Ray Charles Found. v. Robinson

• Decision Date: 25 January 2013
• Docket Number: No. CV 12–2725 ABC (FFMx).,CV 12–2725 ABC (FFMx).
• Parties: The RAY CHARLES FOUNDATION, Plaintiff, v. Raenee ROBINSON, et al., Defendants.
• Court: U.S. District Court — Central District of California

919 F.Supp.2d 1054

The RAY CHARLES FOUNDATION, Plaintiff,

v.Raenee ROBINSON, et al., Defendants.

No. CV 12–2725 ABC (FFMx).

United States District Court,

C.D. California,

Western Division.

Jan. 25, 2013.

Rex Daniel Glensy, Yakub Hazzard, Robins Kaplan Miller and Ciresi LLP, Los Angeles, CA, for Plaintiff.

David S. Harris, Keith Gregory Adams, Marc Toberoff, Pablo D. Arredondo, Toberoff and Associates PC, Malibu, CA, for Defendants.

ORDER RE: DEFENDANTS' MOTION TO STRIKE AND MOTION TO DISMISS

AUDREY B. COLLINS, District Judge.

Pending before the Court are two motions filed on July 3, 2012, by Defendants Raenee Robinson, Ray Charles Robinson, Jr., Sheila Robinson, David Robinson, Robert F. Robinson, Reatha Butler, and Robyn Moffett: a Motion to Strike Plaintiff's State–Law Causes of Action Pursuant to California's Anti–SLAPP Law (Docket No. 15); and a Motion to Dismiss Plaintiff's Complaint (Docket No. 16). Plaintiff The Ray Charles Foundation (the “Foundation”) opposed on July 23, 2012, and Defendants replied on August 13, 2012. The Court heard oral argument on September 24, 2012. The parties then filed supplemental briefs on October 2 and October 9, 2012.¹ For the reasons below, the motion to strike is GRANTED as to the Foundation's two state-law claims ², and the Motion to Dismiss is GRANTED as to the remaining declaratory judgment claim.

FACTUAL ALLEGATIONS

This case involves the rights to songs written or co-written by Ray Charles, esteemed musician and songwriter. (Compl. ¶ 24.) During the 1950s, Charles signed several Musicians Services Agreements with Atlantic Records covering different periods of time. (Id. ¶ 25.) These Musician Services Agreements stated among other provisions that Charles was “hired as an employee” to record songs for Atlantic, that the recordings “would be subject to Atlantic's approval,” that Atlantic “would have complete control over Ray Charles's and other musicians' services,” that Atlantic owned the recordings produced, and that Charles would render services exclusively for Atlantic. ( Id.) In return, Charlie would receive an advance payment and royalties on sales. ( Id.)

In conjunction with Charles's “employment relationship” with Atlantic, Charles was also employed by Progressive Music Publishing Co. (“Progressive”), a company owned and controlled by Atlantic at the time, to write songs which were then owned by Progressive, not Charles. ( Id. ¶ 26.) As was customary in the music industry at the time, Charles composed songs and recorded them for Atlantic, but Progressive owned the copyrights to the underlying composition. ( Id.) Sometimes Progressive would memorialize its ownership in a “Standard Uniform Songwriters Contract,” which set forth Charles's entitlement to domestic and foreign royalties. ( Id. ¶ 27.) Progressive would also register the songs with the Copyright Office and listed itself as the copyright owner. (Id. ¶ 28.) Importantly, all the songs at issue in this case “were written while Ray Charles was employed by Atlantic and Progressive, and all those that were recorded and released, were embodied on various albums on the Atlantic label.” ( Id.)

In 1980, Charles allegedly renegotiated the terms of his agreement with Progressive's successor-in-interest over two categories of songs: (a) songs that Charles had already assigned to Progressive; and (b) published and unpublished compositions he had not previously assigned to any publisher (the “1980 agreement”). ( Id. ¶ 29, Ex. A.) Under that agreement, Charles continued to receive royalties, as well as a “significant cash payment.” ( Id. ¶ 30.) The Foundation does not allege that the 1980 agreement changed the ownership of the songs. ( Id. ¶¶ 29–30.)

In 2002, Charles entered an agreement with each of his twelve children, seven of whom are Defendants in this case. ( Id. ¶ 31.) This agreement was short and simple:

My father, Ray Charles Robinson, has told me that he will set up an irrevocable trust for my benefit, to be funded with $500,000. This gift is my entire inheritance from him and I understand that I will not inherit anything further under my father's estate plan and that I am waiving any right to make a claim against his estate.

( Id. ¶¶ 31–32; Arredondo Decl., Ex. A.³). Eighteen months later, Charles passed away and left all of his rights in his works to the Foundation. ( Id. ¶ 33.)

On March 30, 2010, Defendants served thirty-nine copyright termination notices pursuant to the 1976 Copyright Act, 17 U.S.C. § 304(c)(5), on various individuals with interests in Charles's works, including Warner/Chappell Music (“Warner/Chappell”), successor-in-interest to Progressive. ( Id. ¶ 34.) Those notices seek to terminate transfers that occurred prior to 1978, the effective date of the 1976 Copyright Act. ( Id. ¶ 35, Ex. A.) However, because all of the same songs subject to these termination notices were encompassed in the 1980 agreement, Defendants also served termination notices for those transfers pursuant to § 203 of the Copyright Act, which provides for termination of post–1978 transfers on similar terms as § 304(c). ( Id. ¶ 37.) These sections of the Copyright Act generally allow a majority of an author's children, if the author is dead, to terminate most transfers or licenses of the author's works, upon timely notice to the transferee or licensee. Under § 304(c), the earliest date to terminate any of the transfers was April 1, 2012, and the latest date is September 28, 2019. ( Id. ¶ 35, Ex. A.) As for the terminations pursuant to § 203, the Foundation alleges that the earliest date for termination is 2020, and that Defendants' notices purporting to terminate the transfers in 2015 are premature. ( Id. ¶ 38.)

In response to the termination notices, the Foundation brought the pending federal declaratory judgment and state-law claims against the Defendants. In the federal claim, the Foundation seeks a declaration that the termination notices were ineffective and untimely for various reasons, such as that (1) the compositions at issue are excluded from the termination provisions because they were works made for hire; (2) if the compositions were not works made for hire, then the 1980 agreementconstituted a renegotiation of the transfer of most of the songs, satisfying the statutory right of termination; (3) the notices pertaining to unpublished works are invalid because the right of publication of those songs was not exercised within five years of the 1980 agreement; (4) the 1980 agreement constituted a new transfer and all termination deadlines should be calculated from that date; and (5) the Court should determine which of the multiple termination notices for each composition is operative, if any. ( Id. ¶ 43) The Foundation also asserts a declaratory judgment claim and breach of contract and breach of the covenant of good faith and fair dealing claims on the ground that the “serving [of] numerous termination of transfer notices” were “claims against [Ray Charles's] estate” in violation of the agreements signed by Defendants. ( Id. ¶¶ 50, 54.)

Defendants have moved to strike the state claims pursuant to California's anti-SLAPP ⁴ statute, Cal.Code. Civ. P. § 425.16, and have moved to dismiss all of the claims pursuant to Federal Rule of Civil Procedure 12(b)(1) and (6).

MOTION TO STRIKE

A. Legal Standard

California's anti-SLAPP statute allows a defendant to bring a special motion to strike any state-law claim that “aris[es] from any act of that person in furtherance of the person's right of petition or free speech under the United States Constitution or the California Constitution in connection with a public issue[.]” Cal.Code Civ. P. § 425.16(b). It was designed to discourage meritless cases brought for the sole purpose of “ ‘chilling expression through costly, time-consuming litigation.’ ” Batzel v. Smith, 333 F.3d 1018, 1024 (9th Cir.2003). The anti-SLAPP statute applies to any California state-law claim brought in federal court. Id. at 1025–26.

In order for a court to strike a state-law claim, it must make a two-part inquiry. Mindys Cosmetics, Inc. v. Dakar, 611 F.3d 590, 595 (9th Cir.2010). “First, the defendant must make a prima facie showing that the plaintiff's suit ‘arises from an act in furtherance of the defendant's rights of petition or free speech.’ ” Id. If a defendant carries the burden to show that the challenged claims fall within the anti-SLAPP statute, then the plaintiff must demonstrate a probability of prevailing on the merits of the claims. Id.

B. Discussion

1. Claims Based on Protected Activity

Acts protected by the anti-SLAPP statute include “(1) any written or oral statement or writing made before a legislative, executive, or judicial proceeding, or any other official proceeding authorized by law, (2) any written or oral statement or writing made in connection with an issue under consideration or review by a legislative, executive, or judicial body, or any other official proceeding authorized by law, (3) any written or oral statement or writing made in a place open to the public or a public forum in connection with an issue of public interest, or (4) any other conduct in furtherance of the exercise of the constitutional right of petition or the constitutional right of free speech in connection with a public issue or an issue of public interest.” Cal.Civ.Proc.Code § 425.16(e).

As relevant here, subsections (1) and (2) of section 425.16(e) apply to “any cause of action against a person arising from any statement or writing made in, or in connection with an issue under consideration or review by, an official proceeding or body.” Briggs v. Eden Council for Hope & Opportunity, 19 Cal.4th 1106, 1113, 81 Cal.Rptr.2d 471, 969 P.2d 564 (1999). ⁵ Courts have interpreted this provision to bar claims based on communications made in the course of “official proceedings,” but exclude claims based on “ministerial” business communications. Mindys Cosmetics, 611 F.3d at 596. For example, “official...