Robert Wagner and Natalie Wood (the “Wagners”) entered into an agreement with Spelling-Goldberg Productions (SGP) “relating to ‘Charlie’s Angels’ (herein called the ‘series’).” The contract entitled the Wagners to 50 percent of the net profi ts SGP received as consideration “for the right to exhibit photoplays of the series and from the exploitation of all ancillary, music and subsidiary rights in connection therewith.” SGP subsequently sold its rights and obligations with respect to the “Charlie’s Angels” series to defendant Columbia Pictures [Industries, Inc.,] Thirteen years later Columbia contracted to obtain the motion picture rights to the series from * * * the show’s writers, Ivan Goff and Ben Roberts.

In 2000 and 2003 Columbia produced and distributed two “Charlie’s Angels” fi lms based on the TV series.

Wagner contends the “subsidiary rights” provision in the agreement with SGP entitles him * * * to 50 percent of the net profi ts from the two “Charlie’s Angels” fi lms.

Wagner brought this action [in a California state court] against Columbia for breach of contract

* * * . Columbia answered and moved for summary [judgment]

* * * . The trial court granted that motion * * * . [Wagner appealed this judgment to a state intermediate appellate court.]

* * * *

Wagner introduced evidence of the history of the negotiations underlying the “Charlie’s Angels” contract in support of his

[contention].

This history begins with a contract the Wagners entered into with SGP to star in a television movie-ofthe-

week, “Love Song.” As compensation for Wagner and Wood acting in “Love Song,” SGP agreed to pay them a fi xed amount plus one-half the net profi ts * * * .

* * * *

In the * * * “Love Song” contract net profi ts were not limited to monies received “for the right to exhibit the Photoplay.” Instead they were defi ned as the net of “all monies received by Producer as consideration for the right to exhibit the Photoplay, and exploitation of all ancillary, music and subsidiary rights in connection therewith.”

* * * *

Wagner’s argument is simple and straightforward. The net profi ts provision in the “Love Song” agreement was intended to give the Wagners a one-half share in the net profi ts received by SGP “from all sources” without limitation as to source or time. The “Charlie’s Angels” agreement was based on the

“Love Song” agreement and defi nes net profi ts in identical language.

Therefore, the “Charlie’s Angels”

agreement should also be interpreted as providing the Wagners with a 50 percent share in SGP’s income “from all sources” without limitation as to source or time.

Since Columbia admits it stands in SGP’s shoes with respect to SGP’s obligations under the “Charlie’s Angels” agreement, Columbia is obligated to pay Wagner * * * 50 percent of the net profi ts derived from the “Charlie’s Angels” movies.

* * * *

The problem with Wagner’s extrinsic evidence is that it does not explain the [“Charlie’s Angels”]

contract language, it contradicts it.

Under the parol evidence rule,a extrinsic evidence is not admissible to contradict express terms in a written contract or to explain what the agreement was. The agreement is the writing itself. Parol evidence cannot be admitted to show intention independent of an unambiguous written instrument. [Emphasis added.]

Even if the Wagners and SGP intended the Wagners would share in the net profi ts “from any and all sources” they did not say so in their contract. What they said in their contract was the Wagners would share in “all monies actually received by Producer, as consideration for the right to exhibit photoplays of the series, and from the exploitation of all ancillary, music and subsidiary rights in connection therewith.” For a right to be

“subsidiary” or “ancillary,” meaning supplementary or subordinate, there must be a primary right to which it relates. The only primary right mentioned in the contract is

“the right to exhibit photoplays of the series.” Thus the Wagners were entitled to share in the profi ts from the exploitation of the movie rights to “Charlie’s Angels” if those rights were exploited by Columbia as ancillary or subsidiary rights of its primary “right to exhibit photoplays of the series” but not if those rights were acquired by Columbia independently from its right to exhibit photoplays.

* * * *

To understand how the producer of a television series acquires the motion picture rights in the series it is necessary to understand the Writers Guild of America Minimum Basic Agreement (MBA).b

* * * *

The contract between Goff and Roberts and SGP * * * stated: “The parties acknowledge that this agreement is subject to all of the terms and provisions of the applicable

[MBA] * * * .”

Article 16B of the MBA entitled

“Separation of Rights” provided

* * * : “[Producer] shall own the exclusive fi lm television rights in the literary material * * * . Writer shall retain all other rights * * *

including but not limited to * * *

theatrical motion picture * * *

rights.”

* * * *

Despite the provision in the MBA conferring the motion picture rights in a teleplay on the writers of the teleplay the producer retained a

“limited interest in such rights.” As relevant here, this “limited interest”

consisted of the right of fi rst refusal should the writer decide to offer the movie rights for sale within fi ve years from the date the writer delivered the teleplay to the producer.

After the fi ve-year period expired the producer could still purchase the movie rights but it had to do so on the open market and in competition with any other producer who wanted to purchase those rights.

Consequently, if Columbia had produced “Charlie’s Angels” movies based on motion picture rights

* * * SGP had acquired from Goff and Roberts under SGP’s right of fi rst refusal Columbia could be said to have “exploited” an ancillary or subsidiary right, i.e., movie-making, in connection with “the right to exhibit photoplays of the series,”

and the Wagners would be entitled to a share of the movies’ profi ts.

However, * * * there is no evidence SGP ever acquired the motion picture rights to “Charlie’s Angels”

by exercising its right of fi rst refusal or in any other way connected to its right to exhibit photoplays of the series.

* * * *

The judgment is affi rmed.

Questions:-

1. How might the result in this case have been different if the court had admitted the Wagners’ evidence of the Love Song contract?

2. Under what circumstances would the Wagners have been entitled to a share of the profi ts from the Charlie’s Angels movies even though the evidence of the Love Song contract was irrelevant?