Periwinkle Entertainment, Inc. v. The Walt Disney Company Court Filing retrieved [redacted] is part of HackerNoonâs Legal PDF Series. You can jump to any part in this filing here. This part is 5 of 12.
B. The Agreement
21. The Agreement, dated May 9, 2017, sets forth the understanding between Periwinkle Entertainment, Inc. (referred to therein as âLenderâ) and Marvel (referred to therein as âProducerâ) concerning Ms. Johanssonâs (referred to therein as âArtistâ) services in connection with the Picture. Paragraph 2, titled âENGAGEMENT,â states:
Lender shall furnish Producer the services of Artist to perform the role of âBlack Widowâ / âNatasha Romanovaâ in the theatrical motion picture currently entitled âBlack Widowâ (âPictureâ). For the avoidance of doubt, if Producer in its sole discretion determines to release the Picture, then such release shall be a wide theatrical release of the Picture (i.e., no less than 1,500 screens).
(Emphasis added.)
22. At the time the Agreement was entered, it was well understood by the parties and Disney that a âtheatrical releaseâ referred to an exclusive release in theatres for an extended period of time that was roughly 90-120 days. With the exception of certain less-valuable, direct-to-video releases, it has long been custom and practice in the film industry for feature films to have at least a 90-day exclusive theatrical release before they are released on home video. Although some films have started to see shorter theatrical windows, Marvel Studiosâ previous films have generally had theatrical windows consistent with the industry standard, and sometimes even longer. Specifically, Marvel Studiosâ previous feature films had uninterrupted theatrical windows between 82 and 159 days, with an average uninterrupted window of 117 days. Of the seven Marvel Studiosâ films in which Ms. Johansson starred prior to the Pictureâfor which Ms. Johansson also received certain bonuses tied to box office receiptsânone had a theatrical window shorter than 96 days. And none included âday-and-dateâ releases on streaming platforms as would come to pass with Black Widow; rather, in connection with those films, it took six to eight months before Marvel Studiosâ films would be available for streaming on an SVOD service like Disney+.
23. In further recognition of the importance of a traditional and exclusive theatrical release, the Agreement also grants Ms. Johansson âthe right to full and meaningful consultation in good faith with [Marvel] as to the . . . initial release pattern of the Picture[.]â
24. These promises concerning the Pictureâs releaseâincluding the language requiring a âwide theatrical release,â set forth on the very first page of the Agreement and in the same paragraph that establishes Ms. Johanssonâs role and servicesâwere material and essential to the Agreement. That is because in addition to certain fixed compensation, Ms. Johansson was to receive was deferred compensation and bonuses directly tied to the amount of worldwide box office (âWWBOâ) receipts for the Picture. The greater the WWBO, the more Ms. Johansson stands to earn. In other words, Ms. Johanssonâs compensation for the Picture hinges upon WWBO receiptsâand, by extension, a traditional exclusive theatrical release, consistent with Marvelâs past theatrical releases, that would allow her to realize the full value of her bargain.
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