## Facts

- A producer-controlled theatrical entity sought to mount a Broadway musical about Mahalia Jackson and invited Aretha Franklin to star in the title role.
- Franklin expressed strong interest, directed negotiations to her agents, and her representatives communicated that the producer’s “final proposal” was acceptable.
- Franklin and the producer discussed artistic and scheduling matters; Franklin made statements and engaged in conduct the court treated as an unequivocal commitment to perform (including “This is what I am doing”).
- In reliance, the producer undertook substantial preparations: reserving rehearsal space, hiring creative and technical personnel, and making investor and theatre arrangements.
- The parties used Franklin’s standard “Domestic Rider,” which stated the agreement “shall not be deemed valid until executed by ARTIST,” and Franklin never signed the final documents.
- Rehearsals were scheduled to begin in New York, but Franklin did not appear, citing fear of flying; the producer offered accommodations but the production was suspended after incurring significant pre-production costs.
- Franklin and her production company asserted a counterclaim based on an alleged separate agreement for a Detroit engagement, which the producer disputed as contingent and unfulfilled.

## Issues

1. Whether a binding performance contract existed despite an unsigned writing that expressly conditioned validity on execution by the artist.
2. If no contract existed, whether Franklin’s statements and conduct created promissory estoppel liability by inducing reasonable and foreseeable reliance.
3. Whether defendants proved a separate, enforceable Detroit engagement agreement and a breach by the producer.

## Decision

- The court held no enforceable contract existed because the rider’s execution clause functioned as a condition precedent to contract formation and Franklin did not sign.
- The court held Franklin liable under promissory estoppel because she made a clear promise to perform, the producer reasonably and foreseeably relied, and nonperformance caused substantial detriment.
- The court dismissed the counterclaim, finding the alleged Detroit arrangement contingent (including on financing and Franklin’s participation) and not breached by the producer.
- Damages were addressed separately through referral for determination of reliance-based recovery.

## Legal Principles

- Where parties adopt a writing that expressly states the agreement is not valid unless executed by a specified party, lack of that signature can defeat contract formation even if many terms were agreed.
- Promissory estoppel may impose liability absent a contract when (1) a clear and definite promise is made, (2) reliance is reasonable and foreseeable, and (3) enforcement is necessary to avoid injustice.
- Reliance preparations (e.g., staffing, space reservations, and production commitments) can satisfy the detrimental reliance element when undertaken in response to an identifiable promise of performance.
- A counterclaim for breach requires proof of an enforceable agreement and noncontingent obligations; contingent arrangements dependent on unmet conditions may be nonactionable.

## Conclusion

The court found that the unsigned rider’s execution requirement prevented contract formation, but imposed promissory estoppel liability because Franklin’s definite assurances induced substantial, foreseeable reliance; defendants’ contingent counterclaim was dismissed.


Elvin Assocs. v. Franklin, 735 F. Supp. 1177 (S.D.N.Y. 1990)