When the Music Stops: NY Court of Appeals Limits Meaning of ‘Affiliate’
The New York Court of Appeals recently held in Ellington v. EMI Music, Inc. that the term “affiliates” in a copyright renewal agreement referred only to affiliates existing at the time of contract execution, reasoning that the contract did not expressly provide that the parties intended to bind future affiliates.
Ellington concerned a breach of contract action filed by Paul Ellington, an heir and grandson of Edward Kennedy “Duke” Ellington, to recover royalties allegedly due under a 1961 copyright renewal agreement between Duke Ellington and Mills Music, Inc. (now EMI). In consideration of being assigned the right to renew the copyright to certain musical compositions written by Duke Ellington, the music publishers designated as the “Second Party” agreed to pay royalties to Duke Ellington and his family. The term “Second Party” included not only Mills Music, Inc. and other music publishers, but also “American Academy of Music, Inc., Gotham Music Service, Inc., and their predecessors in interest, and any other affiliate of Mills Music, Inc.”
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