Alexander Graham-Sult v. Nicholas Clainos
15-17204
| 9th Cir. | Dec 13, 2017Background
- Plaintiffs Alexander Graham-Sult and David Graham are beneficiaries of Bill Graham’s will and allege certain intellectual and tangible property (poster copyrights, “The Fillmore” trademark, poster sets, and posterbooks) belonged to Graham personally rather than his companies.
- Defendants include Nicholas Clainos (executor of Graham’s estate) and Bill Graham Archives LLC, Norton LLC, and William E. Sagan (the BGA Defendants); district court granted summary judgment for all defendants and awarded attorney’s fees to BGA under the Copyright Act.
- Key factual findings: posters were commissioned and paid for by Graham’s companies, archived and maintained by company resources, and included in a sale of Bill Graham Enterprises (BGE) in which plaintiffs were compensated; plaintiffs received opportunities to inspect/retrieve items and declined or had access.
- Disputed items: posterbooks may have belonged to Graham personally, but plaintiffs produced no evidence of wrongful disposition by Clainos and gave no proof Clainos knew of any personal ownership.
- Procedural posture: Ninth Circuit reviews de novo summary judgment and affirms district court on conversion, breach of fiduciary duty, innocent purchaser defense, and affirmatively awards fees to BGA; also awards fees on appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Conversion of poster copyrights | Posters were Graham’s personal property so heirs can recover copyrights | Posters were works-for-hire or company property; Graham did not pay artists personally | Plaintiffs fail to show ownership/right to possession; conversion claim fails |
| Conversion of "The Fillmore" trademark | Trademark belonged to Graham personally and should pass to heirs | Trademark is inseparable from business goodwill and passed with sale of BGE | Trademark not recoverable by plaintiffs; no damages shown |
| Conversion of poster sets/posterbooks | Sets and books were personal property wrongfully withheld | Companies paid for, maintained, and sold the archives; BGE sale and plaintiffs’ compensation bars claim | Poster sets owned by companies; posterbooks: ownership disputed but no wrongful disposition proved; res judicata bars some claims |
| Breach of fiduciary duty against executor Clainos | Executor breached duty by concealing/disposing of property | Clainos reasonably relied on counsel and lacked notice that items were personal | No genuine dispute Clainos breached duty; summary judgment for Clainos |
| Claims vs. BGA Defendants (conversion, copyright infringement, declaratory relief) | BGA defendants had notice or participation in prior fraudulent transfers | BGA were innocent purchasers for value without notice | BGA were innocent purchasers; summary judgment for BGA |
| Award of attorneys’ fees under Copyright Act | Fees not warranted given plaintiffs’ claims | Prevailing party, plaintiff’s claims objectively unreasonable; statutory factors favor fee award | District court did not abuse discretion; fees awarded to BGA and for appeal |
Key Cases Cited
- Twentieth Century Fox Film Corp. v. Entm’t Distrib., 429 F.3d 869 (9th Cir.) (work-for-hire presumption where party commissions and pays for artistic work)
- E. & J. Gallo Winery v. Gallo Cattle Co., 967 F.2d 1280 (9th Cir.) (trademark rights cannot be transferred apart from associated business goodwill)
- CRS Recovery, Inc. v. Laxton, 600 F.3d 1138 (9th Cir.) (innocent purchaser defense to conversion)
- Perfect 10, Inc. v. Giganews, Inc., 847 F.3d 657 (9th Cir.) (factors for awarding attorney’s fees under the Copyright Act)
- Fantasy, Inc. v. Fogerty, 94 F.3d 553 (9th Cir.) (standard of review for fee awards; discretionary)
- Fremont Indem. Co. v. Fremont Gen. Corp., 55 Cal. Rptr. 3d 621 (Cal. Ct. App.) (elements of conversion under California law)
- Spates v. Dameron Hosp. Assn., 7 Cal. Rptr. 3d 597 (Cal. Ct. App.) (conversion requires wrongful assertion of ownership or prevention of owner’s possession)
- Mosier v. S. Cal. Physicians Ins. Exch., 74 Cal. Rptr. 2d 550 (Cal. Ct. App.) (elements of breach of fiduciary duty under California law)