Music publishers are clear of a royalties lawsuit filed by the members of popular 1990s R&B group Dru Hill after a New York federal judge on Friday dismissed with prejudice the claims against them.
Mark Andrews, James Green and Larry Anthony Jr. — known professionally as Sisqo, Woody and Jazz, respectively — first sued Sony/ATV and EMI in 2015. According to their complaint, Dru Hill entered into a publishing agreement with Art of War Music Publishing in 1996, and in 2002 Art of War made an exclusive deal with EMI.
Andrews claims EMI paid more than $600,000 of his royalties to 27 Red Music, which is also a defendant in the suit, and he never received them. Anthony and Green claim EMI wrongfully paid at least $30,000 of their royalties to 27 Red.
Their second amended complaint, which was filed in June, is the one at issue in regard to this motion. The Dru Hill members sued EMI and Sony/ATV, which has administered the interests of EMI since its 2012 acquisition, for breach of implied contract and declaratory relief.
“[E]ven taking all allegations in the SAC to be true and disregarding entirely the first two complaints, Plaintiffs still fall short of stating a plausible claim to relief as against EMI and Sony,” writes U.S. district judge Alison Nathan.
Nathan found the bandmembers failed to allege that they had an implied contract with the defendants — but, even if they had, it would have been barred by New York’s Statute of Frauds.
“As Defendants correctly note, the Statute of Frauds renders unenforceable unwritten agreements that are impossible, by their own terms, to complete within one year of their creation,” writes Nathan, explaining that contracts of “indefinite duration” have been deemed incapable of being performed within a year. “The SAC does not allege any termination provision or end date applicable to this contract, and indeed Plaintiffs appear to seek all royalties that purportedly went unpaid ‘from and after 2005,’ without limitation.”
The bandmembers had also asked the court for a declaration that “the EMI Administration Agreement is terminated and that the EMI Defendants and Defendant Sony/ATV no longer have the right to administer the Dru Hill musical compositions.” The judge found they lacked standing because they were neither parties to the EMI agreement nor intended third-party beneficiaries of it.
Sony/ATV and EMI were represented by Robert A. Jacobs and Prana Topper of Manatt, Phelps & Phillips.
Not resolved by this decision are the claims against 27 Red. Andrews is suing for breach of contract, Green and Anthony are suing for breach of implied contract and all three men are suing for breach of fiduciary duty and conversion.
The full decision is below.