Copeland v. Home Grown Music, Inc.
Decision Date | 05 March 2021 |
Docket Number | A20A1721 |
Parties | COPELAND v. HOME GROWN MUSIC, INC. |
Court | Georgia Court of Appeals |
Braden Copeland, for Appellant.
Foy R. Devine, Diane Festin LaRoss, Michael Brian Terry, Atlanta, for Appellee.
Braden Copeland was an early supporter and financial backer of his friend Zachry Brown's eponymously named "Zac Brown Band."1 Indeed, he provided the band with several crucial loans in 2006 without any written agreement. But in short order, Copeland and the band's corporate identity, Home Grown Music, Inc.,2 entered into an agreement memorializing the terms of their financial relationship. This agreement provided that—in exchange for his investments—Copeland would share in the band's potential future success via a percentage of the royalties from music and merchandise sales. And Copeland's faith in the Zac Brown Band was richly rewarded just a few years later when the group signed with a major record label and immediately rocketed up the country music charts with the song "Chicken Fried." Unfortunately, Copeland's relationship with the band eventually soured when he began to believe HGM was failing to pay him royalties that he was entitled to under their agreement. So, he sued HGM for breach of contract and lost. The trial court disagreed with Copeland's interpretation of the agreement, and granted summary judgment in HGM's favor. Copeland appeals, arguing that genuine issues of material fact remain as to whether he is entitled to royalties on the sales of individual recordings under the agreement. He also claims entitlement to attorney fees and prejudgment interest for HGM's failure to pay him royalties on the sales of merchandise that it acknowledged were due to him under the agreement. Finally, Copeland maintains that the trial court erred in awarding HGM litigation costs. For the reasons set forth infra , we affirm the trial court's grant of summary judgment to HGM, but partially reverse its award of costs.
Viewed in the light most favorable to Copeland (i.e. , the nonmoving party),3 the record shows that he and Brown became friends in late 2005, after meeting while Copeland was conducting due diligence for a commercial real estate transaction. As a friend and fan of the Zac Brown Band, Copeland began helping Brown fund his group in February 2006 by providing a series of loans. And by July 2007, despite having no written agreement for repayment at that time, Copeland had provided over $73,000 to assist the Zac Brown Band with expenses such as touring, hiring studio musicians and mixers, booking studio time, and recording the group's first major-label studio album—The Foundation.
As early as the previous summer, Copeland and Brown discussed converting the loans into an investment toward the band's potential future success. Specifically, rather than simply repaying the loans, Brown would grant Copeland a share in the royalties generated by sales of the band's music and merchandise. And toward that end, on August 22, 2006, Copeland drafted a letter to Brown and HGM, outlining the details of their proposed agreement. This letter agreement was revised several times over the course of a year, with assistance from HGM's attorney, and the final agreement was signed by Copeland and Brown, as president of HGM, on September 7, 2007.
The agreement was divided into two sections, with each section contemplating a rather distinct means by which the album would be distributed and sold. Specifically, the first section outlined the method by which revenue would be shared prior to the band entering into any contract with a record company. In relevant part, that section of the agreement provided:
The second section contemplated the band entering into a contract with a record company and, in relevant part, provided:
Thereafter, both parties performed according to the first section of the agreement. But on October 23, 2008, HGM entered into an exclusive recording agreement with Atlantic Recording Corporation. Additionally, by this time, the band's first album—The Foundation —was well on its way to becoming an enormous artistic and financial success. Indeed, under the September 2007 agreement with HGM, Copeland has received over $800,000 in royalty payments.
Nevertheless, in the summer of 2009, Copeland noticed that he did not appear to be receiving royalty payments for downloads or sales of individual recordings, and so he contacted HGM's accountant to inquire about such payments. The accountant—who had his own firm and was not an HGM employee—indicated to Copeland that inquires were being made to Atlantic, but did not otherwise answer Copeland's question. Then, on February 1, 2010, Copeland received an accounting statement and payment from Atlantic that did not include payment for individual recordings. This prompted Copeland to contact Brown, who responded that he should, again, contact HGM's accountant. He did so, but received no response. Copeland followed up on February 28, 2010, and this time the accountant responded that he was working on the situation. But after hearing nothing for over a month, Copeland again followed up with the accountant on April 19, 2010, but this inquiry also went unanswered. Unbeknownst to Copeland, several months earlier an Atlantic representative emailed HGM's attorney to ask whether Copeland was supposed to be paid for single-track downloads, and the attorney responded:
Over the next four years, Copeland continued receiving royalty payments, but in March 2014, he discovered that he had not received the two most recent quarterly payments for merchandise sales. So, on March 22, 2014, Copeland emailed HGM's accountant, who responded that he was no longer working with HGM because the company had moved its accounting in-house. And although the now-former accountant copied his response and Copeland's original email to the in-house accountant at HGM, Copeland initially received no response. Consequently, in April 2014, Copeland hired legal counsel; and one month later, his counsel sent HGM a demand letter for payment of the merchandise royalties, as well as a draft complaint. This time HGM did respond. Acknowledging that the merchandise royalties owed for the three most recent quarters had been overlooked due to a transition to in-house accounting, HGM provided Copeland's counsel with sales statements for the relevant quarters and offered to pay the amounts due to him under those statements. Additionally, HGM offered Copeland access to its sales records and proposed that once an agreement was reached as to the exact amount owed, Copeland would sign a release and receive the payment; but Copeland's counsel balked at signing a release.
On June 23, 2014, Copeland filed a complaint against HGM for breach of contract, seeking unpaid royalties for sales on individual recordings/songs and merchandise, attorney fees, and prejudgment interest. HGM filed an answer, and...
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