Rupa Marya v. Warner Chappell Music Inc

Filing 289

MINUTE ORDER IN CHAMBERS re: Plaintiffs' Motion for Leave to Amend and File Fifth Amended Complaint (Dkt. 258) by Judge George H. King: Having weighed the factors relevant to determining whether to grant leave to amend, and in view of Rule 15(a)'s liberal amendment policy, we hereby GRANT Plaintiffs' Motion. Plaintiffs shall file the Fifth Amended Complaint within seven days hereof. Defendants shall respond to the complaint within thirty days thereafter. (see document for further details) (bm)

E-FILED
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

CV 13-4460-GHK (MRWx)

Title

Good Morning to You Productions Corp., et al. v. Warner/Chappell Music, Inc., et al.

Presiding: The Honorable

Date

December 7, 2015

GEORGE H. KING, CHIEF U.S. DISTRICT JUDGE

Beatrice Herrera

N/A

N/A

Deputy Clerk

Court Reporter / Recorder

Tape No.

Attorneys Present for Plaintiffs:

Attorneys Present for Defendants:

None

None

Proceedings:

(In Chambers) Order re: Plaintiffs’ Motion for Leave to Amend and File Fifth
Amended Complaint (Dkt. 258)

This matter is before us on Plaintiffs’ Motion for Leave to Amend and File Fifth Amended
Complaint (“Motion”). (Dkt. 258.) We have reviewed the papers filed in support of and in opposition
to the Motion and deem this matter appropriate for resolution without oral argument. L.R. 7-15. As the
Parties are familiar with the facts, we will repeat them only as necessary. Accordingly, we rule as
follows:
I.

BACKGROUND

Plaintiffs Rupa Marya, Robert Siegel, Good Morning to You Productions Corp., and Majar
Productions, LLC (collectively, “Plaintiffs”) filed this class action to declare invalid Defendants
Warner/Chappell Music, Inc. and Summy-Birchard, Inc.’s (collectively, “Defendants”) purported
copyright in the song Happy Birthday to You (“Happy Birthday”). (Dkt. 95, Fourth Amended
Consolidated Complaint (“FACC”).) Plaintiffs contend that because Defendants do not own a copyright
in the Happy Birthday lyrics, Defendants must return the “millions of dollars of unlawful licensing fees”
they have collected by wrongfully asserting copyright ownership in the Happy Birthday lyrics. (FACC
¶ 4.) On October 16, 2013, we bifurcated this case to first determine whether Plaintiffs were entitled to
a declaratory judgment invalidating Defendants’ purported claim of copyright in the lyrics. (Dkt. 71 at
4.) On November 25, 2014, the Parties filed Cross-Motions for Summary Judgment on the declaratory
judgment issue. (Dkt. 179.) And on September 22, 2015, we issued our Memorandum and Order Re:
Cross-Motions for Summary Judgment, in which we ultimately concluded that there was no transfer of
the rights in the lyrics to Defendants. (Dkt. 244 at 42, 43.)
As we begin the second phase of this litigation, Plaintiffs seek to amend their complaint based on
evidence discovered in the first phase. (Dkt. 258, Motion.) The proposed amendments fall into three
general categories: “(i) expansion of the class period [back to 1949] based on equitable tolling; (ii)
detailed allegations regarding delayed discovery, concealment of the truth regarding Defendants’ (and
their predecessors-in-interest) limited copyright in Happy Birthday and equitable tolling; and (iii) the
1922 publication of the Happy Birthday song by The Cable Car Company.” (Id. at 1.)
II.

LEGAL STANDARD

CV-90 (06/04)

CIVIL MINUTES - GENERAL

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E-FILED
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

CV 13-4460-GHK (MRWx)

Date

December 7, 2015

Title

Good Morning to You Productions Corp., et al. v. Warner/Chappell Music, Inc., et al.

Federal Rule of Civil Procedure 15(a) provides that leave to amend “shall be freely given when
justice so requires.” In considering a motion for leave to amend, “the court must remain guided by the
underlying purpose of Rule 15 to facilitate decision on the merits, rather than on the pleadings or
technicalities.” Lopez v. Smith, 203 F.3d 1122, 1127 (9th Cir. 2000) (en banc) (internal quotations and
alterations omitted). Under this liberal amendment policy, denial of leave to amend is appropriate only
in those limited circumstances where undue delay, bad faith on the part of the moving party, futility of
the amendment, or unfair prejudice to the nonmoving party can be demonstrated. Foman v. Davis, 371
U.S. 178, 182 (1962); AmerisourceBergen Corp. v. Dialysis West, Inc., 465 F.3d 946, 951 (9th Cir.
2006). In looking at these factors, courts weigh “all inferences in favor of granting the motion.” Griggs
v. Pace Am. Grp., Inc., 170 F.3d 877, 880 (9th Cir. 1999). “Futility of the amendment, alone, can justify
denying a motion for leave to amend. Otherwise, although no single factor is dispositive, prejudice to
the opposing party is the most important factor.” Stimac v. Wieking, 785 F. Supp. 2d 847, 854 (N.D.
Cal. 2011).
III.

DISCUSSION

Defendants argue that leave to amend should be denied because amendment would be futile and
prejudicial. (See Dkt. 264, Opp’n at 1-2.) As such, we focus our analysis on these two factors.
A.

Futility

A proposed amendment is futile if it is “clear . . . that the complaint could not be saved by any
amendment.” Krainski v. State of Nev. ex rel. Bd. of Regents of Nev. Sys. of Higher Educ., 616 F.3d
963, 972 (9th Cir. 2010). “As the Supreme Court indicated in Foman, amendment should not be barred
as futile if the underlying facts may be a proper subject of relief . . . [L]eave to amend should be allowed
unless the complaint cannot under any conceivable state of facts be amended to state a claim.” Breier v.
N. Cal. Bowling Proprietors’ Ass’n, 316 F.2d 787, 790 (9th Cir. 1963) (internal quotations omitted); see
also Miller v. Rykoff–Sexton, Inc., 845 F.2d 209, 214 (9th Cir.1988).
While there are questions about the ultimate viability of the added allegations in the proposed
Fifth Amended Complaint, it is not optimal for us to decide these questions on a motion for leave to
amend under the rubric of futility.1 The issues raised by Defendants regarding whether Plaintiffs have
adequately pled delayed discovery or fraudulent concealment are better resolved on a motion to
dismiss.2
B.

Unfair Prejudice

1

Dating the class back to 1949 may also implicate the class’s viability, but we express no views
on this issue at this time given that we are not considering a motion for class certification.
2

As such, Defendants’ Request for Judicial Notice, (Dkt. 265), is denied as moot. Defendants
can renew their request in full or in part if they choose to file a motion to dismiss.
CV-90 (06/04)

CIVIL MINUTES - GENERAL

Page 2 of 3

E-FILED
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

CV 13-4460-GHK (MRWx)

Date

December 7, 2015

Title

Good Morning to You Productions Corp., et al. v. Warner/Chappell Music, Inc., et al.

Prejudice to the opposing party is the factor that “carries the greatest weight.” Eminence
Capital, LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir. 2003). “Absent prejudice, or a strong
showing of any of the remaining Foman factors, there exists a presumption under Rule 15(a) in favor of
granting leave to amend.” Id. Courts have found prejudice to exist “where amendment will
significantly hinder a defendant’s ability to defend against the plaintiff’s claims, as in cases where
discovery has already been completed or when the amendment will require relitigation of significant
issues.” CytoSport, Inc. v. Cytogenix Sports Labs., SRL, 2010 WL 5418883, at *10 (E.D. Cal. Dec. 23,
2010) (citing Ascon Props., Inc. v. Mobil Oil Co., 866 F.2d 1149, 1161 (9th Cir. 1989). “The party
opposing amendment bears the burden of showing prejudice.” DCD Programs, Ltd. v. Leighton, 833
F.2d 183, 187 (9th Cir. 1987).
Defendants contend that the amendments “would impose a crushing discovery burden upon
Warner/Chappell” because Plaintiffs have requested documents related to the licensing of the Happy
Birthday lyrics dating back to 1949. (Opp’n at 16-17.) Defendants also claim that the timing of the
request to amend and the “feebleness of the claims suggest that Plaintiffs are seeking to burden
Warner/Chappell intentionally and to gain leverage.” (Id. at 17.)
Defendants have not met their burden of showing prejudice. First, Defendants do not explain in
any particularity why the amendments would impose a “crushing discovery burden.” As Plaintiffs
correctly note, “Defendants have provided nothing by way of explaining how readily available the
information is, what form it is in, how difficult it will be to retrieve or assemble, or how many hours will
be required to retrieve and assemble it.” (Dkt. 270, Reply at 12.) Second, we disagree that the timing of
the request evinces an ill motive on Plaintiffs’ part. During the first phase of this litigation, claims other
than the declaratory judgment claim were stayed. It was thus appropriate for Plaintiffs to request
amendment after we issued our summary judgment order, and they did so expeditiously.
IV.

CONCLUSION

Having weighed the factors relevant to determining whether to grant leave to amend, and in view
of Rule 15(a)’s liberal amendment policy, we hereby GRANT Plaintiffs’ Motion. Plaintiffs shall file
the Fifth Amended Complaint within seven days hereof. Defendants shall respond to the complaint
within thirty days thereafter.
IT IS SO ORDERED.
-Initials of Deputy Clerk

CV-90 (06/04)

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Bea

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