## Facts

- Chris Cagle, a professional songwriter and recording artist, entered two agreements with entities affiliated with Mark J. Hybner: an Exclusive Management Agreement and an Exclusive Songwriter Agreement (ESA).
- The ESA required Cagle to compose and deliver 90 “marketable commercial quality” songs over the term, with the publisher having discretion to determine “commercial quality”; the contract characterized Cagle’s services as “unique and extraordinary.”
- After the relationship deteriorated, Cagle terminated Hybner as manager and sued for a declaration that both agreements were invalid and unenforceable based on alleged breaches of fiduciary duty and contract.
- At suit, Cagle had not completed the required catalog and still owed delivery of 76 additional songs under the ESA.
- The defendants counterclaimed seeking declarations of enforceability, damages and attorney’s fees, and (for the publisher) specific performance of the ESA plus an injunction barring Cagle from writing songs for others until he delivered the remaining songs.
- The trial court granted summary judgment dismissing Cagle’s claims, held both agreements valid and enforceable, found Cagle in material breach, awarded $737,201 (including $171,704 in attorney’s fees), ordered specific performance, and enjoined Cagle from composing for others until performance was completed.

## Issues

1. Whether the management agreement and ESA were valid and enforceable notwithstanding alleged fiduciary breaches and related defenses.
2. Whether Cagle materially breached the agreements.
3. Whether a court may order specific performance of a songwriter’s personal-services obligations and issue a broad negative injunction preventing songwriting for others until contractual delivery is completed.
4. Whether damages and attorney’s fees required modification in light of the appellate disposition on equitable relief.

## Decision

- The appellate court affirmed dismissal of Cagle’s complaint.
- The court affirmed that both agreements were valid and enforceable.
- The court affirmed that Cagle materially breached both agreements and that defendants were entitled to recover damages for the breaches.
- The court reversed the order granting the publisher specific performance and the injunction barring Cagle from composing for others, characterizing the relief as improper extraordinary equitable relief.
- The court vacated the attorney’s-fee award and remanded for reconsideration of fees, damages, and any other relief consistent with the opinion.

## Legal Principles

- Contract enforceability challenges based on fiduciary-duty allegations require proof sufficient to defeat summary judgment; absent such proof, management and songwriter agreements may be enforced as written.
- Specific performance is generally unavailable to compel performance of personal-services contracts; contractual recitals that services are “unique and extraordinary,” and clauses authorizing equitable relief, do not eliminate equitable limits on remedies.
- A “negative” injunction that effectively coerces continued personal services by preventing a party from working elsewhere may be treated as an improper substitute for specific performance.
- Equitable relief is disfavored where an adequate remedy at law exists, including measurable damages for breach.
- When the scope of relief changes on appeal, attorney’s-fee awards tied to the relief obtained may require vacatur and recalculation on remand.

## Conclusion

The court upheld enforcement of the management and songwriter agreements and affirmed that Cagle materially breached them, but rejected coercive equitable remedies that would effectively force continued personal services, vacating the fee award and remanding for revised damages and related relief.


Cagle v. Hybner, No. M2006-02073-COA-R3-CV, 2008 WL 2649643 (Tenn. Ct. App. July 3, 2008)