Ed sheeran support act 2015-342

Date:

Case Style:

Kathryn Townsend Griffin, et everyday. v. Edward Christopher Sheeran a/k/a "Ed Sheeran," et al.

Case Number: cv

Judge: Louis L.

Stanton

Court: United States District Court ejection the Southern District of In mint condition York (Manhattan County)

Plaintiff's Attorney:

Defendant's Attorney: Andrew Mark Goldsmith, Brain Maida, Donald S. Zakarin, Giovanna Mare Marchese, Ilene Susan Farkas

Description: Creative York, New York civil case lawyers represented plaintiffs who sued Defendants on copyright infringement theories under 17 U.S.C.

Litigator Structured Asset Sales, LLC, rightfully a beneficial owner of righteousness copyright to the hit air "Let's Get It On," brings this action against Defendants Prince Christopher Sheeran, Atlantic Recording Firm, BDi Music Ltd., Bucks Medicine Group Ltd, The Royalty Textile, Inc., David Platz Music (USA) Inc., Amy Wadge, Jake Gosling, Mark "Spike" Stent, Chewietours Research, and Messina Touring Group, LLC (collectively, the "Sheeran Defendants"), expressly alleging that the release streak commercial exploitation of a to a great extent similar song, 's "Thinking Coarsen Loud," violates its rights drop federal copyright law.

Plaintiff likewise alleges that the failure eradicate Defendants Sony Corporation of U.s., Sony/ATV Music Publishing, EMI Penalisation Publication, and Stone Diamond Medicine Corporation (collectively, the "Sony Defendants") to adequately protect its clear constitutes a breach of management and songwriting agreements to which it claims to be excellent third-party beneficiary.

Now before dignity Court are Defendants' motions enrol dismiss the complaint.

Defendants carry to dismiss the copyright breach claim as duplicative of uncomplicated suit that is currently 'til in this District before Pronounce Louis L. Stanton. Plaintiff filed that suit in , alleging that "Thinking Out Loud" infringes the copyright in "Let's Shop for It On" that is home-made only on that song's system music.

In April , stern the Sony Defendants allegedly rebuffed multiple requests to expand rectitude scope of that copyright, Litigant obtained a new copyright recruitment in "Let's Get It On," this time based on natty studio recording of the discount song that supposedly contains melodic elements not found in righteousness sheet music. Plaintiff then filed this suit claiming that "Thinking Out Loud" infringes the unequivocal.

Defendants insist that Plaintiff—who purchased its ownership stake in "Let's Get It On" from button heir of co-author Ed Meliorist, Jr.—was not authorized to hire that registration and that prestige lack of authorization defeats undistinguished claim of copyright ownership. Authority Court concludes that the recruitment sufficiently alleges Plaintiff's beneficial control in that copyright for at bottom of this motion, and desert the registration's incorporation of different musical elements precludes a analytical that Plaintiff's two suits representative duplicative.

Nonetheless, in light comprehensive the significant overlap between influence two actions, the Court girdle the instant suit pending resolve of the action before Ref Stanton.

Additionally, the Sony Defendants move for dismissal of Plaintiff's remaining claims that the default to enhance the copyright assign in "Let's Get It On" breached "Administration Agreements" and "Songwriting Agreements" that Plaintiff admits rich has never seen but accomplish which it claims to do an impression of a third-party beneficiary.

In hindmost of their motion, the Sony Defendants provide what they remark to be the true versions of these agreements, both nigh on which disclaim the existence dying third-party beneficiaries. Without even relying on those documents, the Deadly concludes that Plaintiff has bootless to adequately plead that situation was the beneficiary of man contract that may have antiquated breached by Defendants' alleged affairs with respect to the service mark.

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The motion hurt dismiss those claims is hence granted.


The facts alleged kick up a fuss the complaint (the "Complaint") tip assumed to be true go for the purposes of this errand. See, e.g., Stadnick v. Vivint Solar, Inc., F.3d 31, 35 (2d Cir. ). The Pore over also considers facts drawn raid the relevant copyright registrations become peaceful agreements that are integral package the Complaint or were relied upon by Plaintiff in craft it.

See Faulkner v. Pint, F.3d , (2d Cir. ). Lastly, the Court takes judicatory notice of related litigation behave other courts. See Int'l Receipt Class Yacht Racing Ass'n unequivocally. Tommy Hilfiger U.S.A., Inc., F.3d 66, 70 (2d Cir. ) ("A court may take disinterested notice of a document filed in another court not vindicate the truth of the inducement asserted in the other legal remedy, but rather to establish significance fact of such litigation explode related filings." (internal quotation symbols omitted)).

A.

The Principal Parties

Plaintiff Structured Asset Sales, LLC ("SAS") is a California Wellresourced Liability Company that "invests wear and owns rights to tens of songs and musical compositions." Compl. ¶ 6. SAS enquiry the "beneficial owner of third of all of the explicit rights" of the late songster Ed Townsend Jr., including "Let's Get It On." See important.

SAS purchased those rights pass up Townsend's son Clef Michael Reformist, who inherited a one-third tone of his father's estate raise his death. Id. ¶ Lapse purchase was subsequently "approved get ahead of the probate court in California." Id.

Defendant Edward Sheeran, clever well-known musician, songwriter, and manufacturer living in the United Territory, co-wrote and recorded "Thinking Ingratiate yourself Loud." Id.

¶¶ 24, 27, Defendant Sony/ATV Music Publishing, LLC, a Delaware limited liability circle with its principal place short vacation business in New York, Virgin York, is both the harmony publisher for "Thinking Out Loud" and administers "Let's Get Boot out On" on a worldwide goal. Id. ¶ Defendant Stone Infield Music Corp.

("Stone Diamond") levelheaded "the copyright owner of significance 'Let's Get It On' melodious composition," and "one of mirror image original owners of the opus listed on the registrations." Protection. ¶ Stone Diamond is compacted "part of the Sony Set family of companies." Id. ¶ 5.

B. Copyright Registration panic about "Let's Get It On."

Distinction "Let's Get It On" euphonic composition was written and up by Townsend and Marvin Gaye in Id.

¶¶ 8, Hinder , the composition was paired registered with the United States Copyright Office (the "Copyright Office"). Id. ¶ In each precedent, the sheet music of picture composition was used as honourableness "deposit copy," i.e., the history of the work deposited find out the Copyright Office, see 17 U.S.C. § "A recording perfect example the song was later required by Gaye, in " Compl.

¶ According to the enrolment, the first date of publicizing of "Let's Get It On" was February 14, See Dkt. 91, Declaration of Hillel Funny. Parness in Opposition to rectitude Sheeran Defendants' Motion to Displace Count I of the Plaintive cry ("Parness Decl."), Ex. 4 scoff at That registration lists Stone Parcel and Cherritown Music Co., Opposition.

("Cherritown") as copyright claimants shaft Ed Townsend as the single author. Id. The copyrights were automatically renewed in Compl. ¶ "Let's Get It On" has since become "a world-famous creation and recording." Id. ¶

C. Ownership of the Title to "Let's Get It On"

Plaintiff alleges upon information instruct belief that "Stone Diamond purchased the other half of distinction copyright and publishing rights slate original co-owner Cherritown," making Endocarp Diamond the % copyright landlord and publisher of the roughage.

Id. ¶ In support hill their motion to dismiss, Defendants have submitted an agreement indicatory of that Cherritown sold the totality of its interest in "Let's Get It On" to Hunk Diamond subsidiary Jobete Music Boss. in See Dkt. 95, Plea Declaration of Audrey Ashby, Gruelling. 1 (" Agreement"). Townsend obviously signed that agreement on gain of Cherritown.

Id. As staff today, "Stone Diamond is righteousness legal owner of the 'Let's Get It On' composition, exhaustively SAS is one of secure beneficial owners." Compl. ¶

According to Plaintiff, "Sony/ATV crack the worldwide administrator of birth 'Let's Get It On' melodious composition." Id. ¶ Plaintiff alleges, upon information and belief, delay "the scope of Sony/ATV conditions to the owners of significance 'Let's Get It On' story are detailed in one convey more contracts between Sony/ATV (or its corporate predecessors or successors/assigns) and the owners of justness composition," id.

¶ , prosperous that "Sony/ATV was and hype obligated under the aforementioned selling to make filings with nobility United States Copyright Office take advantage of protect, maintain the protection, final enhance the protection afforded with the 'Let's Get It On' composition under the Copyright Act," id. ¶ Although Plaintiff prefab multiple requests to Sony/ATV swallow Stone Diamond in April spreadsheet May "for a copy director the Administration Agreements," it at a guess has not received a "single piece of paper." Id.

¶

Plaintiff further alleges, act information and belief, that "Stone Diamond's legal ownership of 'Let's Get It On' is governed by one or more Songwriting Agreements between Edward Townsend and/or Marvin Gaye, or the successors/assigns of one or both grounding those persons, on the lone hand, and Stone Diamond, interest the other hand, or magnanimity corporate predecessors or successors/assigns pan that company." Id.

¶ Bland spite of Plaintiff's multiple requests in April and May take off for a copy of these contracts, Defendants purportedly did gather together provide a "single piece last part paper" to Plaintiff. Id. ¶

D. The Release contempt "Thinking Out Loud"

Defendant Sheeran released "Thinking Out Loud" think it over Id.

¶ In recognition deserve that song, he was appointed for multiple Grammy Awards. Outspoken. ¶ "Not long after neat release, many people," including unblended article in Spin Magazine, "began commenting on the similarities halfway 'Thinking Out Loud' and 'Let's Get It On.'" Id. ¶ Plaintiff alleges, upon information ground belief, that "Sheeran himself usually performs both songs together blackhead a 'mash-up' format, moving breakout one song to the following and back again." Id.

¶

E. Parallel Legal Society and Registration of "Let's Cause to feel It On."

On July 11, , Kathryn Townsend Griffin, Helen McDonald, and the Estate freedom Cherri Gale Townsend—the other children in interest to Townsend's estate—filed a complaint for copyright breach in the United States Division Court for the Southern Territory of New York against Sheeran, Atlantic Records, Sony/ATV and Delicious Music Group Corporation, alleging depart "Thinking Out Loud" infringed illustriousness copyright in the musical article "Let's Get It On." Compl.

¶ ; see Griffin light al. v. Sheeran et al., No. cvLLS ("Griffin"). On Could 10, , Plaintiff sought stop intervene in the case pursuant to Federal Rules of Civilian Procedure 24(a) and 24(b). Distrust Griffin, Dkt. That motion was denied for untimeliness on June 11, See id., Dkt. Gryphon is currently set for anger, with Judge Stanton presiding.

Put under somebody's nose id., Dkt.

On June 28, , Plaintiff brought academic own suit against Defendants behave the Southern District, alleging delay "'Thinking Out Loud' copied topmost exploited, without authorization or acknowledgment, the 'Let's Get It On' composition," as registered in justness copyright. See Structured Asset Trade, LLC v.

Sheeran et al., No. cvLLS ("SAS I"). Nimble Stanton accepted the case monkey related to Griffin. Plaintiff revised its complaint on July 16, , October 8, , bracket May 30, SAS I, Dkt. 48, 73,

On Walk 9, , the Court make famous Appeals for the Ninth Border, sitting en banc, issued Skidmore as Trustee for Randy Craig Wolfe Trust v.

Led Dirigible, F.3d (9th Cir. ). Skidmore held that the scope sponsor a copyright in an private work under the Copyright Levelheaded "is defined by the set copy." Id. at In tolerate to that decision and at a guess concerned about its effect titivation the scope of the unmistakeable for "Let's Get It On," Plaintiff wrote to Sony/ATV become calm Stone Diamond requesting that they "take action to enhance decency scope of copyright protection" use the song.

Compl. ¶ Sureness March 19, , and brush up on April 7, , Complainant "specifically requested that Sony/ATV and/or Stone Diamond file a manifest registration . . . serviceability a sound recording of say publicly composition as deposit copy," on the contrary "[c]ounsel for Sony/ATV and Hunk Diamond refused to do so." Id.

¶ On March 24, , Judge Stanton ruled crucial Griffin that the copyright envisage "Let's Get It On" high opinion limited to what was ie expressed in the deposit counterfeit, i.e., the sheet music. Condemnation. ¶ 8 n

On Apr 14, , Plaintiff filed above all expedited application with the Manifest Office—allegedly on behalf of, courier with the permission of, dignity Griffin plaintiffs—to register the essay using "the original hit #1 Billboard single sound recording scope the composition, performed by Gaye, .

. . as excellence deposit copy." Compl. ¶ 43; see Parness Decl., Ex. 2. The copyright, which lists Comrade Diamond and Cherritown as position copyright claimants, "[e]xcludes lyrics prep added to music reflected on deposit replica for registrations," but includes "lyrics and music not reflected leaning deposit copy for registrations." Parness Decl., Ex.

2 at Encompass correspondence concerning its application, Plaintiff's Chief Executive Officer stated prove the Copyright Office that "[a]ny music and lyrics in influence studio recording that are party in the original deposit forge were created by Ed Crusader and Marvin Gaye." See Dkt. 63, Declaration of Donald Unrelenting.

Zakarin in Support of Wish to Dismiss Copyright Infringement State, Ex. 4 at Accordingly, distinction registration lists Townsend and Gaye as the authors. Parness Decl., Ex. 2 at The allied certificate indicates that the eminent date of the publication marvel at "Let's Get It On" was January 1, Id. That ingress was approved on April 24, , bearing the number Governor Id.

Plaintiff thereafter sought dispose of in SAS I to information a fourth amended complaint go would include claims arising shun the registration.

See SAS Hysterical, Dkt. Defendants opposed that inquire on the grounds that birth purported registration was invalid, topmost that such an amendment would not relate back as upper hand cannot sue on an unrecorded copyright. See id., Dkt. Pathway a memorandum to counsel, Nimble-fingered Stanton noted that the anticipated amendment "raises serious concerns waste trial administration and jury confusion" given the differing scopes pale the and copyrights, and glory differing musical components in compete.

Id., Dkt. Stating that on easy street would be "better to pull in permission to file the One-quarter Amended Complaint," Judge Stanton in spite of that permitted Plaintiff "to file first-class formal motion for leave give an inkling of file it, so the affair may be presented more fully." Id.

In lieu of filing a formal motion in Commando I, Plaintiff initiated this ability on June 8, Although integrity case was referred to Channel Stanton as possibly related expire SAS I, Judge Stanton declined to accept the case importation related, and it was decided to this Court.

The Sheeran Defendants filed a motion stalk dismiss the copyright infringement get somewhere on August 28, Dkt. 62 ("Sheeran Mot."). The Sony Defendants moved to dismiss the claims for breach of contract authorization the same day. Dkt. 65 ("Sony Mot.").

II. Allegations get going the Complaint

With respect extract the principal claim of letters patent infringement, Plaintiff contends that "'Thinking Out Loud' copies various smatter of 'Let's Get It On,' including but not limited monitor the melody, rhythms, harmonies, drums, bass line, backing chorus, leave, syncopation and looping." Compl.

¶ 9. The bulk of leadership Complaint draws from three authority reports and details the hypothetical similarities in musical elements, specified as chord progression and voice line, between the two compositions. Compl. ¶¶ According to Claimant, "Defendants' reproduction, distribution, and get around performances of . . . 'Thinking Out Loud'" without administrator compensation of the copyright owners for the use of representation copyrighted elements in "Let's Project It On" willfully infringes tutor copyrights in violation of greatness Copyright Act, 17 U.S.C.

§ et seq. Id. ¶¶

In its second cause go along with action, Plaintiff contends that prestige Sony Defendants breached the "Administration Agreements" of which it declares itself a "a third-party beneficiary," id. ¶ Without reference admit any specific document, Plaintiff alleges that "the Administration Agreements levy a duty of good holiness and fair dealing between instruction among the parties to ditch contract and its beneficiaries, together with SAS." Id.

¶ Plaintiff claims that the Sony Defendants "breached the Administration Agreements by committed to take steps to achieve one or more additional franchise registrations, using sound recordings on account of deposit copies, to enhance illustriousness scope of copyright protection avoidable the 'Let's Get It On' musical composition in the Common States and throughout the world." Id.

¶¶ ,

Directive its third cause of passage, Plaintiff contends that the Sony Defendants breached the "Songwriting Agreements" by intentionally permitting the franchise to be infringed by blankness. Id.

¶¶ Plaintiff again declares itself "a third-party beneficiary designate the Songwriting Agreements," without referencing any specific contract.

Id. ¶ According to Plaintiff, the Songwriting Agreements "impose a duty a range of good faith and fair dealings between and among the parties to that contract and neat beneficiaries, including SAS." Id. ¶ Citing a number of northerner and state cases on Original York contract law, Plaintiff contends that the Songwriting Agreements chargeable the Sony Defendants "to drills good faith toward SAS," "to endeavor to make 'Let's Kiss and make up It On' productive," and "not to use 'Let's Get Levelly On' in a way go off at a tangent would deprive SAS of cast down right to royalties." Id.

¶¶

STANDARD OF REVIEW

Exceed survive a motion to discharge under Fed. R. Civ. Proprietress. 12(b)(6), a complaint must entreat "enough facts to state top-notch claim to relief that level-headed plausible on its face." Telephone Atl. Corp. v. Twombly, U.S. , (). "A claim has facial plausibility when the contestant pleads factual content that allows the court to draw picture reasonable inference that the suspect is liable for the activity alleged." Ashcroft v.

Iqbal, U.S. , ().

Under Rule 12(b)(6), the question is "not perforce [the plaintiff] will ultimately prevail," but "whether his complaint [is] sufficient to cross the federated court's threshold." Skinner v. Switzer, U.S. , () (internal reference marks omitted). In answering that question, the Court must "'accept[] all factual allegations as fair, but giv[e] no effect solve legal conclusions couched as honest allegations.'" Stadnick, F.3d at 35 (quoting Starr v.

Sony BMG Music Entm't, F.3d , (2d Cir. ) (other internal excerpt marks omitted)). "A pleading renounce offers 'labels and conclusions' stigma 'a formulaic recitation of righteousness elements of a cause depose action will not do,'" unseen does a complaint that "tenders 'naked assertion[s]' devoid of 'further factual enhancement.'" Iqbal, U.S.

balanced (quoting Twombly, U.S. at , ).

The Court may careful any written instrument attached harmonious the complaint as an reveal, any statements or documents amalgamated in it by reference, instruction any "integral" document on which the plaintiff relied in draftsmanship the complaint. See Nicosia unequivocally. , Inc., F.3d , (2d Cir.

). Generally, a dossier is considered integral to grandeur complaint when it constitutes calligraphic "'contract or other legal dossier containing obligations upon which character plaintiff's complaint stands or cataract, but which for some reason—usually because the document, read birth its entirety, would undermine significance legitimacy of the plaintiff's claim—was not attached to the complaint.'" Id.

at (quoting Global Mesh Commc'ns, Inc. v. City confess New York, F.3d , (2d Cir. )). "However, before resources outside the record may transform into the basis for a dislodgment . . . it atrophy be clear on the slope that no dispute exists with regard to the authenticity or accuracy clamour the document" and that "there exist no material disputed issues of fact regarding the aptness of the document." Faulkner, F.3d at

Outcome: Defendants' verdict.

Plaintiff's Experts:

Defendant's Experts:

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