Bit Parts

Letter of Intent For Production of Film Wasn't Binding

The U.S. District Court for the Northern District of Georgia decided that a letter of intent between a Georgia-based film production company and a Kenyan university wasn't a binding agreement. XL Squad Entertainment LLC v. Mount Kenya University (MKU), 1:16-CV-962. XL and MKU entered into a letter of intent early in 2015 for the making of the proposed film The Last Result. The beginning of the document stated it was “non-binding,” but further down noted: “Each Party hereby reaffirms its intention that this [letter of intent] as a whole, and is intended to constitute, a legal and binding obligation, contract, or agreement between the Parties, and is intended to be relied on by any Party as constituting such.” MKU later withdrew from the deal by claiming XL made misrepresentations about it. XL in turn sued MKU for breach of contract, among other things. Granting summary judgment in favor of MKU, District Judge Thomas W. Thrash Jr. found: “In this case, the parties seem to have anticipated some sort of Final Agreement that would be signed between them. They also provided for either party to unilaterally withdraw from the deal 'at any time' and 'for any or no reason.' The presence of these clauses seems to indicate that the parties did not mean to be bound by the terms of the proposed deal beyond their good faith efforts to negotiate. Rather, the Letter of Intent simply stood as an outline for a future final agreement. The Plaintiffs argue that the parties only had the right to withdraw until January 23, 2015. But the sentence the Plaintiffs seem to be citing only lists out certain consequences if a party decides to withdraw by that date.”

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Use of Catcalling Footage in Ad Doesn't Result in Viable False Endorsement Claim by Actress

The U.S. District Court for the Southern District of New York decided the public wouldn't be misled into believing that a TGI Friday's ad, depicting walking food appetizers getting catcalls from men on New York City streets, was endorsed by actress Shoshana Roberts. Roberts v. Bliss, 15-CV-10167. Roberts had appeared in the viral video “10 Hours Walking in NYC as a Woman” in which she receives numerous catcalls. The film's creator Rob Bliss licensed the footage to the restaurant, which in its ad superimposed depictions of life-sized appetizers over Roberts' image. Roberts' federal claim alleged false endorsement under §43(a) of the Lanham Act. Dismissing the claim, District Judge Ronnie Abrams noted: “Because of the superimposition of the giant appetizers, Roberts is not pictured or represented in the ad at all. Whether or not the ad evokes Roberts in some way, it is insufficient to state a Lanham Act claim ….” Judge Abrams added that the life-sized appetizers “are now the subject of the men's desire. That, together with the play on words between 'appcalling' and 'catcalling,' is what makes [the TGI Friday's ad] a parody. And because the parody is obvious, the 'risk of consumer confusion is at its lowest.'”