## Facts

- A California film producer and his company sought an option to film rights for Gabriel Garcia Marquez’s novel *Love in the Time of Cholera*.
- In 1986, the producer met Garcia Marquez abroad; Garcia Marquez stated he would consider selling film rights only if (1) a large payment (later stated as $5 million), (2) a Latin American director, and (3) filming in Colombia were satisfied.
- Garcia Marquez authorized his literary agent to negotiate; negotiations continued through repeated calls, letters, faxes, and multiple trips abroad by the producer.
- The agent met the producer in California in 1988 during a trip for a convention; later that year, Garcia Marquez visited Los Angeles socially and met with the producer.
- The producer sent a letter proposing financial terms for an option; the agent countersigned, while negotiations continued on other terms.
- The letter contemplated execution by Garcia Marquez and required his signature; Garcia Marquez never signed.
- The producer later sent a formal agreement that omitted previously stated conditions; negotiations stalled and no formal contract was executed.
- The producer sued in federal court in California seeking declaratory relief recognizing rights to produce the film; defendants moved to dismiss for lack of personal jurisdiction and failure to state a claim.

## Issues

1. Whether a California federal court could exercise specific personal jurisdiction over a foreign author and his foreign literary agent based on their negotiations and contacts with a California producer.
2. Whether the complaint stated a claim based on an enforceable contract (or related theory) for film rights when the writings contemplated a signed agreement and essential terms remained unsettled.
3. Whether denial of leave to amend was an abuse of discretion.

## Decision

- The Ninth Circuit affirmed the district court’s exercise of personal jurisdiction over both defendants.
- The Ninth Circuit affirmed dismissal for failure to state a claim because no binding contract was formed.
- The Ninth Circuit affirmed denial of leave to amend as futile.

## Legal Principles

- Specific personal jurisdiction may exist where foreign defendants purposefully direct activities toward the forum through targeted negotiations, repeated communications, and in-forum meetings related to the dispute.
- Jurisdiction is reasonable when defendants fail to make a compelling showing of unreasonableness after purposeful direction is established; contemplated ongoing effects in the forum may support reasonableness.
- When parties make execution by a particular party a prerequisite to contract formation, an unsigned writing can fail as a matter of law because the signature functions as a condition precedent.
- An incomplete agreement that leaves essential terms unresolved, especially terms identified by a party as fundamental, is generally unenforceable as an “agreement to agree.”
- Declaratory relief cannot supply substantive contract rights that were never formed through assent on required terms and conditions.

## Conclusion

The court held that California could exercise specific jurisdiction based on defendants’ negotiation-related contacts with the forum, but it refused to treat incomplete negotiations and an unsigned letter contemplating the author’s signature as an enforceable film-rights contract, and it found amendment futile given the absence of any binding agreement.


Roth v. Garcia Marquez, 942 F.2d 617 (9th Cir. 1991)