Pandora Media, Inc. v. American Society of Composers, Authors & Publisher, 785 F.3d 73

ASCAP is a performing-rights organization governed by a judicially-administered consent decree (AFJ2) requiring ASCAP to grant non-exclusive public-performance licenses covering its entire repertory to any requesting music user and retaining rate-setting jurisdiction in the Southern District of New York.
AFJ2 defines "ASCAP repertory" as works for which ASCAP has the right to license public performance at the relevant time and requires ASCAP to offer blanket licenses covering all works in that repertory.
Around 2010–2013 several large publishers (EMI, Sony, Universal) instructed ASCAP to accept partial withdrawals permitting the publishers to license new-media (e.g., Pandora) rights directly while leaving other ASCAP licensing intact; ASCAP revised its internal rules accordingly.
Pandora sought a new ASCAP license for 1/1/2011–12/31/2015 and, before some direct licenses were finalized, filed a rate-court petition in Nov 2012; Pandora moved for summary judgment that the consent decree bars such partial withdrawals.
The district court granted Pandora summary judgment (Sept. 17, 2013) that the decree unambiguously precludes partial withdrawals, and after a bench trial set the Pandora–ASCAP rate at 1.85% of revenue for 2011–2015 (Mar. 2014).
ASCAP and intervening publishers appealed both rulings; the Second Circuit affirmed both the summary-judgment and the rate-setting decisions.

Issue	Plaintiff's Argument (Pandora)	Defendant's Argument (ASCAP/publishers)	Held
Whether AFJ2 permits publishers to partially withdraw only new-media public-performance rights from ASCAP	The decree’s plain language requires ASCAP to license its entire repertory to any eligible user; partial withdrawals are inconsistent with that blanket obligation	Publishers argued AFJ2 allows withdrawal of specific subsets of public-performance rights so they may license new-media rights directly	The decree unambiguously precludes partial withdrawals; affirming summary judgment for Pandora
Whether 1.85% of revenue is a reasonable rate for the Pandora–ASCAP license (2011–2015)	A 1.70% rate preferred by Pandora; argued lower benchmark evidence supports a uniform lower rate	ASCAP proposed higher, escalating rates (1.85%, 2.50%, 3.00%); argued district erred in applying single rate across term	1.85% was reasonable for entire term; factual findings not clearly erroneous and legal approach sound; affirming rate determination
Whether district abused discretion by denying further discovery into recent Pandora licenses proffered by ASCAP	Additional discovery was necessary to evaluate reliability of other Pandora licenses as benchmarks	District court found such evidence required contextual proof and denied delay for discovery	No abuse of discretion; refusal to delay trial and exclude those benchmarks was within discretion

ASCAP v. MobiTV, 681 F.3d 76 (2d Cir. 2012) (background on ASCAP and consent-decree oversight)
Aulicino v. N.Y.C. Dep’t of Homeless Servs., 580 F.3d 73 (2d Cir. 2009) (standard of review for summary judgment)
E.E.O.C. v. Local 40, Int’l Ass’n of Bridge, Structural & Ornamental Iron Workers, 76 F.3d 76 (2d Cir. 1996) (consent-decree interpretation reviewed de novo)
Broad. Music, Inc. v. DMX Inc., 683 F.3d 32 (2d Cir. 2012) (standard for reviewing rate determinations)
United States v. Broad. Music, Inc., 426 F.3d 91 (2d Cir. 2005) (requirement to assess substantive and procedural reasonableness of rates)
ASCAP v. Showtime/The Movie Channel, Inc., 912 F.2d 563 (2d Cir. 1990) (deference to factfindings in rate-setting when supported by record)
Perez v. Danbury Hosp., 347 F.3d 419 (2d Cir. 2003) (court may not rewrite terms of a consent decree)
Goetz v. Crosson, 41 F.3d 800 (2d Cir. 1994) (discovery rulings reviewed for abuse of discretion)