Taylor v Rive Droit Music Ltd
Reference:  EWCA Civ 1300;  EMLR 52
Court: Court of Appeal
Judge: Chadwick, Latham, and Neuberger LJJ
Date of judgment: 4 Nov 2005
Summary: Music law - Contract - Music publishing agreement - Contradictory and inconsistent terms - Duration of agreement - Infringement - Meaning of 'composition' - Implied terms - Positive and negative obligations - Unlawful interference with goods - Allegations of dishonesty
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Instructing Solicitors: Davenport Lyons for the appellant; Forbes Anderson for the respondent
C, a record producer and songwriter, and D, a music production company, entered into two agreements, a production agreement and a publishing agreement. The publishing agreement contained a clause that specified a two-year term (the term clause), but it also included a clause dealing with advance payments, which made reference to a three-year term. C treated the agreement as at an end after two years. D viewed the agreement as continuing for three years and asserted ownership of the copyright in the musical works composed by C in the third year. These included two songs recorded by Enrique Inglesias that C had adapted from the works of another songwriter, who had an agreement that the copyright in his “compositions” belonged to D. D also claimed for unlawful interference with certain of its computer files.
Lewison J found that the publishing agreement was for a term of two years and that C was therefore under no obligation to deliver to D any composition (as defined) written in whole or in part by him after the end of the second year. However, D’s claim in respect of infringement of copyright in the two Enrique Iglesias songs, as they existed at the end of the second year, succeeded, although the Judge declined to grant an injunction. Further, C was in breach of an implied term not do anything to prevent D from securing any projects that he had agreed to work on for them, and was liable for unlawful interference with goods for deleting computer files and removing back-up files from D’s premises..
D appealed as to the term of the contract and the finding as to an injunction. C cross-appealed the findings on infringement, primarily on the basis that copyright did not vest in D until the completed composition had been delivered, implied term and interference with goods.
(1) Whether the term of the publishing agreement had been two or three years;
(2) Whether C had infringed D’s copyright in the two songs he had adapted in the third year;
(3) If so, whether D was entitled to an injunction to restrain further breaches of copyright;
(4) Whether D should have succeeded in its claim for interference with goods in relation to alleged deletion of computer records by C and removal of back-up copies from D’s premises; and
(5) Whether C was in breach of an implied term not to do anything to prevent D obtaining projects or contracts that he had agreed to undertake.
Dismissing D’s appeal and allowing C’s cross-appeal:
(1) (Chadwick LJ dissenting) The term clause clearly setting out a term prevailed over the advance payments clause. Moreover by reference to the previous agreement, it was clear that the 1998 agreement was based on a standard form.
(2) (Chadwick LJ dissenting) Although unfinished musical works can be the subject of copyright once fixed, the proper construction of the the term “composition” in this agreement was to completed compositions and not to unfinished works. Therefore the unfinished works had not been assigned to D and C had not infringed them.
(3) D was not entitled to an injunction. D’s purpose was not to prevent exploitation of the works but rather to obtain a publishing credit. The Judge had not been wrong to find that an injunction would serve no proper purpose.
(4) D should not have succeeded on its unlawful interference claim. D’s allegations carried a strong implication of dishonesty which should have been expressly pleaded and put to C, which it was not. C’s appeal against this finding was therefore allowed.
(5) C had not acted to prevent D from securing a contract so the finding that he had breached the implied term was wrong. The Judge had been right to limit the implied term to an obligation forbidding positive acts rather than forbidding negative acts, as a person would be unlikely to agree to such a potentially onerous term, and because it was the minimum necessary term to imply in the interests of business efficacy and clarity.
These proceedings highlight the need for well-drafted contracts, as they demonstrate the problems that can arise where terms are unclear and contradictory. On the issue of the meaning of ‘composition’ Neuberger and Latham LJJ expressed their concerns about an interpretation that would result in the the monopolisation of all of the creative or artistic output of a contracted individual.