National Music Museum: America's Shrine to Music v. Johnson
169 F. Supp. 3d 922
D.S.D.2016Background
- The dispute concerns a Martin D-35 guitar once owned by Elvis Presley that passed from a fan to Robert Johnson (collector), and later became the subject of competing ownership claims by National Music Museum (NMM) and Larry Moss.
- Moss contracted with Johnson on February 12, 2008 to buy four guitars (including the Elvis guitar) for $120,000, with $70,000 paid up front and the remaining $50,000 due upon delivery by April 12, 2009; the Elvis guitar remained on display at the Rock ’n’ Soul Museum but Johnson removed it in November 2008.
- Johnson later offered the guitar for auction, and in 2012 negotiated with NMM: NMM paid $250,000 for another guitar and Johnson agreed to donate several instruments, including the Elvis guitar, conditioned on authentication; Johnson delivered the Elvis guitar to NMM in February 2013.
- Moss obtained a Tennessee judgment in earlier proceedings finding Moss held title as of the 2008 contract date; NMM was not a party to that litigation and only learned of Moss’s claim in December 2013.
- NMM filed for declaratory judgment in state court (2014) that it is the legal owner; Moss removed to federal court. Both parties moved for summary judgment; the court denied both motions because material factual disputes remain.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Tennessee judgment binds NMM (full faith & credit, res judicata, collateral estoppel) | NMM: not bound because NMM was not a party or in privity and lacked a full and fair opportunity to litigate | Moss: Tennessee judgment already decided Moss acquired title as of contracting | Court: Judgment does not bind NMM; res judicata and collateral estoppel do not apply because NMM was not in privity and lacked a full and fair opportunity to litigate |
| Whether title to the guitar passed to Moss at contracting or upon delivery | NMM: title did not pass because delivery was to be physical and Moss never took possession | Moss: title passed at contract formation (delivery without moving goods / guitar to remain on display) | Court: Ambiguity exists about the meaning of "deliver" and disputed facts about delivery method; summary judgment denied |
| Whether NMM is a buyer in the ordinary course of business | NMM: transaction (sale + donation) viewed as packaged; NMM acted as buyer for all instruments after authentication | Moss: NMM is not a buyer because the guitar was donated; even if buyer, Johnson was not entrusted and NMM lacked good faith | Court: Disputed whether NMM is a buyer, whether entrustment occurred, and whether NMM acted in good faith; summary judgment denied |
| Whether parol evidence may resolve contract ambiguity | NMM: parol evidence permissible to explain ambiguous term "deliver" | Moss: relies on plain contract meaning that title passed at contracting | Court: Term "deliver" is ambiguous under applicable law; parol evidence may be considered; factual issues remain |
Key Cases Cited
- Baker by Thomas v. General Motors Corp., 522 U.S. 222 (recognition of state judgments under Full Faith and Credit)
- Hooker v. Haslam, 393 S.W.3d 156 (Tenn. 2012) (Tennessee applies the transactional test for claim preclusion)
- Mullins v. State, 294 S.W.3d 529 (Tenn. 2009) (collateral estoppel requires a full and fair opportunity to litigate)
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden-shifting principles)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (standard for genuine issue of material fact)