What can be done if a contract states that no legal action will be taken if there is a breach?

Question

I drew up a an agreement between former associates regarding a film project after things started to go south with the project.

They wrote a script and shot a film based on my initial script (including using the same names, characters, locations). I stated in the document that their version was derived from mine and should either project continue, both versions had to not conflict with the other and to change.

Another agreement was they could only show their version at film festivals and used for online reels, plus my name had to be on all Marketing materials, but anything other than that was not allowed. If the contract was breached, there would be no legal confrontation and would deal with it in a professional manner (which was not fully expanded upon).

They have since breached the contract by presenting a single viewing of it as an anniversary show (not a festival with other films) and did not tell me nor included my name when they advertised.

While the agreement had stated no legal confrontation would happen, I can't imagine I can do much other than tell them and should money be made for some reason, because it was my initial script and concept, I could seek monetary compensation.

Please advise on what my options are.

Thanks!

Answer 1

The basic option that one has when a contract has been breached is that the harmed party sues the damaging party, seeking compensation. Sometimes, contracts contain arbitration clauses which limits how disputes can be resolved – for example "disputes shall be subject to binding arbitration by Jones Arbicorp". Whether or not such a clause is legal would depend on the jurisdiction. A clause which states that there can be no legal remediation of breach means that the contract would be unenforceable, and is not in fact a contract. Courts generally strive to construe anything that looks like a contract as being a contract, and they can set aside a particular aspect of a contract. If the other party attempted to have the suit thrown out because of a "there is no remedy" clause, the court would most likely find that to not be a valid term in the contract. It does depends on what exactly the clause says.

Your attorney would need to look at the language of the contract to advise you as to the best course of action (asking us for legal advice makes the question off-topic).

Answer 2

A contract cannot exclude the jurisdiction of the courts

A contract that purports to do so is void (i.e. doesn't exist and never existed) for illegality of objects (i.e. you can't contract to do illegal things - like exclude the courts). Courts have the discretion to "read down" terms that would make a contract void to try and give effect to the things the parties agreed that are legal - but they are not obliged to do so.

A contract can put preconditions that must be satisfied before legal action can commence - such as alternative dispute resolution. Your provision that the parties must "deal with it in a professional manner" would probably be interpreted that the parties must make a bona-fide effort to negotiate a resolution before commencing legal action.

However, for your situation the contract is irrelevant:

1. Either there is no contract and the other party has breached copyright law by using a derivative work to which you hold the copyright without your permission, or
2. There is a contract that grants a licence to the work subject to certain conditions. Since those conditions were not met the licence doesn't apply and the other party has breached copyright law by using a derivative work to which you hold the copyright without your permission.