MARATHON ENTERTAINMENT v. ROSA BLASI
Filed 6/23/06
CERTIFIED FOR PUBLICATION
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION ONE
| MARATHON ENTERTAINMENT, INC., Plaintiff and Appellant, v. ROSA BLASI et al., Defendants and Respondents. | B179819 (Super. Ct. No. BC 290839) |
APPEAL from a judgment and orders of the Superior Court of Los Angeles County. Rolf M. Treu and James C. Chalfant, Judges. Judgment reversed and remanded with directions; July 29, 2004 order vacated in part, reversed in part; October 12, 2004 order vacated.
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Law Offices of Donald V. Smiley and Donald V. Smiley; Fox & Spillane, Gerard P. Fox and Alex M. Weingarten for Plaintiff and Appellant.
Alschuler Grossman Stein & Kahan, Michael J. Plonsker and Daniel A. Fiore for Defendants and Respondents Rosa Blasi and 609 Maple Street Productions, Inc.
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Publication Courtesy of California attorney directory.
Analysis and review provided by Oceanside Apartment Manager Attorneys.
In this fee dispute between plaintiff Marathon Entertainment, Inc. (Marathon), a personal manager, and defendant Rosa Blasi, an actress, we reverse the summary judgment for Blasi and remand for consideration of whether the lawful portions of the parties' personal management contract may be enforced under the doctrine of severability of contracts. INTRODUCTION
Labor Code section 1700.5[1] of the Talent Agencies Act (Lab. Code, § 1700 et seq. (the Act)) requires that anyone who solicits or procures artistic employment or engagements for artists[2] must be licensed as a talent agency.[3] In December 1998, Marathon and Blasi entered into an oral contract for Marathon to serve as Blasi's personal manager in exchange for a percentage of her entertainment employment income. Blasi, who was represented by a licensed talent agent throughout the term of her personal management contract with Marathon, terminated the management contract in the fall of 2001. Thereafter, Blasi successfully invoked Marathon's alleged violation of the Act's licensing requirements as a defense to her obligation to pay Marathon a commission on her 2000-2001 earnings from the television series Strong Medicine, an engagement that Blasi does not contend was procured by Marathon in violation of the Act. After being sued by Marathon for the unpaid Strong Medicine commission, Blasi moved for summary judgment of the complaint, contending that Marathon's unlicensed solicitations of other, unrelated employment opportunities on her behalf had so tainted with illegality the parties' oral management contract that the entire contract must be invalidated as an illegal contract for unlicensed talent agency services. Blasi produced no evidence in the trial court, however, linking the procurement of her Strong Medicine employment contract with any illegal activity or violation of the Act by Marathon. The trial court, without considering the applicability of the general rule of severability of contracts, granted the motion and entered summary judgment for Blasi.
In this appeal from the summary judgment, Marathon contends that under the law of severability of contracts (Civ. Code, § 1599), because its oral management contract had the lawful purpose of providing personal manager services that are not regulated by the Act, the possibility exists that its commission on Blasi's Strong Medicine employment contract, which Blasi does not argue was procured illegally, is severable from any unlawful parts of the agreement. The California Supreme Court's decision in Birbrower, Montalbano, Condon & Frank v. Superior Court (1998) 17 Cal.4th 119 (Birbrower), supports Marathon's position. In Birbrower, the Supreme Court invalidated only that portion of an attorney fee agreement relating to services that a New York law firm had provided in violation of California's attorney licensing statute. Because of the possibility that, under the doctrine of severability of contracts, the firm might be able to recover the fees it had lawfully earned by providing services in New York, the Supreme Court reversed a summary adjudication order that had invalidated the entire attorney fee agreement. The Supreme Court explained in Birbrower that under the general rule of severability of contracts, contracts containing both legal and illegal objects may be severed unless it is impossible to distinguish between the lawful and unlawful parts of the agreement such that the illegality taints the entire contract and the entire transaction is illegal and unenforceable. (Id. at pp. 138-139.)
In this case, we similarly conclude that the summary judgment for Blasi must be reversed because of the possibility that under the doctrine of severability of contracts, Marathon might be permitted to recover the Strong Medicine commission because not only did the complaint allege that Marathon provided lawful personal manager services neither prohibited nor regulated by the Act, but Blasi produced no evidence in the trial court linking the procurement of her Strong Medicine employment contract to any illegal activity by Marathon.
BACKGROUND
In December 1998, Marathon and Blasi entered into an oral contract (the contract or personal management contract) for Marathon to serve as Blasi's personal manager in exchange for a percentage of Blasi's entertainment employment income. During the course of the personal management contract, Blasi's professional appearances included a television pilot, a film (Noriega: God's Favorite), and a television series (Strong Medicine). Blasi allegedly reneged on her agreement to pay Marathon a 15 percent commission from her Strong Medicine employment contract, which allegedly Blasi unilaterally reduced to 10 percent before ceasing payment altogether. Blasi eventually terminated the contract in the fall of 2001, stating that her talent agent, Michael Kelly, who had served as her agent throughout the term of the management contract with Marathon, was going to become her new personal manager.
On February 21, 2003, Marathon filed the present action against Blasi for breach of oral contract, quantum meruit, false promise, and unfair business practices, seeking to recover the unpaid Strong Medicine commission. Marathon alleged that it had provided Blasi with lawful personal manager services by providing the down payment on her home, paying the salary of her business manager, providing her with professional and personal advice, and paying her travel expenses.
After obtaining a stay of the action, Blasi initiated a Labor Commission proceeding alleging that Marathon had violated the Act by soliciting and procuring employment for Blasi without a talent agency license.[4] The Commissioner found that Marathon had violated the Act and, without considering the possibility of severing the legal and illegal parts of the contract, invalidated the entire contract as an illegal contract for unlicensed talent agency services.
Marathon appealed the Commissioner's ruling to the superior court for a trial de novo.[5] Marathon also amended its complaint to include several declaratory relief claims challenging the constitutionality of the Act (the constitutional claims). Marathon alleged that the sanction of invalidating the contracts of personal managers who solicit or procure employment for artists without a talent agency license, violates the managers' rights to due process, equal protection, and free speech under the state and federal constitutions.
Blasi moved for summary judgment and, alternatively, summary adjudication of the complaint based upon the theory that Marathon's licensing violation had invalidated the entire personal management contract. Blasi submitted excerpts from the Labor Commission hearing transcript as evidence that Marathon had violated the Act by soliciting or procuring employment for Blasi without a talent agency license.[6] Blasi did not argue or produce evidence that Marathon had illegally procured the Strong Medicine employment contract.
The superior court granted Blasi's motion for summary judgment and invalidated Marathon's personal management contract as an illegal contract for unlicensed talent agency services in violation of the Act.[7] Marathon appeals from the summary judgment and order denying its cross-motion for summary adjudication of the constitutional claims.
DISCUSSION
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