## Facts

- Three actors who starred in *The Blair Witch Project* signed written performance agreements with the film’s producer.
- Each agreement stated the producer “retains all rights to the results and proceeds” of the performer’s services, retains control of “all tie-ins and merchandising rights,” and is not obligated to use the performer so long as the performer is paid.
- The producer later licensed distribution and related rights to a distributor/producer.
- After the first film’s commercial success, the distributor produced and released a sequel.
- The distributor used the actors’ names and likenesses (including images derived from the first film) in the sequel, in advertising and promotional materials, and in ancillary franchise-related exploitations (e.g., specials, books, websites).
- The actors claimed these later uses exceeded what they authorized and sued for breach of contract, violation of New York Civil Rights Law § 51, Lanham Act § 43(a) false endorsement, and New York common-law unfair competition.
- The distributor moved for summary judgment, arguing the agreements unambiguously authorized the challenged uses and that, as licensee, it could exercise the producer’s rights.

## Issues

1. Whether the agreements’ grant of “all rights to the results and proceeds” of the actors’ services and control of “all tie-ins and merchandising rights” unambiguously authorized use of the actors’ names and likenesses in a sequel and related promotions and ancillary exploitations.
2. Whether the distributor, as the producer’s licensee, could rely on those grants as written consent to defeat claims under New York Civil Rights Law § 51, Lanham Act § 43(a), and New York unfair competition law.
3. Whether any ambiguity or triable factual dispute regarding contractual scope precluded summary judgment.

## Decision

- Summary judgment was granted for the distributor on all claims.
- The court held the agreements were complete and unambiguous and broadly authorized exploitation of the “results and proceeds” of the actors’ services, including name/likeness uses connected to tie-ins, merchandising, and related franchise uses.
- The distributor, as licensee, could exercise the producer’s contract rights to the same extent as the producer.
- Because the challenged uses were authorized by written agreement, the breach of contract and statutory and common-law claims failed as a matter of law.

## Legal Principles

- Under New York law, unambiguous written contracts are enforced according to their plain meaning; extrinsic evidence cannot be used to create ambiguity.
- In entertainment contracts, grants of rights to the “results and proceeds” of a performer’s services may convey broad rights to reuse and exploit performance-related material, absent express limiting language.
- New York Civil Rights Law § 51 requires a use “without written consent”; a valid written contract providing consent defeats the claim.
- A Lanham Act § 43(a) false-endorsement theory fails where the challenged association is within the scope of the performer’s contractual authorization.
- When dispositive issues turn on unambiguous contract interpretation, summary judgment is appropriate absent specific evidence creating a genuine dispute of material fact.

## Conclusion

The court enforced the actors’ broad contractual grants, held the distributor’s sequel and franchise-related uses of their names and likenesses were authorized, and entered summary judgment dismissing the contract, right-of-publicity, Lanham Act, and unfair-competition claims.


Donahue v. Artisan Ent. Inc., 2002 U.S. Dist. LEXIS 5930 (S.D.N.Y. 2002)