## Facts

- Peter Gennaro, a prominent Broadway choreographer, and his production company sued producer Maurice Rosenfield and his wife in connection with a proposed Broadway stage adaptation of *Singin’ in the Rain*.
- Rosenfield acquired rights to adapt the work for stage presentation and licensed rights for a London production.
- In 1980, a British agent contacted Gennaro’s representatives about choreographing the London production; Gennaro agreed and choreographed the London show, which was successful.
- Gennaro asserted he accepted the London engagement based on an understanding that he would have an “option” or opportunity to choreograph the planned American (Broadway) production.
- A January 20, 1983 letter signed by Rosenfield memorialized aspects of the parties’ discussions and contemplated a later, comprehensive contract; no such formal contract was executed.
- Rosenfield proceeded with plans for an American production but did not engage Gennaro as choreographer.
- Plaintiffs alleged breach of contract (and related theories) and asserted a defamation claim based on statements made during the dispute.
- Plaintiffs moved for a preliminary injunction to bar defendants from hiring any choreographer other than Gennaro pending resolution of the case, claiming reputational harm and loss of professional opportunity.

## Issues

1. Whether plaintiffs showed a likelihood of success on the merits that an enforceable contract or option entitled Gennaro to choreograph the American production.
2. Whether plaintiffs established irreparable harm absent an injunction.
3. Whether the balance of hardships tipped decidedly in plaintiffs’ favor under the governing preliminary-injunction standard.

## Decision

- The court denied the motion for a preliminary injunction.
- Plaintiffs did not show a likelihood of success on the contract claim because the letter agreement and subsequent conduct were ambiguous and contemplated a later contract that was never executed.
- Plaintiffs failed to prove irreparable harm; claimed reputational and skills-related harms were speculative, and economic injury was compensable by money damages.
- The balance of hardships did not favor plaintiffs because an injunction would significantly disrupt or constrain the producer’s ability to mount the production.

## Legal Principles

- A preliminary injunction requires irreparable harm and either (a) likelihood of success on the merits or (b) sufficiently serious questions on the merits plus a balance of hardships tipping decidedly toward the movant.
- A letter agreement that contemplates a later, more complete contract may be treated as a nonbinding agreement to negotiate if material terms are unsettled and the contemplated final contract is not executed.
- Allegations of reputational injury must be supported by non-speculative evidence to qualify as irreparable harm; monetary damages generally defeat a claim of irreparable injury where they can make the plaintiff whole.
- Courts are reluctant to issue injunctions that effectively dictate or freeze personal-service arrangements in creative industries, particularly where the merits are uncertain and the order would impede production.

## Conclusion

The court refused to enjoin the producer from hiring another choreographer because plaintiffs did not establish an enforceable right to the Broadway engagement, could be adequately compensated by damages if they ultimately prevailed, and sought relief that would unduly burden and disrupt the planned production.


Gennaro v. Rosenfield, 600 F. Supp. 485 (S.D.N.Y. 1984)