Swan Media Group, Inc. v. Staub
841 F. Supp. 2d 804
S.D.N.Y.2012Background
- Swan Media sues Staub for breach of a Nov. 19, 2010 Personal Services Agreement related to creating a Video.
- Staub participated in the Nov. 19, 2010 video shoot and was paid $25,000.
- Plaintiff claims Staub refused to comply and thus breached the Agreement.
- Complaint does not specify which clause was breached or the exact acts constituting breach.
- The court questions the contract’s definiteness and Plaintiff’s alleged performance, and whether jurisdiction remains after dismissal of the contract claim.
- Leave to replead granted within 30 days.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract claim viability | Swan asserts Staub breached the Agreement by noncompliance. | Staub contends the contract terms are vague and not enforceable as pled. | Breach claim dismissed for failure to plead breach with definite terms and performance. |
| Vagueness of the Video contract | The signed Paragraph l.c. shows understanding and assent to Video content. | Terms are too vague to enforce a contract. | Contract void for vagueness; not enforceable as pled. |
| Adequate performance by Plaintiff | Plaintiff performed as required under the Agreement. | Complaint only contains conclusory performance allegations. | Adequate performance not pled; dismissal upheld. |
| Subject-matter jurisdiction after contract dismissal | Damages exceed $75,000 even without contract claim due to other claims. | Without contract damages, jurisdiction cannot be met. | No jurisdiction; remaining claims dismissed for lack of amount in controversy; leave to replead. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (pleading standard: plausible claims, not mere legal conclusions)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (claims must be plausible, not merely possible)
- Candid Productions, Inc. v. Int’l Skating Union, 530 F.Supp. 1330 (S.D.N.Y. 1982) (definiteness required for contract enforceability)
- Joseph Martin, Jr., Delicatessen, Inc. v. Schumacher, 52 N.Y.2d 105 (N.Y. 1981) (contract must be definite and explicit to enforce)
- Eternity Global Master Fund Ltd. v. Morgan Guar. Trust Co., 375 F.3d 168 (2d Cir. 2004) (elements of breach of contract; damages requirements)