## Facts

- Actress Cicely Tyson agreed, through her personal services corporation, This Is Me, Inc., to perform the lead role in a Broadway production of *The Corn Is Green* and to participate in a contemplated videotaping for television.
- Elizabeth Taylor and Zev Bufman formed a producing venture intended to mount live stage productions and also create video/television versions of those plays, using Zev Bufman Entertainment, Inc. as a production entity.
- The parties executed several writings for the stage production and the contemplated taping; some were standard Actors’ Equity Association (Equity) forms and others were separately drafted producer agreements, signed by different persons and entities.
- The parties negotiated a “pay-or-play” guarantee of $750,000, intended to assure Tyson payment of at least that amount even if the show ended before she earned that sum in weekly salary.
- The arrangement evolved into separate agreements for the stage production (a play contract) and the contemplated taping (a video contract).
- The pay-or-play clause appeared in the video contract, which on its face was between This Is Me, Inc. and Zev Bufman Entertainment, Inc.; the individual defendants argued this meant only the corporation could be liable on that guarantee.
- The agreements referenced one another, and the stage-side documents incorporated Equity terms that restricted the ability of producers to avoid obligations through closely held corporate entities and could extend responsibility to other producing enterprises directed by a signatory.
- The play closed after a short run, and the video was never made; Tyson did not receive $750,000 in salary or other payments, and This Is Me, Inc. sought the unpaid balance under the guarantee.
- A jury in the Southern District of New York found Taylor and Bufman personally liable on the guarantee; the district court later entered judgment as a matter of law (JMOL) for Taylor and Bufman, reasoning they did not sign the only contract containing the guarantee and that the plaintiff’s linkage theories were barred by the parol evidence rule.
- This Is Me, Inc. appealed from the JMOL.

## Issues

1. Whether the various contracts were sufficiently connected that a jury could read them together as parts of one transaction.
2. Whether contractual language referring to “a contract made in relation to the Play” could cover the video agreement governing the contemplated taping.
3. Whether, on the trial record, a reasonable jury could find Taylor and Bufman personally bound to the $750,000 pay-or-play guarantee despite the guarantee’s placement in a corporate-signed video contract.
4. Whether the parol evidence rule barred consideration of the other related written agreements and surrounding contractual context when determining who was bound by the guarantee.

## Decision

- The Second Circuit reversed the district court’s JMOL in favor of Taylor and Bufman.
- The court reinstated the jury’s verdict finding Taylor and Bufman personally liable (in addition to any corporate liability) for the unpaid portion of the $750,000 pay-or-play guarantee.
- The court held there was sufficient evidence for a reasonable jury to treat the agreements as interrelated and to conclude that the video contract was a contract “made in relation to the Play.”
- The court rejected the district court’s use of the parol evidence rule to exclude consideration of the related documents and incorporated Equity provisions when resolving which parties undertook the guarantee.
- Applying the JMOL standard, the court concluded that the record permitted the jury’s finding of personal responsibility and that the district court improperly displaced that verdict.

## Legal Principles

- Multiple writings executed as part of a single deal may be construed together to determine the parties’ obligations, particularly where the documents cross-reference one another and address different parts of the same commercial undertaking.
- Incorporated terms from an industry form agreement (such as an Actors’ Equity form) can become operative contract terms and may affect the scope of a producer’s obligations, including individual responsibility beyond a nominal corporate signatory.
- Contract language tying obligations to agreements “made in relation to” a production may reach related agreements (including a videotaping agreement) where the evidence supports a unified stage-and-video project.
- The parol evidence rule does not bar reliance on other writings that are part of the same transaction, nor does it prevent a factfinder from using the full set of related instruments to decide “who is bound” by an obligation.
- On a motion for judgment as a matter of law, the court must view the evidence in the light most favorable to the verdict winner and may overturn a jury verdict only if no reasonable jury could have reached it.

## Conclusion

In *This Is Me, Inc. v. Taylor*, the Second Circuit reversed a post-trial JMOL that had removed personal liability from individual producers and reinstated the jury’s verdict for the plaintiff, holding that the interrelated stage and video agreements, together with incorporated Actors’ Equity terms and the trial evidence about the producing venture, provided a legally sufficient basis for finding Elizabeth Taylor and Zev Bufman personally bound to the $750,000 pay-or-play guarantee even though the guarantee was set out in a video contract signed by a production corporation.


*This Is Me, Inc. v. Taylor*, 157 F.3d 139 (2d Cir. 1998)

This Is Me, Inc. v. Taylor, 157 F.3d 139 (2d Cir. 1998)