Workhouse Media, Inc. v. Fernando Ventresca & Greg Sherrell
75373-8
| Wash. Ct. App. | Mar 13, 2017Background
- Two California radio hosts (Ventresca and Sherrell) signed identical agency contracts in 2009 with Workhouse Media (Washington corporation) giving Workhouse an 8% commission and selecting Washington law and King County venue.
- Workhouse negotiated a lucrative renewal/matching outcome with CBS in 2014 after also negotiating an offer from iHeart; CBS exercised a right-to-match and the Hosts signed with CBS.
- The Hosts terminated Workhouse and refused to pay the 8% commission owed on the new CBS contract.
- Workhouse sued in King County Superior Court for breach of contract; the Hosts asserted counterclaims (later dismissed) and defended by invoking California's Talent Agencies Act (TAA) alleging Workhouse was an unlicensed talent agent in California.
- The superior court granted summary judgment for Workhouse; the Hosts appealed arguing lack of subject matter jurisdiction and that the Washington choice-of-law clause is void under California law.
Issues
| Issue | Plaintiff's Argument (Workhouse) | Defendant's Argument (Hosts) | Held |
|---|---|---|---|
| Subject-matter jurisdiction | Superior court has jurisdiction over breach of contract suit filed in Washington | California TAA gives exclusive original jurisdiction to CA Labor Commissioner; raising TAA defense divests Washington court of jurisdiction | Washington superior court had subject-matter jurisdiction; invoking TAA as a defense does not deprive state court of jurisdiction |
| Validity of choice-of-law clause | Washington law choice is enforceable; Washington has substantial relationship and interest | Choice-of-law clause is void because California has strong interest and CA law (TAA) prohibits unlicensed agency contracts | Choice-of-law clause valid; Hosts failed to show California has a materially greater interest under Restatement §187(2)(b) |
| Application of California TAA to invalidate contract | N/A — Workhouse argues contract enforceable | TAA renders unlicensed talent-agency contracts void ab initio, so Washington choice-of-law should not be applied | Court declined to apply TAA to defeat enforcement; the dispute was a contract-collection matter, not TAA protection for exploited talent |
| Summary judgment for commissions | Entitled to judgment as matter of law enforcing contract terms and fee provision | Dispute of law and facts about licensing and proper governing law precludes summary judgment | Summary judgment affirmed; Washington law governs and commissions are owed |
Key Cases Cited
- Styne v. Stevens, 26 Cal.4th 42 (California Supreme Court) (TAA renders unlicensed talent-agency contracts void)
- Erwin v. Cotter Health Centers, 161 Wn.2d 676 (Washington Supreme Court) (application of Restatement §187 in enforcing contractual choice-of-law)
- McKee v. AT & T Corp., 164 Wn.2d 372 (Washington Supreme Court) (choice-of-law provisions generally enforced subject to exceptions)
- State v. Posey, 174 Wn.2d 131 (Washington Supreme Court) (limits on legislative divestment of superior court jurisdiction)
- ZDI Gaming, Inc. v. Wash. State Gambling Comm'n, 173 Wn.2d 608 (Washington Supreme Court) (standard of review for subject-matter jurisdiction)
- Outsource Servs. Mgmt., LLC v. Nooksack Bus. Corp., 181 Wn.2d 272 (Washington Supreme Court) (superior courts' original jurisdiction over contract claims)