687 F.Supp.3d 292
D.R.I.2023Background
- S&S (Sparkman & Stephens) donated maritime drawings to Mystic Seaport Museum (MSM) in a 1989 agreement that transferred title to MSM but limited uses and required logs and preservation.
- Section VII distinguished Category I (research/publication) and Category II (study/model-making; prohibited for "boatbuilding") and Section X reserved permission "to build boats" to S&S.
- For ~30 years MSM sold copies of S&S plans to owners for restoration; S&S never objected until Donald Tofias acquired S&S in August 2018 and demanded suspensions and restricted access.
- S&S sued alleging breach of contract (improper sales, poor preservation, missing sales log), multiple copyright infringement counts (based on sale of Gesture plans), and unjust enrichment; MSM counterclaimed for tortious interference and seeking declaratory relief on copyrights.
- Court found the term "boatbuilding" ambiguous and considered extrinsic evidence (drafters’ testimony and long course of dealings) that supported MSM’s position that sales for restoration were permitted.
- Result: summary judgment granted to MSM on sales-related breach, copyright claims, log claim, and unjust enrichment; denied as to the preservation claim and several MSM counterclaims remain for trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether "boatbuilding"/"to build boats" bars sales for restoration | S&S: terms include restoration and thus MSM needed permission | MSM: terms meant new construction only; restoration allowed | Ambiguous; extrinsic evidence (drafters + course of dealings) supports MSM; restoration sales permitted |
| Breach by selling plans for restorations | S&S: MSM breached by selling copies used in restorations | MSM: sales for restoration authorized by agreement | Judgment for MSM; no breach for those sales |
| Copyright infringement (Gesture plans) | S&S: unauthorized copying/sales infringed copyrights | MSM: authorized by S&S donation/1989 Agreement | Judgment for MSM; authorized use defeats infringement claim |
| Preservation obligation (failure to properly preserve materials) | S&S: MSM failed to follow its normal policies/practices | MSM: disputes S&S expert; contends compliance | Genuine dispute of material fact; MSJ denied on this claim |
| Log of sales for 2000–2003 | S&S: MSM breached §IX by not maintaining log for those years | MSM: reconstructed logs via invoices; contract not form-specific; contemporaneous notice to S&S | Judgment for MSM; no breach (original invoices suffice) |
| Rescission of the 1989 Agreement | S&S: seeks rescission for breaches | MSM: restitution impossible; damages adequate remedy; long performance | Rescission unavailable as a matter of law; denied to S&S; judgment for MSM on rescission issue |
| Unjust enrichment | S&S: MSM benefited (donation revenue etc.) beyond contract remedies | MSM: written contract governs; unjust enrichment duplicative | Judgment for MSM; unjust enrichment precluded by contract |
Key Cases Cited
- Int’l Multifoods Corp. v. Com. Union Ins. Co., 309 F.3d 76 (2d Cir. 2002) (initial contract interpretation is a question of law)
- Chesapeake Energy Corp. v. Bank of N.Y. Mellon Tr. Co., 773 F.3d 110 (2d Cir. 2014) (no ambiguity where contract language has a definite meaning)
- New York Marine & Gen. Ins. Co. v. Lafarge N. Am., Inc., 599 F.3d 102 (2d Cir. 2010) (extrinsic evidence may be used to resolve ambiguous contract terms)
- Nycal Corp. v. Inoco PLC, 988 F. Supp. 296 (S.D.N.Y. 1997) (contract language is ambiguous if reasonably susceptible to more than one interpretation)
- Ocean Transp. Line, Inc. v. Am. Philippine Fiber Indus., Inc., 743 F.2d 85 (2d Cir. 1984) (course of dealings informs parties’ contract intent)
- Sony Corp. of Am. v. Universal City Studios, Inc., 464 U.S. 417 (U.S. 1984) (authorization by copyright owner negates infringement)
- IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132 (N.Y. 2009) (unjust enrichment ordinarily precluded where a valid written contract governs)
- Corsello v. Verizon New York, Inc., 18 N.Y.3d 777 (N.Y. 2012) (unjust enrichment may not duplicate a contract claim)
- Rudman v. Cowles Commc’ns, Inc., 30 N.Y.2d 1 (N.Y. 1972) (rescission seeks restoration to pre-contract status quo)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (summary judgment standards regarding credibility and inferences)