The quandaries raised by a contractual authority “coupled with an interest” have been known since the days when ships were propelled mostly by wind. In an 1823 decision involving two vessels, Chief Justice John Marshall of the U.S. Supreme Court posed this question: Does the expression “a power coupled with an interest” refer to “an interest in the subject on which the power is to be exercised, or is it an interest in that which is produced by the exercise of the power?” The answer, wrote the Chief Justice, was the former: The interest “must be an interest in the thing itself.”1
Despite that unambiguous counsel, representatives in the entertainment industry including literary agents and theatrical agents, to this day, seek to make their powers “irrevocable,” or to secure their entitlement to continuing commissions, by invoking the phrase “coupled with an interest” in contractual provisions. But for reasons discussed in Peter Lampack Agency, Inc. v. Grimes,2 a relatively recent decision of the Supreme Court, New York County, the phrase has substance only when a power actually is coupled with an interest in the subject matter of the agency, such as a book or play. That interest can take several forms, such as a security interest in, or title to part of, the subject matter.
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