96 F. Supp. 3d 81
S.D.N.Y.2015Background
- Plaintiffs are seven professional photographers who allege they licensed NFL images through Getty and AP, with disputes over compensation and licensing rights.
- Getty and AP entered exclusive licensing arrangements for NFL and NFL Club photographs, while NFLP/NFL Clubs retained rights to determine licensing terms and routes.
- Getty Contributor Agreements granted Getty broad rights to license both NFL-contracted and contributor photographs, with arbitration provisions in §9.5 and related terms.
- AP Contributor Agreements granted AP broad, perpetual licenses to use and sublicense Plaintiffs’ photos, including to NFL Entities, with royalties tied to event photo sales.
- NFLP/Replay/Replay Agreement involve the NFL Photo Store and alleged unauthorized uses of Plaintiffs’ images, prompting copyright and antitrust claims.
- Plaintiffs asserted seven counts, including Sherman Act antitrust claims, copyright infringement, vicarious/contributory infringement, breach of contract, breach of fiduciary duties, and unjust enrichment; the court granted motions to dismiss and compelled arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Arbitrability of Getty claims | Plaintiffs contest arbitration and seek to avoid arbitration on Getty claims. | Arbitration clauses are valid and broad, covering disputes arising out of Getty Contributor Agreements. | Arbitration clauses are enforceable; Getty claims compelled to arbitration. |
| Antitrust standing of plaintiffs | Plaintiffs have standing as efficient enforcers and claim injury from market-wide conduct. | Plaintiffs lack antitrust standing; injuries are indirect and not market-wide. | Antitrust claims dismissed for lack of antitrust standing. |
| Copyright infringement claims against AP/NFL | AP/NFL used plaintiffs’ photos without proper licenses or royalties. | Licenses granted by AP Contributor Agreements and NFL-related licenses authorize uses; royalties are a contract issue, not infringement. | Counts II–IV dismissed as to AP and NFL Defendants for lack of viable direct infringement under licensed uses. |
| Breach of contract and fiduciary duties | AP breached contributor agreements by mismanaging licenses and royalties; fiduciary duties owed due to agency-like conduct. | No contract breach or fiduciary duty; agreements disclaim agency and authorize sublicensing; no independent fiduciary relationship. | Counts V and VI dismissed; no viable breach of contract or fiduciary duty claim. |
| Unjust enrichment and preemption | AP/NFL defendants unjustly enriched by uses without compensation. | Contract governs use; preemption under the Copyright Act bars state-law unjust enrichment claim. | Count VII dismissed; preempted by Copyright Act and contract preemption. |
Key Cases Cited
- Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (Supreme Court 2006) (arbitration clause validity generally a question for arbitrator)
- Ashcroft v. Iqbal, 556 U.S. 662 (Supreme Court 2009) (pleading plausibility standard)
- Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (Supreme Court 1985) (two-step test for arbitrability of statutory claims)
- JLM Indus., Inc. v. Stolt-Nielsen SA, 387 F.3d 163 (2d Cir. 2004) (broad arbitration clauses presumptively cover disputes arising out of or relating to the contract)
- Kamakazi Music Corp. v. Robbins Music Corp., 684 F.2d 228 (2d Cir. 1982) (arbitration clause covering copyright claims if arising out of contract)