Nuevos Aires Shows LLC v. Urs Buhler

Background

Nuevos Aires Shows LLC described itself as an entertainment company that provides booking services for international artists and performers. The complaint alleged that Urs Bühler contacted Nuevos Aires in October 2017 about management services. After email exchanges involving Bühler, Sébastien Izambard, and Nuevos Aires’s principal executive, Marcela V. Wilte, Nuevos Aires alleged that the parties reached an oral agreement.

According to the complaint, Wilte would serve as Il Divo’s exclusive and direct agent, use Nuevos Aires’s contacts to obtain a major record-label deal, and work with the group for a period tied to the record-label contract and lasting at least five years. Nuevos Aires alleged that it obtained a record-label contract for Il Divo with UMG Recordings Inc. in 2018. It also alleged that it entered a contract with Jorge E. Pinos and JEP Entertainment Group, Inc. concerning concert-date administration and contacts with record labels.

Nuevos Aires alleged that defendants stopped communicating with it in July 2018 and that it lost business opportunities and unpaid royalties, commissions, and other compensation. Its complaint asserted claims for breach of contract, specific performance, punitive damages, attorneys’ fees, costs and interest, tortious interference with contractual relations, and unjust enrichment. The defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which allows dismissal when a complaint does not state a legally sufficient claim.

Breach of Contract and Specific Performance

The court applied New York law because the parties relied on New York law in their submissions. Under New York’s Statute of Frauds, an agreement that cannot be performed within one year generally must be in a signed writing to be enforceable. The court concluded that the alleged oral agreement was expressly tied to a record-label contract lasting at least five years, so it could not be fully performed within one year.

The court found that the October 2017 emails did not satisfy the writing requirement. Those emails concerned an offer to establish an initial Il Divo office, predated the alleged oral agreement, and did not identify the subject matter and essential terms of the alleged five-year agency arrangement. The court therefore concluded that the alleged oral agreement was void under the Statute of Frauds and that the breach-of-contract and specific-performance claims against the Il Divo defendants had to be dismissed.

The court also held that the complaint failed to describe the agreement’s terms with enough specificity. The allegations that Nuevos Aires would act as Il Divo’s agent, use its contacts and influence to obtain a record-label deal, and work with the group for at least five years did not identify Nuevos Aires’s specific obligations or the compensation and fees the defendants allegedly owed. The court concluded that the alleged agreement lacked a sufficiently definite standard for determining performance, breach, or an appropriate remedy.

The court rejected Nuevos Aires’s attempt to rely on promissory estoppel in its opposition and surreply. It stated that a complaint cannot be amended merely by raising new facts and theories in briefing. It also concluded that Nuevos Aires had not alleged the type of unusually severe injury that could allow promissory estoppel to overcome the Statute of Frauds.

Other Claims

The court dismissed Nuevos Aires’s claims for punitive damages, attorneys’ fees, costs, and interest because Nuevos Aires consented to their dismissal in its opposition brief.

The court separately dismissed the tortious-interference claim against Pinos and JEP. It explained that those defendants could not themselves use the Statute of Frauds as a personal defense to the claim. However, because the alleged agreement was unenforceable and therefore voidable, the claim had to meet the more demanding standard for interference with business relations. The court found that the complaint did not plausibly allege that Pinos and JEP knew of the relevant relationship, acted with malice or through dishonest, unfair, or improper means, or caused injury to that relationship.

The court also dismissed the unjust-enrichment claim. It concluded that Nuevos Aires could not use an unjust-enrichment label to avoid the Statute of Frauds for services allegedly covered by the agreement with the Il Divo defendants. As to Pinos and JEP, the court found that the complaint did not adequately allege that they were enriched at Nuevos Aires’s expense; the allegation that defendants received benefits at Nuevos Aires’s expense was only a bare assertion without supporting facts.

Disposition

Judge Naomi Reice Buchwald granted the defendants’ motion to dismiss. The court dismissed the claims discussed above and directed the Clerk of Court to terminate pending motions and close the case. The opinion does not state that the dismissals were with or without prejudice.

Procedural Note

The opinion refers to an “amended complaint” in its discussion of tortious interference, although the provided text otherwise describes the operative pleading as the complaint. The summary follows the court’s stated reasoning and disposition.