## Facts

- An event organizer planned a multi-day Los Angeles music festival for June 2020.
- The organizer entered separate performance agreements with touring entities for three artists; a talent agency negotiated the contracts and received about $6 million in deposits as the artists’ agent.
- Each contract included a force majeure clause: (1) defining covered events as beyond the parties’ control making performance impossible, infeasible, or unsafe; (2) excusing liability to each other for failure to perform if cancellation results; and (3) requiring the purchaser to remain liable for the artist’s guarantee if the artist was “otherwise ready, willing, and able to perform,” except when cancellation was due to the artist’s death, illness, or injury.
- In March 2020, governmental orders related to COVID-19 prohibited large gatherings, and the festival was canceled.
- The organizer demanded return of the deposits, asserting the force majeure clause required refunds when performance became impossible; the artists and agency refused, asserting the clause allocated the risk to the purchaser so long as the artists were personally ready and willing to perform.
- The organizer sued for breach of contract and breach of the implied covenant against the artists, and for conversion, money had and received, unfair competition, and declaratory relief against the agency.
- The trial court granted summary judgment for defendants, concluding the force majeure provision allocated the risk to the organizer and the clause was not reasonably susceptible to the organizer’s interpretation.

## Issues

1. Whether the force majeure clause required return of the deposits after a COVID-19-related cancellation, or instead allowed the artists to retain deposits if they were “otherwise ready, willing, and able to perform.”
2. Whether enforcing the clause to permit retention of deposits constituted an unlawful penalty or invalid forfeiture, or otherwise rendered the contracts illegal or void as against public policy.
3. Whether the agency could be liable for conversion, money had and received, unfair competition, or declaratory relief given the contracts’ allocation of rights to the deposits.

## Decision

- The Court of Appeal affirmed summary judgment for the artists and the agency.
- The force majeure clause was unambiguous and not reasonably susceptible to the organizer’s reading; it allocated the economic risk of a qualifying force majeure cancellation to the purchaser when the artists were personally “otherwise ready, willing, and able to perform.”
- Allowing defendants to retain the deposits was not an unlawful penalty or invalid forfeiture and did not make the contracts illegal or void.
- Because defendants were contractually entitled to the deposits, the organizer’s contract, quasi-contract, tort, UCL, and declaratory-relief theories failed as a matter of law.

## Legal Principles

- Contract interpretation turns on the parties’ mutual intent at formation, inferred from the contract’s clear language read as a whole.
- A force majeure provision may allocate the financial risk of cancellation; courts enforce that allocation where the text is clear.
- Language requiring payment if the artist is “otherwise ready, willing, and able to perform” can refer to the artist’s personal readiness and willingness, even when external conditions prevent the event.
- Penalty and forfeiture doctrines generally do not invalidate negotiated risk-allocation terms when cancellation arises from a force majeure event rather than a party’s breach.
- Conversion, money had and received, and UCL claims fail where the defendant’s retention of funds is authorized by contract and the plaintiff lacks a superior right to possession.

## Conclusion

The court enforced a force majeure clause that shifted pandemic-cancellation risk to the event organizer, holding that artists could retain substantial deposits when they remained personally ready and willing to perform and that this bargained-for allocation was neither an unlawful forfeiture nor a basis for derivative tort, quasi-contract, or UCL liability.


VFLA Eventco, LLC v. William Morris Endeavor Ent. LLC, 100 Cal. App. 5th 287, 318 Cal. Rptr. 3d 844 (Cal. Ct. App. 2024)