## Facts

- Robert V. Baer, a former New Jersey prosecutor seeking to write for film/television, met David Chase, who was developing organized-crime projects.
- Before meeting Baer, Chase had worked on New Jersey organized-crime material, including a concept involving “a mob boss in therapy.”
- In June 1995, Baer and Chase met and discussed Baer’s prosecutorial experiences; Baer suggested producing a film or television show about the New Jersey Mafia.
- Baer assisted Chase by arranging meetings with New Jersey law-enforcement officials and other knowledgeable contacts and by providing information about New Jersey organized crime.
- Baer reviewed and commented on a script draft Chase sent him during development of what became *The Sopranos*.
- Baer contended the parties made an oral agreement that Baer would be paid the “value” or “true value” of his services if the show became successful, rather than being paid immediately.
- After *The Sopranos* succeeded, Chase did not pay Baer; Baer sued asserting contract and quasi-contract claims under New Jersey law.
- The district court granted summary judgment to Chase; Baer appealed.

## Issues

1. Whether an alleged oral agreement to pay the “value” or “true value” of services upon a project’s success is sufficiently definite to be enforceable under New Jersey contract law.
2. Whether the alleged oral agreement failed due to duration concerns or the statute of frauds.
3. Whether Baer could recover in quantum meruit/unjust enrichment for the reasonable value of services rendered and accepted despite failure of an express contract.
4. Whether federal copyright law preempted Baer’s state-law claims seeking compensation connected to development of a copyrighted television program.

## Decision

- The Third Circuit affirmed summary judgment against Baer on the express contract claims, holding the alleged compensation term (“value”/“true value”) was too indefinite to enforce.
- The court treated indefiniteness of compensation as the controlling defect, rather than resolving the case on statute-of-frauds or duration grounds.
- The court reversed summary judgment on Baer’s quantum meruit/unjust enrichment claim and remanded for further proceedings.
- The court held Baer’s properly framed quasi-contract claim for payment for services was not preempted by copyright law because it sought compensation for services, not rights equivalent to copyright ownership.

## Legal Principles

- Under New Jersey law, an enforceable contract requires sufficiently definite essential terms; an open-ended promise to pay the “value” of services, without an agreed method to determine price, is unenforceable for indefiniteness.
- Even if an express contract fails for indefiniteness, New Jersey law may allow recovery in quantum meruit/unjust enrichment for the reasonable value of services performed and accepted when nonpayment would be unjust.
- Summary judgment is improper on a quasi-contract claim where evidence could allow a factfinder to conclude that the defendant accepted and benefited from the plaintiff’s services under circumstances calling for payment.
- Copyright preemption does not bar a state-law claim that is based on an extra element distinct from copyright rights, such as an obligation to pay for services rendered, so long as the claim does not seek ownership or control of protected expression.

## Conclusion

The court held that an oral promise to pay a collaborator the “value” of services if a television project succeeded was too indefinite to support an express contract under New Jersey law, but it allowed the contributor to proceed on a quasi-contract theory for the reasonable value of services, rejecting copyright preemption for a claim seeking payment rather than ownership.


Baer v. Chase, 392 F.3d 609 (3d Cir. 2004)