Fredianelli v. Jenkins, 931 F. Supp. 2d 1001

Defendants move for summary judgment on all six causes of action in Fredianelli’s FAC related to his involvement with Third Eye Blind from 1993-1994 and 2000-2009.
Plaintiff seeks breach of contract, quantum meruit, constructive trust, accounting, and declaratory relief on copyright and trademark ownership.
Court grants summary judgment on all counts except breach of contract and accounting to the extent they are premised on not receiving his full share of net touring revenues.
The operative agreement (the Interim/Management Agreement) and its execution status are disputed; no signed final agreement was produced.
Godtland acted as Band manager; questions exist as to authority (actual, ostensible) and Band consent to bind the Band to the Agreement.
Court evaluates whether Plaintiff was a co-owner or partner, or merely an employee with a revenue share, affecting fiduciary duties and remedies.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence of a contract creating co-ownership	Plaintiff claims the Agreement granted co-ownership of the Band.	No binding contract; no mutual consent or written signing; agreement not executed by all.	No binding contract; no mutual consent to be bound.
Agency authority to bind Band to the Agreement	Godtland could bind the Band on Plaintiff’s behalf.	Godtland lacked actual/ostensible authority; no ratification.	No binding agency authority; no binding contract via Godtland.
Existence of a partnership by conduct	Band conduct implied a partnership with profit-sharing and control by Plaintiff.	No clear evidence Plaintiff had control or shared management; Band acted through Jenkins.	No partnership established.
Breach of contract and entitlement to net touring revenue	Plaintiff was entitled to 25%-30% of net touring revenue from 2003 onward and full accounting.	No contractual basis shown; records incomplete; Plaintiff’s share contested.	Breach viable only to extent of net touring revenue sharing; other breach theories barred.
Accounting and requested relief	An accounting is needed to determine proper profit shares.	No co-ownership; insufficient basis for accounting.	Accounting granted only to the extent tied to net touring revenue sharing; otherwise denied.

Acoustics, Inc. v. Trepte Constr. Co., 14 Cal.App.3d 887 (Cal. App. Dist. 1st 1971) (elements of contract formation and enforceability)
1-800 Contacts, Inc. v. Steinberg, 107 Cal.App.4th 568 (Cal. App. 6th Dist. 2003) (fiduciary duty and partnership considerations)
Wolf v. Superior Court, 107 Cal.App.4th 25 (Cal. App. Dist. 2nd 2003) (burden shifting in accounting where records are controlled by defendant)
Columbia Pictures Corp. v. De Toth, 87 Cal.App.2d 620 (Cal. App. 1st Dist. 1948) (oral agreements and binding effect when terms agreed and intention to be bound exists)
Kerr Glass Mfg. Corp. v. Elizabeth Arden Sales Corp., 61 Cal.App.2d 55 (Cal. App. 2d Dist. 1943) (where promises are reserved for future agreement, not binding)
Banner Ent., Inc. v. Super. Ct. (Alchemy Filmworks, Inc.), 62 Cal.App.4th 348 (Cal. App. 2d Dist. 1998) (mutual intent of oral agreement assessed from surrounding circumstances)