## Facts

- Metro-Goldwyn-Mayer, Inc. (MGM) arranged with ABC to produce a television pilot and, if ordered, a related series.
- MGM and actor Roy Scheider (and his production company) reached an oral understanding that Scheider would star in a pilot film for $20,000 and, if a series resulted, would star in the series at escalating per-episode rates over multiple seasons.
- The parties also agreed MGM would have a one-year option, measured from completion of the pilot, to obtain Scheider’s services for the series if ABC ordered it.
- Scheider’s billing was later agreed: second-star billing in the pilot and first-star billing in the series.
- The parties anticipated a later, more detailed written agreement; negotiations continued, with the main unresolved point being the precise start date for series production if the show was ordered.
- Evidence established an industry practice that, when a series is ordered for fall broadcast based on a pilot, production typically begins in spring, by early June.
- Scheider performed in the pilot and was paid, but later refused to perform in the series, asserting no binding obligation existed due to the unresolved start-date term.
- ABC exercised its option requiring MGM to deliver a series for broadcast beginning in September 1972; MGM sought Scheider’s services consistent with customary production timing, and he refused.
- MGM sued seeking injunctive relief restricting Scheider’s competing services during the claimed commitment period and seeking damages for breach.

## Issues

1. Whether the parties formed a complete and enforceable contract for Scheider’s services in the series despite the absence of an expressly agreed series start date.
2. Whether an omitted performance detail (start date) could be supplied by objective industry custom and practice known to both parties.
3. Whether MGM could obtain injunctive relief and proceed to a trial on damages for Scheider’s refusal to perform.

## Decision

- The New York Court of Appeals affirmed the judgment enforcing the contract and the disposition permitting MGM to pursue remedies, including a damages trial.
- The Court upheld the lower courts’ determination that a complete contract existed, notwithstanding that not every detail had been expressly settled.
- The Court accepted reliance on industry custom and practice to supply the missing start-date term.
- The Court treated the lower courts’ factual findings, adopted by the Appellate Division and supported by evidence, as not subject to further review on appeal.

## Legal Principles

- A contract may be enforceable where the parties agree on essential terms and manifest intent to be bound, even if they contemplate a later formal writing.
- Partial performance consistent with the asserted agreement (e.g., performing services and accepting payment) supports a finding that a binding agreement was formed.
- A contract is not too indefinite merely because a performance detail is omitted if the missing term is objectively ascertainable, including by established industry custom and practice known to the parties.
- On review, where the Appellate Division adopts trial-court findings supported by the record, the Court of Appeals will not reweigh credibility or factual determinations in assessing contract formation and completeness.

## Conclusion

The Court of Appeals enforced the actor-services agreement, holding that the parties’ assent to essential terms and Scheider’s pilot performance supported a finding of a complete contract, and that the omitted series start date could be supplied by objective television-production custom, permitting MGM to pursue injunctive and damages remedies for nonperformance.


Metro-Goldwyn-Mayer, Inc. v. Scheider, 40 N.Y.2d 1069, 392 N.Y.S.2d 252, 360 N.E.2d 930 (N.Y. 1976)