## Facts

- Will Smith and Jeffrey Townes formed the music group DJ Jazzy Jeff and the Fresh Prince; Clarence Holmes performed with them as “Ready Rock C.”
- In 1986, Smith and Townes entered a recording contract; Holmes was not an original party.
- Holmes alleged Smith orally promised he would be an equal member of the group and receive one-third of the group’s profits or benefits under the recording contract.
- Holmes later signed an addendum to the recording contract stating he was signed to the same label and would make the same provisions as Smith and Townes.
- The addendum did not expressly grant Holmes a one-third profit share and was not signed by Smith or Townes.
- Holmes stopped performing with the group by about 1990.
- Starting in 1997, Smith paid Holmes approximately $26,000; Smith characterized the payments as gifts, while Holmes claimed they were partial payments on a debt for his alleged profit share.
- In 1999, Holmes sued Smith in federal court for breach of contract and quantum meruit.

## Issues

1. Whether Smith’s later payments constituted an acknowledgment of an existing debt sufficient to restart or toll the statute of limitations on Holmes’s contract claim.
2. Whether Holmes’s quantum meruit claim was timely under a “continuing contract” theory delaying accrual until the relationship ended.

## Decision

- The Third Circuit affirmed summary judgment for Smith.
- Holmes’s contract and quantum meruit claims were barred by the statute of limitations.
- Smith’s payments did not clearly acknowledge a specific, enforceable debt and therefore did not revive an otherwise untimely contract claim.
- The “continuing contract” theory did not delay accrual for quantum meruit because Holmes’s services and relationship with the group ended years before suit was filed.

## Legal Principles

- Contract and quasi-contract claims accrue when the alleged breach occurs or, for services, when the services end and payment is due; limitations periods run from accrual absent a recognized tolling or revival doctrine.
- A time-barred contract claim may be revived only by a clear, unequivocal acknowledgment of an existing, enforceable obligation that indicates a willingness to pay; ambiguous or gratuitous payments are insufficient.
- A continuing contractual relationship does not indefinitely delay accrual once performance has terminated; quantum meruit claims accrue when the plaintiff stops providing services and the defendant’s retention of the benefit becomes fixed.

## Conclusion

The court affirmed dismissal on limitations grounds, holding that Holmes sued too late and could not restart or delay the limitations period through Smith’s later payments or by characterizing the relationship as continuing after Holmes stopped performing.


Holmes v. Smith, 94 F. App’x 905 (3d Cir. 2004)