## Facts

- Metro-Goldwyn-Mayer, Inc. (MGM) agreed with a television network to produce a pilot film for a proposed television series, with the network holding an option to order a series based on the pilot.
- MGM and actor Roy Scheider (and his production company) reached an oral understanding that Scheider would act in the pilot and, if the network ordered a series, would star in the series at agreed compensation rates.
- When the parties reached their understanding, at least one item remained open: how Scheider would bill MGM for his services. The overall arrangement would tie up Scheider’s services for a period exceeding one year.
- Scheider nevertheless performed: in the fall of 1971 he traveled to Munich, Germany and filmed the pilot over several weeks, and he was paid for that work.
- By early 1972, MGM and Scheider had reached a general oral agreement on the essential business terms for the pilot-and-series arrangement, but they never executed a final written contract.
- The parties never fixed a written start date for filming the series if the network exercised its option to order one.
- Evidence at trial showed a television-industry custom known to the participants: when a pilot is filmed in the fall and shown to a network during the winter, a network decision to schedule the show for the next fall season requires production to begin in the spring—by early June at the latest.
- The network later ordered the series for fall 1972 broadcast, and MGM called on Scheider to begin filming in June 1972 consistent with that custom.
- Scheider refused. MGM sued for breach, seeking (1) injunctive relief preventing Scheider from performing acting services for others during periods he owed services to MGM and (2) damages.

## Issues

1. Whether the parties formed an enforceable contract for Scheider’s services in a series despite the lack of a final signed writing and continuing discussions over details.
2. Whether the alleged oral agreement was barred by New York’s Statute of Frauds as an agreement not to be performed within one year.
3. Whether the failure to specify a series start date made the agreement too indefinite, or whether the court could supply a start date by reference to established industry custom.
4. If a breach was shown, whether equitable relief in the form of a negative injunction (rather than an order compelling performance) and damages were available.

## Decision

- The court found that MGM and Scheider had reached an enforceable agreement for Scheider’s services connected to the pilot and any resulting series ordered by the network.
- The court held that the absence of an express written start date for series filming did not defeat enforcement because the start time could be fixed by the parties’ shared understanding of industry custom and a reasonable time for performance.
- The court rejected Scheider’s Statute of Frauds defense on the facts and structure of the arrangement, concluding the agreement was not unenforceable under the one-year provision.
- The court granted equitable relief in the form of a negative injunction restraining Scheider from performing acting services for others when he was obligated to MGM, and it recognized MGM’s claim for damages based on Scheider’s refusal to perform.

## Legal Principles

- A contract may be enforceable even if the parties expect a later formal writing, when the evidence shows agreement on essential terms and conduct (including performance and payment) consistent with an intent to be bound.
- An agreement is not unenforceably indefinite merely because a term is unstated, if the missing term can be supplied by an objective standard such as trade usage or established industry custom known to both sides.
- Under New York’s one-year Statute of Frauds, an oral agreement is barred only when, by its terms, it cannot possibly be fully performed within one year; the presence of conditions or options affecting duration may keep the agreement outside the statute.
- Courts generally will not order affirmative specific performance of personal services, but may enforce such agreements through a negative injunction preventing the performer from working for others during the period of exclusivity or conflicting obligations.
- A party’s refusal to perform after the other side has relied and committed resources may support both equitable relief and a claim for monetary damages.

## Conclusion

Metro-Goldwyn-Mayer, Inc., v. Scheider held that an oral pilot-and-series services agreement could be enforced despite the absence of a final signed contract and a missing written start date, because the parties’ conduct showed assent to essential terms and the start date could be supplied by television-industry custom; the court rejected the Statute of Frauds defense and granted negative injunctive relief and damages remedies for Scheider’s refusal to perform.


Metro-Goldwyn-Mayer, Inc., v. Scheider, 75 Misc. 2d 418 (1972)