Locke v. Warner Bros. Inc.

66 Cal. Rptr. 2d 921 (1997)

Quick Summary

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Sondra Locke (plaintiff) brought legal action against Warner Bros., Inc. (defendant), claiming breach of a development agreement that she believed was never intended to be honored by the studio. The dispute arose from a settlement between Locke and former partner Clint Eastwood that involved a film development deal with Warner Bros., which she claimed was fraudulent.

The key issue presented to the appellate court was whether Warner Bros.’ refusal to work with her constituted a breach of contract and if there was fraud at the inception of said contract.

The appellate court concluded that evidence pointed towards possible bad faith by Warner Bros., warranting further investigation into the breach of contract and fraud allegations.

Facts of the Case

Facts of the case Icon

Sondra Locke (plaintiff), an actress and director, initiated a romantic relationship with Clint Eastwood during the filming of “The Outlaw Josey Wales” in 1975, which was produced by Warner Bros., Inc. (defendant). Over the years, Locke starred in several Eastwood films and directed “Ratboy,” which was also affiliated with Warner Bros.

In 1989, when their personal relationship ended, Locke sued Eastwood alleging various causes of action. The settlement of this lawsuit included a development deal for Locke with Warner Bros., which ostensibly allowed her to present film projects for consideration and included a “pay or play” directing deal.

Locke claimed this development agreement was a sham, created to assist Eastwood in settling their litigation without genuine intent on Warner Bros.’ part to work with her on any film projects.

Procedural Posture and History

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  1. Locke filed suit against Warner Bros., alleging breach of contract and fraud.
  2. Warner Bros. filed a motion for summary judgment.
  3. The Superior Court of Los Angeles County granted summary judgment in favor of Warner Bros.
  4. Locke appealed the decision to the Court of Appeal of California.

I.R.A.C. Format


Issue Icon

Whether Warner Bros. breached its development deal with Locke by refusing to work with her and whether the agreement was fraudulently entered without intending to honor it.

Rule of Law

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The implied covenant of good faith and fair dealing obligates parties to not frustrate each other’s rights to receive the benefits of their contract.

Reasoning and Analysis

Reasoning Icon

The Court scrutinized evidence suggesting that Warner Bros. might have entered into the agreement without genuine intention to consider Locke’s projects, thus potentially breaching the contract and committing fraud.

The Court distinguished between Warner Bros.’ right to make subjective creative decisions, which are not reviewable for reasonableness, and the requirement that these decisions be made in good faith.

Evidence from witnesses suggested Warner Bros.’ categorical refusal to work with Locke, regardless of her proposals’ merits, raising a triable issue that they did not act in good faith but rather as an accommodation to Eastwood.


Conclusion Icon

The judgment by the lower court was overturned as it related to the breach of contract and fraud claims, affirming that there were indeed triable issues requiring further judicial examination.

Key Takeaways

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  1. Contracts imply a covenant of good faith and fair dealing between parties.
  2. Subjective dissatisfaction in contracts must be honest and genuinely held.
  3. Fraudulent intent can often be established through circumstantial evidence.
  4. Summary judgment is not appropriate where triable issues of fact exist.

Relevant FAQs of this case

How does good faith impact contracts?

Good faith ensures honesty and fairness in contracts. It requires parties to act with sincerity, respecting the agreement’s intentions.

  • For example, if a seller promises to deliver goods but knows they won’t, it breaches good faith.

Evaluating honesty in dissatisfaction?

Courts assess genuine dissatisfaction. If a party falsely claims dissatisfaction to escape obligations, it breaches good faith.

  • For instance, claiming product dissatisfaction to evade payment without valid grounds violates this principle.

Conditions for overturning contracts due to breach or fraud?

Contracts can be voided due to breach or fraud if substantial evidence supports these claims.

  • For instance, a contract based on false information or deliberate concealment can lead to its cancellation by the court.
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