Zoryan Institute for Contemporary Armenian Research & Docum v. Fox Point Pictures, LLC et al

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
ZORYAN INSTITUTE FOR
CONTEMPORARY ARMENIAN
RESEARCH & DOCUM,
a
Massachusetts Nonprofit Corporation,
Plaintiff,
v.
FOX POINT PICTURES, LLC,
a
Rhode Island Limited Liability
Company; THEODORE J. BOGOSIAN;
and DOES 1-50,
inclusive,
Defendants.
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C.A. No. 24-cv-109-JJM-AEM
MEMORANDUM AND ORDER
JOHN J. MCCONNELL, JR., United States District Chief Judge.
Before the Court are Defendants Fox Point Pictures, LLC and Theodore J.
Bogosian’s (collectively “Fox Point Pictures”) Motion for Summary Judgment (ECF
No. 60), Plaintiff Zoryan Institute for Contemporary Armenian Research & Docum’s
(“Zoryan”) 1 Motion for Summary Judgment on Fox Point Pictures’ counterclaims
(ECF No. 57), and Fox Point Pictures’ Motion to Strike ECF Nos. 74 and 75 (ECF
No. 76). 	For the reasons below, the Court grants Fox Point Pictures’ Motion for
1 Zoryan Institute is a Massachusetts nonprofit corporation “who serves the
cause of scholarship and public awareness relating to issues of genocide, human
rights, and diaspora-homeland relations. . . [It] was established by a group of
Armenians who were intrigued by questions about Armenian history, identity, and
their future as a nation” ECF No. 1 at 3.
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Summary Judgment, grants Zoryan’s Motion for Summary Judgment, and denies Fox
Point Pictures’ Motion to Strike as moot.
I. 	BACKGROUND
The dispute arises out of a project to develop a sequel to Defendant Theodore
Bogosian’s (owner of Fox Point Pictures) 1988 Public Broadcasting Service (“PBS”)
documentary “An Armenian Journey,” that the parties collaborated on with the goal
of 	eventually 	broadcasting 	on 	PBS 	to 	commemorate 	the 	Armenian 	Genocide’s
centennial anniversary.
Fox Point Pictures sent Zoryan two letters, dated March 9 and March 13, 2015,
which described the contemplated project and solicited Zoryan’s financial support.
ECF No. 60-1 at 8. Critically, the March 13th letter referenced “funder credits” and
a prospective 2016 broadcast. 	Shortly over one month later, Zoryan and Fox Point
Pictures executed a written contract about the film (“the Contract”) and Zoryan’s role
in providing initial funding for it. 	ECF No. 62-1 at 2-3 	Additionally, the Contract
also referenced the parties’ March 9th letter and contained recitals referencing the
Rhode Island PBS guidelines and Fox Point Pictures’ intent to collaborate with
Zoryan.
Id.
Over the next few years, Zoryan and Fox Point Pictures were in contact
regarding the content of the film, which was screened for the first time in 2018 for
Zoryan’s thirty-fifth anniversary gala (the “2018 Version”). 	Through 2018 and into
2019, the parties continued to exchange updates regarding the film’s editing, its
timing, and a prospective broadcast, including statements that a broadcast date
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remained to be determined. ECF No. 70 at 16-17. In early 2022, Fox Point Pictures
delivered a version of the film that they identified as a final cut (the “2022 Version”).
ECF No. 70 at 16-17. Zoryan contends that the 2022 Version: (1) materially differed
from the 2018 Version; (2) differed from Zoryan’s understanding of planned content,
and (3) that the delays affected the parties’ intended timing around the centennial
related programming. 	ECF No. 70 at 16-23. 	Following Zoryan’s discovery of the
film’s changes, Zoryan brought this action in this Court, which prompted Fox Point
Pictures to file counterclaims against it concerning their differing understanding of
their agreement to produce the film. Both parties now move for summary judgment.
II. 	STANDARD OF REVIEW
The role of summary judgment is “to pierce the pleadings and to assess the
proof to see whether there is a genuine need for trial.”
Mesnick v. Gen. Elec. Co., 950
F.2d 816, 822 (1st Cir. 1991) (quoting
Garside v. Osco Drug, Inc., 895 F.2d 46, 50 (1st
Cir. 1990)). 	Summary judgment is appropriate when the moving party shows “that
there is no genuine dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” 	Fed. R. Civ. P. 56(a). 	The moving party bears the
burden of “assert[ing] the absence of a genuine issue of material fact and then
support[ing] 	that 	assertion 	by 	affidavits, 	admissions, 	or 	other 	materials 	of
evidentiary quality.”
	Mulvihill v. Top-Flite Golf Co., 335 F.3d 15, 19 (1st Cir. 2003).
“An issue is ‘genuine’ if it can be ‘resolved in favor of either party,’ and a fact is
‘material’ if it ‘has the potential of affecting the outcome of the case.’”
	Feliciano
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Muñoz v. Rebarber-Ocasio, 970 F.3d 53, 62 (1st Cir. 2020) (quoting
Tang v. Citizens
Bank, N.A., 821 F.3d 206, 215 (1st Cir. 2016)).
Once the moving party has met its burden, “[t]he burden then shifts to the
nonmovant 	to 	establish 	the 	existence 	of 	a 	genuine 	issue 	of 	material 	fact.”
Pleasantdale Condos., LLC v. Wakefield, 37 F.4th 728, 733 (1st Cir. 2022). To satisfy
this 	burden, 	the 	nonmovant 	“must 	present 	definite, 	competent 	evidence”
demonstrating that a trial-worthy issue exists.
	Id. (quoting
Mesnick, 950 F.2d
at 822). 	“[C]onclusory 	allegations, 	improbable 	inferences, 	and 	unsupported
speculation” are not enough.
Kinzer v. Whole Foods Mkt., Inc., 99 F.4th 105, 108 (1st
Cir. 2024) (quoting
Ellis v. Fid. Mgmt. Tr. Co., 883 F.3d 1, 7 (1st Cir. 2018)). 	The
Court must “view the record in the light most favorable to the non-moving party and
resolve all reasonable inferences in its favor, without weighing the evidence or
evaluating the credibility of the witnesses.”
Sheehan v. N. Am. Mktg. Corp., 610 F.3d
144, 149 (1st Cir. 2010) (citing
Clifford v. Barnhart, 449 F.3d 276, 280 (1st Cir. 2006)).
III. 	DISCUSSION
Zoryan brings claims for: (1) breach of contract (including an alleged denial of
co-producer 	rights, 	a 	failure 	to 	collaborate/cooperate 	on 	content, 	insufficient
crediting, and delay); (2) a breach of the implied covenant of good faith and fair
dealing; (3) unjust enrichment; 	and (4) fraudulent inducement (premised on Fox
Point Pictures’ alleged misrepresentations regarding the film’s co-production, Fox
Point Pictures’ intent to collaborate with scholars associated with Zoryan, the focus
of the film’s content, and the purported deadlines surrounding the film’s completion).
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Fox Point Pictures moves for summary judgment on all counts, contending: (1)
Zoryan fails to identify a contractual provision that they breached; (2) any implied
covenant claim is not independent of Zoryan’s breach-of-contract claim; (3) unjust
enrichment is unavailable where a valid contract governs; and (4) Zoryan lacks
evidence of falsity, scienter, inducement intent, or reasonable reliance to support
fraudulent inducement.
A. The Parties’ Interpretive Dispute
Zoryan contends the Contract made Zoryan a co-producer with collaboration
rights on production and content, with Fox Point Pictures to co-produce, collaborate,
and secure a PBS broadcast, and that the parties incorporated the March 9th letter
into the Contract’s terms. ECF No. 70 at 2.
Fox 	Point 	Pictures 	characterizes 	the 	Contract 	as 	a 	short-term 	funding
agreement under which Zoryan would provide $20,000 and receive funder credit—as
opposed to producer credit—consistent with PBS’s funding guidelines. ECF No. 60-1
at 6, 11. Additionally, Fox Point Pictures asserts that the parties’ negotiations
reflected their specific attention to PBS’s restrictions on funder editorial control and
that they selected additional language regarding the use of “independent” scholars
associated with Zoryan to reflect compliance with PBS’s funding guidelines.
Id.
As for PBS’s guidance itself, Zoryan argues the Contract is unclear as to which
“PBS guidelines” are incorporated and contends Fox Point Pictures never provided
the specific guidelines referenced by the Contract or explained their implications.
ECF No. 70 at 8-10; ECF No. 60-1 at 11. 	Fox Point Pictures also argues that PBS
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would not air a film if a funder had co-producer/editorial status and that the
Contract’s credit provision aligns with PBS’s standards.
Id.
Zoryan also asserts that Fox Point Pictures received about $150,000 in funding
overall in connection with the film project; Fox Point Pictures emphasizes the
Contract’s $20,000 figure while acknowledging additional support and connections
that Zoryan provided during production. ECF No. 70 at 19; ECF. No. 60-1 at 6, 13.
Zoryan counters that the Contract provided it with co-producer status and that
Fox Point Pictures refused to afford the rights and credits associated with that
designation; and Fox Point Pictures maintains that Zoryan was a funder, not a co-
producer, and points to a 2017 poster and on-screen crediting consistent with funder
recognition, not production credit. ECF. No 70 at 6; ECF. No 60-1 at 7-10, 11-12, 15.
With respect to the film’s release date, Zoryan asserts the parties agreed, by
reference to the March 9th letter and related communications, that production would
be completed for the 2015 centennial or 2016 broadcast, and argues a multi-year
delay culminating in the 2022 Version breached timing obligations. 	ECF. No 70
at 17-18. 	That said, Fox Point Pictures argues the Contract lacks a time-is-of-the-
essence clause or fixed production deadline for delivery of a final film, note interim
scheduling/milestone submissions, and contend that any timing obligation is not
established by the Contract language. ECF No. 60-1 at 15-16.
Separately, Fox Point Pictures asserts counterclaims seeking indemnification
(and related breach of by-laws) under Zoryan’s corporate by-laws based on Zoryan’s
original fiduciary-duty claim against him, where Zoryan alleged that Mr. Bogosian
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served on Zoryan’s board from 2016 to 2019. 	Even so, Zoryan later dismissed its
fiduciary-duty claim with prejudice but, according to Fox Point Pictures, did not
concede the inaccuracy of its prior board-membership allegation; Fox Point Pictures
also argues that Zoryan is judicially estopped from denying board membership and
that the by-laws’ “by reason of” nexus requirement is satisfied by the fiduciary-duty
pleading. Zoryan moves for summary judgment on the counterclaims, relying on Mr.
Bogosian’s deposition denial of 2016-2019 board service. Fox Point Pictures opposes
and seeks summary judgment on liability for indemnification, contending Mr.
Bogosian’s board-status is disputed and that dismissal with prejudice eliminates a
“bad-faith” bar under the by-laws.
B. Breach of Contract (Count I)
The parties’ contract dispute centers on a single interpretive question: whether
the Contract establishes Zoryan as a co-producer of the film, with the collaboration
and content rights Zoryan claims are associated with that role, or as a funder entitled
to acknowledgment credit without editorial control.
Under Rhode Island law, the interpretation of a contract is ordinarily a
question of law for the Court, but only where the contract’s terms are clear and
unambiguous; when a term is ambiguous, its interpretation becomes a question of
fact that ordinarily cannot be resolved on summary judgment.
	Clark-Fitzpatrick,
Inc./Franki Found. Co. v. Gill, 652 A.2d 440, 443 (R.I. 1994);
	Cappalli v. BJ’s
Wholesale Club, Inc., 904 F. Supp. 2d 184, 191 (D.R.I. 2012). A term is ambiguous if
it is “reasonably susceptible of different constructions,”
	Westinghouse Broad. Co. v.
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Dial Media, Inc., 410 A.2d 986, 991 (R.I. 1980), though the Court will not “stretch[]
the imagination to read ambiguity where none is present.”
	Young v. Warwick
Rollermagic Skating Ctr., Inc., 973 A.2d 553, 560 (R.I. 2009). 	In assessing the
question, the Court reads the instrument as a whole and gives effect to each of its
provisions.
In re Newport Plaza Assocs., L.P., 985 F.2d 640, 646 (1st Cir. 1993).
Measured against that standard, the Court’s review of the Contract reveals
that its plan language provides only one plausible reading with respect to Zoryan’s
role in the film’s production. 	The Contract’s clear, explicit, and repeated references
to the parties’ desire for a film to appear on PBS and in compliance with PBS’s
funding guidelines indicate that the parties intended to provide Zoryan with the role
of a funder rather than a co-producer. 	To decide otherwise would ignore the
references to PBS guidelines, which prohibit funders being given producer status. To
be sure, the Contract uses the term “co-producing” in one instance. ECF No. 62-1 at
2. 	Yet “[i]n interpreting contractual language, [courts consider] the contract as a
whole. 	Its meaning cannot be delineated by isolating words and interpreting them
as though they stood alone.”
Farmers Ins. Exchange v. RNK, Inc., 632 F.3d 777, 785
(1st Cir. 2011) (cleaned up);
see also Garden City Treatment Ctr., Inc. v. Coordinated
Health Partners, Inc., 852 A.2d 535, 542 (R.I. 2004) (“We also adhere to the rule of
interpretation that when considering whether a contract is clear and unambiguous,
the document must be
viewed in its entirety and its language be given its plain,
ordinary and usual meaning.”) (cleaned up) (emphasis added).
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Here, the PBS funding guidelines delineate that individuals who provide
funding for films may not also serve in the role of a producer.2 	The Contract’s
repeated reference to PBS and its guidelines, compels the Court to conclude that the
use of the term “co-producing” was meant to be interpreted in the vernacular, not a
requirement for credit or editorial control. 	There is no reasonable reading of the
entire Contract that would mandate that Fox Point Pictures lists Zoryan as a co-
producer.3 	Based on this interpretation of the Contract, there is no evidence of
breach. 	As a result, Zoryan’s claim for a breach of contract fails as a matter of law
and the Court grants Fox Point Pictures’ Motion for Summary Judgment on Count 1.
C. Breach of the Implied Covenant of Good Faith and Fair Dealing (Count II)
Count II alleges breach of the implied covenant of good faith and fair dealing.
Under Rhode Island law, the implied covenant does not give rise to “an independent
cause of action separate and apart from a claim for breach of contract.”
	McNulty v.
Chip, 116 A.3d 173, 185 (R.I. 2015);
see Ryder v. Pearson Educ., Inc., 486 F. Supp. 3d
489, 502 (D.R.I. 2020). The claim therefore rises and falls with the breach-of-contract
claim on which it is premised, and Zoryan’s stated basis for the two claims is
materially the same. Because Count I fails to survive summary judgment, and this
2 The reasoning behind this prohibition is that content should be free from
undue influence by third-party funders.
3 Even though Zoryan takes issue with Fox Point Pictures’ apparent inability
to produce the relevant funding guidelines in operation at the time the parties
reached the agreement, Zoryan does not contest the idea that these guidelines ever
permitted an
alternative funding arrangement to exist at PBS.
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claim is premised on the same conduct, Count II fails as well. As a result, the Court
grants Fox Point Pictures’ Motion for Summary Judgment as to Count II.
D. Unjust Enrichment (Count III)
Count III seeks to recover based on an alternative theory of unjust enrichment.
Unjust enrichment is a quasi-contractual remedy that is unavailable where a valid
and enforceable express contract governs the same subject matter.
	Wild Horse
Concepts, LLC v. Hasbro, Inc., 286 A.3d 848, 851 (R.I. 2023);
Hasbro, Inc. v. Mikohn
Gaming Corp., 491 F. Supp. 2d 256, 264 (D.R.I. 2007). 	The application of that rule
depends on the scope of the Contract itself. 	Specifically, the viability of this claim
hinges on whether the Contract encompasses the content and editorial contributions
Zoryan claims it has supplied and is therefore resolved by the Court’s construction of
Zoryan’s role as a funder rather than a co-producer.
Zoryan has failed to raise a genuine dispute over whether certain benefits it
conferred lie outside the Contract’s coverage. 	Because the Court concludes as a
matter of law that the express Contract governs all the benefits at issue, summary
judgment on the alternatively pleaded unjust-enrichment claim is appropriate.
Specifically, the Court finds that Zoryan received the full benefit from the contract
itself in the form of the funding credit received in the film. 	The Court grants Fox
Point Pictures’ Motion for Summary Judgment as to Count III.
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E. Fraudulent Inducement (Count IV)
Count IV alleges fraudulent inducement. To prevail, Zoryan must establish a
false representation, knowledge of its falsity, an intent to induce reliance, and
justifiable, detrimental reliance.
Women’s Dev. Corp. v. City of Cent. Falls, 764 A.2d
151, 161 (R.I. 2001). 	Fox Point Pictures is correct that certain of the statements
Zoryan identifies cannot support the claim and the “once-in-a-lifetime” language in
the March 9th letter is non-actionable puffery.
	A.J. Amer Agency, Inc. v. Astonish
Results, LLC, No. CA 12-351 S, 2014 WL 3496964, at *14 (D.R.I. July 11, 2014). The
alleged representation that Zoryan would “co-produce” stands on similar footing. As
the Court has concluded, Fox Point Pictures established that the Contract made
Zoryan a funder because PBS standards forbid a funder from producing, and that
they never otherwise represented Zoryan would be a co-producer. 	Without specific,
identifiable evidence that Fox Point Pictures made a false representation outside the
use of the word co-producing in the Contract, Zoryan has failed to create a disputed
issue 	of 	fact 	preventing 	summary 	judgment 	on 	Zoryan’s 	claim 	for 	fraudulent
inducement. As a result, the Court grants Fox Point Pictures’ Motion for Summary
Judgment as to Count IV.
F. Zoryan’s Motion for Summary Judgment on the Counterclaims
Separately, 	Zoryan 	moves 	for 	summary 	judgment 	on 	Mr. 	Bogosian’s
counterclaims for indemnification and breach of Zoryan’s by-laws, relying on Mr.
Bogosian’s deposition testimony that he did not serve on Zoryan’s board of directors
between 2016 and 2019. 	The by-laws provide indemnification to a director who is
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sued “by reason of his being or having been a director.” Here, the record reveals that
Zoryan erred when originally alleging that Mr. Bogosian served as a board member
during this period and both parties later agreed to remove this position from Zoryan’s
Complaint.
Specifically, after agreeing to allow Zoryan to amend its Complaint and remove
its allegations regarding Mr. Bogosian’s status on its board, Fox Point Pictures cannot
now use these non-operative allegations as a basis to recover on its counterclaims.
The doctrine of judicial estoppel prevents Fox Point Pictures from relying on
allegations from a non-operative complaint and to retroactively benefit from them.
See Alternative Sys. Concepts, Inc. v. Synopsys, Inc., 374 F.3d 23, 32-33 (1st Cir.
2001) (“As a general matter, the doctrine of judicial estoppel prevents a litigant from
pressing a claim this is inconsistent with a position taken by that litigant earlier in
a prior legal proceeding or in an earlier phase of the same legal proceeding.”) (cleaned
up). 	As a result, the Court grants Zoryan’s Motion for Summary Judgment and
dismisses Mr. Bogosian’s counterclaims against Zoryan.
IV. 	CONCLUSION
There 	being 	no 	genuine 	issue 	of 	material 	fact, 	Fox 	Point 	Pictures 	has
successfully demonstrated their entitlement to summary judgment. As a result, the
Court GRANTS Fox Point Pictures’ Motion for Summary Judgment (ECF No. 57),
GRANTS Zoryan’s Motion for Summary Judgment (ECF No. 60), and DENIES Fox
Point Pictures’ Motion to Strike as moot. ECF No. 76. Final judgment shall enter for
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Fox 	Point 	Pictures 	on 	Zoryan’s 	claim 	and 	for 	Zoryan 	on 	Fox 	Point 	Pictures’
counterclaims.
IT IS SO ORDERED.
s/John J. McConnell, Jr.
___________________________
JOHN J. MCCONNELL, JR.
Chief Judge
United States District Court
August 14, 2026
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