The Docket - Case No. 7
One piano arrangement, $14 million, eighty years of royalties
Warner/Chappell collected decades of fees for the world's most famous birthday song. The court held the rights to the lyrics were never acquired.
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September 22, 2015, downtown Los Angeles. Chief Judge George H. King issues a 43-page order about the world's most sung song.
Warner/Chappell Music told the world it owned "Happy Birthday to You," and collected fees on its use. The order says it owned no such thing. Its claim traced back to a 1935 copyright registration, E51990, for an arrangement 'as easy piano solo, with text' that included the familiar lyrics.
A piano arrangement with text. That registration is the entire foundation of eighty years of royalties — and Warner's claim failed not because the registration was notes-only, but because Summy Co. never acquired the lyrics, so the registration could convey no rights Summy never owned.
What the papers say
Rupa Marya, Robert Siegel, Good Morning to You Productions Corp. (Jennifer Nelson), and Majar Productions LLC sued for the class; the defendants were Warner/Chappell Music, Inc. and Summy-Birchard, Inc. Seven claims: declaratory judgment, declaratory and injunctive relief and damages, California unfair competition, breach of contract, money had and received, rescission, and false advertising.
The chain of title, from the 43-page order: before 1893, Mildred Hill and her sister Patty wrote "Good Morning to All," the same melody as "Happy Birthday" with different words. The sisters assigned their rights to Clayton F. Summy in 1893; that copyright expired in 1949 after two 28-year terms under the 1909 Act. In 1935, the Clayton F. Summy Company registered two works called "Happy Birthday to You," E51990 and E51988. Warner/Chappell, the successor, staked its whole claim on E51990.
The record's best detail: no contract from 1935 or earlier gave Summy Co. the lyrics. The agreement Warner/Chappell pointed to survived only in the pleadings of a 1942 lawsuit, where both sides described it as covering "piano arrangements." The briefing ran to more than 125 exhibits and more than 300 statements of uncontroverted fact. Then the court ruled.
The money
No verdict. One week before a December 15, 2015 bench trial, the parties reported a settlement in principle; final judgment came June 30, 2016.
The fund: $14 million gross, paid by the defendants. Attorneys' fees and costs, incentive awards of $10,000 to $15,000 each to the named plaintiffs, and administration costs came out of it; only the net fund paid authorized claims. Reversionary: whatever remained went back to the defendants.
Class counsel estimated class members had paid approximately $11 million in the later period and approximately $35 to $40 million in the earlier one, back to September 3, 1949 — estimates based on informal defendant data and counsel's investigation, not adjudicated totals. Class counsel planned to seek $4.62 million in fees, 33 percent of the fund. Claims for payments on or after June 13, 2009 (Period One) would be paid in full, subject to an aggregate $6.25 million cap — above which payments went pro rata; earlier claims (Period Two) were paid at 15 percent for time-bar risk, subject to pro-rata reduction (per Dkt 313).
The plaintiffs' expert valued the copyright, had it covered words and music, at $14 million to $16.5 million.
The ruling
The court's words, not mine: "Obviously, pianos do not sing. Thus, it is not logical to infer that rights to 'piano arrangements' would include rights to any lyrics or words as well."
Translation: the Hill sisters gave Summy Co. the melody and the piano arrangements built on it, never the words. The conclusion: "Because Summy Co. never acquired the rights to the Happy Birthday lyrics, Defendants, as Summy Co.'s purported successors-in-interest, do not own a valid copyright in the Happy Birthday lyrics." Defendants' motion denied, plaintiffs' motion granted.
The settlement did what the order could not: the defendants and intervenors agreed to stop collecting fees, designed to produce a judicial declaration that the song belongs to the public and end "more than 80 years of uncertainty."
The risk ledger
June 2013 to June 2016. Three years. Wolf Haldenstein Adler Freeman & Herz for the class, Warner/Chappell's defense team on the other side. Thousands of pages of documents, depositions, an expert report, two hearings, supplemental briefing, an intervention by two outside claimants, and mediation.
Warner/Chappell never lost at trial. It settled after the order held its E51990 registration could not convey lyric rights Summy Co. never acquired. Winning the motion did not end the case; settling it did.
The meter runs whether you win or lose. Sit with that.
The coverage lens
This is the class of dispute media liability coverage is built to address: a challenge to who owns the rights in a creative work, fought for years before anyone knows the answer. The certain bill is the defense bill, and it arrives years before the outcome.
No promises here. Whether any particular claim would be covered depends on the policy as issued, its terms, conditions, limitations, and exclusions, and the facts of the claim. But the category exists because of cases like this.
Sources
- Memorandum and Order re Cross-Motions for Summary Judgment, Dkt. 244, September 22, 2015 (the order holding defendants never acquired a copyright in the lyrics): glogged.glennf.com
- Plaintiffs' Motion for Preliminary Approval of Proposed Class Action Settlement, Dkt. 301, February 8, 2016 (settlement terms, fees, and payment figures): cases.justia.com
- Settlement Agreement, Dkt. 302: cases.justia.com
- Revised order re settlement, Dkt. 313 (Period One $6.25 million cap and Period Two pro-rata mechanics): cases.justia.com
Legal disclosure
SongSure LLC is an insurance agency. This article is for general information and education only. It is not legal advice, not insurance advice, and not an offer, quote, or promise of coverage. Case summaries are based on publicly available court records and are simplified; they may omit details. Any coverage would be subject to underwriting review, carrier approval, and the terms, conditions, limitations, and exclusions of the policy as issued. Past case outcomes do not predict future results or coverage decisions. SongSure is in pre-launch and is not currently writing coverage. Consult a licensed attorney for legal questions and a licensed insurance producer for coverage questions.