There was just one conversation during which all of these matters were discussed

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FINDINGS OF FACT
1. Petitioner Marta Greenwald is the administrator of the estate of Elliott Smith. The estate is being administered in a probate action that is pending in the Los Angeles County Superior Court. Prior to his death on October 21, 2003, Smith resided in Los Angeles, California. Smith was a well-known composer, singer and musical recording artist.

2. Respondent Jennifer Chiba is a resident of Los Angeles. She met Smith during the summer of 1999, and began a romantic relationship with him. On August 26, 2002, Smith moved into Chiba’s apartment, and they resided together from then until his death. Chiba has never been licensed by the State Labor Commissioner as a talent agency.
3. On July 28, 2004, Chiba filed a creditor’s claim, which was subsequently amended, against Smith’s estate in the probate matter. On July 30, 2004, Chiba filed an action against Greenwald in Los Angeles Superior Court, alleging, inter alia, that in August 2002 she and Smith entered into an oral agreement under which “the parties agreed that they would live together, cohabitate and combine their efforts and earnings and would share equally any and all property accumulated as a result of their efforts whether individual or combined. … and that Plaintiff would render her services as a homemaker, housekeeper, and cook to the decedent, and that Plaintiff would further forego any independent career opportunities to devote her full time to decedent as a lomemaker, housekeeper, cook, secretary, bookkeeper, and financial counselor to the decedent, in consideration for which decedent agreed to provide for all of plaintiff’s financial needs and support for the rest of her life.” The complaint further alleged that as part of this oral agreement, “plaintiff would also act as decedent’s manager and agent for the purposes of arranging the booking and scheduling appearances for musical performances by decedent … in consideration for which Plaintiff would be specifically entitled to 15% of the proceeds earned and received on all such performances.
4. On November 1, 2004, before any responsive pleading had seen filed, Chiba filed a First Amended Complaint, which omitted any allegation that she had agreed to act or acted as Smith’s manager or agent for the purposes of arranging the booking and scheduling appearances for his musical performances, and omitted any claim for any commissions on his earnings for such musical performances. The First Amended Complaint retained all of the other allegations detailed above regarding the parties’ oral agreement and her performance of services as a homemaker, housekeeper, cook, secretary, bookkeeper, financial counselor, and added to this list her services as a “personal and career manager to the decedent.” In her court action, Chiba alleges that Greenwald, as the administrator of Smith’s estate, breached this agreement to provide for her financial needs and support for the rest of her life, resulting in damages in excess of $1,000,000.
5. By order dated January 10, 2005, the Los Angeles Superior Court stayed the civil action pending the reference of this matter to the Labor Commissioner for determination of issues under the Talent Agencies Act (Labor Code S1700, et seq.). On January 14, 2005, Greenwald filed this petition to determine controversy, seeking a determination that pursuant to her oral agreement with Smith, Chiba procured performing engagements for Smith, and since she did so without the requisite talent agency license, the oral agreement is void in its entirety from its inception, and that Chiba has no enforceable rights under that agreement. Chiba filed an answer to the petition, denying that she procured the engagements that were alleged in the petition, and seeking a determination that her oral agreement with Smith is not void, invalid or unenforceable under the Talent Agencies Act.
6. During a deposition that was taken on September 29, 2004 in connection with the parties’ civil action, Chiba testified that she and Smith entered into the oral agreement that is the subject of the lawsuit sometime between August 26 and August 31, 2002, during a conversation in her home, and that during this conversation, she agreed to help him by becoming his manager and agent for the purpose of arranging the booking and scheduling appearances for Smith’s musical performances, for which she would receive commissions on his entertainment earnings. Chiba testified that this discussion did not take place separately from the discussion about the other matters included in the alleged oral agreement, such as Smith’s promise to provide for her financial needs and support her, and her promise to perform housekeeping, cooking, secretarial, bookkeeping, and financial counseling services for Smith. There was just one conversation during which all of these matters were discussed, and, according to Chiba, the parties reached one oral agreement regarding all of these matters. Following this discussion, Chiba became involved in arranging the booking and scheduling Smith’s performances for every one of his engagements. He performed at 20 engagements from the end of August 2002 until his death. Chiba testified that for some of these engagements, she initiated contact with the venue where the performance ultimately took place in order to procure the booking for Smith, and that for the others, she received telephone calls from persons requesting that he perform at their venue, and in those instances, she communicated with these callers to agree to and schedule the performances. She testified that for all of these engagements, she was involved in negotiations for Smith’s fee.
7. No evidence was submitted that contradicts or casts any doubt upon Chiba’s testimony as outlined above, so we rely on this testimony in deciding this case.

(…)

ORDER

For all of the reasons set forth above, IT IS HEREBY ORDERED that the August 2002 oral agreement between Jennifer Chiba and Elliott Smith is void from its inception, in its entirety, and that Chiba has no enforceable rights thereunder.

 

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