Protective Order Voids Professional Contract, Panel Says
An agreement in Family Court between a jazz singer and her former manager/fiance not to talk to each other effectively voids the estranged couple's business contracts, a unanimous state appeals panel has ruled, affirming a lower court.
"This case, apparently one of first impression, aptly illustrates the well-known axiom that cautions against mixing business with pleasure," said Justice Rolando Acosta, who wrote the unanimous Appellate Division, First Department, decision handed down Thursday.
The ruling in Kolodin v. Valenti, 113181/11, is a victory for the singer, Hilary Kolodin, who has alleged that the manager, John Valenti, was using her contracts with him to prevent her from working with anyone else. It was joined by Justices Richard Andrias, Karla Moskowitz, Rosalyn Richter and Sallie Manzanet-Daniels.
Kolodin, known professionally as Hilary Kole, met Valenti in 2003 while she was singing at the midtown jazz club Birdland, which Valenti owns. The two began a romantic relationship. In 2004, Kolodin moved in with Valenti and they became engaged. At the same time, Kolodin began working with Valenti's management company, Jayarvee Inc.
By 2011, their relationship was unraveling. Kolodin alleges that Valenti got a hold of her private communications, partly by overpowering her, and began threatening to release them to the public around March 2011. In May 2011, Kolodin moved out of Valenti's apartment.
Nonetheless, she continued her professional relationship with Jayarvee during this period. In April 2011, she signed a new recording contract with the company, and in June 2011, a management contract.
In October 2011, Kolodin opened a Family Court case seeking an order of protection against Valenti, which was granted. In November 2011, she sued Valenti in Supreme Court, seeking rescission of the contracts and a declaration that Jayarvee was in breach of them. Valenti answered that the contracts were impossible to perform because of the order of protection.
In June 2012, Kolodin and Valenti settled the Family Court case, stipulating that they would have no contact with each other, either directly or through any third parties except their counsel. Kolodin subsequently moved for summary judgment in the Supreme Court case, and Justice Ellen Coin granted the motion, finding that the stipulation made performance of the business contracts impossible. Valenti and Jayarvee appealed.
Acosta, affirming, said that the stipulation made performance of the contracts "objectively impossible."
He noted that Jayarvee is a small company, with about 40 employees, and that Valenti, as president and sole shareholder, is directly involved in all its decisions, making it impossible for Jayarvee to deal with Kolodin without involving Valenti.