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CBS is asking an L.A. judge to end a three-year legal fight over profits from the MacGyver reboot — arguing that the plaintiffs’ breach of contract claim fails because there was never a “meeting of the minds” on key terms and they haven’t proven an enforceable agreement exists.
The dispute stems from a TV producing deal in the mid-1980s involving actor-producer Henry Winkler, director-producer John Rich, Paramount and Major Talent Agency that preceded the original MacGyver series.
Following the launch of the 2016 reboot, Hanzer Holdings and Arlita sued CBS claiming they’re entitled to a share in profits for MTA’s work as a packaging agent in connection with the 1985 series as its successors in interest. In August, they filed an amended complaint, which CBS argues “changed their allegations about what contract they are suing on” and raised the issue of whether there was a “meeting of the minds” decades ago when it came to key terms in the agreement. In a Dec. 2 filing, CBS argues, “Such a failure to reach a meeting of the minds on all material terms ‘prevents the formation of a contract even though the parties have orally agreed upon some of the terms, or have taken some action related to the contract.'”
In September, L.A. County Superior Court Judge Maureen Duffy-Lewis gave CBS the green light to file a motion for summary judgment in response to that amended complaint and pushed back a trial that had been scheduled to start Oct. 12 to April 2022.
In short, CBS is arguing that what Hanzer and Arlita “claim is a binding, enforceable agreement cannot, as a matter of law, be a valid contract because there was never offer and acceptance.”
“The Proposed Agreement contemplated that each specific television show produced thereunder would have its own separate joint venture agreement between the parties related to that television show,” states the filing, which is embedded below. “After the parties acknowledged, in writing, that an early draft of the Proposed Agreement was signed ‘in error,’ they continued to negotiate for several years.”
Winkler’s camp, according to CBS, sent a redlined draft of the deal to Paramount in December 1984. The distributor countered with its own proposed changes in October 1985, but Winkler and Rich didn’t sign. According to the filing, areas of tension included compensation, distribution cost deductions and the term of the agreement. A few months later, in January 1986, Paramount sent Winkler’s lawyer a joint venture agreement specific to MacGyver.
“After three-plus years of litigation, over a dozen depositions, hundreds of written discovery requests, and thousands of pages of documents exchanged, the combination of documents Plaintiffs proffer as the alleged contract they seek to enforce is unenforceable as a matter of law due to the lack of mutual consent,” states the filing. “The issues regarding contract formation are ripe for summary judgment given Plaintiffs’ admissions and acknowledgment that whether the documents they point to in their FAC amount to an enforceable ‘final contract’ is a legal conclusion for this Court to decide. … Twelve jurors cannot save Plaintiffs from their own words, and CBS respectfully requests that the Court grant summary judgment rather than force a jury to try to find a contract that Plaintiffs themselves cannot identify.”
CBS also alleges “the tag-along implied covenant claim fails as a matter of law because there is no enforceable contract.” If the court declines to grant summary judgment, CBS is asking it to consider summary adjudication on the breach of implied covenant claim.
A hearing is currently set for Feb. 15.
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