## Facts

- Macy’s agreed with the producers of the musical *Annie* to sponsor and promote a talent search marketed as “Macy’s Search for Broadway’s New ‘Annie’,” with auditions at multiple Macy’s stores and a final audition in New York.
- Advertisements stated that “the starring role in this 20th Anniversary Broadway production and national tour could be yours,” and the plaintiffs alleged the materials promised the winner would star on tour and on Broadway.
- Joanna Pacitti, a minor, entered the contest after her parents signed a contestant agreement referencing the winner’s receipt of a “standard theatrical contract.”
- Joanna won and accepted the producers’ standard contract to play Annie on the touring production; the contract permitted the producers to replace her.
- The producers later replaced Joanna before the production reached Broadway.
- The Pacittis sued Macy’s under state-law contract and tort theories, alleging Macy’s promotional statements and contest documents misled them into believing Joanna would actually star in both the tour and Broadway.
- The district court limited discovery, excluding evidence concerning Macy’s relationship with the *Annie* producers, and granted summary judgment to Macy’s on all claims, reasoning Macy’s obligations were satisfied once Joanna received a standard contract.

## Issues

1. Whether the contestant agreement and related promotional materials unambiguously limited Macy’s obligation to procuring a standard, replaceable theatrical contract, or were ambiguous such that a factfinder could conclude Macy’s promised the winner would actually star in the production (including Broadway).
2. Whether the district court abused its discretion by restricting discovery into Macy’s relationship and communications with the *Annie* producers, where such evidence could bear on contractual intent and alleged misrepresentations.

## Decision

- The Third Circuit reversed summary judgment for Macy’s and remanded for further proceedings.
- The court held the contest documents and promotional materials were reasonably susceptible to more than one interpretation regarding Macy’s obligations to the winner.
- The court reversed the discovery limitation order, concluding the restrictions improperly foreclosed potentially material evidence concerning Macy’s relationship with the producers.

## Legal Principles

- Summary judgment is improper when contractual language, read in context, is reasonably susceptible to multiple interpretations, because interpretation of an ambiguous contract is a fact question.
- Promotional and advertising language connected to a contest may be relevant to determining the scope of the parties’ obligations and may create triable ambiguity when read alongside entry or contestant agreements.
- Discovery under the federal rules is broad; limits may constitute an abuse of discretion when they prevent inquiry into inter-party relationships and communications that could affect intent, knowledge, allocation of responsibility, or the truthfulness of contested representations.

## Conclusion

Because Macy’s contest materials could be read either as promising only a standard contract or as promising the winner an actual starring role on tour and on Broadway, the Third Circuit held the case could not be resolved as a matter of law and required fact development; it also required broader discovery into Macy’s relationship with the producers to test the plaintiffs’ contract and tort theories.


Pacitti v. Macy's E., Inc., 193 F.3d 766 (3d Cir. 1999)