by withholding royalties. Summary judgement on these breach of contract claims is therefore granted.
Plaintiffs have also alleged that defendant Sunflower, which purchased the rights to certain compositions from plaintiff Gladstone in 1965, owes Gladstone royalties for the exploitation of these compositions. This claim is totally unsupported by the plain terms of the 1965 purchase agreement and is time-barred as well.
Under the 1965 purchase agreement, defendant Sunflower purchased all right, title and interest to the compositions owned by Gladstone. See Defendants' Exhibit M. Paragraph 6 of the contract provides that defendant Sunflower is to receive "all performance monies," "all income from mechanical reproduction", and "all other income from all sources" from the compositions. Id. at P 6. There is no mention of royalty payments to Gladstone whatsoever. Therefore, as a matter of law, defendant Sunflower had no obligation to pay Gladstone any royalties. Moreover, because this claim is essentially a breach of contract claim, the statute of limitations expired in 1971. See N.Y. Civ. Prac. L. & R. § 213(2). Therefore, summary judgment on this claim is also granted.
b. Breach of Fiduciary Duty Claims
Plaintiffs have also alleged that defendants breached their fiduciary duty to Carter Sr. and Bracken by their failure to properly account to the composers, properly credit them for compositions written by them, and pay them royalties. These claims are merely restatements of plaintiffs' breach of contract claims, and are therefore time-barred.
Further, even if they constituted separate claims for relief, summary judgment is appropriate. In the absence of special circumstances, no fiduciary relationship exists between a music publisher and composers as a matter of law. See. e.g., Rodgers v. Roulette Records, Inc., 677 F. Supp. 731, 738-39 (S.D.N.Y. 1988) (finding royalty agreement was solely contractual in nature and created no fiduciary relationship between the parties); Mellencamp v. Riva Music Ltd., 698 F. Supp. 1154, 1159-60 (S.D.N.Y. 1988) (finding as a matter of law that relationship between composer and publisher is governed by contract principles and no fiduciary relationship exists). Because plaintiffs have not alleged any facts which could establish a special relationship between defendants and Carter Sr. and Bracken, summary judgment is granted on these claims.
c. Fraud Claim
Summary judgment is also warranted on plaintiffs' claim that Carter Sr. was fraudulently induced into signing the 1979 Agreement whereby he relinquished all rights to his compositions. This claim is clearly time-barred because plaintiffs failed to commence the action within six years from the time the alleged fraud occurred or within two years from the time they knew or should have known of the fraud. See N.Y. Civ. Prac. L. & R. §§ 213(8)(McKinney 1990).
Under the six year statute of limitations for fraud claims, the claim is time-barred because Carter Sr. was in a position to challenge both defendants' refusal to pay him royalties and the validity of the 1979 Agreement during his lifetime and never did. Furthermore, plaintiffs have admitted knowing in 1986 that Carter Sr. considered himself cheated by the agreements he made with defendants but did not bring this suit until 1992. Accordingly, both of the potentially applicable time limits have expired. Summary judgment is thus appropriate on the fraud claim.
d. Duress and Unconscionability Claims
Plaintiffs also seek rescission of the 1979 Agreement on the grounds of undue influence, duress and unconscionability. Rescission is an equitable remedy and is subject to a six year statute of limitations. See N.Y. Civ. Prac. L. & R. § 213(1)(McKinney 1990). A claim for rescission on the grounds of duress or unconscionability accrues upon the execution of the agreement. See, e.g., Brown v. Tonawanda Housing, Inc., 123 A.D.2d 493, 507 N.Y.S.2d 92 (App. Div. 1986). Therefore, any claim for rescission of the 1979 Agreement expired in 1985. Accordingly, summary judgment is granted on all of these claims as well.
In sum, defendants' motion for summary judgment is granted with regard to all of plaintiffs' claims, with the exception of the copyright infringement claim against Costoma. Plaintiffs are directed to submit a particularized list of the compositions involved, along with proof of Costoma's rights to them, to defendants by April 15, 1994. In the event that this issue cannot be resolved without the Court's participation by June 1, 1994, the parties are to appear before the Court for a conference at 4:30 p.m. on that date.
Dated: New York, New York
March 15, 1994
JOHN S. MARTIN, JR., U.S.D.J.