In employment disputes, a contract must be fully executed and signed to be enforceable; without mutual assent and a signed agreement, legal claims under contract provisions cannot succeed, as demonstrated in Blake Lively's lawsuit where the court ruled that the sexual harassment clause was unenforceable because no final signed contract existed and the parties were actively disputing the harassment provisions.
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Blake's Unsigned DealAdded:
And why were they dismissed? First, he emphasized the two sides, this is crazy, never finalized the agreement.
He said, "Quote, the parties agree that Lively never signed the ALA, Actors Loan Out Agreement."
And then he explained that the sexual harassment clause itself remained disputed. One of the contested provisions is the very one under which Lively now sues, paragraph seven, which prohibits sexual harassment and retaliation. Then he stated it directly why that mattered. The fact that the parties were not able to come to terms on such provision provides powerful evidence that no contract had yet been formed. They didn't sign anything.
He also repeatedly stressed that It Ends With Us clearly reserved the right not to be bound to an agreement that wasn't signed. Duh.
He said, "It It Ends With Us unambiguously expressed an intent not to be bound absent a fully executed and signed agreement. And this express reservation of rights absent a signed writing is compelling evidence that there was no mutual assent to the formation of a contract." This is like brutal for Blake.
Then Blake's lawyers attempted to revive, this is crazy, revise the harassment clause so that she could terminate the agreement if harassment occurred.
They write, "In the event artist is aware of any sexual harassment conducted by the company, the artist shall have the right to terminate this agreement."
Well, Brian Friedman turns around with his lawyers and says, "What? This is not acceptable.
There can be no instances where there is a right to terminate the agreement or have a right of injunctive relief because, as Judge Lyman agreed, there was never a signed agreement, ever." How did her lawyers miss this? At the same time, uh the judge quoted her counsel's statement that her experience had been deeply concerning on many levels, right?
Okay, she did write a 17-point conditions for return to work manifesto, and the producers themselves responded to that because they wanted to finish their film, uh and so they said, "Yeah, we'll we'll be ensuring a safe environment for all involved.
And that's paramount to us, blah blah blah." Judge Lewis Lyman concluded that even assuming Blake Lively's factual allegations were true, the legal mechanisms that she sued under ultimately failed because the sexual harassment provisions in the loan out agreement for Blake never became enforceable because, once again, no final signed contract existed, and because the parties were still actively disputing the harassment provisions themselves.
Much of the alleged to conduct did not legally satisfy the threshold for actionable harassment claims.
And the stronger evidence supported retaliation claims rather than harassment.
Another major reason he rejected the harassment counts was timing.
The alleged PR and smear campaign Blake talks about that, well, the alleged smear occurred after filming, right?
After he was stuck in the basement and the movie came out, and after the working relationship had effectively ended. So, he ruled these acts can't legally create a hostile work environment cuz she was no longer working in that environment.
So, this leaves the three claims, retaliation and breach related. Sadly, Blake herself was not convinced at all of that, as we know, cuz she pushed her lawyers and or the lawyers pushed her to settle. So, she didn't even buy it. She's like, "We got to get out of this."
And now, some say she should sue her lawyers for screwing all of this up. She paid like way above $50 million reportedly.
Well, she can't do that. She can't sue her legal team at this point. She just She would look crazy.
Uh crazier.
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