## Facts

- The Academy changed its Best Picture rules to limit award recipients to up to three qualifying producers who performed the major portion of producer functions, to be designated by the Producers Branch Executive Committee.
- In making these designations, the Producers Branch Executive Committee relied on eligibility determinations from the Producers Guild of America (Guild).
- Bob Yari and five others received screen credit as producers of *Crash*, which was nominated for Best Picture.
- The Guild required the six credited producers to complete an eligibility form describing their respective responsibilities and contributions.
- After reviewing submissions, the Guild designated two other credited producers as qualifying producers; Yari was not designated.
- *Crash* won Best Picture, but Yari was not recognized by the Academy as a producer for award purposes.
- Yari alleged the decision deprived him of professional prestige and harmed his industry reputation.
- Yari sued the Guild and the Academy alleging: violation of the common-law right to fair procedure, breach of fiduciary duty, breach of implied contract, and promissory estoppel.
- The trial court sustained defendants’ demurrers; after Yari elected to stand on the pleading, judgment was entered for defendants, and Yari appealed.

## Issues

1. Whether the common-law right to fair procedure applies to private organizations’ decisions determining who will be recognized as producers for Best Picture award purposes.
2. Whether the Guild or the Academy owed Yari a fiduciary duty in administering the producer-eligibility/designation process.
3. Whether the allegations stated claims for breach of implied contract or promissory estoppel based on the promulgation and administration of awards eligibility rules.

## Decision

- The Court of Appeal affirmed the judgment of dismissal.
- The court held the common-law right of fair procedure did not apply to the Guild’s and Academy’s internal awards-related determinations.
- The court held Yari failed to state a claim for breach of fiduciary duty because the pleaded relationship did not create fiduciary obligations.
- The court held Yari failed to state claims for breach of implied contract and promissory estoppel because the awards process did not create enforceable contractual obligations or a clear, actionable promise.

## Legal Principles

- The common-law right of fair procedure is limited to situations where a private organization’s action effectively excludes a person from practicing a trade or profession, such that membership or approval is a practical necessity for earning a livelihood.
- Decisions that confer or withhold honorary recognition in a private awards program, without controlling the individual’s ability to work in the profession, generally do not trigger fair-procedure judicial review.
- A fiduciary duty requires a recognized fiduciary relationship (e.g., trustee-beneficiary, agent-principal) or comparable special circumstances; participation in an awards eligibility process, without more, does not create such a duty.
- Implied contract liability requires sufficiently definite mutual assent and consideration; awards determinations are commonly treated as retrospective acknowledgments of achievement rather than bargained-for contests creating contractual rights to a particular outcome.
- Promissory estoppel requires a clear and unambiguous promise and reasonable, detrimental reliance; generalized rules describing an evaluative process are insufficient absent a specific promise of recognition.

## Conclusion

The court refused to extend the fair-procedure doctrine to private organizations’ internal decisions about their own awards where those decisions do not bar professional practice, and it rejected related fiduciary-duty, implied-contract, and promissory-estoppel theories premised on the producer-eligibility process for the Best Picture Oscar.


Yari v. Producers Guild of Am., Inc., 161 Cal. App. 4th 172 (Ct. App. 2008)