1. K Interpretation Prof. Merges Contracts – 3.15.2011

2. Extrinsic evidence What is this? What does it mean?

3. Greenfield v Philles Records Inc. Procedural history Facts

4. The Ronettes

6. What is the cause of action?

7. Breach of K: Defendant has no right to license songs for movies (“synch rights”), and owes plaintiffs royalties on new releases of old songs

8. What language in the K is at issue?

9. “All recordings made hereunder and all records and reproductions made therefrom..., shall be entirely [Philles’] property.... Without limitation of the foregoing, [Philles] shall have the right to make phonograph records, tape recordings, or other reproductions of the performances embodied in such recordings by any method now or hereafter known....”

10. Holding

11. “Because there is no ambiguity in the terms of the Ronettes’ agreement, defendants are entitled to exercise complete ownership rights, subject to payment of applicable royalties due plaintiffs...” Extrinsic evidence; “personal notions of fairness and equity” – p. 389

12. WWW Assocs. v. Giancontieri Why is evidence inadmissible when an agreement is unambiguous on its face? How do you know when an agreement is unambiguous?

13. What was the deal in Giancontieri? $750,000 for 2 acre parcel Senior citizen home development

14. What was the deal in Giancontieri? $750,000 for 2 acre parcel Terms:  “litigation cancellation” provision  10 day cancellation provision  Extrinsic evidence: Only for plaintiff’s benefit: defendant could not cancel

15. Trident Center v. Conn. Gen. Life History Facts

17. History

18. Not only did Def. win, but plaintiff was sanctioned....!

19. What language was at issue?

20. “[Trident] shall not have the right to prepay the principal amount hereof in whole or in part before January 1996.” K signed 1983

21. Trial court Easy case No ambiguity here

22. 9 th Circuit Trident seeks to offer extrinsic evidence on the “true agreement of the parties” which allowed Trident to prepay the loan at any time This evidence cannot be barred under California law

24. Damning by following? What is Kozinski up to here? Or “the rule of law”/judicial restraint in action?

25. What was Trident’s 2 nd argument? “in the event of a prepayment resulting from a default hereunder or the Deed of Trust prior to January 10, 1996 the prepayment fee will be ten percent (10%).”

26. What about this? “in the event of a prepayment resulting from a default hereunder on the Deed of Trust prior to January 10, 1996 the prepayment fee will be ten percent (10%).”