Elvin Associates v. Franklin, 735 F. Supp. 1177 (S.D. N.Y. 1990) involves a lawsuit between a New York producer who thought he had hired Aretha Franklin to play Mahalia Jackson in the musical version of her life on Broadway. Sometime in 1984, Ms. Franklin was contacted by Ashton Springer, a principle in Elvin Associates. He wanted Franklin to play Mahalia Jackson in a Broadway production. Expressing interest, Franklin told Springer to contact her agent. Springer did just that. Negotiations commenced and finally in February of 1984, the agents communicated that Ms. Franklin had agreed to the terms of the contract to play on Broadway. Besides working out the financial terms with Franklin's agent, Springer dealt directly with Franklin on the artistic and production matters. The two even spoke about dates with Franklin's response being "This is what I am doing." As a result, Springer hired a choreographer, George Faison. Springer and Faison flew to Detroit to meet with Franklin to discuss details of the production including the rehearsal schedule. They agreed to a tentative April date with the performances to begin in May of that year. After that meeting, Springer began getting his financing together, contacted theaters to reserve performance dates and contacted designers for the costumes and production. Around that time, Springer heard that Franklin had been canceling performances due to a newly acquired fear of flying. Concerned, Springer contacted both Franklin and her agents, who assured him that there were no problems with her remaining in the production. Springer even offered alternative transportation by ground, but Franklin assured him that it was unnecessary. While all this was happening, Springer contacted his attorney to finalize all the contracts. All financial terms had been worked out including Franklin's salary and other financial requirements. Again, Franklin's agents communicated that everything was still "a go." The only point that still needed discussion was where the rehearsals would take place. Franklin wanted Detroit, but Faison stated that because of all the people involved in the production, the rehearsals had to be in New York. Additionally, as part of the contract, Ms. Franklin included her standard rider where at the end it stated "This contract/agreement shall not be deemed valid until executed by ARTIST." And, it also stated "DO NOT DEVIATE." Although drafts were exchanged, the above was not inserted because the parties had already begun performance on the contract and believed it was unnecessary. From the beginning of May until June 7, the day rehearsals with Franklin were to start, no material changes were made to the terms of the contract. It is important to note that production continued in full swing, with Franklin even singing one of the songs for the show over the telephone to Springer.

On June 7, the first day of rehearsals, Franklin was a "no show." The explanation was that Franklin refused to fly. Springer paid the cast for the week and tried to find another star to play the role. He was unsuccessful. A few months later Springer tried to revive the production, but was unable to secure the necessary financing. Springer sued Franklin for breach of contract. In the reasoning of the case, the court found the language in the rider important and essentially dismissed the breach of contract action. But as the court stated, "[t]hat, however, does not end the case." Springer had asserted an alternative theory of recovery based upon a theory of promissory estoppel. The court set forth the elements of a claim based upon promissory estoppel, which are:

A clear and unambiguous promise; a reasonable and foreseeable reliance by the party to whom the promise is made; and an injury sustained by the party asserting the estoppel by reason of his reliance. (citations omitted) The "'circumstances [must be such as to render it unconscionable to deny' the promise upon which plaintiff has relied" (citations omitted).

The court then aptly stated [i]t is difficult to imagine a more fitting case for applying the above-described doctrine." All the facts support the theory that Springer relied upon Franklin's representations; that she was enthusiastic about the production and intended to perform. She had even committed to the basic financial terms of the contract through the agents, although a formal contract had not been signed. This provided a basis for Springer to begin pulling the production together. Additionally, the court found that Franklin did not give any indication that she did not intend to perform. Quite the contrary, she was active in all aspects of the negotiations and production details. Third, Franklin's fear of flying did not add a condition to the contract nor had made an ambiguity. In fact, the court stated that it was reasonable to assume that Franklin would find alternative means of transportation to New York if she could not conquer her fear. Therefore, it would be unconscionable not to compensate Springer for the losses he incurred base entirely justified upon his reliance on Franklin's oral promises."

There was a separate opinion on the damages. A magistrate judge did an investigation. The recommendation to the trial court was that Springer should be awarded: $52,182.12 in out-of-pocket expenses with interest; and, $182,181.95 for various unpaid debts. Ultimately, the court forced Franklin to pay $209,360.07 in reliance damages.

Questions for Analysis Review Elvin and Associates v. Franklin. What facts in the case would have changed the result in favor of Aretha Franklin? Was the court's award of reliance damages reasonable under the circumstances? Why or why not?