DocketNumber： 15-cv-2707 (KBF)
Citation Numbers： 188 F. Supp. 3d 306
Judges： Forrest
Filed Date： 5/19/2016
Status： Precedential
Modified Date： 7/25/2022
OPINION & ORDER
This case involves a dispute arising out of a July 2012 personal services contract between defendant Luis Miguel Gallego Basteri (“Miguel” or “defendant”), a world-renowned music artist, and plaintiff William . Brockhaus (“Brockhaus” or “plaintiff’), for Brockhaus to serve as Miguel’s personal manager.
The Court held a bench triál on December 16, 2015, at which plaintiff and William Zysblat, Miguel’s business manager and accountant, testified.
I. FINDINGS OF FACT
A. Key People and Relationships
Defendant Miguel is a world-renowned, award-winning Latin music singer. He regularly performs concerts around the world. (Brockhaus Deck ¶¶ 2, 41.) Miguel has traditionally used a combination of corporate entities and personnel to handle the business aspects of his performances. (Brockhaus Deck ¶ 48; Zysblat Deck ¶¶ 2-8, 25-27.) Miguel established Lion Productions, Inc. (“Lion Productions”) to contract for his performances and to receive funds from those performances. (Zysblat Deck ¶¶ 3, 15, 21.) Lion Productions contracts with concert promotors and, generally, receives payment for performances and makes any necessary deductions. (Brock-haus Deck ¶ 47; Zysblat Deck ¶¶ 14-15.) It receives Miguel’s touring income and that of a five-to seven-member mariachi band, backup singers, and dancers who accompany him. (Zysblat Deck ¶¶ 20-21.) Lion Productions also pays all expenses associated with Miguel’s tours, including paying sound and light costs, supporting performers, and crew. (Zysblat Deck ¶ 24.) Among the expenses paid by Lion Productions are amounts owed to Miguel for his performances.
Since 2004, Miguel has used William Zysblat and Zysblat’s firm RZO, LLC as his business manager and accountant.
Over the years, Miguel has also employed a personal manager. The personal manager has functioned as Miguel’s eyes and ears for tours and performances, handling, inter alia, travel arrangements and
This lawsuit concerns a payment claim by William Brockhaus, an individual who served as Miguel’s personal manager in 2012-2013. Alejandro Asensi functioned as Miguel’s personal manager prior to plaintiff Brockhaus. (PX 1; PX 2; Brockhaus ¶ 10.)
B. Chronology of Events
Plaintiff Brockhaus has known Miguel for nearly twenty years. (Brockhaus Decl., ¶ 4.) Plaintiffs wife and Miguel have been friends, since childhood. (Id.)
In August 2011, while they were on vacation together, Miguel asked Brockhaus, who was then employed as a sales executive for an auto manufacturing company, to serve as his personal manager to replace Asensi. (Brockhaus Decl. ¶¶ 7, 10, 15-16, PX 1; PX 2; Miguel Dep. 10:19-11:7.) During this initial conversation, Miguel and Brockhaus’s discussion concerning compensation was general, but the evidence supports that they discussed that Brock-haus would be paid in the same manner as Asensi. (Brockhaus Decl. ¶ 10.) The evidence was also clear that Miguel did riot, in fact, know how Asensi was paid. For instance, in giving Brockhaus an example of how he believed commissions would be calculated, he told Brockhaus that he would be paid a 10% commission based on his (Miguel’s) performance income and that if “his last tour grossed $50 million ... I would make $5 million,” or a 10% commission. (Brockhaus Decl. ¶ 10; Tr. 20:17-20.) As it turned out, the evidence at trial was unambiguous that no personal manager had ever been paid according to such a methodology (e.g., a straight commission; that is, based solely on gross performance income without deductions), and Brockhaus never expected to be paid in this way.
Brockhaus accepted Miguel’s offer. (Brockhaus Decl. ¶ 11.) While the parties would eventually sign a contract in September 2012 (effective July 2012), Brock-haus began providing certain services in October 2011 but continued to be employed in his prior job until April 2012. (Brockhaus Decl. ¶¶ 12,13,17.) Asensi also continued to be employed as Miguel’s personal manager until the end of June 2012. (Zysblat Decl. ¶ 48; Tr. 58:4-8, 58:16-23.)
In this lawsuit, plaintiff has asserted a claim for quantum meruit relating to payment for this period between April 2012, when he quit his prior job, and June 30, 2012, when his contract with Miguel became effective. Plaintiff has failed to establish by a preponderance of the evidence that anyone agreed to pay him or expected that he would be paid for any services prior to Asensi’s formal termination, and prior to the execution of plaintiffs contract. Instead, the weight of the evidence demonstrates that there was never any expectation of payment for that initial period. The evidence in this regard is, inter alia, the following: Zysblat testified credibly that as of October 2011, there was no agreement—contractual or otherwise— that plaintiff would be compensated for his
C. The Contract
Miguel and Brockhaus entered into a contract (the “Contract”), effective July 1, 2012, pursuant to which Brockhaus would act as Miguel’s personal manager. (PX 1.) A primary issue in dispute in this case concerns the methodology used to calculate Brockhaus’s commissions under this Contract. As explained below, Brockhaus was paid only a few times during his period of employment and never according to any discernible methodology. (See DX 5; Tr. 84:3-21.) '
The parties agreed, and the evidence at trial supported that Brockhaus’s contract was modeled on Asensi’s. The facts relevant to the Brockhaus Contract are as follows.
In the fall of 2011, Zysblat and Brock-haus communicated regarding how Brock-haus would be paid. Zysblat sent him a sample of commission calculations based on the methodology then in use for Asensi. At that time, the parties expected that Brockhaus would be paid using a similar methodology. (PX 4; Tr. 11:12-22, 26:20-27:13.) The document Zysblat sent in the fall of 2011 shows a commission formula based on Gross Revenue (tour income received by Lion Production) less a number of deductions including commissions paid to WME and RZO, less expenses for “sound and light”
In February 2012, protracted negotiations on the Brockhaus Contract began in earnest. Brockhaus was represented by his own counsel throughout the negotiations and he testified that he relied on his attorneys’ advice regarding the Contract rather than materials previously received from Zysblat. (Brockhaus Decl. ¶ 33; Tr. 9:13-25, 11:25-12:5, 12:10-20.) While Miguel did not sign the Contract until September 2012, its effective date was July 1, 2012. (PX 1; Brockhaus Decl. ¶¶ 33-34; Tr. 10:1-3.)
Over the period of his employment, Brockhaus was paid over $1.5 million. (DX 5; Brockhaus Decl. ¶¶ 93-94; Tr. 9:9-12.) The payments were made periodically in various lump sums:
- On December 10, 2012, $100,000.
*311 - On March 7, 2013, $500,000.
- On March 24, 2013, $500,000.
- On September 23, 2013, $200,000.
- On October 8, 2013, $9,489.
- On November 25, 2013, $15,000.
- On January 28,2014, $200,000.
(PX 25; DX 5; Tr. 72:22-73:3.)
D. The End of the Relationship
During the period from July 2012- to December 2013, Brockhaus provided services pursuant to the Contract. By the third quarter of -2013, for reasons never explained to the Court, the relationship had “soured.” (Tr. 14:8-12.)
On October 8, 2013, Miguel’s personal secretary, Joe Madera, orally informed Brockhaus that Miguel intended to terminate the Contract before the end of its term and that he should stop working and start looking for new work. (Brockhaus Deck ¶ 65; Tr. 15:1-16.) Brockhaus understood this statement to accurately reflect Miguel’s intentions; there was no evidence that Brockhaus was surprised by the statement, that it did not reflect Miguel’s views or that it was contingent in any way. (Brockhaus ¶ 65; Tr. 15:6-9.) On October 22, 2013, Brockhaus wrote an email to Madera in which he acknowledged Miguel’s instruction and that he had “stopped working on new projects per your request.” (PX 14 at 3; Brockhaus Decl. 11 65.) There was no dispute at trial that this email was in fact written and sent by Brockhaus. In the first quarter of 2014, Madera and another Miguel employee again orally informed Brockhaus that Miguel did not plan to renew the Contract. (Tr. 14:13-15:9.) Thereafter Brockhaus and Zysblat had numerous communications— some written, others oral—regarding an early termination buyout agreement. (Brockhaus Deck ¶ 66.) The evidence at trial demonstrated that the issues under discussion concerned whether the effective date of termination would be prior to the Contract’s expiration in July 2014, and the amount of any buyout payment. There was no evidence at trial that either Brockhaus or Miguel (or Miguel’s representatives) ever questioned that the Contract was at an end. In fact, the evidence was entirely to the contrary: the parties to the Contract knew, based on the exchange of written communications .accompanied by various oral ones, that the contractual relationship was over. Actions here speak at least as loudly as the written words: Brockhaus did not perform any services after the first quarter of 2014.
On March 11, 2014, Zysblat sent an email to Brockhaus regarding the potential buyout agreement. (PX 15; Tr. 69:3-9.) Zysblat stated that he was “authorized to offer you $1,400,000” and that if Brockhaus accepted, “[a]t least you would have a settlement signed sealed and delivered and not have to worry about it in the future.” (PX 15.) The evidence át trial demonstrated that Zysblat was negotiating on behalf of Miguel but did not have authority to “close a deal.” (Tr. 69:13-16.)
Brockhaus received a draft of a buyout and termination agreement in April 2014. (DX 6; Tr. 17:6-11.) He subsequently expressed dissatisfaction with certain terms. (DX 6; Tr. 17:2-18:6.)
Issues regarding whether proper notice to terminate the contract had been provided surfaced in early September 2012. Early that month, Brockhaus stated to Miguel’s attorney, James Zelloe, “my management contract with [Miguel] is still in effect and has never been cancelled.” (PX 18.) There is no evidence in the record that this issue had been raised at any earlier point in time. To insure that such agreement would at least be limited, but without conceding the merits of such argument, on September 10, 2014, Zelloe sent Brockhaus an email stating that, pursuant to the Contract’s 30-day notice provision, the contract was being terminated effective October 10, 2014. (PX 18; Brock-haus Deck ¶ 68; Tr. 34:11-22.)
As discussed above, by this time, Brock-haus had been paid approximately $1.5 million. In this lawsuit, he seeks additional payments of $399,852 under a quantum meruit theory for the initial, pre-contract period between April 1, 2012 and June 30, 2012, and $1,869,987 for breach of contract damages for the period between July 1, 2012 and October 10, 2014. (Brockhaus Deck ¶ 106.)
E. Contract Terms
As stated, the Contract is between Miguel personally and Brockhaus. It is drafted in language consistent with this structure. For instance, it is on personal letterhead for Miguel (and not, for instance, Lion Productions) and contains references in the initial paragraph to “your and my understandings” and “your engagement by me as my personal manager,” etc. (PX 1, at 1.) The use of personal references continues throughout the Contract.
1. Pre-contract period
The Contract had an effective date of July 1, 2012. (PX 1, at 1.) It also explicitly states that it is not effective until Miguel has “properly terminated my existing agreement for personal management services with Alejandro Asensi.”
2. Definition of commissions
The Contract provides for Brockhaus to be paid according to a formula set forth in a section entitled “Paynients and Commissions.” Neither party has claimed that this provision is ambiguous. This section provides:
In full compensation for your services hereunder, I will pay to you a commission of ten percent (10%) of my Gross Income (as hereinafter defined). As used herein, the term “Gross Income” means all gross monies or other considerations earned by me during the Term, and received by me or on my behalf during or after the Term, which monies or other considerations are derived from services rendered by me and products created by me, in whole or part, "during the Term, throughout the entertainment field and throughout the world (“Term Product”). Notwithstanding the foregoing, “Gross Income”- shall exclude the items set forth on Exhibit “A” attached hereto and incorporated within (I am referred to in Exhibit “A” as “Artist” and you are referred- to therein as “Manager”).
(PX 1 at l.)
At trial, Zysblat’s testimony was uncon-troverted that, in fact, Miguel performs with a number of associated Other Performers and Crew. The contracts into which Lion Productions enters for performances are structured such that Lion Productions receives all payments on behalf of all performers and crew and Lion Productions then allocates those sums accordingly. (PX 8, 9,10; Zysblat Decl. ¶ 24.)
While the parties disagree on what the denominator for “Gross Income” is, they do agree that Exhibit A of the Contract contains a list of twelve deductions.’ The provision relevant to this action is referred to as the “sound and light expenses.” That provision states:
(iv) Monies actually paid by or on behalf of Artist to any booking agent or business manager as commissions solely in respect of Artists’ live performances, so-called “sound and light expenses” solely in respect of Artists’ live performances, and payments made to Live Nation in consideration of the termination of" the June 2009 Touring Agreement not in excess of $218,000.
(PX1 at 6.)
From the above, it is obvious that a key factual . dispute between the parties is whether the methodology undfer the Contract provided that Brockhaus would be paid: (1) based on gross amounts Miguel personally received through Lion Productions, exclusive of “sound and light” expenses as well as amounts paid to Lion Productions for Other Performers and Crew (“first methodology”); or (2) based on all gross amounts received by Lion Productions net only of sound and light (but, in other words, inclusive of amounts payable to Other Performers and Crew) (“second methodology”).
The parties have stipulated to the gross revenues figures for tours undertaken during the contract period, as well as the relevant Exhibit A deduction amounts. (Joint Pretrial Order ¶¶ 9-16.) Defendant calculated the amount owed to plaintiff under the Contract using the first methodology. That amount totals $549,776.85. (DX 5; Zysblat Decl. ¶¶ 28-44.) Zysblat’s. calculation excludes “sound and light” as well as costs relating to Other Performers and Crew.
On its face, and in the absence of earlier termination, the Contract’s term spanned the period from July 1, 2012 through June 30, 2014. It provided for automatic renewal unless either party “delivers to the other party thirty (30) days’ written notice of his election to terminate this agreement and its term.” (PX 1 at l.)
4. Attorney’s fees
The Contract also provided that “[i]n the event that any action, suit, or proceeding arising from or based upon this agreement is brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other his reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding,” (PX 1 ¶ 13(c).) Defendant does not contest that because plaintiff is entitled to recovery of compensation under the Contract, he is also entitled to reasonable attorneys’ fees. (Brock-haus Deck ¶ 106.)
II. CONCLUSIONS OF LAW
Resolution of plaintiffs claims requires this Court to decide the following three issues: 1) the correct methodology to calculate commissions owed; 2) the effective termination date for the Contract, and 3) whether plaintiff is entitled to payment under quantum meruit for the period before the Contract became effective (April 1, 2012 to July 1,2012).
A. Commissions Owed ■
'The question of how to calculate commissions Miguel owes to Bróckhaus is governed by longstanding principles of contract law. Courts interpret contracts to give meaning to the parties’ intent. Klos v. Lotnicze, 133 F.3d 164, 168 (2d Cir.1997). “When interpreting an unambiguous contract, words and phrases are given their plain meaning. Under New York law, therefore, a court must enforce that plain meaning, rather than rewrite an unambiguous agreement.” Krumme v. WestPoint Stevens Inc., 238 F.3d 133, 139 (2d Cir.2000) (internal citations, quotation marks, and alternations omitted); Terwilliger v. Terwilliger, 206 F.3d 240, 245 (2d Cir.2000) (“[Mjatters extrinsic to the agreement may not be considered when the intent of the parties can fairly be gleaned from the face of the instrument.”). The Court does not take parol evidence into consideration if the words of the Contract are clear. If the intent of parties “is discernible from the plain meaning of the language of the contract, there is no need to look further.” Evans v. Famous Music Corp., 1 N.Y.3d 452, 458, 775 N.Y.S.2d 757, 807 N.E.2d 869 (2004). This is so even if the parties to a Contract later express a different understanding of what are otherwise clear terms. Metro. Life. Ins. Co. v. RJR Nabisco, Inc., 906 F.2d 884, 889 (2d Cir.1990) (“Language whose meaning is otherwise plain is not ambiguous merely because the parties urge different interpretations' in the litigation.”) Here, the language of the Contract is straightforward and unambiguous.
The Contract is drafted as a personal .agreement between Miguel and
It is important to start at the beginning of the Contract, which evinces that it is a personal agreement between Miguel himself and Brockhaus. It was not an agreement between Lion Productions and Brockhaus; Brockhaus was not hired to provide personal services to anyone other than Miguel himself. The evidence also confirms that Lion Productions was the contracting party for performances; “it” was paid for those performances; Miguel himself was paid only through Lion Productions, and he was paid an amount less than the full amount paid to Lion Productions. The evidence from Zysblat at trial confirms that there are a number of Other Performers and Crew as to whom Lion Productions received payment and for whom it paid expenses. While it is true that those individuals and Miguel together provide the performances as a whole, there was no evidence as to whether the performance contracts acknowledge or ignore the fact of the additional people. Thus, plaintiff has not carried his burden of proof to show that as a matter of fact, all payments to Lion Productions were earned by Miguel versus partially earned by others. Instead, plaintiff relies on argument and speculation that as Miguel is “the name,” it must be so. Zysblat, however, presented evidence from defendant that it is not so, and this evidence went uncontro-verted. Zysblat discussed the Other Performers and Crew members and amounts “earned by them” but also paid to Lion Productions. (Zysblat Deck ¶ 24.) In the face of this one-sided record, the Court concludes that the amounts “earned by me” for Miguel are those personally attributable to him only. The amounts earned by Miguel personally are further subject to deductions for sound and light. Using this methodology, plaintiff is owed $549,776.85 for the period between July 1, 2012 and June 30, 2014. (Zysblat Deck ¶¶ 42-43.)
As support for his argument, plaintiff points to the phrases “during the Term” or “after the Term” that follow the phrases “by me” or “on my behalf.” Thus, according to plaintiff, the “by me” or “on my behalf’ concerns only the period of timé that the Contract governs—i.e., “earned by me during the Term” and not any other period of time. This is incorrect. Limiting the phrases to concerning solely the limited time period for inclusion of what is earned or received renders the phrases “by me” and “on my behalf’ superfluous, and thus is incorrect. See Manley v. Am-Base Corp., 337 F.3d 237, 250 (2d Cir.2003); see also Two Guys from Harrison-N.Y. Inc. v. S.F.R. Realty Assocs., 63
B. Contract Termination
The Contract renewed automatically on June 30, 2014 unless either party unilaterally provided thirty days’ written notice. (PX 1 at 1.) The legal question is “what constitutes sufficient written notice?”; the factual question is whether such notice was given.
Under N.Y. Gen. Oblig. Law § 15-301[4], “If a written agreement or other written instrument contains a provision for termination or discharge on written notice by one or either party, the requirement that such notice be in writing cannot be waived except by a writing signed by the party against whom enforcement of the waiver is sought[,] or by his agent.” See also Israel v. Chabra, 12 N.Y.3d 158, 166-67, 878 N.Y.S.2d 646, 906 N.E.2d 374 (2009) (answering certified question by 537 F.3d 86 (2d Cir.2008)). No party here has asserted a waiver. In addition, where the contract does not require any particular language in the notice of termination, there are no magic words that need to be uttered as long as the notice evinces clear intent to terminate. See G.B. Kent & Sons, Ltd. v. Helena Rubinstein, Inc., 47 N.Y.2d 561, 561, 419 N.Y.S.2d 465, 393 N.E.2d 460 (1979) (holding that even a notice of termination that “erroneously identifies the termination date is nonetheless sufficient to effect a termination as of the first proper termination.”); see also Schwartz v. Fortune Magazine, 89 F.Supp.2d 429, 433 (S.D.N.Y.1999) (hold that where a contract is “silent about what the written notice [of pre-termination] should say,” no specific words were required to effect termination); DKR Soundshore Oasis Holding Fund Ltd. v. Merrill Lynch Int’l, 80 A.D.3d 448, 914 N.Y.S.2d 145, 147 (2011). A contractual requirement for a writing evinces an intent to avoid ambiguity or mistake. Here, the parties agreed that oral communications regarding termination would not be enough,
There is no doubt that Brockhaus had actual notice of Miguel’s intention to terminate the contract by October 2013 when he acknowledged as much in an email to Madera. (PX 14.) As the Contract requires written—not actual—notice to prevent automatic renewal, the question for this Court is whether the writings between the parties, none of which are signed, are sufficient. The Court finds that on the particular facts here where numerous writings confirmed termination implicitly and explicitly, they are sufficient to fulfill the contractual requirements.
There is no dispute that plaintiff first received oral notice of termination. This alone would be insufficient to fulfill the contractual requirement of a writing. It was followed, however, by a number of writings reflecting notice that the relationship was terminated and the Contract would not be renewed. The email Brock-haus wrote to Madera, clearly indicates the Contract is over. The draft termination agreement is similarly clear, unambiguous, and unequivocal that the relationship is at an end.
C. Quantum Meruit
Plaintiffs quantum meruit claim fails. Plaintiffs quantum meruit claim is governed by Texas law; it is where plaintiff resided and where he performed the terms of the quasi-contract.
To recover for quantum meruit under Texas law,
There is no question that Brock-haus offered managerial services .that were accepted by Miguel between April 1 and July 1, 2012. However, Brockhaus did not notify Miguel that he expected to be paid for this period, and prior to the lawsuit, never sought payment for that period from Zysblat.
Because plaintiff cannot establish the fourth element of a quantum meruit claim, he cannot recover payment for the period before the Contract took effect on July 1, 2012.
III. CONCLUSION
For the foregoing reasons, the Court finds that the Contract was effective between July 1, 2012 and June 30, 2014. Plaintiff is owed payment under the Contract pursuant to the first methodology for calculating the commission—that is: based on gross amounts • Miguel personally received through Lion Productions, exclusive of “sound and light” expenses as well as amounts paid to Lion Productions for Other Performers and Crew. Finally, plaintiff may not recover under quantum meruit for the period prior to the Contract’s effective date of July 1,2012.
Parties shall-submit a form of order consistent-with this -Opinion and Order within 10 days. Plaintiff shall make any application for the amount of reasonable attorneys’ fees-under- the Contract within 21 days. Defendant shall file any opposition within 14 days.
SO ORDERED.
. The Court received the witnesses’ declarations as their direct testimony. They were then subject to cross-examination and redirect. The Court found the testimony of both Brockhaus and Zysblat generally credible.
Parties also designated deposition testimony of Brockhaus and Miguel. (Tr. 87:15-99:20.)
. The Court’s findings of fact are based on determinations by a preponderance of the credible evidence. See Scientific Components Corp. v. Sirenza Microdevices, Inc., 399 Fed.Appx. 637, 638 (2d Cir.2010). The Court has also considered evidentiary objections lodged by the parties. With regard to any objections to evidence cited in this Opinion not individually addressed, the Court finds that they are without merit.
. Miguel is both the sole owner and shareholder of Lion Productions. (Brockhaus Deck ¶ 47.)
. In addition, Miguel’s booking agent is William Morris Endeavor ("WME”), which negotiates with promotors who sponsor Miguel’s live concerts. (Zysblat Deck ¶¶ 25-26.)
. "Tr.” refers to pages of the trial transcript, December 16, 2015.
. That Miguel was wrong as to the compensation terms surprised no one as it was apparently generally assumed that Miguel did not concern himself or have specific information about the financial aspects of his performances. (See, e,g„ Miguel Dep. Tr. 8:16-25, 31:19-21.)
. These are defined as "sound and light expenses solely in respect of [Miguel’s] live performances.” Also included in deducted expenses were “payments made to Live Nation in consideration of the termination of the June 2009 Touring Agreement not in excess of $218,000.” (PX1 at Ex. A.)
. Brockhaus had also submitted receipts for reimbursements for $75,000 to Zysblat at some point, which Zysblat paid, but it is not clear if that figure is reflected in the above payments. (Tr. 13:5-7.)
, Brockhaus argued at trial, rather half-heart-edly, that Miguel had changed his mind before and might again. The evidence on this point was weak. Brockhaus pointed to an instance in which Miguel had fired a guitar player only to hire him back twenty minutes later, (Tr. 32:2-33:3), and another where Miguel put a million dollars in down payment on a condominium and then decided not to purchase the property, (Tr. 33:4-17.) The Court does not accept that Brockhaus in fact viewed the termination of his Contract as open to doubt. He knew it was over.
. The draft sent to Brockhaus originally stated that the date of termination is December 31, 2013, and Brockhaus suggested that the effective date should instead be May 31, 2014. (Tr. 17:19-18:10.)
. The Contract provides that it "may only be modified by a written instrument signed by both parties.” (PX 1 ¶ 13(d).)
.The Contract also contains an integration clause, which states, “This agreement constitutes the entire agreement by and between you and me regarding the subject matter hereof and may only be modified by a written instrument signed by both parties. This agreement will supersede any and all prior verbal or written agreements between you and me.”
. The Contract further defines “gross monies or other considerations” as “salaries, earnings, fees, royalties, bonuses, shares of profit and other participation, shares of stock, partnership interests, percentages and the total amount paid for a packaged television or radio program (live or recorded), motion picture or other entertainment package, earned or received directly or indirectly by me or by my heirs, executors, administrators, or assigns, or by any other person, firm, or corporation on my behalf.” (PX 1 at 2.)
. As the Court determined in the motion in limine decision, the Contract is unambiguous and parol evidence is therefore inadmissible to alter its terms. In all events, there is no evidence in the record that Brockhaus and Zysblat ever discussed the payment methodology after the Contract was signed but prior to negotiations as to a buyout amount,
. Any expenses "directly attributable to Miguel” including "security, wardrobe, hair, stylist, ‘A’ party hotels, taxes, and charter transportation” were not excluded. And because promoters generally do not break out costs for Miguel versus for supporting performers, crew, and other elements, (Tr, 61:18-62:2), .Zysblat used an. estimate, 75%, as the figure of crew support that did not go towards Miguel, (Zysblat Decl. ¶ 33), and excluded this amount. (See DX 5.) -This figure also includes the commission in a separate Acapulco real estate deal. (Zysblat Decl. ¶ 41.) Plaintiff offered no evidence to controvert these figures.
. A separate early termination provision relating to failure to perform was separately included in Paragraph 11 of the Contract. (PX 1 ¶ 11.) This provision is irrelevant to this dispute. The parties do not contend that such early termination occurred.
. New York law governs the Contract. (PX 1 ¶ 13(f).)
. Defendant argues that the draft termination agreement, which plaintiff received in April 2014, constitutes sufficient written "notice” of termination. The draft termination agreement included a statement of intention to terminate the Contract for personal services, a payout provision, and an effective termination date. (See DX 6; PX 16.) The fact of termination was never the subject of negotiation or dispute. It was accepted by the parties as fact and there were writings reflecting that.
.In determining which state's law applies to plaintiffs quantum meruit claims, we first look to the choice-of-law rules of New York, where this Court sits. See Fieger v. Pitney Bowes Credit Corp., 251 F.3d 386, 394 (2d Cir.2001). New York choice-of-law rules require that the state with the most significant relationship is the state whose laws apply. Id. (citing Zurich Ins. Co. v. Shearson Lehman Hutton, Inc., 84 N.Y.2d 309, 618 N.Y.S.2d 609, 612, 642 N.E.2d 1065 (1994)); see also Restatement (Second) of Conflict of Laws § 188 (1971). Under the most-significant-contacts test, the Court considers several factors: . "the places of negotiation and performance; the location of the subject matter; and the domicile or place of business of the contract- ■ ing parties.” Id.
. Parties appear to agree that Texas law governs the quantum meruit claim. (See PL’s Post-Trial Mem. of L. at 16 (seeking attorney’s fees for the claim based on a Texas statute).) Plaintiff’s prior belief in the applicability of New York law over the quantum meruit claim appears to be based on an incorrect belief that "there is not any material difference” between the law of the two states. (See Pl.’s Proposed Findings of Fact & Conclusions of L., ¶ 131 (stating that plaintiff was based in Texas "at the time he was defendant's personal manager” and citing Texas law).),
. The reimbursement for expenses that Zys-blat processed did not concern payment for services at issue here.
. Moreover, even if Brockhaus had reasonably informed Miguel of his expectation to be paid for April 1 to July 1, 2012 and thereby satisfied the liability elements of quantum me-ruit, Brockhaus nevertheless cannot recover for damages because he has not met the burden of proof in demonstrating the "reasonable value of the work performed as beneficial services rendered” for the period at issue. M.J. Sheridan & Son Co. v. Seminole Pipeline Co., 731 S.W.2d 620, 625 (Tex.App.1987); see also Sullivan v. Leor Energy, LLC, 600 F.3d 542, 550 (5th Cir.2010) ("The measure of damages in quantum meruit is the 'reasonable value of the work performed.' ”). Other from the eventual Contract, Brockhaus has not provided evidence of what is the "reasonable value” of his services. While the contract price can serve as evidence of reasonable value, Montclair Corp. v. Earl N. Lightfoot Paving Co., 417 S.W.2d 820, 831 (Tex.Civ.App.1967), it is not the sole factor, and plaintiff does not satisfy his burden of-proof in this regard.