Great Minds v. Office Depot, Inc., 945 F.3d 1106

Great Minds, a nonprofit, created the Eureka Math curriculum and publishes it commercially in print while making digital files available free under the Creative Commons Attribution‑NonCommercial‑ShareAlike 4.0 license (CC BY‑NC‑SA 4.0).
The License permits reproduction and sharing for "NonCommercial" purposes, reserves Great Minds’ right to collect royalties for commercial uses, and provides that license rights terminate on noncompliance.
Office Depot, a for‑profit copy service, charged schools/districts fees to make copies of Eureka Math at the schools’ direction; it previously had a royalty agreement with Great Minds but ended it after a related FedEx decision.
Great Minds sued Office Depot for copyright infringement (and breach of contract), alleging Office Depot became a licensee or otherwise infringed by making copies for profit on behalf of school licensees.
The district court dismissed the copyright claim under Rule 12(b)(6) without leave to amend; the Ninth Circuit affirmed, holding that a licensee’s hiring of a third‑party copy service to reproduce licensed material for the licensee’s permitted noncommercial use does not convert the third party into a licensee or make it liable for infringement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a third‑party commercial copy service becomes a licensee under CC BY‑NC‑SA 4.0 when it reproduces licensed material at the direction of a noncommercial licensee	Great Minds: Office Depot is a "downstream recipient" that automatically receives and accepts the License when it copies, so it became a licensee bound by the License and impermissibly made commercial uses	Office Depot: It acted as an agent/contractor of school licensees; schools’ license covers reproductions they direct, so Office Depot is sheltered and not independently licensed or infringing	The court: Hiring a third‑party to implement a licensee’s permitted uses does not convert the third party into a licensee; Office Depot was not liable for infringement
Whether dismissal without leave to amend was improper because extrinsic evidence could show the License is ambiguous	Great Minds: Extrinsic evidence could show the License is reasonably susceptible to its interpretation	Office Depot: The License is a legal question of contract interpretation; amendment would be futile	The court: District court did not abuse discretion—Great Minds pleaded no relevant extrinsic evidence in its complaint and amendment would be futile

Great Minds v. FedEx Office and Print Servs., Inc., 886 F.3d 91 (2d Cir. 2018) (third‑party copy shops acting at licensees’ direction do not become independent licensees)
Feist Publ’ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340 (1991) (elements required for copyright infringement)
S.O.S., Inc. v. Payday, Inc., 886 F.2d 1081 (9th Cir. 1989) (scope of a copyright license governs infringement analysis)
Automation by Design, Inc. v. Raybestos Prods. Co., 463 F.3d 749 (7th Cir. 2006) (third‑party contractor sheltered under licensee’s rights)
Storage Tech. Corp. v. Custom Hardware Eng’g & Consulting, Inc., 421 F.3d 1307 (Fed. Cir. 2005) (independent contractor copying for customer‑licensee not liable)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading standard for plausibility)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading must state a plausible claim)