## Facts

- Kim Basinger, a well-known actress, performed acting work through her loan-out corporation, 1 Mighty Wind, Inc. (Mighty Wind), which received compensation for her services and paid her as an employee.
- In late 1990, Main Line Pictures, Inc. (Main Line), an independent production company, sought to cast Basinger in the lead role in *Boxing Helena*.
- On December 28, 1990, Main Line’s president wrote to Basinger’s representatives offering $500,000 plus deferred compensation to star in the film.
- In January 1991, Basinger met with the film’s writer-director, Jennifer Lynch, and discussed the script and Basinger’s concerns about nude scenes and how the scenes would be filmed.
- In January 1991, attorneys for Basinger and Mighty Wind met with Main Line’s attorney to negotiate the terms of an acting-services arrangement.
- In February 1991, a deal memo (a common unsigned industry document summarizing terms) was circulated to counsel.
- A long-form acting-services contract identifying Mighty Wind as the contracting party (providing Basinger’s acting services) was drafted but never signed.
- While the documents remained unsigned, Main Line proceeded with pre-production and incurred expenses in reliance on Basinger’s expected involvement, including announcing her attachment to the project.
- In June 1991, after repeated discussions about reservations regarding the film, Basinger withdrew from the project.
- Main Line sued Basinger individually and Mighty Wind for breach of contract. Main Line expressly declined to plead that Mighty Wind was Basinger’s alter ego.
- The jury received a special verdict question asking: “Did Kim Basinger and/or Mighty Wind enter into an oral contract with Main Line for Ms. Basinger to perform acting services?”
- The jury returned a verdict for Main Line and assessed $8 million in damages against “Basinger and Mighty Wind.”
- The trial court denied defendants’ motions for judgment notwithstanding the verdict and for a new trial, and defendants appealed.

## Issues

1. Whether special verdicts using “and/or” to describe two legally distinct defendants are prejudicially ambiguous because they do not specify which defendant the jury found liable.
2. Whether, when the plaintiff does not plead or prove alter ego, a judgment may impose liability on an individual performer based on a verdict that does not differentiate between the performer and her loan-out corporation.

## Decision

- The Court of Appeal reversed the judgment.
- The court held that the “and/or” special verdicts were prejudicially ambiguous because they did not differentiate between the liability of Basinger and Mighty Wind.
- Because the ambiguity required reversal, the court did not reach defendants’ remaining arguments concerning the evidence and the damages award.
- The matter was remanded for further proceedings consistent with the opinion.

## Legal Principles

- A special verdict must contain clear findings on the ultimate facts required to support the judgment.
- A special verdict is defective when its wording leaves uncertainty about what the jury actually decided on an essential element of liability.
- In multi-defendant cases, verdict forms must permit the court to determine which defendant the jury found responsible; a combined “and/or” finding may be too uncertain to support a joint judgment.
- A corporation is a separate legal person from its shareholders and employees; without an alter-ego theory (properly pleaded and supported by findings), corporate obligations are not automatically imposed on the individual.

## Conclusion

Because the verdict form asked whether “Kim Basinger and/or Mighty Wind” entered an oral contract and the jury’s answer did not identify which legally separate defendant contracted and breached, the Court of Appeal found the special verdicts too ambiguous to support an $8 million judgment against both defendants and reversed without reaching other challenges.


Main Line Pictures v. Basinger, No. B077509, 1994 WL 814244 (1994)