Sungate Partners, Inc. v Titus 2024 NY Slip Op 31159(U) April 5, 2024 Supreme Court, New York County Docket Number: Index No. 651695/2020 Judge: Debra A. James Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. INDEX NO. 651695/2020 NYSCEF DOC. NO. 142 RECEIVED NYSCEF: 04/05/2024
SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. DEBRA A. JAMES PART 59 Justice ----------------------------------------------------------------- ----------------X INDEX NO. 651695/2020 SUNGATE PARTNERS, INC., MOTION DATE 01/03/2022 Plaintiff, MOTION SEQ. NO. 003 004 - V -
MATT TITUS and WEAPONS OF SEDUCTION, LLC, DECISION + ORDER ON MOTION Defendants. ------------------------------------------------------------------- --------------X
The following e-filed documents, listed by NYSCEF document number (Motion 003) 60, 61, 62, 63, 64, 65, 66, 67, 68,69, 70, 71, 72, 73, 74, 75, 76, 77, 78, 79, 80,81, 82, 83, 84, 85,86,87, 88,89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103, 126, 127, 128, 129, 130, 131, 132, 133, 134, 135, 136, 137 were read on this motion to/for SUMMARY JUDGMENT (AFTER JOINDER)
The following e-filed documents, listed by NYSCEF document number (Motion 004) 104, 105, 106, 107, 108,109,110,111,112,113,114,115,116,117,118,119,120,121,122,123,124,125,138 were read on this motion to/for JUDGMENT-SUMMARY
ORDER
Upon the foregoing documents, it is
ORDERED that the motion of the defendants Matt Titus and
Weapons of Seduction, LLC for summary judgment dismissing the
complaint (motion sequence number 004) is DENIED; and it is further
ORDERED that the motion of plaintiff Sungate Partners, Inc,
for summary judgment in its favor against defendants (motion
sequence number 003), as to liability only, is GRANTED; and it is
further
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ORDERED that an assessment of damages, including reasonable
attorneys' fees, against defendants Matt Titus and Weapons of
Seduction, LLC, is directed, and it is further
ORDERED that a copy of this order with notice of entry be
served by the movant upon the Clerk of the General Clerk's Office,
who is directed, upon the filing of a note of issue and a
certificate of readiness and the payment of proper fees, if any,
to place this action on the appropriate trial calendar for the
assessment hereinabove directed; and it is further
ORDERED that such service upon the Clerk of the General
Clerk's Office shall be made in accordance with the procedures set
forth in the Protocol on Courthouse and County Clerk Procedures
for Electronically Filed Cases (accessible at the "E-Filing" page
on the court's website.
DECISION
This action arises from an agreement between the plaintiff
Sungate Partners, Inc ("Sungate"), and defendants Matt Titus
("Titus") and Weapons of Seduction, LLC ("Weapons") for licensing
and other services (the "Contract"). (NYSCEF Doc. No. 66.) Sungate
commenced this action alleging that the defendants have breached
the Contract by failing to pay the amounts due thereunder.
The Contract provides that Sungate is engaged by the
defendants as the exclusive global licensing agent for the
defendants and their various related brands in exchange for a 25%
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commission on any proceeds derived from prospects introduced or
procured by Sungate. (NYSCEF Document Number 66).
The instant action concerns on-air spokesperson engagements
that Titus obtained from Viatek Consumer Products Group
("Viatek"), a third-party undisputedly introduced by Sungate to
defendants.
The defendants contend that the Contract pertains only to
licensing engagements that were procured by Sungate, and excludes
service engagements, such as Titus' on-air spokesperson
engagements with Viatek because the Contract states that Sungate
was retained as the defendants' "exclusive licensing
representative" and because Sungate was to be paid "Royalties".
This court disagrees. The Contract unambiguously provides
that Sungate will "seek out prospects for licenses, joint venture,
sales or other means ("Prospects") for the commercial exploitation
our brand names, trademarks, servicemarks, trade names, designs,
images, likeness and derivatives thereof." (Id at i 1). In
exchange, Sungate shall receive "Royalties", which is also broadly
defined as "consideration payable with respect" to any agreement
executed with a Prospect. Under the terms of the Contract, Sungate
receives the Royalties, deducts its 25% commission, and remits the
remainder to the defendants. ( Id at i 2) .
To accept the defendants' interpretation of the Contract
would require this court to completely ignore the broad language
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in the Contract defining the scope of work and the compensation
and give weight solely to the general terms "licensing
representative" and "Royalties" to conclude that the Contract was
limited to licensing transactions. However, controlling precedent
holds that
"The court must read the agreement as a whole so as not to place undue emphasis on certain words and terms, and must be careful not to distort the meaning of the terms so as to create a new contract between the parties."
Better Living Now, Inc v Image Too, Inc, 67 AD3d 940, 941 (2d
Dept 2009) .
The language of the Contract further supports a determination
that Sungate was engaged to service Titus' personal brand, as the
Contract clearly states that Titus is the owner of the "'Matt
Titus' brands and other related trademarks and copyrights". Id
Between 2016 and 2019, Sunga te received Royal ties on the
revenue Titus earned from Viatek's on-air spokesperson
engagements, and deducted its 25% commission, and remitted the
remainder to the defendants as required under the Contract. In
May 2019, Sungate ceased receiving any Royalties, which were paid
to Titus, directly, or to an entity Titus controlled, defendants
claiming that the payments were in error, and that Sungate was not
entitled to those commissions. However, as this court finds no
ambiguity in the terms of the contract, the parties' course of
conduct may not be considered [compare Matter of Bank of New York
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Mellon v BlackRock Financial Management, Inc, 2 02 AD3d 4 65 ( ist
Dept 2022)]. However, assuming arguendo, there was such ambiguity,
the parties' course of conduct accords with Sungate's
interpretation of the Contract.
Typically, disputes of this nature relate to the obligation
to pay commissions after termination. See McCabe v Command Fin.
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Sungate Partners, Inc. v Titus 2024 NY Slip Op 31159(U) April 5, 2024 Supreme Court, New York County Docket Number: Index No. 651695/2020 Judge: Debra A. James Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. INDEX NO. 651695/2020 NYSCEF DOC. NO. 142 RECEIVED NYSCEF: 04/05/2024
SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. DEBRA A. JAMES PART 59 Justice ----------------------------------------------------------------- ----------------X INDEX NO. 651695/2020 SUNGATE PARTNERS, INC., MOTION DATE 01/03/2022 Plaintiff, MOTION SEQ. NO. 003 004 - V -
MATT TITUS and WEAPONS OF SEDUCTION, LLC, DECISION + ORDER ON MOTION Defendants. ------------------------------------------------------------------- --------------X
The following e-filed documents, listed by NYSCEF document number (Motion 003) 60, 61, 62, 63, 64, 65, 66, 67, 68,69, 70, 71, 72, 73, 74, 75, 76, 77, 78, 79, 80,81, 82, 83, 84, 85,86,87, 88,89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103, 126, 127, 128, 129, 130, 131, 132, 133, 134, 135, 136, 137 were read on this motion to/for SUMMARY JUDGMENT (AFTER JOINDER)
The following e-filed documents, listed by NYSCEF document number (Motion 004) 104, 105, 106, 107, 108,109,110,111,112,113,114,115,116,117,118,119,120,121,122,123,124,125,138 were read on this motion to/for JUDGMENT-SUMMARY
ORDER
Upon the foregoing documents, it is
ORDERED that the motion of the defendants Matt Titus and
Weapons of Seduction, LLC for summary judgment dismissing the
complaint (motion sequence number 004) is DENIED; and it is further
ORDERED that the motion of plaintiff Sungate Partners, Inc,
for summary judgment in its favor against defendants (motion
sequence number 003), as to liability only, is GRANTED; and it is
further
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ORDERED that an assessment of damages, including reasonable
attorneys' fees, against defendants Matt Titus and Weapons of
Seduction, LLC, is directed, and it is further
ORDERED that a copy of this order with notice of entry be
served by the movant upon the Clerk of the General Clerk's Office,
who is directed, upon the filing of a note of issue and a
certificate of readiness and the payment of proper fees, if any,
to place this action on the appropriate trial calendar for the
assessment hereinabove directed; and it is further
ORDERED that such service upon the Clerk of the General
Clerk's Office shall be made in accordance with the procedures set
forth in the Protocol on Courthouse and County Clerk Procedures
for Electronically Filed Cases (accessible at the "E-Filing" page
on the court's website.
DECISION
This action arises from an agreement between the plaintiff
Sungate Partners, Inc ("Sungate"), and defendants Matt Titus
("Titus") and Weapons of Seduction, LLC ("Weapons") for licensing
and other services (the "Contract"). (NYSCEF Doc. No. 66.) Sungate
commenced this action alleging that the defendants have breached
the Contract by failing to pay the amounts due thereunder.
The Contract provides that Sungate is engaged by the
defendants as the exclusive global licensing agent for the
defendants and their various related brands in exchange for a 25%
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commission on any proceeds derived from prospects introduced or
procured by Sungate. (NYSCEF Document Number 66).
The instant action concerns on-air spokesperson engagements
that Titus obtained from Viatek Consumer Products Group
("Viatek"), a third-party undisputedly introduced by Sungate to
defendants.
The defendants contend that the Contract pertains only to
licensing engagements that were procured by Sungate, and excludes
service engagements, such as Titus' on-air spokesperson
engagements with Viatek because the Contract states that Sungate
was retained as the defendants' "exclusive licensing
representative" and because Sungate was to be paid "Royalties".
This court disagrees. The Contract unambiguously provides
that Sungate will "seek out prospects for licenses, joint venture,
sales or other means ("Prospects") for the commercial exploitation
our brand names, trademarks, servicemarks, trade names, designs,
images, likeness and derivatives thereof." (Id at i 1). In
exchange, Sungate shall receive "Royalties", which is also broadly
defined as "consideration payable with respect" to any agreement
executed with a Prospect. Under the terms of the Contract, Sungate
receives the Royalties, deducts its 25% commission, and remits the
remainder to the defendants. ( Id at i 2) .
To accept the defendants' interpretation of the Contract
would require this court to completely ignore the broad language
651695/2020 SUNGATE PARTNERS, INC. vs. TITUS, MATT Page 3 of 6 Motion No. 003 004
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in the Contract defining the scope of work and the compensation
and give weight solely to the general terms "licensing
representative" and "Royalties" to conclude that the Contract was
limited to licensing transactions. However, controlling precedent
holds that
"The court must read the agreement as a whole so as not to place undue emphasis on certain words and terms, and must be careful not to distort the meaning of the terms so as to create a new contract between the parties."
Better Living Now, Inc v Image Too, Inc, 67 AD3d 940, 941 (2d
Dept 2009) .
The language of the Contract further supports a determination
that Sungate was engaged to service Titus' personal brand, as the
Contract clearly states that Titus is the owner of the "'Matt
Titus' brands and other related trademarks and copyrights". Id
Between 2016 and 2019, Sunga te received Royal ties on the
revenue Titus earned from Viatek's on-air spokesperson
engagements, and deducted its 25% commission, and remitted the
remainder to the defendants as required under the Contract. In
May 2019, Sungate ceased receiving any Royalties, which were paid
to Titus, directly, or to an entity Titus controlled, defendants
claiming that the payments were in error, and that Sungate was not
entitled to those commissions. However, as this court finds no
ambiguity in the terms of the contract, the parties' course of
conduct may not be considered [compare Matter of Bank of New York
651695/2020 SUNGATE PARTNERS, INC. vs. TITUS, MATT Page 4 of 6 Motion No. 003 004
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Mellon v BlackRock Financial Management, Inc, 2 02 AD3d 4 65 ( ist
Dept 2022)]. However, assuming arguendo, there was such ambiguity,
the parties' course of conduct accords with Sungate's
interpretation of the Contract.
Typically, disputes of this nature relate to the obligation
to pay commissions after termination. See McCabe v Command Fin.
Press Corp., 194 AD3d 418, 419 (1st Dept 2021) and Arbeeny v
Kennedy Exec. Search, Inc., 71 AD3d 177, 181 (1st Dept 2010).
However, despite the defendants admitted displeasure with
Sungate's performance, there is no evidence that the defendants
ever terminated the Contract. Consequently, the obligations
memorialized therein remain valid and enforceable.
The defendants' argument that Sungate is operating as an
unlicensed theatrical employment agency is unavailing as the
defendants fail to establish that Sungate's procurement of
employment for Titus was not incidental in the face of the ample
evidence to the contrary. As set forth in Gen. Bus. Law§ 171(8):
"Theatrical employment agency. . does not include the business of managing entertainments, exhibitions or performances, or the artists or attractions constituting the same, where such business only incidentally involves the seeking of employment therefor".
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Finally, under the terms of the Contract, Sungate, as the
prevailing party, is entitled to recover reasonable attorney's
fees and expenses incurred in the enforcement of the Contract.
( Id, 'II 7)
J)-~ .A - } ~ 2024040517 4549DJAMESF313DC B7273F4 77 A9784F6B1DBDC2D40
4/5/2024 DATE DEBRA A. JAMES, J.S.C.
~ ~ CHECK ONE: CASE DISPOSED NON-FINAL DISPOSITION
□ DENIED □ GRANTED GRANTED IN PART OTHER
APPLICATION: SETTLE ORDER SUBMIT ORDER
□ CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT REFERENCE
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