not unreasonably withheld

In 1970, the Perlitches entered into a 25-year sublease with Robert Bixler for 14,400 square feet of hangar space at the San Jose Municipal Airport to conduct an airplane maintenance business. The sublease covered an original five-year term plus four five-year options to renew. The rental rate was to be increased every ten years in the same proportion as rents increased on the master lease from the City of San Jose. The premises were to be used by Bixler for the purpose of conducting an airplane maintenance business. The lease provided that written consent of the lessor was required before the lessee could assign his interest, and that failure to obtain such consent rendered the lease voidable at the option of the lessor. Subsequently, the Perlitches assigned their interest to Ernest Pestana, Inc. In 1981, Bixler agreed to sell the business, equipment, inventory, improvements, and the existing lease to Jack Kendall, Grady O'Hara, and Vicki O'Hara. The proposed assignees had a stronger financial statement and greater net worth than Bixler and were willing to be bound by the lease terms. Bixler requested consent from Ernest Pestana, Inc., but the lessor refused, claiming an absolute right to withhold consent arbitrarily and demanding increased rent and other more onerous terms as a condition of consent. The proposed assignees filed suit for declaratory and injunctive relief and damages, alleging that the refusal was unreasonable. The trial court sustained the demurrer without leave to amend. The Court of Appeal affirmed.

In 1969, a group of British writers and performers known as Monty Python entered into a scriptwriters’ agreement with the British Broadcasting Corporation. Under the agreement, the group wrote and delivered scripts for thirty-minute programs in the series Monty Python’s Flying Circus. The agreement set out a detailed procedure for script alterations prior to recording. BBC retained final authority, but only minor changes could be made without prior consultation. The agreement provided that the group retained all rights in the script not granted to BBC. Nothing in the agreement entitled BBC to alter a program once it had been recorded, though BBC could license transmission of the recordings in overseas territories. In October 1973, Time-Life Films acquired the right to distribute the Monty Python series in the United States. Time-Life was permitted to edit the programs only for insertion of commercials, applicable censorship or governmental rules, and National Association of Broadcasters and time-segment requirements. In July 1975, ABC agreed with Time-Life to broadcast two ninety-minute specials each comprising three thirty-minute Monty Python programs that had not previously been shown in the United States. Correspondence between BBC and Monty Python’s British representative in September 1975 reflected the assumption that ABC would broadcast each program in its entirety. ABC broadcast the first special on October 3, 1975. Monty Python did not see a tape of the broadcast until late November 1975. The group found that twenty-four minutes of the original ninety minutes had been omitted, producing discontinuity and mutilation. After learning that ABC planned to broadcast the second special on December 26, 1975, the group attempted without success to negotiate a delay so that it could view the program. On December 15, 1975, Monty Python filed suit in the Southern District of New York to enjoin the broadcast and for damages. Following an evidentiary hearing, Judge Lasker found that the editing had impaired the integrity of the work and caused irreparable injury. The judge denied a preliminary injunction because of uncertainty over copyright ownership in the recorded programs, questions whether BBC and Time-Life were indispensable parties, the financial loss ABC would suffer if enjoined a week before the scheduled broadcast, and the plaintiffs’ somewhat disturbing casualness in pursuing the matter. The district court instead required ABC to broadcast a disclaimer during the December 26 special. On appeal, a panel of the Second Circuit stayed the disclaimer order and permitted only a limited legend at the beginning of the broadcast. The court heard argument on April 13, 1976, and enjoined any further broadcast of edited Monty Python programs pending decision.