Michael Queen v. Ed Schultz
409 U.S. App. D.C. 149
D.C. Cir.2014Background
- Queen conceived the show concept; Schultz denied any agreement; emails and drafts circulated detailing proposed ownership and salaries; Queen paid pilot studio costs and advanced funds; Schultz left for MSNBC after a CBS/WUSA pilot plan collapsed; district court granted summary judgment rejecting contract and partnership claims in part; court treated Queen’s contract claim separately from a potential partnership theory under DC law; DC law governs partnership formation and duties applicable to the dispute; district court held no definite agreement on compensation terms, undermining contract formation; issue then became whether Queen could pursue a partnership claim at trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Queen proved a valid contract on all material terms | Queen claims a 50/25/25 split existed | Schultz contends no final, definite terms were agreed | No genuine issue on all material terms; contract not proven |
| Whether a partnership existed between Queen and Schultz under DC law | Queen contends intent to form partnership evidenced by conduct | Schultz denies partnership, cites employee/independent contractor status | Sufficient evidence to present partnership claim to a jury |
| Whether the district court properly granted summary judgment on the contract claim while allowing the partnership claim to proceed | Queen urged both claims be shared with jury | Court correctly granted summary judgment on contract but not partnership | Remanded in part; contract claim affirmed as absent material-term proof; partnership claim to be decided by jury |
Key Cases Cited
- Beckman v. Farmer, 579 A.2d 627 (DC Cir. 1990) (factors for determining partnership existence; profit-sharing and control indicators)
- Duk Hea Oh v. Nat’l Capital Revitalization Corp., 7 A.3d 997 (DC 2010) (defining material terms and contract certainty under DC law)
- Rosenthal v. Nat’l Produce Co., 573 A.2d 365 (DC 1990) (material terms must be sufficiently definite to identify breach/remedy)
- EastBanc, Inc. v. Georgetown Park Assocs. II, L.P., 940 A.2d 996 (DC 2008) (terms need not be fixed with perfect certainty but must be clear enough for remedies)
- Carney v. Am. Univ., 151 F.3d 1090 (D.C. Cir. 1998) (summary judgment inappropriate where material facts are in dispute; jury functions)
- Malone v. Saxony Coop. Apartments, Inc., 763 A.2d 725 (DC 2000) (contract formation require agreement on material terms and intent to be bound)