Queen v. Schultz
888 F. Supp. 2d 145
D.D.C.2012Background
- This DC District Court action concerns Michael Queen's five contract/tort claims against Ed Schultz related to developing and pitching a TV show, The Ed Show, on MSNBC.
- Queen alleges a joint enterprise with Schultz and seeks 25% of Ed Schultz’s profits as damages; Schultz asserts three tort counterclaims (fraud in inducement, libel, slander).
- Two summary judgment motions by Schultz and a cross-motion by Queen are before the court; the court grants all three motions.
- The period at issue spans 2007–2010, including initial idea development, pilot production, and MSNBC's 2009 airing of The Ed Show.
- Multiple proposed arrangements (agency representation vs. partnership/ownership) were discussed, but no final, enforceable contract governing compensation was formed.
- The court applies choice-of-law analysis (DC law) and finds no genuine issues of material fact to support Queen's claims; Schultz is entitled to judgment as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law governing contract claims | Queen argues NY law should apply | Schultz argues DC law should apply | DC law applies; no conflict with NY law on material terms |
| Existence/enforceability of the agency contract | Queen contends an agency contract existed defining 25% compensation | Schultz argues no final, definite agreement on material terms | No binding agency contract under DC law; no enforceable terms established |
| Partnership/joint-venture theory viability | Queen asserts a partnership/ownership arrangement to share profits | Schultz contends no partnership, no co-ownership, no intent to be bound | Partnership theory fails as no mutual intent or essential terms; not a valid partnership |
| Fraud in the inducement viability | Queen claims Schultz fraudulently promised ownership/compensation to induce pilot production | Schultz argues no enforceable contract existed to induce and no damages shown | Fraud claim fails due to lack of enforceable contract and lack of damages; no actionable misrepresentation proved |
| Tort claims (IIED and tortious interference) viability | Queen relies on independent tort theories for damages | Schultz asserts claims are duplicative of contract and not independently actionable | Both IIED and tortious interference dismissed for lack of independent tort duty and evidence; judgment for Schultz on these counts |
Key Cases Cited
- Rosenthal v. Nat’l Produce Co., 573 A.2d 365 (D.C. 1990) (definiteness required for enforceable contracts; terms must be definite)
- Edmund J. Flynn Co. v. LaVay, 431 A.2d 543 (D.C. 1981) (mutual assent to all essential terms needed for contract)
- Jack Baker Inc. v. Office Space Dev. Corp., 664 A.2d 1236 (D.C. 1995) (agreements to agree are unenforceable; missing terms prevent formation)
- Overseas Partners, Inc. v. PROGEN Musavirlik ve Yonetim Hizmetleri, Ltd. Sikerti, 15 F. Supp. 2d 47 (D.D.C. 1998) (agreements to agree are unenforceable; need definite terms)
- USA Waste of Md., Inc. v. Love, 954 A.2d 1027 (D.C. 2008) (conflict-of-laws analysis when forum and alternative jurisdictions differ)