Opinion
NOT TO BE PUBLISHED
Appeals from judgments of the Superior Court of Los Angeles County No. BC355571, Gregory W. Alarcon, Judge. Judgment in B213251 is modified and affirmed; judgment in B213178 is affirmed.
Pick & Boydston and Brian D. Boydston for Plaintiff and Appellant.
Law Office of Reginald K. Brown and Reginald K. Brown for Defendants and Respondents, Nasrin Satchell et al.
Gershuni & Goldstein and Neal M. Goldstein for Respondents, Tracy Draper Blunt and Ray Gaddis.
CROSKEY, Acting P. J.
Clarence Satchell and Ralph Middlebrooks, both deceased, were members of an enormously popular funk/soul musical group called “The Ohio Players.” After the death of both men, then-Attorney Raul Galaz contacted their surviving spouses and purported to obtain from them full assignments of their rights to the music of the Ohio Players. Galaz allegedly obtained the surviving spouses’ signatures on documents assigning their rights to Artist Rights Foundation (ARF), a limited liability company controlled, in part, by Galaz. Thereafter, ARF purported to assign its rights to the Ohio Players’ music to Segundo Suenos, another limited liability company. Believing that the surviving spouses were obtaining royalties which belonged to Segundo Suenos, Segundo Suenos brought suit against the surviving spouses for breach of their assignment agreements to ARF. Segundo Suenos lost at trial, on the basis that it failed to establish the assignment from ARF to Segundo Suenos. Segundo Suenos appeals; we affirm.
Galaz has since been disbarred, upon conviction of a crime involving moral turpitude.
Segundo Suenos brought two actions. As relates to the rights of Ralph Middlebrooks, Ralph Middlebrooks’s wife Patricia died some time after she allegedly signed the assignment to ARF. Segundo Suenos brought suit against Tracy L. Draper as co-executor of Ralph Middlebrooks’s estate and co-administrator of Patricia Middlebrooks’s estate; Ray Gaddis as co-executor of Ralph Middlebrooks’s estate and Trisha Woods as co-administrator of Patricia Middlebrooks’s estate. (It does not appear that Segundo Suenos proceeded against Woods.) We refer to this as the Middlebrooks action; it has appellate case number B213251. As relates to the rights of Clarence Satchell, Segundo Suenos brought suit against his widow, Nasrin Satchell, and his children, Alexis Satchell, Clarence Satchell, Desiree Satchell and Shawdee Satchell. We refer to this as the Satchell action; it has appellate case number B213178. The two actions were deemed related, although tried separately on consecutive days. We have consolidated the two appeals for purposes of oral argument and decision.
As we resolve the appeal largely on procedural grounds, there is no need to discuss the facts beyond our brief introduction.
At trial, Segundo Suenos did not introduce into evidence documentary evidence of the purported assignment from ARF to Segundo Suenos. When, in their post-trial submissions, defendants challenged Segundo Suenos’s standing to pursue the action, Segundo Suenos represented that if the trial court reopened the trials, Segundo Suenos could successfully establish its standing.
This is not to say that defendants did not challenge Segundo Suenos’s standing before this time. For example, in the Middlebrooks trial, during the direct examination of Galaz, Segundo Suenos’s counsel posed a question beginning with “to the extent that [ARF] has assigned its rights in the Middlebrooks royalties to Segundo Suenos.... ” Defense counsel objected that the question assumed facts not in evidence. The court asked, “Is assignment an issue right now?” Segundo Suenos’s counsel stated, “I don’t know. I mean, not that I know of.” The court stated, “I think it is with the defense.” Defense counsel agreed, “Assignment is an issue.” Thus, Segundo Suenos was well aware that defendants challenged the supposed existence of an assignment from ARF to Segundo Suenos.
On May 16, 2008, the trials in both cases were reopened for the sole purpose of enabling Segundo Suenos to introduce evidence of the assignment to it from ARF. However, Segundo Suenos has declined to designate the reporter’s transcript from May 16, 2008 as part of the record on appeal. It is clear that testimony was taken at the reopened trial, and that at least one exhibit was introduced, but Segundo Suenos has not seen fit to provide us with the record of this key hearing.
Nor has Segundo Suenos attempted to obtain a settled statement. (Cal. Rules of Court, rule 8.130(g).)
It is undisputed, however, that Segundo Suenos introduced into evidence a one page “Assignment” by which ARF purportedly assigned some rights to Segundo Suenos. The assignment makes reference to an “Exhibit ‘A’ ” which supposedly identifies the works to which the assignment applied, but the Exhibit was not attached to the document introduced into evidence. In a later filing, Segundo Suenos attempted to place before the court both the assignment and a nine-page “Exhibit ‘A.’ ” Segundo Suenos represented that it had “asked the Court to take judicial notice” of the purportedly complete version of the assignment. There is no record of any request for judicial notice; if it occurred, it is not part of the appellate record, and Segundo Suenos does not argue on appeal that the trial court erred in denying it.
In the Satchell appeal, Segundo Suenos successfully sought to augment the record with a supplemental brief it had filed, which was erroneously included in the Middlebrooks appellate record, rather than the Satchell appellate record. Counsel for Segundo Suenos represented in a declaration to this court that, attached to the supplemental brief is “a document which was entered into evidence as Exhibit 14 when the trial of this matter was reopened on May 16, 2008.” This characterization of the attachment is not entirely accurate. The document attached to the supplemental brief includes a nine-page Exhibit A, which was not attached to the exhibit entered into evidence. Indeed, the supplemental brief itself references the purported request that the trial court take judicial notice of the complete version of the assignment.
The trial court concluded that the assignment from ARF to Segundo Suenos was not sufficiently established. The trial court found it significant that “[t]here was no Exhibit A produced in court at the hearing with [the assignment], notwithstanding the fact that the court reopened trial precisely so [Segundo Suenos] could prove this assignment.” The court concluded the one-page assignment was insufficient to prove the assignment of the rights in the Ohio Players’ music from ARF to Segundo Suenos.
The trial court also rejected an additional argument made by Segundo Suenos in the Satchell case – that the Satchell defendants were barred by collateral estoppel from challenging the assignment to Segundo Suenos. Segundo Suenos relied on a ruling by an Ohio probate court, confirming a distribution of royalty proceeds from Clarence Satchell’s estate to Segundo Suenos.
Judgments were entered against Segundo Suenos in both actions. Segundo Suenos filed timely notices of appeal.
DISCUSSION
1. Insufficient Assignment
The federal Copyright Act provides that “[a] transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.” (17 U.S.C. § 204(a).) This requirement is “analogous to a statute of frauds.” (Pamfiloff v. Giant Records, Inc. (N.D. Cal. 1992) 794 F.Supp. 933, 936.) As such, “it is appropriate to borrow the requirements necessary to satisfy the statute of frauds to determine whether a given document satisfies [the Copyright Act].” (Ibid.) Thus, the “writing must[:] (1) reasonably identify the subject matter of the agreement, (2) be sufficient to indicate that the parties have come to an agreement, and (3) state with reasonable certainty the essential terms of the agreement.” (Ibid.)
The assignment agreement Segundo Suenos introduced at the reopened hearing provides, in full, “For good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby irrevocably transfers and assigns to SEGUNDO SUENOS LLC its successors and assigns, an undivided one hundred percent (100%) interest in and to the undersigned’s collective right, title and interest throughout the universe in and to the sound recordings, musical compositions and trademarks, composed, recorded and utilized by the undersigned, and any derivative versions thereof (collectively, the ‘Works’), including but not limited to the Works attached hereto as Exhibit ‘A’ and including, without limitation, any right to receive royalties or monetary interest therefrom, and the copyright and trademark to the Works, and any renewals and extensions thereof, throughout the universe.” The document is signed by “An Authorized Signatory” of ARF.
The name of the signatory is not printed and, in the absence of the reporter’s transcript of the reopened trial, there is no evidence before us identifying the signatory.
We emphasize that, although Galaz apparently testified regarding the meaning of this document at the reopened hearing, Segundo Suenos has declined to designate a record of that hearing on appeal. Thus, the only evidence of an assignment to Segundo Suenos on which it can rely on this appeal is this one-page document. In other words, Segundo Suenos can only prevail if it can establish that this document, as a matter of law, satisfies the writing requirement of the Copyright Act.
Segundo Suenos cannot meet this burden. The document does not “reasonably identify” its subject matter. It applies to ARF’s “right, title and interest... to the sound recordings, musical compositions and trademarks, composed, recorded and utilized by” ARF. It claims that it includes the works specified on “Exhibit ‘A,’ ” but in the absence of such attachment, there are no works specifically identified. The assignment is not clear as to whether it applies to rights to musical works created by ARF (the “composed [or] recorded” language suggests as much), or the rights to musical works which have been assigned to ARF. Indeed, the absence of language specifically identifying the works in question as the works of Middlebrooks and Satchell, or as those works whose rights were (purportedly) transferred to ARF by the Middlebrooks and Satchell assignments, is telling -- there are certainly many ways in which the ARF/Segundo Suenos assignment could have been drafted to identify those particular musical works.
Segundo Suenos argues that the document’s language assigning rights pertaining to musical works “utilized by” ARF is sufficient, standing alone, to encompass rights to the Middlebrooks and Satchell works, because ARF previously “utilized” those works by attempting to enforce its rights to them. While this could conceivably be a plausible interpretation of “utilize,” it is certainly not the only one. Indeed, when considering the phrase “sound recordings, musical compositions and trademarks, composed, recorded and utilized by,” a logical interpretation is that “recorded” refers to sound recordings, “composed” refers to “musical compositions” and “utilized” refers to “trademarks.” In other words, the phrase could be rewritten as “sound recordings recorded by, musical compositions composed by, and trademarks utilized by.” Under this equally (if not more) plausible interpretation of the contract language, it very clearly would not encompass ARF’s rights to musical works which were merely assigned to it. In short, Segundo Suenos has failed to meet its burden on appeal of establishing, as a matter of law, that the trial court erred in concluding that Segundo Suenos did not prove an assignment to it of ARF’s purported rights to the Satchell and Middlebrooks music.
2. No Collateral Estoppel
In the Satchell case, Segundo Suenos argues that a ruling of the Ohio probate court confirming Segundo Suenos’s right to the Satchell royalties should have collateral estoppel effect in this case, precluding the Satchell defendants from challenging both the assignment from Satchell’s surviving spouse to ARF and the ARF assignment to Segundo Suenos. Again, we have a limited record on appeal – this time, due to Segundo Suenos’s failure to provide us with the relevant exhibits admitted into evidence at trial. The only exhibits we have pertaining to this issue are those few which were attached to post-trial briefing. Even on this limited record, however, Segundo Suenos’s argument fails.
The appellate record indicates that the exhibits were “released to their respective parties for safe-keeping.” At oral argument on appeal, counsel for Segundo Suenos represented that he could augment the record with the necessary exhibits. As we discuss below, the exhibits before us conclusively defeat Segundo Suenos’s collateral estoppel argument. Further augmentation would not change the result with respect to the inadequacy of the assignment. Segundo Suenos’s failure in this regard was its failure to put the allegedly complete documentation before the trial court, not a failure to do so on appeal.
“The doctrine [of collateral estoppel], which precludes relitigation of issues argued and decided in prior proceedings, may only be applied if several threshold requirements are fulfilled. [Citation.] ‘First, the issue sought to be precluded from relitigation must be identical to that decided in a former proceeding. Second, this issue must have been actually litigated in the former proceeding. Third, it must have been necessarily decided in the former proceeding. Fourth, the decision in the former proceeding must be final and on the merits. Finally, the party against whom preclusion is sought must be the same as, or in privity with, the party to the former proceeding. [Citations.]’ [Citation.] The burden of establishing these requirements rests with the party asserting the doctrine.” (County of Los Angeles v. Superior Court (2000) 82 Cal.App.4th 819, 829.)
Segundo Suenos failed to establish the second element, that the issue was actually litigated in the previous case. The appellate record includes a transcript of a hearing before the Ohio probate court. Apparently, Segundo Suenos had approached the administrator of Satchell’s estate, and asserted that Segundo Suenos should have been receiving royalty distributions that had been received (and distributed) by the administrator. The administrator then came to realize that, under copyright law, the royalty rights had not passed to the estate on Satchell’s death, but instead passed directly to his surviving spouse and children. As such, the administrator believed that the royalty payments were not properly part of the estate, and that they therefore should be directly paid to Segundo Suenos, pursuant to the surviving spouse’s alleged agreement with ARF and the alleged assignment to Segundo Suenos. At the hearing on the administrator’s motion, the probate court agreed that the royalty payments were not part of the estate and that they therefore should be paid directly to Segundo Suenos pursuant to the purported assignment agreements. Satchell’s surviving spouse attempted to argue against this disposition, challenging the validity of the purported assignment to ARF. The probate court refused to hear this argument, concluding that the issue was not before it. The probate court decided only that the funds in question were not part of the estate and appeared to belong to Segundo Suenos; whether the assignment was actually valid was an issue the probate court expressly stated was a matter for further litigation outside its jurisdiction. As the probate court did not actually litigate the validity of the assignments, the Satchell defendants were not collaterally estopped from challenging them in this action.
Indeed, the trial court stated, “And I’m not sure [but] there is apparently some lawsuits going in California regarding that very issue. So I have no authority to deal with that.”
DISPOSITION
The judgment in the Middlebrooks action is modified to provide that Tracy Draper Blunt take nothing by her cross-complaint; as modified, the judgment is affirmed. The judgment in the Satchell action is affirmed. Respondents shall recover their costs on appeal from Segundo Suenos.
We Concur: KITCHING, J., ALDRICH, J.