Ellefson v. Megadeth, Inc.

Facts

Plaintiff and defendant David Mustaine are original members of the heavy metal rock band Megadeth. The band was initially formed in 1983 and the parties formed a formal corporation, Megadeth, Inc.m with Mustaine receiving 80% of the stock and Ellefson 20%. Beginning in October of 2003, plaintiff and defendants entered into negotiations to settle the various disputes between them. By April of 2004, parties began to focus on a buy-out of plaintiff’s share of Megadeth, Inc. Plaintiff’s attorney received an initial draft of a proposed settlement agreement. Megadeth set the deadline on Friday, May 14, 2004, for completion of the settlement. Plaintiff’s attorney sent defendants’ attorney an email with a finalized, execution copy of the agreement at 4:45 pm, 15 minutes prior to expiration of the offer. In the final email of the day between the attorneys, the plaintiff’s attorney sent defendants’ attorney an email stating that “Dave Ellefson told me he signed and faxed the signature page to you.” The email was dated Friday, May 14, 2004 5:16 p.m. A dispute arose whether the fax was sent prior to the 5 p.m. deadline.