United States District Court, S.D. New York
OPINION AND ORDER
Edgardo Ramos, U.S.D.J.
Rights Enforcement Corp. (“AREC” or
“Plaintiff”) brings this action against the
Estate of Joseph Robinson Jr., Leland Robinson, Sugarhill
Music Publishing Inc., a/k/a Sugar Hill Music Publishing Inc.
(“SMP”) and Sugar Hill Records Inc. (together,
the “Defendants”). See Compl. (Doc. 1).
On March 8, 2017, the Court partially granted Defendants'
motion to dismiss and gave AREC leave to file an amended
complaint. See Order dated March 8, 2017 (Doc. 33).
AREC filed its First Amended Complaint (“FAC”) on
March 28, 2017 (Doc. 34).
this Court is the Defendants' motion to dismiss the FAC
on the grounds that: (1) Plaintiff does not have standing to
assert its declaratory judgment claim, and (2) Plaintiff did
not adequately state a claim for tortious interference with
following reasons, Defendants' motion is GRANTED in part
and DENIED in part.
Court assumes familiarity with the record and its prior
opinion, which details the facts and procedural history of
this case, and discusses here only those facts necessary for
its disposition of the instant motion. See Order dated March
8, 2017 (Doc. 33).
July 17, 1980 and January 28, 1981, several songwriters,
artists and music publishers (the “Songwriters”)
entered into Exclusive Songwriters Agreements with SMP. FAC
¶ 13. The Exclusive Songwriters Agreements gave
SMP control over the Songwriters' music catalogues and in
return, required it to make royalty payments and provide
semi-annual royalty reports. Id. at ¶¶ 13,
16. However, Defendants have not fulfilled their royalty
payment and notice obligations. Id. at ¶ 17.
April 15, 1999 and April 23, 2003, the Songwriters each
signed letter agreements with AREC, retaining AREC to
investigate and recover royalties. Id. at ¶ 18;
see also Declaration of James P. Cinque in Support
of Defendants' Motion to Dismiss Counts II and II
(“Cinque Decl.”) (Doc. 47) Ex. B. In exchange, AREC
became entitled to 50% of the royalties owing to the
Songwriters. FAC ¶ 19.
in 1999, AREC has been engaged in litigation with Defendants
over Defendants' delinquent royalty payments.
Id. ¶ 21. Litigation filed in this District in
1999 ended in a 2002 settlement agreement; however,
Defendants refused to execute the agreement. Id.
¶¶ 23, 25. In response, presiding Judge Richard
Berman entered an order on March 12, 2003 mandating that the
Defendants “deal directly and solely with
AREC” and requiring the parties to sign a rider to the
2002 settlement agreement. Id. ¶¶ 25-26
neither executed the rider nor abided by the terms of the
2002 settlement agreement. Id. ¶
The parties appeared before Judge Berman again on April 15,
2003 regarding conduct taken by Defendants allegedly on
behalf of Songwriters Nathaniel Glover Jr. and Eddie Morris.
Id. ¶¶ 28-29. After this conference, Judge
Berman entered another order in which Glover and Morris
reaffirmed that AREC was their “irrevocably appointed
agent for . . . the receipt of royalty reports and royalty
income.” Id. ¶ 31.
filed a new action in New York state court against Defendants
(excluding Leland Robinson) on May 12, 2003, alleging breach
of contract, tortious interference with contract, tortious
interference with prospective economic advantage, and breach
of third party beneficiary contracts. Id.
¶¶ 34-35. On July 14, 2004, the parties met at
AREC's offices and agreed to a settlement that would
extend the deadline for Defendants' payment and reporting
obligations (the “2004 rider”). Id.
¶ 37. Although Defendants signed the 2004 rider, they
did not abide by its terms. Id. ¶¶ 38-39.
The parties thereafter moved to trial in July 2007, but
settled once more on the third day of trial. Id.
¶ 43. Under that settlement (the “2007 settlement
agreement”), the parties reaffirmed the 2002 settlement
agreement and the 2004 rider. The 2007 settlement agreement
required Defendants to: (1) make twelve payments to AREC; (2)
provide AREC with copies of all licenses for Songwriters
Glover and Morris; and (3) pay AREC directly for any
royalties owed to AREC's clients (including a 20%
“bonus” if Defendants received a license request,
or a license payment, and did not inform AREC within fifteen
days). Id. ¶¶ 43-44.
to what it described as “multiple breaches of the 2002
and 2007 settlement agreements and 2004 rider, ” AREC
brought suit on behalf of Songwriters Morris and Glover
against Defendant Joseph Robinson, Jr. on July 25, 2012 in
New York state court. Id. ¶ 52. AREC also sent
Defendants notices of default and demand letters on April 1,
2015. Id. ¶ 53. After receiving what it
believed to be unsatisfactory responses, AREC sent Defendants
an email on May 4, 2015, informing Defendants that it was
terminating the Exclusive Songwriters Agreements.
Id. ¶ 57.
filed this action on December 18, 2015, alleging breach of
contract and seeking a declaratory judgment that its
termination of the Exclusive Songwriters Agreements was
valid. See Compl. (Doc. 1). Subsequently, Defendant
Leland Robinson contacted several Songwriters “to
pressure them into terminating their relationship with
AREC.” FAC ¶ 65. In June 2016, Robinson
participated in a conference call with Guy Todd Williams, in
which Robinson told Williams that Bravo TV was interested in
producing a television show about Robinson and Williams
putting on a reunion tour. Id. ¶ 69. On June
28, 2016, Robinson called Williams and told him that he
wanted to deal with Williams directly and did not want to pay
AREC. Id. In response to this conduct, the Court
held a conference on August 17, 2016 and entered a
stipulation and order on August 22, 2016, stating that:
For the duration of this action, Robinson on the one hand and
each of any one or more of [the Songwriters] on the other
hand . . . shall not contact or cause anyone else to contact
the other either in person, telephonically or electronically
without counsel for Plaintiff . . . and counsel for
See Id. ¶ 72; Doc. 29. Despite this Order, in
March 2017, Defendant Robinson contacted Songwriters Williams
and Payne. FAC ¶ 73. Robinson offered Williams $15, 000
to settle his claims, and on March 24, 2017, Williams advised
AREC that he would ...