The Zappa Family Trust (“ZFT”) was, indeed, zapped on August 17, 2011 when the District Court for the Southern District of New York squashed their attempts to collect, among other awards, $150,000 per alleged copyright infringement from Ryko, a subsidiary of Warner Music Group. In a Memorandum and Order, dated August 17, 2011, Judge William H. Pauley, III granted Ryko’s motion for summary judgment, in part and denied in part. Zappa’s motion for summary judgment was denied.
Frank Zappa released more than sixty albums before his death in 1993, including Burnt Weeny Sandwich, Weasels Ripped My Flesh, and Joe’s Garage Acts I, II and III. After his death, all rights, title and interests in his sound recordings passed to ZFT. In 1994, ZFT entered into an agreement with Ryko (the “1994 Agreement”), pursuant to which Ryko paid $20 million for “certain rights in and to the actual versions and mixes of the sound recordings commercially released or exploited with the authority of Zappa prior to October 6, 1994.” The 1994 Agreement did contain certain restrictions on Ryko’s ability to exploit the masters; i.e., paragraph 12.11 of the 1994 Agreement provides that “[n]o remixes, edits, changes in technical standards or other changes will be made by Ryko to the Subject Masters which would impact the integrity of the work as embodied in 1610 or 16301 final version of each of the Subject Masters delivered.” (italics mine)
Zappa’s widow, Adelaide Gail Zappa, brought suit against Ryko as the sole trustee of ZFT, which owns the rights to Zappa’s music. Specifically, ZFT alleged that Ryko marketed specific Zappa recordings in ways not allowable under their 1994 agreement. ZFT further alleged Ryko failed to properly account for mechanical royalties. Ryko counterclaimed with copyright infringement and breach of contract claims of its own.
Significant to the Court was the lack of specificity defining the term, “technical standard.” In fact, there was no definition. The 1994 agreement specified, in part, that Ryko could not exercise its right to exploit the Zappa music in a way that changed the technical standard of Zappa’s work.
The Court specifically addressed digital downloads and vinyl records; and, found that digital downloads might be a violation of the agreement; but the extrinsic evidence used to interpret the violation of Zappa’s “technical standard,” was inconclusive. In addition, the Court found that vinyl records, commonly used throughout Zappa’s career, were not a degradation of Zappa’s music
The Court dismissed other ZFT claims based on the ambiguity of terms in the 1994 agreement and as being barred by a 1999 settlement between ZFT and Ryko. Other ZFT claims were barred because ZFT failed to show copyright violation, they were improperly raised, or ZFT provided insubstantial evidence.
The Court’s order is below:
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The 1994 Agreement is below:
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 1610 and 1630 “refer to a format of music delivery equal to CD-quality audio.”