Speelmanv.Pascal

Gabriel Pascal, defendant’s intestate who died in 1954, had been for many years a theatrical producer.¹ In 1952 an English corporation named Gabriel Pascal Enterprises, Ltd., of whose 100 shares Gabriel Pascal owned 98, made an agreement with the English Public Trustee who represented the estate of George Bernard Shaw.² This agreement granted to Gabriel Pascal Enterprises, Ltd., the exclusive world rights to prepare and produce a musical play to be based on Shaw’s play “Pygmalion” and a motion picture version of the musical play.³

The agreement recited, as was the fact, that the licensee owned a film scenario written by Pascal and based on “Pygmalion”.⁴ In fact Pascal had, some time previously, produced a nonmusical movie version of “Pygmalion” under rights obtained by Pascal from George Bernard Shaw during the latter’s lifetime.⁵ The 1952 agreement required the licensee corporation to pay the Shaw estate an initial advance and thereafter to pay the Shaw estate 3% of the gross receipts of the musical play and musical movie.⁶ The license was to terminate if within specified periods the licensee did not arrange with Lerner and Loewe or other similarly well-known composers to write the musical play and arrange to produce it.⁷

Before Pascal’s death in July, 1954, he had made several unsuccessful efforts to get the musical written and produced.⁸ On February 22, 1954, at a time when the license from the Shaw estate still had two years to run, Gabriel Pascal wrote, signed and delivered to plaintiff a document.⁹ The letter confirmed to plaintiff that Pascal gave her five per cent of his shares of profits of the Pygmalion Musical stage version in England and two per cent of his shares of profits in the United States.¹⁰ The letter also granted five per cent from his profit shares from the film version all over the world.¹¹

The letter stated that this participation in his shares of profits is a present to plaintiff in recognition for her loyal work for him as his Executive Secretary.¹² The letter further stated that as soon as the contracts are signed, Pascal would send a copy of the letter to his lawyer, Edwin Davies, in London, and he would confirm to plaintiff this arrangement in a legal form.¹³ Pascal died four and a half months later.¹⁴ It was not until after his death that arrangements were made, through a New York bank as temporary administrator of his estate, for the writing and production of the highly successful “My Fair Lady”.¹⁵

The judgment appealed from declares that plaintiff is entitled to receive the percentages set out in the 1954 agreement, requires defendant to render plaintiff accountings from time to time of all moneys received from the musical play and the film version, and orders defendant to make the payments required by the agreement.¹⁶