USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 1 of 13
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`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF INDIANA
`SOUTH BEND DIVISION
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`3:17CV829-PPS
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`WILLIAM JONES,
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`Plaintiff,
`
`vs.
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`BRIOCHE AND MAYO, LLC,
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`Defendant.
`
`OPINION AND ORDER
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`Under the pseudonym “Billy Jay,” plaintiff William Jones wrote a screenplay
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`entitled “Zone 15,” which he then sold to defendant Brioche and Mayo, LLC. Jones tells
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`me in his complaint that in exchange for “the rights to produce and exhibit a motion
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`picture based on said screenplay,” he received $250 and “an express guarantee that he
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`would be properly credited as an associate producer as part of the film credits and in
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`any paid advertisements.” [DE 7 at ¶4.] After the movie was produced and released,
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`Jones came to believe that Brioche and Mayo failed to live up to their end of the bargain.
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`The crux of Jones’ complaint is that Brioche and Mayo failed to comply with the
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`promise to credit him has an associate producer. He also takes issue with the veracity
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`of Brioche and Mayo’s information campaign suggesting that the movie was written by
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`military veterans (which he is not). Jones also contends that he wasn’t paid for the final
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`screenplay rewrite as promised and was not credited as an associate producer on the
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`film.
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`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF INDIANA
`SOUTH BEND DIVISION
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`3:17CV829-PPS
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`WILLIAM JONES,
`
`Plaintiff,
`
`vs.
`
`BRIOCHE AND MAYO, LLC,
`
`Defendant.
`
`OPINION AND ORDER
`
`Under the pseudonym “Billy Jay,” plaintiff William Jones wrote a screenplay
`
`entitled “Zone 15,” which he then sold to defendant Brioche and Mayo, LLC. Jones tells
`
`me in his complaint that in exchange for “the rights to produce and exhibit a motion
`
`picture based on said screenplay,” he received $250 and “an express guarantee that he
`
`would be properly credited as an associate producer as part of the film credits and in
`
`any paid advertisements.” [DE 7 at ¶4.] After the movie was produced and released,
`
`Jones came to believe that Brioche and Mayo failed to live up to their end of the bargain.
`
`The crux of Jones’ complaint is that Brioche and Mayo failed to comply with the
`
`promise to credit him has an associate producer. He also takes issue with the veracity
`
`of Brioche and Mayo’s information campaign suggesting that the movie was written by
`
`military veterans (which he is not). Jones also contends that he wasn’t paid for the final
`
`screenplay rewrite as promised and was not credited as an associate producer on the
`
`film.
`
`
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 2 of 13
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`If all of these beefs sound like they arise out of state law, it’s because they do.
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`And indeed, Jones originally filed the case in the Circuit Court of St. Joseph County,
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`Indiana alleging three counts. The first is a breach of contract claim. [DE 7 at 2.] The
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`second is a claim of intentional infliction of emotional distress. [Id. at 3.] Count III is a
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`claim for unjust enrichment. [Id. at 4.] Brioche and Mayo removed the case to this
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`court. They say that Count III of the amended complaint — the unjust enrichment
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`claim — is really a copyright claim dressed up to look like something else. [DE 1 at ¶7.]
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`Asserting that the Copyright Act completely preempts the unjust enrichment claim,
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`Brioche and Mayo contend that removal of the case to federal court is supported by
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`federal question jurisdiction over Count III, and that the court has supplemental
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`jurisdiction over the two other state law claims. [Id. at ¶¶9, 21.] The case was not
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`removed on diversity grounds and the plaintiff’s amended complaint specifically says
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`he is not seeking damages of more than $75,000 in any event. [DE at ¶9.]
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`Federal preemption generally is based on the Supremacy Clause of the United
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`States Constitution declaring that the federal Constitution and laws are “the Supreme
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`Law of the land.” U.S. Const., art. VI, cl. 2. There are three ways that a federal law can
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`preempt state and local law:
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`Express preemption occurs when a federal statute explicitly states that it
`overrides state or local law. Conflict preemption exists if it would be
`impossible for a party to comply with both local and federal requirements
`or where local law “stands as an obstacle to the accomplishment and
`execution of the full purposes and objectives of Congress.” ... Field
`preemption occurs when federal law so thoroughly “occupies a legislative
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`2
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 3 of 13
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`field” as to make it reasonable to infer that Congress left no room for the
`states to act.
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`Hoagland v. Town of Clear Lake, Ind., 415 F.3d 693, 696 (7th Cir. 2005) (internal citations
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`omitted).
`
`The preemptive authority of the federal Copyright Act derives from 17 U.S.C.
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`§301(a):
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`[A]ll legal or equitable rights that are equivalent to any of the exclusive rights
`within the general scope of copyright as specified by section 106 in works of
`authorship that are fixed in a tangible medium of expression and come
`within the subject matter of copyright as specified by sections 102 and 103,
`whether...published or unpublished, are governed exclusively by this title.
`Thereafter, no person is entitled to any such right or equivalent right in
`any such work under the common law or statutes of any State.
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`(Emphasis added.) Section 102 extends federal copyright protection to original works
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`of authorship including literary works, dramatic works, motion pictures and other
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`audiovisual works. Section 103 explains that the scope of Section 102 includes
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`compilations and derivative works. Section 106 of the Copyright Act lists the owner of
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`copyright’s exclusive rights, namely to reproduce the copyrighted work, to prepare
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`derivative works, to distribute copies to the public, and in the case of literary works
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`including motion pictures, to perform or display the work publicly.
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`The preemption of state causes of action by federal law does not always support
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`removal based on federal question jurisdiction. For example, “conflict preemption does
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`not provide an independent basis for federal jurisdiction/removal.” Franciscan Skemp
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`Healthcare, Inc. v. Central States Joint Bd. Health and Welfare Trust Fund, 538 F.3d 594, 601
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`3
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 4 of 13
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`(7th Cir. 2008). Likewise, express preemption clauses do not necessarily support
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`removal to federal court. See, e.g., Lehmann v. Brown, 230 F.3d 916, 919 (7th Cir. 2000)
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`(ERISA premption provision 29 U.S.C. §1144(a) does not support removal to federal
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`court). Setting aside field preemption, when federal preemption is raised as a defense
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`to a state law claim it does not itself confer federal question jurisdiction. Wisconsin
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`Interscholastic Athletic Ass’n v. Gannett Co., Inc., 658 F.3d 614, 620 (7th Cir. 2011); Atchley v.
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`Heritage Cable Vision Associates, 101 F.3d 495, 498 (7th Cir. 1996). In other words, if the
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`preemption language in the Copyright Act is deemed to be merely conflict preemption
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`or express preemption, which provides a defense to the state claim but does not convert
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`it into a federal claim under the Copyright Act, then preemption would not support
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`removal from state court on the basis of federal question jurisdiction. This is because
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`the ”federal question must be part of the plaintiff’s well-pleaded complaint; jurisdiction
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`may not be ‘predicated on an actual or anticipated defense.’” WIAA, 658 F.3d at 619
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`(quoting Vaden v. Discover Bank, 556 U.S. 49, 60 (2009)).
`
`Field preemption, which is often called complete preemption, is a horse of a
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`different color. Where field preemption applies, Congress has so completely displaced
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`state law that a state claim in the area “is characterized from its inception as...arising
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`under the federal law.” Atchley, 101 F.3d at 498 (citing Caterpillar Inc. v. Williams, 482
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`U.S. 386, 393 (1987)). Several circuits have held that the Copyright Act’s preemption
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`provision in §301(a) completely preempts the substantive field, so that where it applies,
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`“it converts an ordinary state common-law complaint into one stating a federal claim
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`4
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 5 of 13
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`for purposes of the well-pleaded complaint rule,” including for purposes of federal
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`question removal to federal court. Spear Marketing, Inc. v. BancorpSouth Bank, 791 F.3d
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`586, 593-94 (5th Cir. 2015). Brioche and Mayo rely on such cases here, including Ritchie v.
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`Williams, 395 F.3d 283, 287-89 (6th Cir. 2005), Briarpatch Ltd. v. Phoenix Pictures, Inc., 373
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`F.3d 296, 303-06 (2nd Cir. 2004), and Rosciszewski v. Arete Associates, Inc., 1 F.3d 225, 230-
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`33 (4th Cir. 1993). [DE 16 at 3-4.]
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`But our Court of Appeals has expressed skepticism. Citing those same decisions
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`by the Sixth, Second and Fourth Circuits finding so-called complete preemption by the
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`Copyright Act, the Seventh Circuit has said “[w]e are not so certain,” citing contrary
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`authorities. WIAA, 658 F.3d at 620. But further analysis of the issue was not necessary
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`to the decision, and the WIAA case did not explore it further. Since that decision in
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`2011, I have been unable to locate any other Seventh Circuit opinion that addresses the
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`issue. But I think it is fair to say that if the Seventh Circuit persisted in its skepticism, it
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`would deem it error for this court to uphold Brioche and Mayo’s removal of Jones’s
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`action based on what was pled as an unjust enrichment claim. In other words, if the
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`copyright preemption is merely a defense to the claim, the federal character of
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`“ordinary” preemption would not convert the state law claim into one under federal
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`law supporting federal question removal. WIAA, 658 F.3d at 620.
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`But let’s suppose that the Copyright Act preemption is of the “complete” variety
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`that supports federal question removal. I still would have to decide whether it applies
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`to the facts of this case as alleged in Count III of the amended complaint — the unjust
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`5
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 6 of 13
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`enrichment count. A two-pronged test, derived from the language of §301(a), is used to
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`determine whether a state law claim is preempted by the Copyright Act. The first
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`question is whether the claim involves a work that is fixed in tangible form and within
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`the subject matter of copyright as specified by §102 and §103? Seng-Tiong Ho v. Taflove,
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`648 F.3d 489, 500 (7th Cir. 2011). The parties do not dispute that this prong is satisfied.1
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`The second question is whether the claim seeks to protect rights that are “equivalent to”
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`any of the exclusive rights granted by federal copyright law in §106? Id. The Seventh
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`Circuit has summarized these rights as “reproduction, adaptation, publication,
`
`performance, and display” of the copyrighted work. Toney, 406 F.3d at 909.
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`Not every state law claim touching upon copyrighted material, such as the
`
`screenplay at issue here, meets the second prong of this test. For instance, it is widely
`
`acknowledged that “[a] contract dispute about who owns a particular copyright does
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`not give rise to jurisdiction,” because it does not assert a claim of infringement or seek
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`any relief provided by the Copyright Act. WIAA, 658 F.3d at 619; Nova Design Build, Inc.
`
`v. Grace Hotels, LLC, 652 F.3d 814, 816 (7th Cir. 2011). See also Utopia Provider Sys., Inc. v.
`
`Pro–Med Clinical Sys., L.L.C., 596 F.3d 1313, 1327 & n. 26 (11th Cir. 2010); Bowers v.
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`Baystate Techs., Inc., 320 F.3d 1317, 1324 (Fed.Cir. 2003); Lipscher v. LRP Publ'ns, Inc., 266
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`F.3d 1305, 1318 (11th Cir. 2001); ProCD, Inc. v. Zeidenberg, 86 F.3d 1447, 1455 (7th Cir.
`
`1 Jones points out that neither his amended complaint nor the notice of removal alleges that he
`owns a copyright registration for the screenplay. But the Seventh Circuit has observed that “state laws
`that intrude on the domain of copyright are preempted even if the particular expression is neither
`copyrighted nor copyrightable.” Toney v. L’Oreal USA, Inc., 406 F.3d 905, 911 (7th Cir. 2005).
`
`6
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`
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 7 of 13
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`1996); Nat'l Car Rental Sys., Inc. v. Computer Assocs. Int'l, Inc., 991 F.2d 426, 431 (8th Cir.
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`1993); Taquino v. Teledyne Monarch Rubber, 893 F.2d 1488, 1501 (5th Cir. 1990).
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`The preemption analysis requires examination of the allegations and elements of
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`the unjust enrichment claim. “The elements of an unjust enrichment claim alone do not
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`render such a claim preempted,” and the court instead “‘focuses on the factual basis
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`underlying the claims”’ to determine whether the particular unjust enrichment claim
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`differs qualitatively from a copyright claim. Art of Design, Inc. v. Pontoon Boat, LLC, No.
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`3:16-CV-595 JD, 2017 WL 3608219, at *3 (N.D. Ind. Aug. 22, 2017) (quoting Stephen &
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`Hayes Constr., Inc. v. Meadowbrook Homes, Inc., 988 F.Supp. 1194, 1200 (N.D. Ill. 1998)).
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`Count III is premised on Jones’ factual allegations that he was not fully compensated
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`because Brioche and Mayo did not pay him additional money as promised for the final
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`rewrite of the script and because Jones was not credited as an associate producer as
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`agreed. [DE 7 at 4-5.] The legal theory for relief on Count III is Jones’ assertion that “[i]t
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`is [in]equitable and unconscionable for Defendant to benefit from the Plaintiff’s work
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`without complete payment or proper complete credit.” [DE 7 at ¶36.] If this case has
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`anything to do with copyright, it’s certainly not clear from the explicit language of the
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`amended complaint.
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`“[T]o avoid preemption, a state law must regulate conduct that is qualitatively
`
`distinguishable from that governed by federal copyright law – i.e., conduct other than
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`reproduction, adaptation, publication, performance, and display.” Toney, 406 F.3d at
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`910. Here, the unjust enrichment claim has nothing to do with whether the movie script
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`7
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 8 of 13
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`was copyrighted, or the exclusive rights that would belong to the copyright owner. It
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`focuses instead on the compensation Jones alleges he was promised, not on any
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`challenge to Brioche and Mayo’s reproduction, adaptation, publication or performance
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`of the screenplay. In that respect, the unjust enrichment claim differs from the one
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`found to be preempted in Art of Design, the theory for which was the defendants’
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`reproducing plaintiff’s designs and preparing derivative works, rather than “labor and
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`services,” as here. Art of Design, 2017 WL 3608219 at *3.
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`Under Indiana law, there are three elements to a claim of unjust enrichment: “(1)
`
`a benefit conferred upon another at the express or implied request of this other party;
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`(2) allowing the other party to retain the benefit without restitution would be unjust;
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`and (3) the plaintiff expected payment.” Woodruff v Ind. Family & Soc. Servs. Admin., 964
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`N.E.2d 784, 791 (Ind. 2012). See also Brueck v. John Maneely Co., Inc., 131 F.Supp.3d 774,
`
`781 (N.D.Ind. 2015). The Indiana Supreme Court has referred to unjust enrichment as
`
`the same “common-law remedy” as quantum meruit and quasi-contract, all designed to
`
`provide an equitable recovery where a formal contract did not exist but there was
`
`nonetheless a quid pro quo between the parties: “a legal fiction invented by the
`
`common-law courts in order to permit a recovery...where, in fact, there is no contract,
`
`but where the circumstances are such that under the law of natural and immutable
`
`justice there should be a recovery as though there had been a promise.” Woodruff, 964
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`N.E.2d at 791, quoting Clark v. Peoples Sav. & Loan Ass’n, 46 N.E.2d 681, 682 (1943).
`
`8
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 9 of 13
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`But despite the “unjust enrichment” label, Count III expressly pleads an agreed-
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`upon exchange of promise for performance – specifically Brioche and Mayo’s
`
`agreement to pay Jones $250 and credit him as an associate producer in exchange for
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`Jones’s drafting of the original script, and Brioche and May’s promise to pay additional
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`money if Jones would perform the final rewrite of the script. [DE 7 at ¶¶26, 27.] These
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`allegations suggest the existence of a contractual relationship, whether as an express
`
`contract or as an implied-in-fact contract, which arises when circumstances or acts
`
`demonstrate a mutual intention to contract. City of Indianapolis v. Twin Lakes Enterprises,
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`Inc., 568 N.E.2d 1073, 1078 (Ind.Ct.App. 1991).
`
`And a “promise to pay” has been identified as a feature of a claim that
`
`distinguishes it from copyright so as to preclude preemption. In Wrench LLC v. Taco Bell
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`Corp., 256 F.3d 446 (6th Cir. 2001), the Sixth Circuit held that “[t]he gist of appellants’
`
`state law implied-in-fact contract claim is breach of an actual promise to pay for
`
`appellants’ creative work. It is not the use of the work alone but the failure to pay for it
`
`that violates the contract and gives rise to the right to recover damages.” Wrench, 256
`
`F.3d at 456. The “extra element” of “the promise to pay” was found to “change the
`
`nature of the action so that it is qualitatively different from a copyright infringement
`
`claim,” and so not preempted. Id.
`
`In Forest Park Pictures v. Universal Television Network, Inc., 683 F.3d 424 (2nd Cir.
`
`2012), the Second Circuit engaged in a similar analysis, distinguishing contract claims
`
`from claims of contracts implied-in-law, such as unjust enrichment, which do not
`
`9
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`
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 10 of 13
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`require an allegation of an actual agreement between the parties. Id. at 432. But here,
`
`Jones does allege both the existence of an agreement and the breach of promises made as
`
`the basis for his unjust enrichment claim. The promise to pay was found in Forest Park
`
`Pictures to introduce an element beyond the Copyright Act and to preclude preemption.
`
`Id. at 433.
`
`The particular allegations of Count III sufficiently liken it to a claim of breach of
`
`contract that I conclude Copyright Act preemption is not applicable. “First, the
`
`Copyright Act does not provide an express right for the copyright owner to receive
`
`payment for the use of a work.” Forest Park Pictures v. Universal Television Network, Inc.,
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`683 F.3d 424, 431 (2nd Cir. 2012). “Second, a plaintiff suing for failure to pay under a
`
`contract must prove extra elements beyond use or copying, including mutual assent
`
`and valid consideration. Third, a breach of contract claim asserts rights only against the
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`contractual counterparty, not the public at large.” Id. Because Count III seeks
`
`compensation for services rather than disputes any infringement of copyright
`
`protections in the screenplay, it is not a claim that “essentially boil[s] down to copyright
`
`infringement.” Art of Design, 2017 WL 3608219, at *3.
`
`The Seventh Circuit has recognized that “private contracts are generally of a
`
`different scope than copyright protection because ‘[a] copyright is a right against the
`
`world. Contracts by contrast, generally affect only their parties; strangers may do as
`
`they please, so contracts do not create “exclusive rights.”’” Krueger v. TradeGuider
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`Systems, LLC, No. 07 C 6261, 2007 WL 4219194, at *2 (N.D. Ill. 2007) (quoting ProCD, Inc.
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`10
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`
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 11 of 13
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`v. Zeidenberg, 86 F.3d 1447, 1454 (7th Cir. 1996)). A determination that a party’s “requests
`
`for relief stem from a violation of his contractual rights, not from his ‘exclusive rights’
`
`as against the world,” means there is no copyright preemption. Krueger, 2007 WL
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`4219194, at *4.
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`Putting this all together, I conclude that Count III is not preempted by the
`
`Copyright Act. Jones does not dispute that Brioche and Mayo contracted for rights of
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`the sort governed by §106 with respect to his screenplay for “Zone 15.” In fact, his
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`amended complaint clearly arises from that contractual relationship. But rather than
`
`assert any rights concerning the reproduction, adaptation, publication, performance or
`
`display of the screenplay, Count III asserts rights to particular compensation agreed to,
`
`namely additional pay for the final rewrite and an associate producer credit. The basis
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`of the claim being compensation and the promise to pay differentiates Count III from
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`the law of copyright. So even if the Copyright Act is a source of complete preemption,
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`it does not apply to Count III, because quite simply it doesn’t have anything to do with
`
`the copyright. If the Copyright Act’s preemption clause only gives rise to “ordinary”
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`preemption, Brioche and Mayo’s pleading of it as a defense does not support federal
`
`question removal at all. In either event, this case is subject to remand. The motion will
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`be granted and the case returned to St. Joseph County.
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`There’s one other issue, and it involves attorney’s fees. Jones seeks an award of
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`attorney’s fees, arguing that under 28 U.S.C. §1447(c) and Seventh Circuit precedent,
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`that he is presumptively entitled to attorney’s fees if his motion is granted. [DE 14 at 8.]
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`11
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 12 of 13
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`This is incorrect. Section 1447 gives me discretion to award attorney’s fees to a party
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`whose motion to remand is successful. In Martin v. Franklin Capital Corporation, 546
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`U.S. 132 (2005), the Supreme Court held that the statutory language creates no strong
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`presumption in favor of such an award or against it. Id. at 137-38. Instead, the standard
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`that governs a fee award under §1447 is that “[a]bsent unusual circumstances, courts
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`may award attorney’s fees under § 1447(c) only where the removing party lacked an
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`objectively reasonable basis for seeking removal.” Id. at 141.
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`So Jones is wrong when he repeatedly says that there is a presumptive
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`entitlement to a fee award for a successful motion to remand. Instead, Jones must
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`demonstrate that Brioche and Mayo “lacked an objectively reasonable basis for seeking
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`removal.” Martin, 546 U.S. at 141. Although I ultimately disagree with Brioche and
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`Mayo’s contention that complete preemption by the Copyright Act makes this case
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`removable, I do not find that the contention lacks an objectively reasonable basis. Let’s
`
`be honest about it; the law governing preemption is a bit murky. Brioche and Mayo’s
`
`reasoning found support in the number of Courts of Appeal who are persuaded that the
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`Copyright Act creates “field” preemption. As to the application of copyright
`
`preemption to the particular claim in this case, the argument, though not ultimately
`
`successful, was not objectively unreasonable, given the factual background of the
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`parties’ dispute concerning the transfer of rights in a screenplay. Because Jones fails to
`
`demonstrate that Brioche and Mayo’s removal rationale lacked an objectively
`
`12
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`USDC IN/ND case 3:17-cv-00829-PPS-MGG document 21 filed 05/24/18 page 13 of 13
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`reasonable basis or that other unusual circumstances exist to support an award of
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`attorney’s fees under §1447(c), the request for fees will be denied.
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`ACCORDINGLY:
`
`Plaintiff William Jones’ motion to remand [DE 14] is GRANTED IN PART, as to
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`remand of the case to state court. The motion is DENIED IN PART, as to the request for
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`an award of attorney’s fees pursuant to 28 U.S.C. §1447(c).
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`This action is REMANDED to the St. Joseph County Circuit Court.
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`SO ORDERED.
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`ENTERED: May 24, 2018.
`
`/s/ Philip P. Simon
`PHILIP P. SIMON, JUDGE
`UNITED STATES DISTRICT COURT
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`13
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