Daily Blast - May 07, 2020 - Lewis Brisbois Bisgaard & Smith LLP

This week, the Court of Appeal, Second District, Division Two rendered an unpublished opinion, Quincy Jones v. MJJ Productions, Inc. holding that the trial court erroneously allowed the jury to interpret two producers agreements between Quincy Jones and Michael Jackson’s production company, MJJ Productions, which was solely a judicial function. The Court of Appeal reversed two damage awards for breach of the producer agreements, including an over $5.3 million jury award to Quincy Jones for royalties on record sales and licenses received as profits in a joint venture with Sony Music; and a $1.5 million award for fees Jones claimed he would have received if MJJ had given him the right to remix Jackson’s master recordings. The Court of Appeal found that the jury had misinterpreted relevant terms of the producers agreements and reversed the judgment, remanding back to the trial court to amend the judgment to remove these awards.

The Court found that the trial court failed to perform initial judicial functions before deciding whether the matter could be given to the jury to decide. The court must first consider extrinsic evidence to determine whether the contract is reasonably susceptible to two different interpretations, and whether any of the extrinsic evidence relevant to contract interpretation was in conflict. If yes, the matter may go to the jury. If not, then the trial court must interpret the contract. (Opin., p. 11-12.) The Court further discussed the type of evidence that can be provisionally received by the court - evidence of the parties’ negotiations, their conduct and the circumstances of the contract’s execution, including the nature and customs of the business that the contract concerns. “Only if the language is reasonably susceptible to an interpretation urged is the extrinsic evidence admitted to aid in interpreting the contract.” (Opin. p. 10.) The Court further noted that “[w]hen there is no conflict as to the facts but there are conflicting inferences, contract interpretation remains a judicial function and is not a jury question.” (Id.) Here, the Court concluded that the contract language was not reasonably susceptible to the interpretation urged by Jones, thus the parties’ extrinsic evidence was inadmissible and interpretation of the contract provision was solely a judicial function. By giving the issue to the jury, the court erroneously allowed the jury to act in a judicial capacity and rewrite the contract.