Wednesday, October 17, 2007
Court Rejects Marvin Claim Against Musician’s Estate
By STEVEN M. ELLIS, Staff Writer
An oral contract for domestic services between a deceased musician and his cohabiting partner that also required performance of duties controlled by the Talent Agencies Act was void in its entirety for the partner’s lack of a talent agent license, the Court of Appeal for this district ruled yesterday.
Div. Seven affirmed the ruling of Los Angeles Superior Court Judge Susan Bryant-Deason that the business and personal aspects of the contract between the late singer-songwriter Elliott Smith and his partner Jennifer Chiba were too intertwined to allow the court to sever the offending provisions and uphold the remainder of the contract.
Justice Laurie D. Zelon said that inconsistencies in Chiba’s pleadings made questionable her assertions that the primary purpose of the contract was the personal relationship, which might have made the purported agreement enforceable under Marvin v. Marvin (1976) 18 Cal.3d 660, and that equity did not require severance of the unenforceable terms.
Smith, who earned an Academy Award nomination for best original song in 1997 for his song “Miss Misery” which appeared the film Good Will Hunting, began a romantic relationship with Chiba during the summer of 1999, and the two lived together from Aug. 26, 2003 until Smith’s death on Oct. 21 of that year.
He died in the couple’s apartment after suffering two stab wounds to his chest from a kitchen knife. Chiba has said that she was in the bathroom at the time, and emerged to find the knife protruding from Smith’s chest.
Police found an apparent suicide note, and Smith, who had struggled with drug problems for a number of years, had previously suggested his intent to commit suicide to others. However, the Los Angles County Coroner’s office to this day has not conclusively determined whether Smith’s death was a suicide or a homicide, calling several aspects of the event “atypical of suicide.”
Chiba sued Marta Greenwald, the administrator of Smith’s estate, in 2004 for breach of oral contract, quantum meruit, declaratory relief and constructive trust. She alleged that she had entered into an oral agreement with Smith in August of 2002 to “live together, cohabitate and combine their efforts and earnings,” “share equally any and all property accumulated as a result of their efforts whether individual or combined,” and “hold themselves out to the public as husband and wife.”
Her complaint claimed that Smith promised to provide for her “financial needs and support for the rest of her life” in exchange for her domestic services as his “homemaker, housekeeper, cook, secretary, bookkeeper and financial counselor,” “forgo[ing] any independent career opportunities.”
She also alleged that she had agreed to be Smith’s “manager and agent for the purposes of arranging [his] booking and scheduling [his] appearances for musical performances” and to carry out “the preparation and production of [his] album” in exchange for “15% of the proceeds earned and received.”
Chiba claimed that Greenwald breached the agreement by refusing to pay her for her services, and sought over $1 million for the services and for proceeds from Smith’s compositions, performances and albums.
On Nov. 1, 2004, Chiba amended her complaint to omit the paragraph detailing her role and rate of commission as Smith’s manager and agent, instead adding the terms “manager and agent” to the list of her domestic duties.
Greenwald moved to stay the action and refer the matter to the Labor Commissioner in order to resolve whether the contract involved the services of a licensed talent agency under the Talent Agencies Act, which the trial court granted, and the commissioner determined on Nov. 16, 2005 that Chiba and Smith had entered into one integrated agreement that included the performance of “unlawful procurement activities ‘mixed in’ with activities for which a [talent agency] license was not required.”
As a result, the commissioner found the oral agreement “void from its inception, in its entirety” and that Chiba had no enforceable rights because she was not a licensed talent agency, despite Chiba’s abandonment of her claim for commissions from procurement activities.
When Chiba sought a trial on the matter, the trial court pointed to the inconsistencies between Chiba’s complaint and first amended complaint with respect to services she claimed to have performed, and estopped her from omitting the allegations in the later complaint to avoid the acts’ legal consequence.
Chiba filed a second amended complaint on April 28 of last year alleging that there were two separate agreements; a cohabitation agreement and a recording management agreement. The cohabitation agreement dealt with the aspects of the agreement relating to their personal relationship, while the recording management agreement consisted solely of her promise to be Smith’s manager and agent in exchange for proceeds.
Chiba conceded that she had never been licensed as a talent agency and that the recording management agreement was void and unenforceable as a result. She then requested that the trial court sever the recording management agreement and allow her to pursue all her remedies only under the cohabitation agreement.
On June 5, 2006, Bryant-Deason dismissed the action after holding that Chiba had failed to correct the defect present in her first amended complaint and to demonstrate that the Talent Agencies Act should not apply to the entire arrangement between the parties. The court concluded that the unlawful and lawful services Chiba allegedly rendered were “inextricably intertwined,” and declined to sever the unlawful activities in order to maintain the public policy rationale for the act.
Chiba moved to vacate the dismissal on July 12 of last year based upon new case authority in Marathon Entertainment, Inc. v. Blasi which held that the lawful and unlawful portions of a personal management contract with respect to an unlicensed talent agency might be severable, but the trial judge again declined to sever the agreement.
On appeal, Zelon agreed with the trial judge and the commissioner that the entire agreement was unenforceable.
Although she acknowledged that an agreement for performance of domestic services between unmarried cohabiting couple constituted a lawful contract, Zelon said that equity did not demand that the court accept the most favorable set of the multiple conflicting versions of the facts that Chiba had set forth.
“The inconsistencies in the pleadings,” she wrote, “specifically with respect to the issues relating to severability, create a record on which the conclusion that the primary purpose of the parties in entering the agreement was the personal relationship, and that the illegal terms were secondary and could be abandoned while all of the other terms of the agreement remained enforceable, is not mandated.”
Zelon was joined in her opinion by Justice Fred Woods.
Justice Earl Johnson Jr., who is retiring from the court today, dissented.
“In my view,” he said, “the purported ‘inconsistencies’ among these three pleadings are little more than a tempest in a teapot.”
Calling the majority’s decision “overkill,” Johnson disagreed that the clauses were intertwined, and said that, for the purpose of severability, it made no difference whether the case involved two contracts or two clauses of a single contract.
While he would have agreed with the majority if Chiba had sought to enforce part of the recording management agreement, or if the cohabitation agreement had been premised upon first accepting the recording management agreement, Johnson said that the evidence did not support any such inference.
Chiba’s attorney, Justin B. Gold, called the decision a “draconian application” of the act, and said that it leaves no opportunity for his client to be compensated for her lawful efforts.
Greenwald’s attorney, Roy G. Rifkin, called the majority’s decision “well reasoned,” and said his client was pleased. He declined to comment when asked whether Greenwald plans to take any steps to resolve the question of Smith’s mode of death.
Craig Harvey of the Los Angeles County Coroner’s Office told the MetNews that the question of how Smith died has been referred back to the Los Angeles Police Department for review, and that no change in status would be made until the police advised the coroner of further facts.
The coroner’s 2004 report stated that more information was needed before a determination could be made, given the absence of “hesitation wounds,” the presence of “possible defensive wounds,” and the fact that the wounds were delivered through Smith’s shirt. The report also cited concern with Chiba’s purported removal of the knife after finding Smith, and what it characterized as her subsequent refusal to speak with detectives.
The supervising officer at the department’s Northeast Community Police Station, which oversaw the earlier investigation, was unavailable for comment.
The case is Chiba v. Greenwald, B193173.
Copyright 2007, Metropolitan News Company