The future of BET’s top-rated show Being Mary Jane is unclear as its star Gabrielle Union has filed a $3 million breach of contract action against the network and the production company responsible for producing the show. Union, who also has a thriving film career in addition to her work on Being Mary Jane, filed the suit just as Season 4 of the hit show was to be filmed, arguing that the network is asking her to appear in 20 episodes of the show, 7 more than the 13 she was led to believe would be the maximum episodes she would have to appear in per season under her contract, without providing her additional compensation for her efforts. BET’s response is that the 20 episodes is within the scope of work she was expected to provide under her agreement with the network. The lawsuit provides an interesting case study of what happens when a written contract apparently conflicts with oral representations made outside of the contract.
Union Allegedly Induced with a 13-Episode Promise
According to Union’s complaint filed in Los Angeles Superior Court, she and her agent were approached in late 2012 by BET about the possibility of starring in Being Mary Jane. During discussions and negotiations in 2012 and 2013 regarding what her responsibilities would be on the show, she said she was told that BET did not have the budget to produce more than 13 episodes per season of the show and did not intend to produce more than 13 episodes per season.
The contract Union signed with BET, however, included a provision saying that BET would order a minimum of 10 episodes and a maximum of 26 episodes per season. Although 26 episodes is obviously higher than the 13 episodes Union said she was told was the maximum, the complaint states that Viacom, the parent company of BET, had a policy requiring this language to be in the contract and that it could not be modified. Union said she signed the contract, however, based on the oral assurances that no more than 13 episodes per season would ever be ordered.
BET Demands 20 Episodes Per Season
The first three seasons of Being Mary Jane each contained 13 or fewer episodes, but, according to the complaint, BET wanted to shoot Seasons 4 and 5 of the show at the same time for a total of 20 episodes, and then later informed Union that all 20 episodes to be shot would constitute Season 4, meaning she would only be compensated for one season’s of work for the 20 episodes rather than two seasons.
As a result, Union filed her lawsuit alleging breach of contract and also asking the court for a “reformation” of the contract to reflect the maximum of 13 episodes per season that she had been orally promised. Union also filed an action for negligent misrepresentation, saying the company negligently caused her to enter into the contract based on the representation that only 13 episodes would be ordered every season.
The Contract v. What Was Said Outside the Contract
A layperson might look at this case and conclude that, because the contract did say that up to 26 episodes per season could be ordered, that it does not matter what other representations would be made. But that is not always the case. Courts will not uniformly allow parties to make representations to another party to induce them to sign a contract where those representation contradict the terms of the agreement and then give the parties that made those false representations the benefit of the written terms. Resolving such questions will require looking at what types of other assertions were made in the contract (for example, whether a clause told the parties that all other statements outside the contract should be ignored), and the amount of evidence supporting the alleged statements made outside the contract. We will be watching the resolution of this matter to see how the courts treat these fascinating issues which occur in contractual matters far more often than many realize.
Justice in Your Breach of Contract Action
If you have been wronged by another party through their failure to live up to the terms of a contract, the breach of contract attorneys at the Law Offices of Andrew Ritholz will work to get you the justice you deserve. For a consultation with a Southern California business litigation lawyer, contact us today.