By Holly Pearlman, Sam Churney, Katherine Mullally
The Court of Appeal recently ruled on the ownership of the copyright in the music and lyrics (the “Copyright“) of thirteen Bob Marley songs, including one of Marley’s most famous songs “No Woman, No Cry” (the “Songs”). Marley had deliberately misattributed songs to his associates, and therefore the case traced back the history of various assignments and licenses to determine the present and proper owner of the copyright.
Determination of present ownership hinged on whether an agreement made between Cayman Music Inc (“CMI”) (a company whom Marley had entered into a publishing agreement with in the 1970s) and Island Logic Ltd (“Island”) (Marley’s record label) effectively assigned the Copyright in the Songs, from CMI to Island (the “Agreement”). However, since the Agreement did not mention the Songs by name, it was necessary for the courts to turn to the language of the Agreement, and in particular, to the definition of “Catalogue” and “Composition.”
The two appellants in this case were (1) BSI Enterprises Ltd (“BSI”) who believed they purchased the Songs from CMI and (2) Cayman Music Ltd (“Cayman”), who claimed that the Copyright in the Songs were subsequently licensed to them by BSI. Cayman argued that because of this Island had no rights to collect the royalties through their group company Blue Mountain Music Ltd (“Blue Mountain”), which they had been doing.
The High Court held that the Copyright in the Songs were assigned to Island in the Agreement, and therefore Blue Mountain had the rights to collect the royalties. Consequently, the appellant’s case was dismissed. The deputy judge stated that it would be “little short of ridiculous”, for the parties to leave out the Songs without saying so in the Agreement.
On appeal, the Court of Appeal upheld the High Court’s decision, reiterating that interpretation was a question of law; a matter of contractual interpretation and what the parties meant by the language in the Agreement. The Judge referred to Lord Hoffmann’s speech in Investors Compensation Scheme v. West Bromwich Building Society, stating that one should “…ascertain the meaning which the language would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract…”
On this basis, the Judge considered the definition of “Catalogue” and “Compositions.” The Agreement defined “Aquired Assets” as music publishing interests which included “Compositions“, which in turn was defined in the Agreement alongside “Catalogue.” The term “Catalogue” was defined as “…all presently-existing musical compositions, or portions thereof consisting of lyrics and/or music…… written recorded by Robert N. Marley, Winston Peter McIntosh and/or Neville Livingstone… under their own names or under any pseudonyms, individually or as part of any collaboration between or among any of them or others (individually a “Composition” and collectively the “Compositions”) From this, the Judge ruled that the Songs fell within the scope of the Agreement. There was no restriction on this scope because a schedule existed (and was referred to in a warranty) which listed particular songs. The other provisions of the Agreement could not displace the express wording of that definition.