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K Interpretation

K Interpretation. Prof. Merges Contracts – 3.15.2011. Extrinsic evidence. What is this? What does it mean?. Greenfield v Philles Records Inc. Procedural history Facts. The Ronettes. What is the cause of action?. What is the cause of action?.

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K Interpretation

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  1. K Interpretation Prof. Merges Contracts – 3.15.2011

  2. Extrinsic evidence • What is this? What does it mean?

  3. Greenfield v Philles Records Inc. • Procedural history • Facts

  4. The Ronettes

  5. What is the cause of action?

  6. What is the cause of action? • Breach of K: Defendant has no right to license songs for movies (“synch rights”), and owes plaintiffs royalties on new releases of old songs

  7. What language in the K is at issue?

  8. “All recordings made hereunder and all records and reproductions made therefrom . . ., shall be entirely [Philles’] property . . . . Without limitation of the foregoing, [Philles] shall have the right to make phonograph records, tape recordings, or other reproductions of the performances embodied in such recordings by any method now or hereafter known . . . .”

  9. Holding

  10. Holding • “Because there is no ambiguity in the terms of the Ronettes’ agreement, defendants are entitled to exercise complete ownership rights, subject to payment of applicable royalties due plaintiffs . . .” • Extrinsic evidence; “personal notions of fairness and equity” – p. 389

  11. WWW Assocs. v. Giancontieri • Why is evidence inadmissible when an agreement is unambiguous on its face? • How do you know when an agreement is unambiguous?

  12. What was the deal in Giancontieri? • $750,000 for 2 acre parcel • Senior citizen home development

  13. What was the deal in Giancontieri? • $750,000 for 2 acre parcel • Terms: • “litigation cancellation” provision • 10 day cancellation provision • Extrinsic evidence: Only for plaintiff’s benefit: defendant could not cancel

  14. Trident Center v. Conn. Gen. Life • History • Facts

  15. History

  16. History • Not only did Def. win, but plaintiff was sanctioned . . . .!

  17. What language was at issue?

  18. What language was at issue? “[Trident] shall not have the right to prepay the principal amount hereof in whole or in part before January 1996.” K signed 1983

  19. Trial court • Easy case • No ambiguity here

  20. 9th Circuit • Trident seeks to offer extrinsic evidence on the “true agreement of the parties” which allowed Trident to prepay the loan at any time • This evidence cannot be barred under California law

  21. Damning by following? • What is Kozinski up to here? • Or “the rule of law”/judicial restraint in action?

  22. What was Trident’s 2nd argument? “in the event of a prepayment resulting from a default hereunder or the Deed of Trust prior to January 10, 1996 the prepayment fee will be ten percent (10%).”

  23. What about this? “in the event of a prepayment resulting from a default hereunder on the Deed of Trust prior to January 10, 1996 the prepayment fee will be ten percent (10%).”

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