CASE NO. CV 05-8381 AG (CTx)
WAYNE KRAMER, an individual, MARGARET SAADI KRAMER, an individual, and MUSCLE TONE, INC., a California corporation
DAVID THOMAS, an individual, LAUREL LEGLER, an individual, FUTURE/NOW FILMS, INC., an Illinois corporation, ZENTA, LLC., an Illinois limited liability company, FROM THE HEART PRODUCTIONS, INC., a California corporation, CAROLE LEE DEAN, an individual, and DOES 1 through 10 inclusive.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
It's good to remember the 60's, but some say if you remember the 60's you weren't there. Perhaps to assist all of us in remembering the 60's, Defendants David Thomas and Laurel Legler made a film on the MC5, a 60's Detroit Rock and Roll band that made its mark on American history with loud rock and roll and radical perceptions positing an imperialistic and materialistic America. This lawsuit teaches that materialism remains with us, as Plaintiffs vigorously seek money from Defendants. Although the MC5 faded away largely due to drugs, the band lingers on in the memory of many, and would be known to many other but for pending legal feuds.
Plaintiff Wayne Kramer ("Kramer") was a leader of the band and now joins with other plaintiffs as he seeks damages for copyright infringement, breach of contract, fraud, and related claims. Kramer argues he was assigned the rights to the song Poison, and claims the use of Poison in the Film creates a copyright infringement. After reviewing the facts at trial, focusing on the conduct of the parties as Thomas and Legler were investing time and money into making the Film, the Court finds that the facts establish an estoppel which makes it inequitable, unfair, and improper to award any recovery against any Defendants on copyright claims. The Court further finds and concludes that the required elements of an enforceable contract or a quantum meruit claim or a fraud claim were not proven.
FINDINGS OF FACT
After reviewing the evidence, and evaluating the credibility of the witnesses and other evidence, the Court makes the following findings of fact, including any findings of fact found in the Conclusions of Law. The parties submitted no proposed Findings of Fact and Conclusions of Law, and stipulated to only two facts. Some of the facts below were found by the Court to be without substantial controversy as part of summary judgment motions which reduced the claims presented at trial. A proper transcript has not been prepared, so there are no transcript references.
1. The copyrights for the subject musical compositions are in their renewal ter,. (Admitted.).
2. Kramer is an original member of the MC5 band. (Admitted.)
3. Plaintiffs' claims are founded upon general federal questions and copyright jurisdiction, 28 U.S.C §§ 1331 and 1338(a). (Order on Summary Judgment Motions.) The Court accepted supplemental jurisdiction on the other claims under 28 U.S.C. § 1367(a).
4. Federal counts (other than injunctive relef) pleaded against Defendants are Counts One through Three of the First Amended Complaint Counts One through Three allege, respectively direct, contributory, and vicarious copyright infringement stemming from the production and distribution of the theatrical release of the documentary [Film] "MC5: A TRUE TESTIMONIAL," the DVD version of the documentary, and a three DVD set distributed by From The Heart Productions, Inc. (FTH) entitled "THE ART OF FUNDING YOUR FILM." The three DVD set incorporated slightly more than an hour of a presentation by Thomas and Legler and included a picture of a television playing a six-minute trailer for the documentary.
5. Kramer has the right through assignment, commencing as of any infringements on or after March 1, 2004, to sue Defendants for copyright infringement. (Order on Summary Judgment Motions.)
6. Kramer's copyright claims alleged infringement of fifteen compositions all of which were either registered or published before 1972, and therefore subject to the provisions of the Copyright Act of 1909. All of the compositions that are the subject of the copyright claims are now in their renewal term. (Order on Summary Judgment Motions.) Following summary judgement, the only remaining copyright issue involves only the song "Poison", as discussed in Plaintiffs' Opening Statement. "Poison" is an insignificant part of the Film.
7. The renewal copyright interests of co-authors Robert Derminer and Fred "Sonic" Smith in fourteen of the fifteen compositions are co-owned by their widows and heirs pursuant to section 24 of the Copyright Act of 1909, former 17 U.S.C. section 24, in that Deminer and Smith died before the commencement of the renewal term. (Order on Summary Judgment Motions.)
8. Over the years, there has not been a clear record kept of ownership rights to copyright claims for MC5 music, with confusion resulting from distraction, indifference, and other matters. Non-party witnesses such as Angela Davis and Michael Davis identified this confusion.
9. In or around 1995 Thomas and Legler conceived an idea to produce a documentary motion picture about the MC5. Thereafter, Thomas and Legler worked long and hard to produce a quality film, and they succeeded. Further, they expended substantial money on the film, with some of the money coming from family and friends.
10. In or about March 1996, Thomas and Legler approached Kramer with the idea for the film. Kramer showed great interest in the project, strongly encouraging defendants to produce the film. Kramer understandably wanted the film completed. Kramer believed the film might bring renewed interest to the MC5, and that this could be financially rewarding to him. He therefore continued to encourage Thomas and Legler as they worked on the film and spent substantial money on the film. Although there were discussions about different roles for Kramer and Margaret Saadi Kramer concerning the film, no terms were set or restrictions made that would reduce incentives or otherwise discourage Thomas and Legler during the formative years of producing the film.
Disputes between the Plaintiffs and Defendants arose only after Defendants demonstrated that the film they were crafting could be successful. The MC5 is historically significant and its music and story merit being heard today. The film had and still has the potential to spread the music and story of the MC5. Plaintiffs persisted in continuing to encourage Thomas and Legler to complete the film. Thomas and Legler took action in reliance on that encouragement. Further, no terms specific enough to form an enforceable contract were ever agreed upon between any plaintiff and any defendant, and no defendant made any actionable false representations to any plaintiff.
11. Mrs. Kramer was very credible when she testified that she gave assurances that she and Kramer would "go out and make sure the deal happened" and that she would support the production of the film "in whatever way possible." Mrs. Kramer also stated that she and Kramer would not impinge upon the budget for the Film, but would look to possibilities arising from any companion soundtrack.
12. There is insufficient factual basis to establish that a contract was formed that any of the Plaintiffs could enforce. Contract terms were never certain, and there was no meeting of the minds. The burden of proof on any contract claim was not met by any of the Plaintiffs.
13. There is insufficient factual basis to establish any claim for quantum meruit. The burden of proof on any quantum meruit claim was not met by any of the Plaintiffs.
14. There is insufficient factual basis to establish any claim for fraud. The burden of proof on any fraud claim was not met by any of the Plaintiffs.
15. There is insufficient factual basis to establish any claims against any Defendant. The burden of proof on any claim was not met by any of the Plaintiffs.
16. There is insufficient factual basis to establish any damage to any of the Plaintiffs caused by any of Defendant. The burden of proof on the issue of causation and damages was not met by any of the Plaintiffs
17. Thomas and Legler formed Future/Now Films, Inc.,as the entity responsible for production of the Film.
18. Thomas and Legler are principals of and members of Zenta, LLC.
>> Court Exhibit: E-mail message from Margaret Saadi, 4 September 2001: i write to let you know that i also received the zenta LLC film paperwork and at first pass, it reflects exactly what wayne, dennis and michael (as well as becky tyner) agreed to many years ago when this idea was in it's conception phase. now that the film has (miraculously and righteously!) entered its post-production phase, the film makers appear to be attending to all business points... i am happy to tell you that all parties involved with the MC5 on my end are completely in support of future/now films undertaking thus far. dave and laurel have shown themselves to be quite talented, and in the last five years i have developed a great trust in them as people and as devoted storytellers....
19. The Film was eventually produced by defendants Thomas, Legler, Future/Now, Inc., and Zenta, LLC in or about the year 2002. 20. In 2002, with the assistance of plaintiffs, defendants had obtained from Warner/Chappell a one year "festival license."
21. Thomas and Legler appeared at a seminar in Chicago, Illinois in December 2003 for aspiring documentary film-makers. The event was sponsored by defendants Carole Lee Dean and FTH. At the seminar, defendants exhibited portions of the MC5 film.
22. The production and distribution of the seminar and the three DVD set was accomplished by FTH and Dean for non-profit and educational purposes. The 12 hour three DVD set contained a 6 minute trailer. The three DVD set is a transformative work in that it added a substantial amount of new matter to the original work, with a further purpose and a different character from that for which it was first used, and it altered the original by creating new expression, meaning, and a different message.
23. The effect of the use by FTH and Dean of the Trailer upon the potential market for or value of the copyrighted works was miniscule.
24. The actions of FTH and Dean in producing and distributing the three DVD set were made for a non-profit educational purpose. Only 26 copies were sold. Defendants had no idea there was a legal issue with distribution, and received gross revenues of $1,690 for the sale of 26 copies.
25. Warner Chappell and plaintiffs knew the facts of defendants' plans to distribute the documentary film, promised to negotiate a license in good faith, intended that their conduct in making promises to Defendants and delaying to act would be acted upon by the Defendants, and led the Defendants to believe that Defendants could act as they did. The Defendants were ignorant of true intent of Warner/Chappell and Plaintiffs, and Defendants relied upon Plaintiffs' and Warner/Chappell's representations to their detriment.
26. Plaintiffs knew that Thomas and Legler were going to do with their film those acts which Plaintiffs now claim infringe. Plaintiffs intended that their conduct gave Thomas and Legler the justifiable belief that they could rely on Plaintiffs' conduct. Thomas and Legler were ignorant of the true facts and acted in detrimental reliance on Plaintiffs' conduct.
27. Defendants spent years preparing the film based upon repeated assurances from Plaintiffs and Warner/Chappell that they supported the project.
28. Kramer expressly represented to Rebecca Derminer at a dinner in his house in August 2003 that he would do nothing to interfere with the release of the film.
29. Plaintiffs are estopped to assert any claims against any Defendant. This is in part because of Plaintiffs' express representations to Defendants that they would not block the Film, upon which the Defendants justifiably relied to their detriment.
30. Much of this case rests upon the credibility of witnesses, and the Court finds that Thomas and Legler were far more credible than Kramer on key issues concerning alleged promises, representations and commitments.
31. Defendants were first-time filmmakers who spent eight years of their lives trying to create a documentary film that would be historically truthful, a documentary that would celebrate the talent and creativity of the MC5 band, a documentary that would say something about the 60's, and would say something about the present. They succeeded, and the film merits wide distribution for the enjoyment and edification of the masses.
CONCLUSIONS OF LAW
33. The Court concludes that there is insufficient factual basis to establish that a contract was formed that any of the Plaintiffs could enforce. Contract terms were never certain, and there was no meeting of the minds. The burden of proof on any contract claim was not met by any of the Plaintiffs.
34. The Court concludes that there is insufficient factual basis to establish any claim for quantum meruit. The burden of proof on any quantum meruit claim was not met by any of the Plaintiffs.
35. The Court concludes that there is insufficient factual basis to establish any claim for fraud. The burden of proof on any fraud claim was not met by any of the Plaintiffs.
36. The Court concludes that there is insufficient factual basis to establish any claim against any Defendant. The burden of proof on any claim was not met by any of the Plaintiffs.
37. The Court concludes that Plaintiffs are estopped to assert any claims against any Defendant. The burden of proof on the estoppel defense was met by the Defendants.
38. The Court concludes that there is insufficient factual basis to establish any damage to any of the Plaintiffs caused by any of the Defendants. The burden of proof on the issue of causation and damages was not met by any of the Plaintiffs.
39. The Court concludes that the judgment in this case shall not affect any rights concerning any companion soundtrack for the Film.
40. The Court concludes that judgment must be entered for the Defendants on all claims.
41. The Court concludes that Defendants are the prevailing parties.
IT IS SO ORDERED.
DATED: March 31, 2007
Andrew J. Guilford
United States District Judge
>> Whatever the legalities surrounding the True Testimonial, the legacy of this revolutionary band should be a higher priority for all involved than profit potential and dueling lawsuits. For all the enmity, entrenchment and legal maneuverings of rival camps, music so extraordinary that it transformed the lives of all who experienced it demands the release of a documentary that does the MC5 justice. Few bands have ever seen so much go so wrong so quickly and have been so misunderstood in the process. A True Testimonial represents a belated opportunity to set things straight, put things right. The fans deserve it. So does the band. And so does the music.
source: Continuum Books - 33 1/3 series