CORNELIA G. KENNEDY, Circuit Judge.
Plaintiff Mark Christopher "Chris" Sevier authored a song entitled "Better." Defendant Shanna Crooks recorded the song and, because they were pleased with the results, they co-authored and recorded a second song, "Watching Me Leave." Their relationship then collapsed, Crooks signed as a recording artist with unrelated recording and management companies, and various accusations and altercations followed, precipitating this action. Sevier and his recording company, Severe Records, LLC (collectively, "Plaintiffs") filed suit, alleging what Sevier characterized as a "novel" claim of copyright infringement against Crooks and others for preventing Plaintiffs from commercially exploiting the two songs through threats contained in cease-and-desist letters and requests to music retailers that the songs not be offered for sale. Plaintiffs also sought a declaratory judgment regarding the authorship of the songs and ownership of the copyrights to the two songs. The district court dismissed the amended complaint for failing to state a claim of copyright infringement and declined to consider Plaintiffs' pendent state law claims or issue a declaratory judgment. For the reasons that follow, we
Sevier, in addition to being a licensed attorney
In 2002, Sevier authored the music and lyrics for "Better," recorded the song, and began pitching the song to recording artists.
Crooks and Sevier were pleased with the response they received to their recording of "Better," and decided to record another song together. This time, they opted to write and record a new song because Sevier was better acquainted with Crooks's vocal talents. So, in Spring 2005, Sevier authored the music for "Watching Me Leave" and he and Crooks coauthored the song's lyrics. They then made a sound recording of the composition.
Crooks included the recordings of "Better" and "Watching Me Leave" on a compilation she shopped to third-party record companies. Sevier alleges that this helped her secure a publishing and management deal with defendants John Rich and/or Richafella Music Publishing and/or Godfather Music, and also a management deal with defendant Muzik Mafia, LLC (all collectively with Crooks, "Defendants"). In signing with these entities, Crooks assigned her copyright ownership in her songs, purportedly including "Better" and "Watching Me Leave," to Rich and/or his publishing company.
Severe Records also sought to profit from the two songs during the Spring of 2005 by commercially releasing them through retailer CD Baby's online store and by having the songs digitally distributed to third-party digital music stores. Sevier informed Crooks of the release and told her that he would account to her for prorated portions of any sales.
Then the parties' relationship collapsed.
On October 22, 2005, Rich sent an email to members of Muzik Mafia
Several months later, on May 4, 2006, Rich emailed Sevier, informing Sevier that he would not grant Sevier a licence to sell or distribute any of Crooks's music. Sevier responded that he was a co-author of the songs in question and could exploit them for commercial use as a co-owner. He also referred to Crooks's contributions
In May 2006, Sevier recorded a certificate of registration for "Better" and "Watching Me Leave" with the United States Copyright Office. Sevier listed himself and Crooks as the co-authors of the songs. He noted that he was the "co-owner of the sound recording, music, words, art work compilation" and that Crooks was the "co-owner of the sound recording, & works."
Near the end of August 2006, an agent of Muzik Mafia called CD Baby on behalf of Rich, Muzik Mafia, and Crooks and demanded that the store permanently remove and disable access to Crooks's works that Sevier had licensed to CD Baby for commercial exploitation, asserting that Plaintiffs had acted illegally and that use of the works was not authorized by the actual owners. CD Baby officials contacted Sevier and determined that Plaintiffs' use of the works was legitimate and Muzik Mafia's assertions were without merit. Though CD Baby ultimately elected not to remove the challenged works from their stores, for a period of time, the songs were unavailable for purchase.
On September 12, 2006, Sevier, after hearing from several of his current and prospective artists that Crooks was talking about him, contacted Crooks and demanded that she stop defaming him, stating that he "did not believe in her as an artist anymore as a result of her self-entitlement/narcissistic syndrome" and that any license he had orally extended to her was revoked. Crooks responded the next day that she would not be his friend, thought he was a good songwriter, but that he was "poison in this industry." In a separate message, she wrote that Sevier was "developing quite a reputation in this town" after speaking to someone else in the Nashville music industry.
Also in September 2006, Sevier made several attempts to account to Rich's accountant for proceeds owed to Crooks from his exploitation of the two songs. In November 2006, when Sevier met with Rich's accountant, the accountant told Sevier that if Plaintiffs did not conform to Defendants' wishes, they would see to it that "music industry members would not work with Plaintiffs."
On October 2, 2006, a Muzik Mafia agent emailed Plaintiffs asking if they had "any concerns." Sevier responded by email that same day, warning the agent that he was "either the sole author or a co-author of the copyrights vested in either or both song recordings or underlying compositions," and that he had registered his ownership interests in the songs with the copyright office. He further threatened legal action if Muzik Mafia infringed on Severe Records's property rights. Finally, Sevier accused Muzik Mafia of "attempting to prevent [Plaintiffs] from exploiting [their] right of distribution under [17 U.S.C. § ] 106 . . . [and of] initiating schemes and activities to have my co-authored worked
On April 26, 2007, Muzik Mafia's attorney again sent Sevier a cease-and-desist letter, alleging that Sevier was distributing "bootleg" compact discs and unauthorized digital downloads of performances by Crooks through the internet. The letter listed the penalties associated with willful copyright infringement and also accused Plaintiffs of engaging in false endorsement under the Lanham Act and of engaging in deceptive business practices under state law.
At some point, Sevier switched from CD Baby to IODA for the digital distribution of music, including the musical works created with Crooks. Licensing agreements between IODA and MySpace.com subsequently created the opportunity for Plaintiffs to place digital stores on MySpace.com websites. On July 11, 2007, Plaintiffs did just that, and placed a digital store on Crooks's MySpace.com website. That same day and in response to the newly appearing digital store, Crooks posted a note on her MySpace.com webpage with the title "WARNING!!! Illegal music being sold on my page." Her post continued:
Through the MySpace.com social network website, this statement was disseminated to approximately 15,000 people. Many comments were posted on Crooks's MySpace.com website disparaging and threatening Sevier. Sevier claims that he lost significant business as the result of Crooks's statements on her MySpace.com webpage.
On August 23, 2007, Sevier emailed Muzik Mafia, Rich, and Crooks, stating:
On August 26, 2007, Rich responded:
On or about June 25, 2008, Crooks contacted digital music stores, including Apple's iTunes Music Store, where the two songs were posted, and alleged that Plaintiffs did not have the rights to offer the songs for sale. The songs were subsequently removed from the iTunes Music Store. IODA then removed the songs from every digital music store to which it had made them available. On December 17, 2008, IODA terminated its distribution agreement with Sevier.
Plaintiffs' initial complaint alleged libel, false light, malicious harassment, intentional infliction of emotional distress, interference with contract, and copyright infringement.
Defendants moved to dismiss the amended complaint, arguing that it failed to state a claim arising under the Copyright Act for two reasons: (1) Plaintiffs
Thereafter, Plaintiffs timely appealed.
On appeal, we review de novo a dismissal for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure. Courie v. Alcoa Wheel & Forged Prods., 577 F.3d 625, 629 (6th Cir. 2009). "[A] civil complaint only survives a motion to dismiss if it `contain[s] sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Id. (quoting Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009)). "We must review the complaint in the light most favorable to Plaintiffs, accept their factual allegations as true, and determine whether Plaintiffs `undoubtedly can prove no set of facts in support of [their] claims that would entitle [them] to relief.'" Perry v. Am. Tobacco Co., 324 F.3d 845, 848 (6th Cir.2003) (quoting Bibbo v. Dean Witter Reynolds, Inc., 151 F.3d 559, 561 (6th Cir.1998)) (alterations in original). "We need not accept as true `legal conclusions or unwarranted factual inferences.'" Id. (quoting Morgan v. Church's Fried Chicken, 829 F.2d 10, 12 (6th Cir.1987)).
Plaintiffs argue that the district court erred in dismissing their claims for two reasons: (1) the amended complaint did state a claim for copyright infringement with respect to "Better" and (2) the amended complaint "stated a federally justiciable claim pursuant to the Declaratory Judgment Act . . . to determine whether Plaintiffs were copyright infringers, as alleged by the Defendants; and to declare that Defendant Crooks was not an `author' of the musical composition `Better', and, therefore, was an infringer." We examine each claim in turn.
The Copyright Act gives copyright owners the exclusive rights to reproduce, prepare derivative works from, distribute, and publicly perform or display a copyrighted work. See 17 U.S.C. § 106. "To the ends of protecting these rights, the Act allows the legal or beneficial owner of an exclusive right under a copyright . . . to institute an action for any infringement of that particular right." Fogerty v. MGM Grp. Holdings Corp., 379 F.3d 348, 352 (6th Cir.2004) (internal quotations and citations omitted).
The district court construed this case as involving two copyrights—one in each song—and concluded that the amended complaint made clear that Sevier and Crooks were co-authors of both songs, so no claim for copyright infringement could be sustained against Crooks as a co-author and the other defendants as her assignees. This was partially incorrect. As Plaintiffs argue, this case actually involves four copyrights: in the sound recording of "Better," in the musical composition of "Better," in the sound recording of "Watching Me Leave," and in the musical
"There are two essential questions at the heart of any copyright infringement action: whether the plaintiff owned the copyrighted work and whether the defendant copied it." Bridgeport Music, Inc. v. UMG Recordings, Inc., 585 F.3d 267, 274 (6th Cir.2009). The bulk of Plaintiffs' argument concerns the first of these prongs: ownership. Though there is conflicting evidence regarding whether Sevier was the sole author or a co-author of "Better," under the liberal standard applied to reviews of complaints when considering motions to dismiss, we accept, arguendo, that Sevier alone authored the musical composition "Better." However, this is a hollow victory for Plaintiffs.
As we have stated repeatedly in prior cases, "[t]o succeed in a copyright infringement action, a plaintiff must establish that he or she owns the copyrighted creation, and that the defendant copied it." Jones v. Blige, 558 F.3d 485, 490 (6th Cir.2009) (quoting Kohus v. Mariol, 328 F.3d 848, 853 (6th Cir.2003)). See also Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340, 361, 111 S.Ct. 1282, 113 L.Ed.2d 358 (1991) (stating that a copyright infringement claim requires proof of valid copyright and proof of copying of original elements of allegedly infringed work); Zomba Enters. v. Panorama Records, Inc., 491 F.3d 574, 581 (6th Cir.2007) ("The elements of a copyright-infringement claim are (1) ownership of the copyright by the plaintiff and (2) copying by the defendant."). The amended complaint does not allege any improper copying. There is no allegation anywhere in the amended complaint that Crooks did anything with the musical composition "Better" other than utilize the sound recording that she and Sevier created and that she was admittedly permitted to use for commercial or non-commercial gain. Indeed, Plaintiffs conceded in paragraph 735 of their amended complaint that "[t]he Defendants did not engage in unauthorized copying, but rather, their actions prevented Plaintiffs from copying." That ends the inquiry; no claim for copyright infringement was properly alleged.
Plaintiffs' allegation that "Crooks attempted to transfer and did transfer an interest in the composition `Better', [sic] which she did not own, to the Rich Defendants" is not the same thing as creating an improper copy of "Better." We read nothing in the plain language of the Copyright Act, 17 U.S.C. § 106, to suggest that such a transfer constitutes copyright infringement. We expressly decline Plaintiffs' invitation to grossly expand copyright infringement causes of action to include any acts that create barriers to a copyright holder's ability to fully exploit that copyright. Copyright protection "has never accorded the copyright owner complete control over all possible uses of his work," Sony Corp. of Am. v. Universal City Studios, Inc., 464 U.S. 417, 432, 104 S.Ct. 774, 78 L.Ed.2d 574 (1984), and copyright infringement is simply the wrong cause of action for Plaintiffs' allegations.
The Declaratory Judgment Act states that "in a case of actual controversy
In their amended complaint, Plaintiffs sought a declaratory judgment "identifying the authors of the sound recordings and underlying compositions for the musical works entitled `Better' and `Watching Me Leave'" as well as a declaration that Crooks was not an author of "Better." These requests were quite plainly made in response to the numerous cease-and-desist letters that Plaintiffs received from Defendants. Those letters accused Plaintiffs of, inter alia, distributing "bootleg," or unauthorized, recordings of Crooks's music. The district court did not explicitly address the allegations of this claim, instead observing that "[f]ederal jurisdiction is inappropriate in a copyright dispute where the primary purpose of the complaint is to secure an interpretation of conflicting assignments and the alleged infringement is prospective under a declaratory relief count or incidental to a claim of ownership." Then, without explaining how this correct statement of the law applied to these allegations, the district court summarily concluded that the declaratory judgment claim does not state a federal claim. Though we recognize that this is a complex issue, we cannot agree. Reading the allegations in the light most favorable to Plaintiffs, we cannot say that the claim's primary purpose is to resolve conflicting contract rights, as opposed to its stated purpose, i.e., to obtain declarations of authorship.
To determine whether the district court erred in determining that no federal jurisdiction existed to provide for adjudication of this claim, we must be clear about the operation of the Declaratory Judgment Act. The Eleventh Circuit clearly explained its operation as follows:
Stuart Weitzman, LLC v. Microcomputer Res., Inc., 542 F.3d 859, 862 (11th Cir. 2008). The questions for us, then, are (1) whether Defendants could have sued Plaintiffs for copyright infringement under the theory that Sevier was not an author or owner of "Better" or "Watching Me Leave" and (2) whether such an action would have arisen under federal law.
The first question is easy; the answer is surely that Defendants could have sued Plaintiffs for copyright infringement. They threatened
Relying on Peay v. Morton, 571 F.Supp. 108, 112-13 (M.D.Tenn.1983), the district court concluded that this cause of action raised a question of state law and did not arise under federal law. This legal precept has support, as the First Circuit explained:
Cambridge Literary Props., Ltd. v. W. Goebel Porzellanfabrik G.m.b.H. & Co. Kg., 510 F.3d 77, 81 (1st Cir.2007). However, a question of authorship, rather than ownership, does arise under the Copyright Act:
Id. Indeed, the Fifth Circuit has remarked that "exclusive federal district court jurisdiction
On its face, Plaintiffs' declaratory judgment claim undeniably seeks a declaration of authorship of sound recordings and musical compositions for two songs. The claim is allegedly brought in reasonable apprehension of litigation, based on numerous communications from Defendants. Indeed, Defendants' numerous cease-and-desist letters, attached to the amended complaint, certainly suggest a dispute over authorship—namely, whether Sevier or Crooks or both authored the songs in question. They charge Sevier with conduct violative of the Copyright Act without acknowledging his asserted authorship of the songs. "[A] determination of copyright ownership based on a disputed allegation of co-authorship presents a federal question that arises under, and must be determined according to, the Copyright Act." Cambridge Literary Props., 510 F.3d at 86; see, e.g., Gaiman, 360 F.3d at 652-53 (holding that a question of ownership based on authorship of comic book characters arose under the Copyright Act).
Defendants now claim that the declaratory judgment action cannot be pursued in federal court because they have never disputed Plaintiffs' allegation that Sevier and Crooks are co-authors of the subject works. We are not persuaded. Every time Defendants sent Plaintiffs a cease-and-desist letter alleging copyright infringement, the underlying rationale was that Plaintiffs lacked ownership of any copyright interest in "Better" and "Watching Me Leave." Indeed, their April 26, 2007 cease-and-desist letter explicitly accused Plaintiffs of copyright infringement for the sale of "bootleg" recordings that were unauthorized by the copyright owners. If, however, Sevier was an author or co-author of the songs, then he was an owner or co-owner, 17 U.S.C. § 201(a), and no claim of infringement could lie against him or his assignee, Severe Records. See Zuill v. Shanahan, 80 F.3d 1366, 1369 (9th Cir.1996). Hence, the letters clearly appear to have been premised on an implied denial of Sevier's authorship or co-authorship.
Admittedly, the cease-and-desist letters assert rights other than copyright interests, but it was the accusations of copyright infringement that provoked the declaratory judgment claim. Neither Defendants nor the district court have identified any supposed contractual dispute that is really at the heart of the declaratory judgment claim. Where Defendants persisted in accusing Sevier of copyright infringement despite his assertions of authorship, they can hardly be heard to complain, "But we didn't really mean it," when they are haled into federal court on a claim for declaration of non-infringement. Consequently, viewing the allegations in the light most favorable to Plaintiffs, we conclude that Defendants' cease-and-desist letters were premised on an authorship dispute; no other explanation seems plausible from the face of the amended complaint. Such an authorship dispute arises under
For the foregoing reasons, we affirm the district court's dismissal of Plaintiffs' copyright infringement claim. We reverse the district court's dismissal of Plaintiffs' declaratory judgment claim and remand to the district court for proceedings consistent with this opinion.
