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Hazeli v. Mehriran Publishing Co.

United States District Court, D. Maryland

December 13, 2016

REZA HAZELI, Plaintiff,
v.
MEHRIRAN PUBLISHING CO., et al., Defendants.

          MEMORANDUM OPINION

          Charles B. Day United States Magistrate Judge.

         Plaintiff Reza Hazeli submits before this Court his Motion for Summary Judgment (“the Motion”) (ECF No. 25). Defendant Mehriran Publishing Company (“Mehriran Publishing”) filed a response in Opposition to the Motion (EFC No. 31). Defendant Mansoureh Pirnia did not file a response to the Motion. Plaintiff filed a reply to Mehriran Publishing's opposition (ECF No. 33). The Court has reviewed the parties' submissions and applicable law. No hearing is deemed necessary. See Local Rule 105.6 (D. Md.). For the reasons presented below, the Court DENIES the Motion.

         FACTUAL AND PROCEDURAL BACKGROUND

         Plaintiff filed his Complaint on June 10, 2015, alleging breach of contract against both Mehriran Publishing and Ms. Pirnia (collectively “Defendants”). Compl. ¶¶ 26-33. Plaintiff seeks relief under two contracts he entered into on February 29, 2013. One contract was entered into by Plaintiff and Defendants (“the First Agreement”) for Ms. Pirnia “to write” and for Mehriran Publishing to “edit, print, publish, promote and sell” a biography about Nader Shah (“the Work”). ECF No. 34, p. 4-5. The other contract was entered into by Plaintiff and Mehriran Publishing for Plaintiff to “write” and Mehriran Publishing to “edit, print, publish, promote and sell” a book about the history of alphabets (“the Second Agreement”). ECF No. 25-3, p. 5, 14.

         The First Agreement provides that Mehriran Publishing and Ms. Pirnia “undertake to conduct any necessary interviews with the descendant family members and friends of NADER SHAH, to write the Work in accordance with competent industry and commercially marketable standards and deliver the work to [Plaintiff] for approval before 31 December 2014 . . .”. ECF No. 34, p. 5. It states that Plaintiff would pay, in addition to any costs associated with the Work, $80, 000 in three installments: (1) a first installment of $40, 000 paid on the effective date of the First Agreement; (2) a second installment of $20, 000 to be made within a month of the completion of certain work in accordance with the First Agreement to Plaintiff's “entire satisfaction”; and (3) a third installment of $20, 000 to be made within a month of Plaintiff's approval of the completed work. Id. at 8.

         The First Agreement includes two clauses that allow for Plaintiff to terminate the First Agreement in certain cases. The first, Clause 2.3, is located within Section 2 of the First Agreement and provides:

If the [Defendants] fail to deliver the Work in accordance with clause 2.1 by 31 December 2014, [Plaintiff] may elect to terminate this agreement and get reimbursed for the First Retainer and Second Retainer made by [Plaintiff] under clause 5.1 . . . .

Id. at 6. Section 2 is titled “Form and delivery of the Work” and discusses the parties' responsibilities regarding the Work in its draft manuscript stage. Id. Clauses 2.1 through 2.5 address research and drafting, any co-authoring that Plaintiff may choose to do, and “corrections and/or modifications, ” including the timeline for “corrections and/or modifications” and revisions. Id. at 5-6.

         The second clause providing for termination is Clause 3.6, which states:

In case of disagreement between the parties on the Edition Work of clauses 3.1 to 3.4, [Plaintiff] reserves the right to terminate this agreement by paying [Mehriran Publishing] 50% of the actual cost so far incurred for the Edition Work, which in no case should exceed U.S. $ 5000. The remaining of the First Retainer and Second Retainer previously paid to the Promising Parties must be reimbursed to the Work Owner.

Id. at 7. Clause 3.6 is located in Section 3 of the First Agreement, titled “Editing, proof reading, and approval of the Work.” Id. at 6. Section 3 outlines the parties' responsibilities with regard to preparing the final “design, format and style” of the Work and “reviewing the Work for spelling, punctuation, typographical errors, and grammar[.]” Id. at 7. The parties labeled the Work the “Edition Work” at this phase. Id.

         Termination language nearly identical to Clause 3.6 is included in the Second Agreement. ECF No. 25-3, p. 7. This provision of the Second Agreement, also labeled Clause 3.6 and located in Section 3 discussing final editing and review, gave Plaintiff “the right to terminate” the Second Agreement “[i]n case of disagreement between the parties on the Edition Work[1] of clauses 3.1 to 3.4.” Id.

         Plaintiff exercised his right to terminate both the First Agreement and the Second Agreement under each respective Clause 3.6, alleging that the draft manuscript of the Work was “belatedly provided” by Defendants and “was deficient for a number of reasons.” Pl.'s Mot. 2. According to Plaintiff, one “deficiency” of the draft manuscript was that it was 194 pages instead “of at least 324 pages.” Id. at 3. Additionally, Plaintiff was allegedly “not satisfied with the quality of the draft manuscript and Defendants did not satisfactory [sic] or timely work with [Plaintiff] to cure various errors that were identified in the draft manuscript.” Id. Plaintiff also claims that although he made $60, 000 in payments as required under the First Agreement and “also paid in excess of $20, 000 for costs associated” with the Work, Defendants demanded an additional $60, 000 to complete work required by the First Agreement. Id. As a result, Plaintiff “exercised his option under [Clause] 3.6” of the First Agreement and “provided notice of termination of the Agreement on February 19, 2015.” Id. Plaintiff thus asserts that Defendants breached the First Agreement by submitting a draft manuscript that failed to conform to the terms of the First Agreement, requested additional compensation, and failed to return his payments as required by the First Agreement. Id.

         Plaintiff also seeks to recover under the Second Agreement. He maintains that because of the alleged breach of the First Agreement, he and Mehrirar Publishing “had a disagreement with respect to the Edition Work contemplated in the Second Agreement.” Pl.'s Mot. 8. Plaintiff claims that he exercised his right to terminate the Second ...


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