Metropolitan News-Enterprise


Monday, March 21, 2016


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Ninth Circuit Affirms Judgment for Ion Cable Network

Rejects French Production Company’s Contention That $4 Million Is Owed


By a MetNews Staff Writer


The Ninth U.S. Circuit Court of Appeals on Friday upheld summary judgment in favor of Ion Media Networks, Inc., which operates the ION cable television network, in a $4 million action against it by Atlantique Productions, S.A., an international television production company based in France.

The memorandum opinion by a three-judge panel affirms a decision by U.S. District Court Judge Dolly Gee of the Central District of California. Gee’s basis was that the causes of action being sued upon related to a contract, and the contract hadn’t been signed. That, she found, defeated the action by Atlantique based on Ion’s decision not to pay licensing fees for eight episodes of “Le Grand,” a drama depicting Jean Reno as a French police officer who didn’t play by the rules.

Atlantique argued before Gee that it was “custom and practice” in Hollywood to close deals orally, with signatures being a mere “formality.” However, Gee applied California law, rather than Hollywood habit, in deciding the case.

She also did not apply New York law, as urged by Ion, based on a provision in the contract that “NY law and jurisdiction shall apply.” Given that the contract was invalid, she reasoned, the choice-of-law provision was a nullity.

Besides, she added, Ion didn’t show that New York law “materially differs” from California.

Atlantique included a cause of action for promissory estoppel, claiming it was deluded into thinking the deal was set by such assurances in emails as “we are all good” and “we’re closed!” Gee responded:

“[H]ere, where the parties had mutually agreed that the contract had to be signed in order to be binding, it was unreasonable as a matter of law for Atlantique to rely on the contract before Ion signed it.”

Affirming, the Ninth Circuit cited cases supporting Gee’s reasoning with respect to applying California law and echoed her reason for rejecting the cause of action for promissory estoppel. As to the unenforcibility of the unsigned contract, it said:

“The district court did not err in concluding that a contract had not been formed because the signature protocol demonstrated the parties’ agreement that signatures were required for the contract to be binding. ION communicated to Atlantique several times that the agreement would become binding only after both Atlantique and ION signed and that ION needed to obtain the requisite internal corporate approvals before signing. Atlantique agreed to this protocol, which is evidenced by Atlantique’s sending ION the ‘partially executed’ term sheet for ION’s signature. Atlantique has failed to identify any evidence sufficient to raise a reasonable inference that the parties’ mutual understanding about the signature protocol changed. Therefore, the district did not err in granting summary judgment in favor of ION on the breach of contract claim.”

The case is Atlantique Productions, S.A. v. ION Media Networks, Inc., CV 12-8632.


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