## Facts

- Gabriel Pascal, a theatrical producer, controlled an English corporation holding exclusive world rights to develop a musical and film based on George Bernard Shaw’s *Pygmalion*, in exchange for royalties tied to gross receipts.
- Pascal’s attempts to produce the musical were unsuccessful during his life; he died in July 1954 while the license term remained in effect.
- On February 22, 1954, Pascal signed and delivered a letter to Marianne Z. Speelman (also known as Miss Zaya Kingman), his executive secretary, stating: “I give you” specified percentages of “my shares of profits” from the *Pygmalion* musical stage version (different percentages for England and the United States) and from the film version (worldwide), and stating the participation “is a present” in recognition of her loyal work.
- The letter also stated that, after contracts were signed, Pascal would have his lawyer “confirm” the arrangement “in a legal form.”
- After Pascal’s death, the estate’s temporary administrator arranged for the writing and production of *My Fair Lady*, a highly successful musical based on *Pygmalion*, generating substantial royalties/profits.
- Speelman sued the administratrix of Pascal’s estate, claiming the letter effected a completed present gift/assignment of a portion of Pascal’s future profit participation from the relevant stage and film adaptations.
- The estate argued the letter was only a promise of a future gift, that the purported subject matter was too contingent and speculative, and that the rights were held through a corporation rather than Pascal personally.
- The trial court ruled for Speelman, the Appellate Division affirmed, and the Court of Appeals affirmed.

## Issues

1. Whether a signed, delivered letter stating “I give you” specified percentages of “my shares of profits” from defined stage and film adaptations constituted a present, completed gift by assignment rather than an unenforceable promise of a future gift.
2. Whether an assignment of contingent future royalties/profits is sufficiently definite and legally effective to bind the assignor’s estate when the profits later arise.
3. Whether the use of “profits” terminology and the interposition of a closely held corporation defeated the effectiveness of the assignment.

## Decision

- The Court of Appeals affirmed the judgment for Speelman.
- The court held the letter effected a valid, completed present gift by assignment of a portion of Pascal’s prospective royalty/profit shares from the specified *Pygmalion* stage and film ventures.
- The assignment attached and became enforceable against the estate when the identified profit stream later came into existence.
- The reference to later confirmation “in a legal form” was treated as contemplated formalization/notice, not a condition precedent to validity.
- The contingent nature of the profits and the use of the word “profits” did not make the transfer void for indefiniteness.
- The corporate-form objection did not defeat Speelman’s claim on the record, given Pascal’s substantial ownership and economic interest and the manner in which the issue was presented in the litigation.

## Legal Principles

- A writing that uses present-transfer language (e.g., “I give you” and “is a present”) and is delivered to the donee may constitute a completed, irrevocable gift by assignment.
- A present assignment may validly cover future or contingent income interests; enforceability arises when the described fund or payment stream is later realized.
- Delivery of the written instrument to the assignee can complete the transfer; contemplated later documentation does not negate a completed assignment absent clear conditional language.
- An assignment is not invalid merely because the subject is described as a share of “profits,” where the underlying venture and the assigned percentage interests are adequately identified.

## Conclusion

The court enforced Pascal’s delivered letter as a present assignment of defined percentages of his prospective royalties/profits from specified *Pygmalion* stage and film adaptations, holding that the assignee’s rights became enforceable against the estate when the profits later materialized.


Speelman v. Pascal, 10 N.Y.2d 313, 178 N.E.2d 723 (N.Y. 1961)