8/10/2019 Tita Cahn Trust v. Warner Chappell - Let it Snow
Royalties.pdf
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PlaintiffTita Cahn
Trust,
d/b/a Cahn
Music
( Plaintiff'), alleges against Defendants WB
Music
Corp. ( WB Music ), Warner/Chappell
Music,
Inc. ( Wamer/ChappeH ),
and
DOES
1
through 10, inclusive, (collectively, Defendants ) as
follows:
NATURE OF THE ACT ION
1.
Plaintiff
is the
successor-in-interest
to
the
iconic
songwriter
Sammy Cahn,
including to all ofhis
rights
to hundreds oftimeless musical compositions written by Mr.
Cahn
during
his legendary
career.
Included among those compositions
is
the
evergreen Christmas
classic
Let It Snow, Let It
Snow,
Let It Snow (hereafter Let It Snow ), written and composed
byMr. CahnwithJule
Styne.
2.
For
decadesbeginning
in
the
1970's
and
continuing uninterrupted through
December 31, 2011,
with the
sole exception being
the
period from January 1, 2002 to December
31,
2004Defendants
have
acted as
the
administrator for
the musical
copyrights
of
Mr.
Cahn. In
that
fiduciary capacity, Defendants
have been
entrusted to preserve, protect and exploit
the Calm
catalog in motion picture, television, phonograph recording
and
other media worldwide for
the
benefit ofPlaintiff and
to
account for such exploitation in a timely and accurate
fashion.
3. This action arises out ofDefendants' breach of fiduciary
duties
owed
to
Plaintiff as
administrator
and trustee of the copyrights ofMr. Cahn and many breaches ofthe
parties' January
2005 agreement (theAdministration Agreement ).
4.
In
August 2011, Defendants advised Plaintiff that the Estate
of
Jule Styne ( Styne
or the Styne Estate ) had conducted an audit ofDefendants
and
made
a claim against
the
musical
composition Let It Snow.
5. Plaintiff
promptly responded to
the
notice
of
claim and, among other things,
requested
necessary
and
appropriate information concerning
the
details
of
the
Styne
claim,
including a
copy
of
the Styne audit report, the
date on
which the audit report was first
submitted
to
Defendants, and
any demand or other correspondence from
the
Styne Estate relating
to its
claim.
Plaintiff
requited this information in order
to
evaluate
and
defend against
the
claim.
6.
Despite
numerous
and
persistent requests from Plaintiff,
Defendants
stonewalled
and
refused to provide
any details
concerning the Styne
claim.
Instead, without
any
justification
200890.6
1
COMPLAINT
8/10/2019 Tita Cahn Trust v. Warner Chappell - Let it Snow
Royalties.pdf
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4.1. Subjectto postTerm collection rightsofDreamWorks Music
PublishingandCherryLaneMusicPublishingCompanypursuant to the
annexed provisions of theprioragreement on Schedule A ,
[Defendants]
will
be entitled to collect (and shall employ best efforts consistent
with our
reasonable
business
judgment to collect) pre-Term earnings in respect of
Existing[Subject Compositions], as wellas all writer/publisher
income
(exceptwater's shareof public performances collected by
societies) generated
by each [Subject Composition] withinthe Territoryduringthe Term
and
collected by usor byoursublicensees during the
Term
or during thePost-
Expiration Collection andSell-OffPeriods, as defined in
paragraph 1.3.
above.
24. Defendants were obligated to
then
calculate, divide, account and pay
gross
receipts
andnet incometo Plaintiff. SeeAdministration Agreement at ^[
4-6.
25. To
ensure
compliance, the Administration Agreement
provided
Plaintiffwithaudit
rights relating to Defendants' accountings:
5.3.1.
You(or a certified
public
accountant on yourbehalf)shall have
the right to
audit
ourbooks
and records
asto each statement fora period of 3
years aftersuch statement is received (or deemed received as
provided below).
Legal action with respect to a
specific accounting statement
orthe
accounting
period to which such statement relates shall be barred if not
commenced in a
court of competentjurisdictionwithin3 years after such
statementis received
(or deemed received as provided below).
26.
The Administration Agreement sets
forth an
explicit procedure for handling
third
party claims:
8.1.1.
Each
party
will
indemnify the
other against
any loss or
damage
(including courtcosts and reasonable attorney's
fees)
due to a breachof this
agreement
by
that party which results
in a
judgment
against the
other party
or
which is settledwith the other party's prior writtenconsent (not
to be
unreasonablywithheld). In addition, your indemnity shall extend
to the
deductible under ourerrors-and-omissions
policy
without
regard
to
judgment or settlement.
8.1.2. Weshall
each give
theother prompt notice ofany third
party
claim which
you
orwe receive in respect of any [Subject Composition] and
we
shall
make a
good
faith effort to consult with you
prior
to
responding
to
such claim. Wewill not incur and charge against your account
more than
3,000 in costsor
fees
in respect of a claim forwhicha complaint has not
been filed
an d
served
on us .
8.1.3.
Eachpartyis entitledto be notified of anyactionagainstthe
otherbrought
with
respect toany [Subject Composition], andto participate in
thedefense thereto, witheachpartyhaving theirown counsel.
However, if
you wish to participate in the defense by counsel other than our
errors and
omissions
counsel,
such participation shall beat
your
solecostand
expense.
Furthermore, in respect of any action alleging thatany
[Subject
Composition]
infringes a thirdparty's rightsor violatesanyapplicable
criminalstatute
including but not limited to such third party's copyright,
trademark,
200890.6 c
COMPLAINT
