Chambers v. Time Warner, Inc., No. 00 CIV. 2839(JSR).

CourtUnited States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
Writing for the CourtRakoff
Citation123 F.Supp.2d 198
PartiesLester CHAMBERS d/b/a The Chambers Brothers, Carl Gardner d/b/a The Coasters, Bill Pinkney d/b/a The Original Drifters, Tony Silvester d/b/a The Main Ingredient, on behalf of themselves and all others similarly situated, Plaintiffs, v. TIME WARNER, INC., in its own right and as successor in interest to Warner Bros. Records, Atlantic Records, Elektra Records, and associated labels; Sony Music Entertainment, Inc. in its own right and as successor in interest to Columbia Records and associated labels; BMG Entertainment, Inc., in its own right and as successor in interest to RCA Records, Arista Records, and associated labels; Universal Music Group, Inc. in its own right and as successor in interest to MCA Records, Polydor Records, and associated labels; and MP3.Com, Inc., Defendants.
Docket NumberNo. 00 CIV. 2839(JSR).
Decision Date04 December 2000
123 F.Supp.2d 198
Lester CHAMBERS d/b/a The Chambers Brothers, Carl Gardner d/b/a The Coasters, Bill Pinkney d/b/a The Original Drifters, Tony Silvester d/b/a The Main Ingredient, on behalf of themselves and all others similarly situated, Plaintiffs,
v.
TIME WARNER, INC., in its own right and as successor in interest to Warner Bros. Records, Atlantic Records, Elektra Records, and associated labels; Sony Music Entertainment, Inc. in its own right and as successor in interest to Columbia Records and associated labels; BMG Entertainment, Inc., in its own right and as successor in interest to RCA Records, Arista Records, and associated labels; Universal Music Group, Inc. in its own right and as successor in interest to MCA Records, Polydor Records, and associated labels; and MP3.Com, Inc., Defendants.
No. 00 CIV. 2839(JSR).
United States District Court, S.D. New York.
December 4, 2000.

Page 199

Fred Taylor Isquith, Wolf Haldenstein Adler Freeman & Herz LLP, New York City, Lawrence Feldman, Lawrence E. Feldman & Associates, Jenkintown, PA, Mark C. Rifkin, Rifkin & Associates LLC, Paoli, PA, for Plaintiffs.

Jeffrey A. Conciatori, Michael Carlinsky, Orrick, Herrington & Sutcliffe LLP, New York City, for MP 3.Com, Inc.

Jay Cohen, Paul, Weiss, Rifkind, Wharton & Garrison, New York City, for Sony Corp.

Katherine B. Forrest, Cravath Swaine & Moore, New York City, for Time Warner, Inc.

Charles B. Ortner, Proskauer Rose LLP, New York City, for BMG Music.

Suzan Arden, Pryor Cashman Sherman & Flynn, New York City, Russell J. Frackman, Jeffrey D. Goldman, Mitchell Silberberg & Knupp LLP, Los Angeles, CA, for Universal Music Group, Inc.

Michael G. Rhodes, James J. Donato, Cooley Godward LLP, San Diego, CA.

OPINION AND ORDER

RAKOFF, District Judge.


Plaintiffs are members of musical groups that, pursuant to contract, made recordings, mostly in the 1950's and '60's, for defendant companies Time Warner, Inc. ("Time Warner"), Sony Music Entertainment, Inc. ("Sony"), BMG Entertainment, Inc. ("BMG"), Universal Music Group, Inc. ("Universal") and their predecessors (collectively "the Record Companies"). Spurred by the actions of co-defendant MP3.com, Inc. ("MP3.com") in converting such recordings to digital format, see UMG Recordings, Inc. v. MP3.Com, Inc., 92 F.Supp.2d 349 (S.D.N.Y.2000), plaintiffs brought this action under federal copyright law, federal trademark law, and sections 50 and 51 of the New York State Civil Rights Law, seeking not only monetary damages and injunctive relief but also a declaration of their rights under these laws with respect to Internet use of such of their recordings as were made before February 1, 1996 (the effective date of the Digital Performance Rights in Sound Recordings Act of 1995). Defendants responded by moving to dismiss the action pursuant to Fed.R.Civ.P. 12(b)(6).1 For the following reasons the motion is granted.

Page 200

Although plaintiffs' Amended Complaint asserts no fewer than nine separate counts, most of their claims are premised on the contention that the plaintiffs hold property rights in the digital versions of their recordings. In fact, however, plaintiffs assigned such rights to the Record Companies.

The recordings in question were made pursuant to contracts between the plaintiffs and the Record Companies, under which the Record Companies advanced monies to the plaintiffs to make the recordings and agreed to pay royalties to plaintiffs for certain uses of the recordings, in return for transfer of ownership of the recordings to the Record Companies. See, e.g., Am. Compl. ¶¶ 15, 19-21.2 While the contracts vary from one another in ways not here relevant, they all contain language identical or equivalent to the following:

All recordings, phonograph record masters and reproductions made therefrom, together with the performances embodied therein, shall be entirely [the Record Company's] property. [The Record Company] shall have the unrestricted right to manufacture, use, distribute and sell sound productions of the performances recorded hereunder made by any method now known, or hereafter to become known ...

Aff. of Katherine B. Forrest, Ex. 1, at ¶ 5 (Atlantic Contract); see also, e.g., id., Ex. 8, at ¶ 4 (Columbia Contract); id., Ex. 9, at ¶ 13 and Ex. 11, at ¶ 9(f) (RCA Contracts); id., Ex. 13, at § 5.01 (PolyGram Contract).

This language (and the equivalent language in the other contracts) is clear. Without limitation it conveys all of plaintiffs' rights in these recordings to the Record Companies, including the right to exploit the recordings by any method whatsoever, whether known at the time or "hereafter to become known."

Despite their best efforts, plaintiffs are unable to offer any argument that defeats the plain meaning of this contractual language. Most of their arguments, indeed, are premised on trivial differences in the wording of the various contracts that in no way alters the basic meaning here relevant. For example, plaintiff Pinkney argues that the clause in the contract he signed with Atlantic Records (a predecessor of defendant Time Warner) that gives Atlantic the exclusive right to manufacture and sell "records embodying the Recordings" refers only to...

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3 practice notes
  • Chambers v. Time Warner, Inc., Docket No. 01-7010.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (2nd Circuit)
    • February 21, 2002
    ...to the affidavit of Silda Palerm. On December 4, 2000, the District Court granted defendants' motions. Chambers v. Time Warner, Inc., 123 F.Supp.2d 198 (S.D.N.Y.2000). In its opinion, the District Court considered the contracts attached as exhibits to the Forrest and Palerm Affidavits. The ......
  • Millian-Zamora v. Ashcroft, No. 01 CV 2305(NG).
    • United States
    • United States District Courts. 2nd Circuit. United States District Court (Eastern District of New York)
    • October 23, 2002
    ...v. INS, 208 F.3d 725, 727-28 (9th Cir.2000), cited with approval in Yang v. McElroy, 277 F.3d 158, 162 n. 3 (2d Cir.2002); Akhtar, 123 F.Supp.2d at 198; see Augustin v. Sava, 735 F.2d 32, 37 (2d Cir.1984) (incompetent translation of political asylum proceeding denied applicant the right to ......
  • Chambers v. Time Warner, Inc., No. 00 CIV. 2839(JSR).
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • August 29, 2003
    ...complaint as to all defendants pursuant to Federal Rule of Civil Procedure 12(b)(6), see Chambers v. Time Warner, Inc. et al., 123 F.Supp.2d 198, 202 (S.D.N.Y.2000), but the Court of Appeals reversed on the ground that this Court had considered matters outside the pleadings, and remanded to......
3 cases
  • Chambers v. Time Warner, Inc., Docket No. 01-7010.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (2nd Circuit)
    • February 21, 2002
    ...to the affidavit of Silda Palerm. On December 4, 2000, the District Court granted defendants' motions. Chambers v. Time Warner, Inc., 123 F.Supp.2d 198 (S.D.N.Y.2000). In its opinion, the District Court considered the contracts attached as exhibits to the Forrest and Palerm Affidavits. The ......
  • Millian-Zamora v. Ashcroft, No. 01 CV 2305(NG).
    • United States
    • United States District Courts. 2nd Circuit. United States District Court (Eastern District of New York)
    • October 23, 2002
    ...v. INS, 208 F.3d 725, 727-28 (9th Cir.2000), cited with approval in Yang v. McElroy, 277 F.3d 158, 162 n. 3 (2d Cir.2002); Akhtar, 123 F.Supp.2d at 198; see Augustin v. Sava, 735 F.2d 32, 37 (2d Cir.1984) (incompetent translation of political asylum proceeding denied applicant the right to ......
  • Chambers v. Time Warner, Inc., No. 00 CIV. 2839(JSR).
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • August 29, 2003
    ...complaint as to all defendants pursuant to Federal Rule of Civil Procedure 12(b)(6), see Chambers v. Time Warner, Inc. et al., 123 F.Supp.2d 198, 202 (S.D.N.Y.2000), but the Court of Appeals reversed on the ground that this Court had considered matters outside the pleadings, and remanded to......

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