The Virginia Business Litigation Blog
Musical artist Cameron Jibril Thomaz, better known as “Wiz Khalifa,” recently saw his breach of contract case against It’s My Party get dismissed. Mr. Thomaz had hired The Agency Group as his booking agent for a new tour which would have included a concert at The Patriot Center in Northern Virginia. The Agency Group asked It’s My Party Inc. (I.M.P.) to promote the concert, and it represented to I.M.P. that Mr. Thomaz would soon release a new album. The Agency Group emailed a contract to I.M.P. and asked I.M.P. to sign and return it to The Agency Group for approval and signature by Mr. Thomaz. The contract provided that it would not be binding unless signed by all parties. The contract was never signed.
Mr. Thomaz’ release of a new album was crucial to I.M.P.’s interest in promoting the concert because it did not believe he could attract a sufficient number of fans to warrant his appearance at the venue without the support of a new album. I.M.P. asserted that the parties tentatively agreed upon a date for the concert and the terms of I.M.P.’s promotion of the concert, but it denied having committed to promote the concert.
Mr. Thomaz argued that the parties entered into a contract for him to perform a live concert and that he relied on I.M.P.’s representations in turning down an opportunity to perform on the same date at a different venue using a different promoter. According to Mr. Thomaz, I.M.P. partially performed the contract by advertising, promoting and marketing the concert. He also contends that he partially performed the contract but that I.M.P. refused to pay him any money and canceled the concert after fans already had purchased tickets. I.M.P. asserted that it declined to execute the contract but agreed to reschedule the concert because Mr. Thomaz’s album release was delayed. The Agency Group and I.M.P. agreed to sell tickets to the concert before finalizing the agreement, but as I.M.P. had predicted, sales tanked in the absence of the album release. The parties were unable to come to mutually agreeable terms, and I.M.P. ultimately cancelled the concert and withdrew its offer to promote it. Mr. Thomaz sued I.M.P. for breach of contract and I.M.P. moved to dismiss the complaint.
A party claiming breach of contract must establish that the defendant owed a legally enforceable obligation. A contract can exist despite the absence of a signature if the parties’ actions suggest an intention to form an agreement, but if the parties intend to sign a formal agreement and do not, a presumption that no contract exists is created which is overcome only with strong evidence.
A meeting of the minds is essential to the existence of a contract. Whether the parties have a common intention is a question of fact that is determined objectively by considering how a third person would interpret the parties’ words and actions. In this case, Mr. Thomaz did not argue that he relied on I.M.P.’s oral representations; rather, he asserted that the written contract was proof of the agreement between the parties. However, the express terms of the written document provided that it was not binding unless signed by all the parties. The court found that the terms of the alleged contract were unambiguous and that the parties did not intend the agreement to be binding unless signed by both parties. Therefore, the court presumed that no contract existed, and Mr. Thomaz was required to demonstrate strong evidence that the actions of the parties showed otherwise.
I.M.P. asserted that it explicitly avoided assenting to the terms of the written contract because Mr. Thomaz had not released an album, and it presented supporting evidence. Conversely, Mr. Thomaz presented little evidence of the parties’ conduct during negotiations. Evidence indicated that Mr. Thomaz also agreed that the contract would not be binding until signed by all parties. Ticket sales alone were not enough to prove that I.M.P. intended to enter a contract given the countervailing evidence.
The written agreement also included an arbitration clause requiring the parties to submit any dispute to arbitration. The court noted that if Mr. Thomaz considered the contract to be binding, he would have submitted the matter to arbitration. The court held that there was insufficient evidence to defeat the presumption that the contract did not exist and it dismissed the complaint.