Forest Park Pictures v. Universal Television Network, Inc.
683 F.3d 424
| 2d Cir. | 2012Background
- Forest Park developed a TV show concept and wrote a series treatment, sent to USA Network.
- Forest Park alleges an implied promise to pay if the idea was used, based on industry practice.
- USA Network met with Forest Park and heard the pitch, then produced and aired Royal Pains years later using a similar concept.
- Forest Park and others filed a diversity action for breach of contract; district court dismissed as preempted by the Copyright Act.
- The Second Circuit holds the contract claim is not preempted and remands to address an enforceable California implied-in-fact contract with a promised payment.
- Choice of law analysis determines California law applies; court analyzes Desny-implied contract doctrine and industry custom.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the implied contract claim preempted by the Copyright Act? | Forest Park argues the claim asserts a contract right to payment distinct from copyright rights. | USA Network argues the claim is equivalent to a copyright right and preempted. | Not preempted; contract with promise to pay survives. |
| What governing law applies to the implied contract claim? | California law should govern the contract. | New York law should govern the contract. | California law applies (center of gravity favors California). |
| Does the complaint plead an enforceable implied-in-fact contract including a promise to pay? | Allegations show understanding of payment for use of the idea under Desny. | Price term is undefined; contract may be unenforceable. | Yes; a definite price term is not required if industry standard price and mutual assent can be inferred. |
| Is there an adequate pleading of mutual assent and consideration under California Desny framework? | Pleadings show offer, acceptance, and implied promise to pay based on industry custom. | Open terms and lack of explicit price prevent enforceability. | Adequate at the pleading stage; development of industry standard price can be proven at trial. |
Key Cases Cited
- Briarpatch Ltd. v. Phoenix Pictures, Inc., 373 F.3d 296 (2d Cir. 2004) (preemption where unjust enrichment coextensive with copyright)
- Harper & Row, Publishers, Inc. v. Nation Enters., 723 F.2d 195 (2d Cir. 1983) (subject matter preemption and importance of the scope of rights)
- Montz v. Pilgrim Films & Television, Inc., 649 F.3d 975 (9th Cir. 2011) (impacted contract preemption for implied-in-fact contracts)
- Wrench LLC v. Taco Bell Corp., 256 F.3d 446 (6th Cir. 2001) (implied-in-fact contract vs. implied-in-law; preemption analysis)
- Desny v. Wilder, 46 Cal.2d 715 (Cal. 1956) (implied contract for idea submission; Desny rule for implied promise to pay)