Case 1:21-cv-07688-PAE Document 31 Filed 05/31/22 Page 1 of 21
`Case 1:21-cv-07688-PAE Document 31 Filed 05/31/22 Page 1 of 21
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`WILLIAM B. CHAMPLIN,
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`Plaintiff,
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`-v-
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`MUSIC SALES CORP. d/b/a WISE MUSIC, and
`WISE MUSIC GROUP LTD.,
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`Defendants.
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`
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`21 Civ, 7688 (PAE)
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`OPINION & ORDER
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`PAUL A. ENGELMAYER,District Judge:
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`Plaintiff William B. Champlin, a songwriter and performer, brings claims of copyright
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`infringement under section 203 of the Copyright Act of 1976 (the “Act’”), 17 U.S.C. § 203, and
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`for conversion under New York law against defendants Music Sales Corp. (“Wise Music”) and
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`Wise Music Group (“WMG”)(together, “defendants”), Champlin claims that defendants
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`wrongfully failed to relinquish to him their ownership interest in “After the Love Has Gone”(the
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`“Song”), a song that Champlin co-authored with non-parties David Foster and Jay Graydon in
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`1978. He claims that defendants have continued to wrongfully collect royalties for his share in
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`the Song’s interest. He claims that defendants were required to relinquish their ownership
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`interests in the Song because, on two occasions, defendants’ rights in the Song were terminated
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`by valid termination notices pursuant to section 203—one executed by Champlin, and another
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`executed by Foster and Graydon.
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`Defendants dispute the legal adequacy of both termination notices. They move now to
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`dismiss Champlin’s amended complaint under Rule 12(b)(6) for failure to state a claim. They
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`also move to dismiss Champlin’s state-law conversion claim as preempted. For the reasonsthat
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`follow, the Court grants in part and denies in part the motion to dismiss.
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`I.
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`Background
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`A.
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`Factual Background!
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`1.
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`The Parties and Other Relevant Entities
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`Plaintiff Champlin, a California resident, is a Grammy Award-winning songwriter and
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`performer. AC J 7. He owns non-party Nightworm Music (“Nightworm”), a music publishing
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`company. Jd. ¥ 28.
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`Defendant Wise Music, a music publisher, is a New York corporation with its principal
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`place of business in New York City. Jd. § 8. Defendant WMG, Wise Music’s parent company,
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`is a limited company headquartered in London, United Kingdom, with United States offices in
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`New York City. Id. 79.
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`Non-parties Bobette Music (“Bobette”), Noted for the Record (“Noted”), New Music Inc.
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`(“New Music”), Charleville Music (“Charleville”), Acme Music (“Acme”), EMI Blackwood
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`Music (“EMI”), and Sony/ATV Music Publishing (“Sony”) are music publishing companies.
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`Each, as discussed below, had some ownership of the Song between 1978 and 2016. fd. {fj 16,
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`18, 20.
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`' This factual account draws from the Amended Complaint. Dkt. 16 (“AC”). See DiFolco v.
`MSNBC Cable LLC, 622 F.3d 104, 111 (2d Cir. 2010) (“In considering a motion to dismiss for
`failure to state a claim pursuant to Rule 12(b)(6), a district court may considerthe facts alleged in
`the complaint, documents attached to the complaint as exhibits, and documents incorporated by
`reference in the complaint.”). For the purpose of resolving the motion to dismiss under Rule
`12(b)(6), the Court presumesall well-pled facts to be true and drawsall reasonable inferences in
`favor ofplaintiff. See Koch v,. Christie's Int’l PLC, 699 F.3d 141, 145 (2d Cir. 2012). The AC
`offers several legal statements and conclusions. See AC ff 11-14, 21, 24. The Court has
`disregarded them. See Ashcroft v. igbal, 556 U.S. 662, 678 (2009).
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`

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`1.
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`1978-2016: The Song, the 1978 Grant, and Later Transfers of Its
`Ownership Interests
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`In 1978, Champlin, Foster, and Graydon co-wrote the song, “After the Love Has Gone”
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`(the “Song”).” Id. 15. The Song’s copyrightis registered with the U.S. Copyright Office. Jd.
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`Asjoint authors under the Copyright Act, each initially heid a one-third interest in the Song. fd.
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`In 1978, to aid the Song’s release by the band Earth, Wind andFire, the authors granted
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`their interests to Bobette, Charleville, and Acme(the “1978 Grant”).
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`id. J 16.
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`Important here, Champlin pleads that the grant of his one-third interest, which was to
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`Bobette, was by him alone, and was independent of the contemporaneous grants by Foster and
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`Graydonoftheir interests to Charleville and Acme. And, he pleads, his interest in the Song
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`thereafter has been transferred separate and apart from the interest traceable to his co-authors.
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`Id. Specifically, Champlin alleges that, pursuant to the 1978 Grant, Champlin transferred his full
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`one-third interest to Bobette, which did not receive any interest in the Song from either Foster or
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`Graydon.
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`Jad. Champlin’s interest later was subdivided and further transferred, such that, as of
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`the date this suit was filed, Champlin’s one-third interest in the Song washeld as follows: Wise
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`Music held 20.67%; Noted held 7.49%; and New Music held another 5.17%.
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`/d. 9] 17-18. And,
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`Champlin alleges, the later ownersofhis interest (Noted, New Music, and Wise Music) never
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`held any interest in the Song other than those traceable to Champlin’s original interest. fd. [9
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`16-18.
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`2 The Song has alternatively been referred to as “After the Love Is Gone.” See, e.g., Dkt. 20-5 at
`1, 4 (termination notices, signed by Foster and Graydon, addressed to EMI and Sony,
`respectively, and identifying Song’s title as “‘After the Love Has Gone,’ (aka, ‘After the Love Is
`Gone’)y”’); Dkt. 20-6 (Champlin’s termination notice to Wise Music, New Music, and Noted;
`same).
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`

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`As to Foster and Graydon’s interests in the Song, these were transferred to Charleville
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`and Acmein the 1978 Grant. Jd. 716.3 Sony, through EMI, later acquired a portion of Foster
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`and Graydon’s interest from Charleville and Acme. Id. { 20. That interest amounted to 45% of
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`the total interest in the Song. fd.
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`2.
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`January 20, 2016: The Foster/Graydon Termination Notices
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`On January 20, 2016, Foster and Graydon timely served a notice of termination, signed
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`by both, on Sony, and another such notice on EMI (the “Foster/Graydon Notices”),
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`fd. | 22; see
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`Dkt. 20-5 at 1, 4 (attaching Foster/Graydon Notices to instant motion to dismiss). The
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`Foster/Graydon Notices specified an effective date of the termination of January 22, 2018. AC 4
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`22. On February 17, 2016, the Foster/Graydon Notices were duly recorded with the Copyright
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`Office. Id. Sony/EMIrelinquished to Foster and Graydon their combined 45% interest in the
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`Song. fd. J 23.
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`3.
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`August 8, 2016: The Champlin Termination Notice and Wise Music’s
`Refusal to Relinquish Its Interest or Royalties to Champlin
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`On August 8, 2016, Champlin timely served on Wise Music, New Music, and Noted a
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`notice of termination (the “Champlin Notice”), which he signed. It directed those entities to
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`relinquish to him his original one-third interest, which he had granted to Bobette and thereafter
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`had made its way to them. Jd. §§ 25-26; see Dkt. 20-6 (attaching Champlin Notice to instant
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`motion to dismiss). The Champlin Notice specified August 15, 2022 as the effective date of the
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`termination. AC | 25. On August 8, 2016, the Champlin Notice was duly recorded with the
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`Copyright Office. Jd New Music and Noted relinquished their ownership interests in the Song
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`3 The AC never explicitly states whether Charleville and Acme each received the interest of one
`and only one of these two authors, or if Charleville and Acme each received some combination
`of Graydon and Foster’s joint interest. This factual issue does not bear on the Court’s analysis
`resolving the instant motion to dismiss.
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`

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`to Champlin. Jd, 27. And New Music senta letter to Wise Music, stating that New Music’s
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`ownership interest in the Song had reverted to Champlin, and directing Wise Music henceforth to
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`forward the royalties collected for New Music’s 5.17% interest to Nightworm, Champlin’s music
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`company. fd. ¥ 28.
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`Wise Music, however, has refused to relinquishits interest in the Song to Champlin—
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`despite “multiple written and oral communications with Champlin’s counsel.” Jd. §j 30. Wise
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`Music continuesto license and collect royalties for both its 20.67% interest and the 5.17%
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`interest relinquished by New Music. Jd. {{j 30-31.
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`B.
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`Procedural Background
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`On September 14, 2021, Champlin filed the original complaint. Dkt. 1. On November
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`23, 2021, he filed the AC. Dkt. 16. On November30, 2021, the parties stipulated to a schedule
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`for defendants to answer or otherwise respond to the AC. Dkt. 18. On December13, 2021,
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`defendants filed a motion to dismiss (“MTD”), and a memorandum of law,an affirmation, and
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`exhibits in support, Dkt. 20, On February 14, 2022, Champlin filed a memorandum of law in
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`opposition. Dkt. 24 (““Opp’n”). On March 7, 2022, defendants replied. Dkt. 28 (“Reply”). On
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`May6, 2022, defendants filed a supplementalletter alerting the Court to the decision in Peretti v.
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`Authentic Brands Grp., LLC, No. 21-2174-cv, 2022 WL 1397767 (2d Cir. May 4, 2022), which
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`defendants contend supports their MTD. Dkt. 29. On May 12, 2022, Champlin filed an
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`opposing letter. Dkt. 30.
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`II.
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`Discussion
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`In moving to dismiss, defendants make separate arguments why the two termination
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`notices—Champlin’s and Foster and Graydon’s—wereineffective as to Wise Music. The
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`Champlin Notice wasineffective, they argue, because the three co-authors’ interests were
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`conveyed in 1978 in a single, indivisible grant, and that under 17 U.S.C. § 203, any subsequent
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`5
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`termination notice, to be effective, required the signatures of a majority of the three co-authors.
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`Champlin countersthat his grant of the ownership rights to Bobette in 1978 was distinct from his
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`co-authors’ grants to Foster and Graydon,such that he retained the authority unilaterally to
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`terminate interests traceable to his original grant to Bobette. The motion to dismiss turns on this
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`central dispute—and whetherit can be resolved on the pleadings. The Foster/Graydon Notice,
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`defendants argue, did not terminate Wise Music’s interest in the Song because that notice was
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`never served on them.
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`For the reasons below, the Court finds that, on the pleadings, the Champlin termination
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`notice cannot be held ineffective as to Wise Music. The Court thus does not have occasion to
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`resolve whether the Foster/Graydon Notices are plausibly pled to have been effective as to Wise
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`Music.
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`The Court further finds that Champlin’s conversion claim understate law is preempted
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`by section 203 as to the 20.67% interest that Wise Music held at the date the Champlin Notice
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`was served, but not as to the 5.17% interest that New Music relinquished to Champlin with
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`respect to which Wise Musicallegedly continued to thereafter collect royalties.
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`A.
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`Applicable Legal Standards on a Motion to Dismiss
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`To survive a motion to dismiss under Rule 12(b)(6), a complaint must plead “enough
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`facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 350 U.S,
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`544, 570 (2007). A claim is facially plausible “whenthe plaintiff pleads factual content that
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`allows the court to draw the reasonable inference that the defendantis liable for the misconduct
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`alleged.” Igbal, 556 U.S. at 678. A complaint is properly dismissed where, as a matter of law,
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`“the allegations in a complaint, howevertrue, could notraise a claim ofentitlementto relief.”
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`Twombly, 550 U.S. at 558. When resolving a motion to dismiss, the Court must assumeali well-
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`pleaded facts to be true, “drawing all reasonable inferences in favorof the plaintiff” Koch, 699
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`6
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`F.3d at 145. That tenet, however, does not apply to legal conclusions. See Igbal, 556 U.S. at
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`678. Pleadingsthat offer only “labels and conclusions”or “a formulaic recitation of the elements
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`of a cause of action will not do.” Twombly, 550 U.S. at 555.
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`“In considering a motionto dismiss for failure to state a claim pursuant to Rule 12(b)(6),
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`a district court may consider .. . documents attached to the complaint as exhibits, and documents
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`incorporated by reference in the complaint.” United States ex rel. Foreman v. AECOM, 19 FAth
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`85, 106 (2d Cir. 2021) (quoting DiFolco, 622 F.3d at 111). “Where a document is not
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`incorporated by reference, the court may never[the]less consider it where the complaint‘relies
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`heavily upon its terms andeffect,’ thereby rendering the document ‘integral’ to the complaint,”
`so long as there exists “no dispute ... regarding the authenticity or accuracy ofthe document”
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`and “there exist no material disputed issues of fact regarding the relevance of the document.” Jd.
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`(quoting Mangiafico v. Blumenthal, 471 F.3d 391, 398 (2d Cir. 2006), DiFolco, 622 F.3d at 111,
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`Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006)) (brackets in AECOM).
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`B.
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`Champlin’s Copyright Act Claims
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`1,
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`The Legal Framework
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`“The authors of a joint work are co[-]owners of copyright in the work.” 17 U.S.C. §
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`201(a). They are to “be treated generally as tenants in common, with each co[-Jowner having an
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`independentright to use or license the use of a work, subject to a duty of accounting to the other
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`co[-Jowners for any profits.” Davis y. Blige, 505 F.3d 90, 98 (2d Cir, 2007) (citation omitted)
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`(alteration in original); accord Thomson v. Larson, 147 F.3d 195, 199 (2d Cir, 1998).
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`Section 203 of the Act governs terminations of copyright grants “executed by the author
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`on or after January 1, 1978.” Baldwin vy. EMI Feist Catalog, Inc., 805 F.3d 18, 32 (2d Cir. 2015)
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`(citing § 203(a)). “In the case of a grant executed by one author, termination of the grant may be
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`effected by that author[.]” 17 U.S.C. § 203(a)(1). “In the case of a grant executed by two or
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`7
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`more authors of a joint work, termination of the grant may be effected by a majority of the
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`authors who executedit[.]” Jd Authors “may effect termination ‘at any time during a period of
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`five years beginning at the end ofthirty-five years from the date of execution of the grant.’”
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`Baldwin, 805 F.3d at 32 (quoting § 203(a)(3)).!
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`“Termination is not automatic.” Waite vy. UMG Recordings, Inc., 450 F. Supp. 3d 430,
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`434 (S.D.N.Y. 2020). It must be effected by a termination notice which (1) “may be served
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`between two andten years before the termination date” and must(2) “state the effective date of
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`the termination”; (3) “be recorded in the Copyright Office ‘as a condition to its taking effect’;
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`and (4) “comply with various other formalities prescribed by regulation” under 37 C.F.R.§
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`201.10. Baldwin, 805 F.3d at 32 (quoting § 203(a)(4)). The regulatory prescriptions relevant
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`here are (1) a clear and unambiguousidentification of “[t]he name of each grantee whose rights
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`are being terminated, or the grantee’s successorintitle, and each address at which service ofthe
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`notice is being made,” 37 C.F.R. § 201.10(b)(2)(ii), and (2) that “[t]he notice of termination shall
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`be served upon each grantee whoserights are being terminated, or the grantee’s successorintitle
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`a” id. § 201.10(d)\(1).°
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`4 “(Tf the grant covers the right of publication of the work, an alternative calculation method
`applies: termination may be effected in the five-year period beginningthirty-five years from the
`date of publication of the work underthe grant or forty years from the date of execution ofthe
`grant, whichever term endsearlier.” Baldwin, 805 F.3d at 32 (cleaned up) (quoting section
`203(a)(3)).
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`5 The remaining regulatory requirements, which the parties agree are satisfied by both the
`Champlin and the Foster/Graydon Notices, are:
`e
`“Ja] statement that the termination is made undersection 203,” 37 C.F.R. §
`201.10(b)(2)(i);
`“[t]he date of execution of the grant being terminated and,if the grant covered the right
`of publication of a work, the date of publication of the work under the grant,” id. §
`201.10(b)(2)Git);
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`«
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`To satisfy the service provisions under section 203, the server(s) of the termination
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`notice(s) need only conduct“a reasonable investigation .
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`.
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`. as to the current ownership of the
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`tights being terminated, and[,] based on suchinvestigation,” serve the grantee “[i}f there is no
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`reason to believe that such rights have beentransferred by the grantee,” or serve the successorin
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`title “[i]f there is reason to believe that such rights have been transferred” to that successor. Id. §
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`201.10(d)(2). Even where a notice is defective, “[hJarmless errors in a notice,” which are such
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`errors that “do[] not materially affect the adequacy ofthe information required to serve the
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`purposes of” section 203, “shall not renderthe notice invalid.” Jd § 201.10(e)(1).
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`2.
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`The Champlin Notice
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`a.
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`Champlin plausibly pleads that he executed a separate grant ofhis
`ownership rights in the Song, terminable by him alone
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`In moving to dismiss, defendants contend that the Champlin Notice is defective as to
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`Wise Music because it was signed by Champlin only. On defendants’ theory, the co-authors’
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`1978 Grant was single andindivisible, requiring the signatures of at least two of the three, on the
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`principle that a termination notice of any co-author’s interest must be signed “by a majority of
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`the authors” as required by section 203(a)(1).° MTDat 14-16; see also Scorpio MusicS.A.v.
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`Willis, 11 Civ. 1557 (BTM) (RBB), 2012 WL 1598043, at *3 (C.D. Cal. May 7, 2012) (holding
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`that § 203(a)(1)’s use of the term “grant”in the singular whenreferring to the termination of
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`copyright interest by authors of a joint work implies that “if two or more joint authors join in a
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`e
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`e
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`«
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`“the title of [each] work [terminated] and ..., in the case of a joint work, the [names of
`the] authors who executed the grant being terminated; and,if possible and practicable,
`the original copyright registration number,” id. § 201.10(b)(2)(iv);
`“fal brief statement reasonably identifying the grant to which the notice of termination
`applies,” id. § 201.10(b)(2)(v); and
`“[t]he effective date of termination,” id. § 201.10(b)(2)(vi).
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`6 Defendants do not argue that the Champlin Notice was otherwise deficient.
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`9
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`grant of their copyright interests, a majority of the authors is necessary to terminate that grant.
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`If, however, a single joint author enters into a grant of his copyrightinterest, that author alone
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`can terminate his grant”).
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`Defendants’ motion turns on a document not attached to the AC, but which they attach to
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`their motion to dismiss. It is a Standard Songwriter Agreement (“SSA”) that indicates it was
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`signed and executed by the three co-authors signed in 1978 and grants their ownership rights in
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`the Song to Bobette, Charleville, and Acme. See Dkt. 20-4. Defendants argue that the SSAis
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`cognizable on the motion to dismiss becauseit is the “1978 Grant”referenced in the AC,orthat,
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`in the alternative, the AC “relies upon [the SSA’s] terms and effect” so as to renderit “integral”
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`to the AC, AECOM, 19 F.4th at 106;see MTD at 8-9; Reply at 3-4; AC ff 16, 24, 26, 33
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`(defining and discussing the “1978 Grant”). The SSA, the defendants argue, treats the three co-
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`authors as a unitary “Composer,” the three recipient music companies as a unitary “Publisher,”
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`and lacks any statement or indication that Champlin was assigning his interest exclusively to
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`Bobette or acting alone in effecting such an assignment. MTD at 14-15. This, according to
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`defendants, defeats the central premise of Champlin’s AC that Champlin executed a grant
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`between himself and Bobette that can be treated as hermetically distinct. And, defendants argue,
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`if Champlin did not separately grant his one-third interest to Bobette, he is powerless, acting
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`alone, to terminate that interest as held by Bobette’s assignees. Such a notice would require the
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`signature at least one other co-author to reach the required majority. fd.
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`Champlin counters that the SSA is not cognizable on the motion to dismiss. That is
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`because, Champlin states, the documentsconstituting the “1978 Grant” were not limited to the
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`SSA. They also included an overarching Co-Administration Agreement (“CAA”) between
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`Bobette, Charleville, and Acmethat incorporates the SSA andallocates the Song’s ownership
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`10
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`interests among them. Opp’n at 6-7; see Dkt. 23-1 (the CAA). In other words,he states, while a
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`document could be cognizable wereit assuredly synonymous with the “1978 Grant,” the AC
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`does not define the “1978 Grant” as coterminous with the SSA,and that grant in fact was
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`accomplished by the CAA and SSA operating in tandem. Underthe circumstances, there is an
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`issue, unresolvable on the pleadings, as to the SSA’s authenticity as the “1978 Grant.” See
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`AECOM, 19 F.4th at 106. Champlin accordingly movesthis Court to either disregard the SSA or
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`to consider the SSA and the CAA together as incorporated into the AC by reference. Opp’n at
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`7-8 & al.
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`Champlin’s methodological critique is persuasive. The term “1978 Grant”is not self-
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`defining. And the AC doesnotdefine it, whether as limited to the SSA, comprised of the SSA
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`and CAA,or otherwise. Indeed, the AC doesnot cite the SSA (or the CAA) by name. Although
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`defendants may provecorrect that the materials constituting and defining the 1978 Grant are
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`limited to the SSA alone, that cannot be determined on the pleadings. Accordingly, the Court
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`has no choice at this stage but to disregard the SSA, as well as the CAA. See, e.g., Bongiornov.
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`Baquet, No. 20 Civ. 7288 (LJL), 2021 WL 4311169, at *12 (S.D.N.Y. Sept. 20, 2021) (finding
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`exhibit non-cognizable on motion to dismiss where plaintiffs declaration created “an issue of
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`fact as to whether[the exhibit] describes the precise terms of the 2009 note [plaintiff]
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`purchased”); Anwar v. Fairfield Greenwich Ltd., 831 F. Supp. 2d 787, 793 (S.D.N.Y. 2011)
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`(“correlation alone” between an extrinsic document and onethat is integral to the complaint “not
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`enoughto render[it] integral to the Complaint”). Discovery will be needed to determine the
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`materials that constituted the 1978 Grant; whether, and in what manner, the SSA was among
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`those materials; and whether the particular document offered by defendants is authentic.
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`1]
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`In resolving the motion to dismiss, the Court is left with considering the AC and the
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`limited materials cognizable on it—the Champlin Notice, and the Foster/Graydon Notices.’
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`Based on that record, and “drawing all reasonable inferences in favorof the plaintiff,” Koch, 699
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`F.3d at 145, Champlin plausibly pleads that he acted alone and executeda distinct grant of his
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`distinct one-third interest to Bobette—and therefore had the legal capacity to singly terminate
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`that grant and its derivatives. The AC pleads that Champlin assignedhis original one-third
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`interest in the Song exclusively to Wise Music’s predecessor-in-interest Bobette, AC {] 16-17,
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`that Bobette “did not receive any other ownership interest under the 1978 Grant,”id. ¢ 16, and
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`that Wise Music’s 20.67% interest in the Song “represent[ed] a portion of Champlin’s original
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`one-third interest,” id. § 17; see also id. ]25. The remainder of Champlin’s interest ended upat
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`Noted (7.49%) and New Music (5.17%). fd. § 18. Indeed, defendants concede that, as pled in
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`the AC, “Wise Music’s rights derive solely from Bobette.” MTD at 5 (citing AC § 17). And the
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`ACclearly pleads that the other interests in the Song, then andlater, existed and were transferred
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`independently of Champlin’s original interest. Cf Scorpio Music, 2012 WL 1598043, at *2, *5
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`(because author had executed a grant separate from co-authors, he alone could terminateit).
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`Because the AC pleads sufficient facts to support that Champlin executed a single and
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`separate grant ofhis interest to Bobette, Champlin, as pled, had the capacity unilaterally to
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`terminate this grant by serving termination notices compliant with section 203 on Bobette’s
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`? The parties agree that these are cognizable, as is correct: The AC incorporates these by its clear
`and repeated references to them. See AC {§ 22-24, 30 (defining and relying on Foster/Graydon
`Notices), 25-28, 30 (defining and relying on Champlin Notice).
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`successors-in-interest. As pled, Champlin did so, by serving the Champlin Notice on Wise
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`Music, which waslegally effective to terminate the Champlin Notice.®
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`b.
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`In the alternative, Champlin plausibly pleads thatfailure to
`include Foster or Graydon as signatories was harmless error
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`As an alternative argument against dismissal, Champlin contendsthat, even if the Court
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`finds that his ownershipinterest in the Song did not “travel an independent path,” the Champlin
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`Notice’s deficiency of not being signed by a majority of the Song’s co-authors was harmless
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`error under 37 C.F.R. § 201.10(e). Although a determination as to harmlessness cannot be made
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`without discovery, the AC indeed pleads sufficient facts to make such a claim plausible,
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`supplying a separate basis not to dismiss.
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`“The harmless error regulation is limited to ‘harmless error in a notice.’””
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`339
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`Yoakam v.
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`Warner Music Grp. Corp., 21 Civ. 1165 (SVW) (MAA), 2021 WL 3774225, at *4 (C.D. Cal.
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`July 12, 2021) (quoting § 201.10(e)) (emphasis in Yoakam). “A termination notice with
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`incorrect information is valid if the errors were made in good faith and ‘without any intention to
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`deceive, mislead or conceal relevant information’ and if the errors are harmless and ‘do not
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`materially affect the adequacy ofthe information required to serve the purposesof [section
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`2031." Waite, 450 F. Supp. 3d at 440 (quoting § 201.10(e)). “[A]n error’s ‘materiality,’ and
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`hence its ‘harmlessness,’ [is] to be viewed through the prism of the information needed to
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`adequately advance the purpose sought bythe statutory termination provisions themselves.” See
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`§ In arguing that Champlin did not execute a single and separate grant, defendants note the
`principle that, “[w]hen a statute speaks with clarity to an issue, as in the case at hand,” a court
`ought not look beyondits text. MTD at 16. That principle is not of consequencehere, as the
`Court, as in Scorpio, has relied on the statutory text for its reading of section 203. For the same
`reason, the Second Circuit’s recent decision in Peretti, in which it relied solely on section 203’s
`text in determining the meaning ofthe statutory term “executed,” doesnot alter the analysis here.
`See No. 21-2174-cv, 2022 WL 1397767, at *6-8 (2d Cir. May 4, 2022).
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`Johansen v. Sony Music Ent. Inc., No. 19 Civ. 1094 (ER), 2020 WL 1529442,at *4 (S.D.N.Y.
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`Mar. 31, 2020) (quoting Siegel v. Warner Bros. Ent. Inc., 690 F, Supp. 2d 1048, 1052 (C.D. Cal.
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`2009) (“Siegel /?”)) (alterations in Johansen).
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`Courts have identified two “competing objective[s]” underlying section 203 ” Siegel I,
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`690 F, Supp. 2d at 1055. On the one hand, the Act seeks to “counterbalance the unequal
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`bargaining position ofartists [seeking to reclaim their copyrights], resulting in part from the
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`‘impossibility of determining a work’s value until it has been exploited.’” Johansen, 2020 WL
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`1529442,at *4 (quoting H.R. Rep. No. 94-1476, at 124 (1976)). On the other, section 203
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`strives “for the existing assignee to receive reasonable notice of what rights of theirs are being
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`affected”in the artist’s exercise of his or her termination right. Siegel If, 690 F. Supp. 2d at
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`1055—56,'° The resulting inquiry into harmlesserror is, unsurprisingly, “fact-intensive,” Siegel
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`y, Warner Bros. Ent. Inc., 658 F. Supp. 2d 1036, 1093 (C.D. Cal. 2009) (“Siegel ?”), rev'd on
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`other grounds, 504 F. App’x 586 (9th Cir. 2013) (summary order), and “case-specific,” Yoakam,
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`2021 WL 3774225, at *7. This inquiry is “broad,” and not limited to mere “scrivener’s error[s],”
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`° Inquiry into the statute’s purpose is appropriate in considering the issue of harmlesserror.
`Section 203(a)(4)(B), in stating that a “[termination] notice shall comply, in form, content, and
`mannerof service, with requirements that the Copyright Office shall prescribe by regulation,”
`incorporates § 201.10(e)(2). Section 201.10(e)(2), in turn, provides nonexclusive examples of a
`harmlesserror, but none are apposite here. Because “[t]hese examples are not meant to be
`exclusive,” Miume v. Sony Music Ent., 408 F. Supp. 3d 471, 476 (S.D.N.Y. 2019) (so concluding
`from a reading of § 201.10(e)(2)), courts have foundit appropriate to look to section 203’s
`purposes in gauging whethererrors in unaddressed contexts are harmless. See, e.g., Waite, 450
`F. Supp. 3d at 440-41; Siegel IZ, 690 F. Supp. 2d at 1055-56, Mtume, 408 F. Supp. 3d at 476-77,
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`© The Copyright Office has described the inquiry framed by these objectives as “attempt[ing] to
`avoid the imposition of costly or burdensome [termination] requirements” while “giving the
`grantee and the public a reasonable opportunity to identify the affected grant and work from the
`information givenin the notice.” Termination of Transfers and Licenses Covering Extended
`Renewal Term, 42 Fed. Reg. 45916, 45918 (Sept. 13, 1977).
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`but it “will [not] forgive every error in a notice or render section 203’s notice requirements a
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`nullity.” Yoakam, 2021 WL 3774225, at *5; see also Siegel I, 658 F. Supp. 2d at 1072.
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`Assuming arguendo that the 1978 Grant was unitary such that the three co-authors
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`together made the grant to Bobette, for the Champlin Notice to be legally compliant, it would
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`have been necessary for Champlin and a co-author to sign. The failure to secure signatures from
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`a majority of the grantors is clearly not a mere “scrivener’s error.” Yoakam, 2021 WL 3774225,
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`at *5. Compare, e.g., Johansen, 2020 WL 1529442,at *5 (separating date of service and
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`termination date by just short of two years in one termination notice harmless error where the
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`concurrently served termination notices did not makethis error), with Siegel I, 658 F. Supp. 2d at
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`1091-92 (omissionsof particular works in long list of terminable works not a serivener’s error,
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`but harmless because termination notice comported with section 203’s underlying goals); see
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`also Waite, 450 F. Supp. 3d at 440 (same for omission of grant’s execution date); Mtume, 408 F.
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`Supp. 3d at 476-77 (samefor incorrect grant execution date). The issue then is whether, on the
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`pleadings, finding the error in the Champlin Notice harmless would reasonably accommodate
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`section 203’s twin goals, and whether it is reasonable to infer that Champlin’s error was made in
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`goodfaith.
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`Asto affording Wise Music “reasonable notice of what rights of theirs are being
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`affected,” Siegel IT, 690 F. Supp. 2d at 1055-56, the Champlin Notice was not served in a
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`vacuum. By the time Champlin served that termination notice on Wise Music on August8,
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`2016, AC { 25, the Foster/Graydon Notices—terminationnotices that listed the three original
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`authors, the Song’s title, and its Copyright Registration number—had been recorded with the
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`Copyright Office, id 4] 22 (Foster/Graydon Notices recorded on February 17, 2016). Wise Music
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`could thus have easily ascertained that the other co-authors also intended to terminate the 1978
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`Gr