## Facts

- Rob Fusari owned Fusari Inc., a music-production company.
- Fusari Inc. signed Stefani Germanotta (Lady Gaga) and worked on recordings and career development with her.
- Fusari Inc. entered an agreement with Lady Gaga’s company, Mermaid LLC.
- The agreement created a third entity, Team Love Child LLC (TLC).
- Under the agreement, TLC was owned 80% by Mermaid and 20% by Fusari Inc.
- The agreement gave Mermaid exclusive rights to Lady Gaga’s recording services, and Mermaid licensed those rights to TLC so TLC could seek distribution for the recordings.
- As Fusari and Lady Gaga’s personal relationship deteriorated, their business relationship deteriorated as well.
- Fusari claimed he was shut out of creative decisions regarding Lady Gaga’s music, including her signing of a new distribution deal with Interscope Records.
- Relying on the contract between Fusari Inc. and Mermaid, Fusari sought a 20% interest tied to Lady Gaga’s deal with Interscope.
- In response to Fusari Inc.’s demand, TLC sent Fusari Inc. two checks.
- The second check stated under the endorser’s signature line: “Endorsed in Accord And Satisfaction Of All Sums Due To Undersigned.”
- Fusari did not sign, deposit, or cash the second check; he returned it to TLC and sued Mermaid and TLC.

## Issues

1. Whether an accord and satisfaction can be formed by tendering a check with conspicuous “accord and satisfaction” language when the recipient refuses to endorse or cash the check and returns it.
2. Whether a creditor’s rejection of a condition-laden check leaves the parties’ underlying disputed contractual claims unresolved.

## Decision

- The dispute is identified as a New York Supreme Court matter, Index No. 2010-650179 (2010).
- No published, citable opinion in standard reporters was located from publicly accessible sources for this index number.
- Publicly available summaries describe the lawsuit’s contract framework (the Mermaid–TLC structure and the claimed 20% interest) and frame the dispute around the legal effect of a returned check bearing “accord and satisfaction” language.
- Because a written opinion and procedural disposition are not publicly available from free primary-law sources, this brief summarizes the dispute and the contract doctrine question presented rather than a quoteable holding.

## Legal Principles

- Accord and satisfaction is a contract method for resolving a disputed obligation by substituting a new performance (often a payment) accepted in full settlement of the dispute.
- Mutual assent is required: the debtor must clearly condition the tender as full settlement, and the creditor must accept that tender on those terms.
- In disputes involving checks, the condition must be clear and conspicuous to the payee (for example, “accord and satisfaction” language placed on or with the instrument).
- Under the common approach reflected in UCC-based doctrine on “accord and satisfaction by instrument,” discharge generally depends on the creditor’s obtaining payment of the instrument; refusing to negotiate the check and returning it typically indicates nonacceptance of the proposed settlement.
- A creditor who does not accept a conditional tender generally remains free to pursue the original disputed claim, subject to any other defenses or contract limits.

## Conclusion

Fusari Inc. v. Mermaid LLC, Index No. 2010-650179 (2010) concerns a music-production company’s dispute with Lady Gaga’s business entities over a contract-created venture (TLC) and a claimed 20% interest connected to a later distribution deal; after TLC sent a check stating “Endorsed in Accord And Satisfaction Of All Sums Due To Undersigned,” Fusari Inc. returned the uncashed check and sued, presenting the question whether a conditional “full settlement” check has any settlement effect without endorsement and payment.
