104 F. Supp. 3d 104
D. Mass.2015Background
- Father (Andrew Conway) funded daughter Liana Conway’s aspiring music career; defendants Sam Licata ("Stone") and Sybil Hall (and related Stonehall entities) produced recordings, marketed the artist, and received monthly $25,000 invoices paid by Andrew from July 2011–Aug 2012.
- Parties discussed a written "Great Lines" agreement drafted Jan 2012; Hall signed for defendants but neither Andrew nor Liana signed and the LLC was never formed.
- Disputes concern scope/use of the monthly funds (Plaintiffs: funds were for third‑party pass‑throughs only; Defendants: funds covered services plus third parties), alleged failures of financial transparency, payments to defendants, and marketing practices (including purchased social‑media "likes").
- After the relationship ended, Plaintiffs registered copyrights to certain compositions (June 2013); defendants later registered copyrights in sound recordings (Sept 2013). Plaintiffs sued in Massachusetts federal court asserting multiple claims including breach of contract, fraud, breach of fiduciary duty, Chapter 93A, and copyright infringement.
- Cross summary‑judgment motions: Defendants sought judgment on all remaining counts; Plaintiffs sought summary judgment on copyright infringement. The court resolved many legal issues on summary judgment but left numerous factual questions for trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of alleged oral contract for managing/marketing Liana and compensation | Conway: an oral deal and monthly invoices governed that defendants would use funds to pay vendors and not pay themselves except as authorized; later a commission would be agreed when profitable | Defs: terms were unspecified/indefinite; Great Lines writing memorialized the deal; invoices are standalone contracts | Court: Oral agreement is unenforceable as indefinite; no admissible evidence of breach of individual invoices — summary judgment for defendants on breach of contract claim. |
| Fraud / negligent misrepresentation (multiple alleged misstatements/omissions) | Plaintiffs: defendants concealed that they paid themselves from monthly funds, provided false itemizations/invoices, misrepresented funds would be used only for vendor costs, and misrepresented success by purchasing fake social‑media traffic | Defs: no duty to disclose absent fiduciary scope; some invoices are genuine; some alleged statements unsupported | Court: Denied summary judgment on fraud for four discrete theories (non‑disclosure of payments to themselves as to specific invoice entries; two allegedly false itemizations/one forged invoice; statement that funds were for cost retirement; misrepresentations about social‑media increases). Summary judgment allowed where Plaintiffs lacked evidentiary support. |
| Breach of fiduciary duty and Mass. Gen. Laws ch. 93A | Plaintiffs: defendants were entrusted with funds and advice and breached duties by poor accounting, self‑dealing, and inadequate disclosures; unfair/deceptive acts occurred in Massachusetts | Defs: no fiduciary relationship or statutory violation; center‑of‑gravity not Massachusetts; conduct permissible | Court: Issues of fact exist as to whether fiduciary duties arose and whether Chapter 93A applies; summary judgment denied on these claims. |
| Copyright infringement for distribution of compositions | Plaintiffs: Liana authored compositions and defendants distributed phonorecords without mechanical license; any implied license was revoked by lawyer’s August 9, 2013 letter; seek summary judgment for post‑revocation distributions | Defs: Stone co‑owned sound recordings and thus could distribute; implied/express license existed (Great Lines) or mechanical/collecting society covers rights | Court: Defendants’ motion denied (issues of implied license/intent are factual). Plaintiffs’ cross‑motion: denied in part and allowed in part — summary judgment granted as to infringement for distributions after Aug 9, 2013 for three compositions (ownership + revocation shown), but denied as to distributions before that date and denied as to two additional songs raised late. Damages reserved for jury. |
| Privilege and production of documents re: Kevin Mitchell | Plaintiffs: Mitchell acted as agent / intermediary to counsel; communications privileged under intermediary (Kovel) doctrine | Defs: privilege waived because Mitchell is a third party | Court: Plaintiffs failed to show Mitchell was "nearly indispensable" to communications; privilege waived and responsive Mitchell documents must be produced within seven days. |
| Motion to enjoin parallel California action | Defendants: California filing is related and should be enjoined as vexatious | Plaintiffs: filed related action; no evidence of vexatious filing | Court: Denied — no showing of harassing or vexatious conduct; motion to enjoin further filings rendered moot. |
Key Cases Cited
- Barbour v. Dynamics Research Corp., 63 F.3d 32 (1st Cir. 1995) (nonmoving party must set forth specific facts showing a genuine issue for trial)
- Anderson v. Liberty Lobby, 477 U.S. 242 (1986) (summary judgment standard and need for evidence supporting essential elements)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (movant may prevail by showing absence of evidence to support essential element)
- Feist Publ’ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340 (1991) (copyright infringement elements: ownership and copying of original elements)
- I.A.E., Inc. v. Shaver, 74 F.3d 768 (7th Cir. 1996) (license is affirmative defense to infringement)
- Situation Mgmt. Sys., Inc. v. Malouf Inc., 724 N.E.2d 699 (Mass. 2000) (contract requires agreement on material terms and present intent to be bound)
- Newton v. Diamond, 204 F. Supp. 2d 1244 (C.D. Cal. 2002) (distinguishing copyrights in sound recordings and underlying musical compositions)
- Cavallaro v. United States, 284 F.3d 236 (1st Cir. 2002) (Kovel standard for third‑party intermediary to preserve attorney‑client privilege)