Rupa Marya v. Warner Chappell Music Inc

Filing 335

REPLY in Further Support of NOTICE OF MOTION AND MOTION for Attorney Fees Plaintiffs' Notice of Motion and Motion for Award of Attorneys' Fees and Expenses and for Incentive Compensation Awards; Memorandum of Points and Authorities in Support Thereof 323 Reply Memorandum of Points and Authorities in Further Support of Plaintiffs' Counsel's Request for Attorneys' Fees and Expenses filed by Plaintiffs Good Morning to You Productions Corp, Majar Productions LLC, Rupa Marya, Robert Siegel. (Attachments: # 1 Declaration of Mark C. Rifkin, # 2 Declaration of Randall S. Newman, # 3 Declaration of Robert Brauneis, # 4 Declaration of Daniel J. Schacht)(Manifold, Betsy)

1 FRANCIS M. GREGOREK ( 144785)
gregorek@,whafh.com
2 BETSY C,' MANIFOLD (182450)
manifold@,whafh.com
3 RACHEL'"£ R. RICKERT (190634)
rickert@,whafh.com
4 MARISA C. LIVESAY (22324 7)
livesay@,whafh.com
5 BRITTANY N. DEJONG (258766)
9:ej ong@,whafh.com
6 WOL1t1IALDENSTEIN ADLER
FREEMAN & HERZ LLP
7 750 B Stree~ Suite 2770
San Diego, cA 92101
8 Telephone: [phone]
Facsimile: 619/234-4599
9
1O Lead Counsel for Plaintiffs and the Settlement Class
11

UNITED STATES DISTRICT COURT

12
13

CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION

14 GOOD MORNING TO YOU
PRODUCTIONS CORP., et al.,
15
16
Plaintiffs,
17
18
19
20
21
22
23
24
25
26
27
28

)
)
)
)
)
v.
)
)
WARNER/CHAPPELL MUSIC, )
)
INC., et al.
)
Defendants.
)
)
)
)
)
H--~~~~~~~)

Lead Case No. CV 13-04460-GHK (MRWx)
REPLY DECLARATION OF MARK
C. RIFKIN IN FURTHER SUPPORT
OF PLAINTIFFS' MOTION FOR
FINAL APPROVAL OF
SETTLEMENT AND REQUEST FOR
ATTORNEYS' FEES AND
EXPENSES
Room:
Judge:
Date:
Time:

650
Hon. George H. King, Chief
Judge
June 27, 2016
9:30 a.m.

1

The undersigned, Mark C. Rifkin, Esquire, under penalty of perjury, hereby

2 declares and states as follows:
3

1.

I am an attorney duly licensed to practice law in the State of New York,

4 and I have been admitted pro hac vice to practice before this Court in this matter. I
5 am a partner of the law firm Wolf Haldenstein Adler Freeman & Herz LLP, Lead
6 Counsel for Plaintiffs and the Class in this litigation. As the Court is aware, I have
7 been the principal lead and trial attorney for Plaintiffs and the Class throughout the
8 Action. I have personal knowledge of the matters set forth herein and, if called upon,
9 I could and would competently testify thereto.
10
11

2.

I submit this Reply Declaration in further support of Plaintiffs' motions

for final approval of the Settlement and for an award of attorneys' fees and

12 reimbursement of expenses.
13

A.

No Objections and Only Two Exclusions From the Settlement Class

14

3.

Only four foreign rights organizations, Autoren, Komponisten und

15 Musikverleger and Austro-Mechana (both Austrian Collecting Societies), Svenska
16 Tonsattares Internationalla Musikbyra (Swedish Performing Rights Society), and
17 Societe d'Auteurs Belge - Belgische Auteurs Maatschappij (Belgian Collecting
18 Society) have requested exclusion from the Settlement Class.
19

4.

Except for Defendants' opposition to Plaintiffs' Counsel's request for

20 attorneys' fees and expenses, no Settlement Class Member and no other person or
21

entity has filed an objection to the Settlement (including the judicial determination

22 that the Song is in the public domain) or to the request for incentive compensation
23 awards to Plaintiffs, or to Plaintiffs' Counsel's request for attorneys' fees and
24 expenses. Furthermore, despite worldwide notice and extensive media coverage of
25 the Settlement, no one else has come forward to claim an ownership interest in any
26 Happy Birthday copyright.
27

5.

In addition to the favorable media coverage given to the Court's

28 summary judgment decision, after Plaintiffs moved for preliminary approval of the

- 1-

1

Settlement, articles commenting favorably on the proposed settlement appeared in a

2

variety of media reports, including: the Los Angeles Times, '"Happy Birthday'

3

lawsuit: Tentative settlement puts song in public domain" (Feb. 9, 2016); the New

4

York Times, "Details of 'Happy Birthday' Copyright Settlement Revealed" (Feb. 9,

5

2016); USA Today, "Tentative deal to put 'Happy Birthday' in public domain," (Feb.

6

9, 2016); the New York Daily News, '"Happy Birthday' song to finally be free,

7

thanks to decision by publisher to not fight copyright case" (Feb. 9, 2016); the

8

Hollywood Reporter, "Warner Music Pays $14 Million to End 'Happy Birthday'

9

Copyright Lawsuit" (Feb. 9, 2016); CNN Money, '"Happy Birthday' lawsuit settles

10

for $14 million" (Feb. 9, 2016); Yahoo! News, "Candles blown on 'Happy Birthday'

11

copyright after long feud" (Feb. 9, 2016); and New York Magazine, '"Happy

12

Birthday to You' Is Finally Out of Copyright" (Feb. 10, 2016). None of those media

13

reports was in any way critical of the Settlement (or any part of it).

14

6.

Given the extensive Notice program and the widespread media coverage

15

of the Action and the Settlement, the small number of requests for exclusion and the

16

absence of any objection to the Settlement is convincing evidence that the Settlement

17

is fair, reasonable, and adequate and should be approved.

18

B.

The Net Settlement Fund Will be Exhausted

19

7.

We have received periodic reports from Rust Consulting, Inc. ("Rust"),

20
21

the Court-appointed Settlement Administrator, on the number and dollar amount of

22

Period One Settlement Class Members have submitted approximately $7.4 million in

23

claims; thus, it appears that all Period One Settlement Class Members will receive

24

approximately 86.5% of their claims, even after Plaintiffs' Counsel are paid in full.

25

In addition, Period Two Settlement Class Members have submitted approximately

26

$13 .4 million; thus it appears that all Period Two Settlement Class Members will

27

receive 100% of their claims (at the discounted rate of 15o/o), also after Plaintiffs'

28

Counsel are paid in full.

claims from Settlement Class Members. Based upon Rust's most recent report,

-2-

1

8.

In addition, based upon Rust's most recent report, it appears that the Net

2

Settlement Fund will be completely exhausted by the payment of those Period One

3

and Period Two Settlement Claims. Therefore, based upon Rust's most recent report,

4

it appears that Defendants will not retain any portion of the Net Settlement Fund.

5

C.

Pre-Suit Investigation for This Novel and Complex Action

6

9.

When Randall S. Newman, Esquire, first contacted me about the

7

potential litigation, we quickly confirmed that no court had ever adjudicated the

8

scope or validity of the Happy Birthday copyright. It was readily apparent that the

9

litigation would raise an unprecedented copyright challenge to the world's most

10
11

famous song.
10.

After some preliminary discussions with Mr. Newman and some early

12

investigation and research, I became aware that the Song's history was quite

13

complicated, that many of the relevant documents were either missing or disputed,

14

and that (given the length of time that had passed since the relevant events occurred)

15

no witnesses with personal knowledge of relevant facts were likely to be found.

16

11.

As I discussed the case and potential claims with Mr. Newman m

17

greater depth, I recognized that we would be asking a court to enter an unprecedented

18

ruling in a case that was certain to attract worldwide attention, given the Song's

19

unique high profile.

20

12.

Because the litigation was likely to attract considerable attention, and

21

because of the potential embarrassment and financial loss such an action was likely

22

to cause to Defendants (who had claimed to own the Song's copyright for decades), I

23

anticipated that Defendants would mount a vigorous and aggressive defense of their

24

copyright.

25

13.

In evaluating whether to commit my firm's resources and substantial

26

time to this Action, before it was commenced, I expected that the litigation would be

27

exhaustive (it was settled after merits and expert discovery closed on the eve of a

28

bench trial, scheduled after the Court's detailed summary judgment decision), time-

-3-

1 consuming (more than 9,000 hours over three years), and expensive to prosecute
2
3

(over $204,000 in expenses).
14.

Taking all these concerns into consideration, I would not have my firm

4

participate in this litigation without an exhaustive pre-suit investigation. In short, I

5

needed to be as confident of success as possible before I committed my firm and its

6

resources to the litigation.

7

15.

Consequently, the pre-suit investigation we undertook in this Action

8

was extremely comprehensive and had to be more thorough than our typical, careful

9

pre-suit investigation in other complex cases. Mr. Newman compiled many

10

thousands of pages of documents and prepared a comprehensive early draft of the

11

complaint, which my partners and I reviewed internally at great length before

12

agreeing to prosecute the litigation with Mr. Newman (then a solo practitioner). The

13

initial complaint was comprehensive (as the long history of the Song dictated),

14

detailed and thorough (as required to challenge the best known copyright in the

15

world) and showed the extent of our pre-filing investigation and analysis. I am proud

16

of the complaint that my firm filed in this Action.

17

16.

In my opinion, one indication of a well-drafted complaint is the number

18

of admissions provided in a defendant's answer. In Defendants' Answer to the

19

Fourth Amended Complaint ("FAC") (Dkt. 99), out of the 167 substantive

20

paragraphs (excluding the 49 paragraphs to which Defendants provided no response

21

at all), answers to over 50 paragraphs contained admissions by the Defendants.

22

Significantly, Defendants admitted that the 12 documents referenced in the FAC

23

were the "best evidence" for the referenced statements. As to the remaining

24

paragraphs, Defendants denied sufficient information to respond to approximately 30

25

paragraphs and only completely denied approximately 9 paragraphs.

26

D.

Break-Down of Hours Worked by Plaintiffs' Counsel

27

17.

As described more fully in the Declarations from Plaintiffs' Counsel

28

filed with the Court on April 27, 2016, the Action was actively litigated for three

-4-

1 years before the Settlement was achieved. Plaintiffs and Defendants vigorously
2

disputed many legal and factual issues, there was active motion practice, and

3

discovery was often contentious. Defendants were skillfully represented by one of

4

the nation's best law firms, which committed extensive resources to the litigation.

5

18.

During the meeting of counsel in Los Angeles before Plaintiffs and

6

Defendants filed the cross-motions for summary judgment, Defendants' counsel

7

refused to commit to a definitive theory of the case for Defendants, refused to

8

identify which copyright they would rely upon in defending the copyright claim,

9

refused to identify who they would claim wrote the Song, and refused even to

10
11

commit not to argue that Mr. Orem did not write the Happy Birthday lyrics.
19.

The summary judgment proceedings were lengthy and extremely

12

complex. Plaintiffs and Defendants submitted two rounds of briefing, as well as

13

supplemental briefing, on the cross-motions for summary judgment, and the factual

14

record they compiled was enormous. Two hearings were held before the Court ruled

15

on the cross-motions for summary judgment. We could not have achieved success

16

without meticulous and exhaustive preparation for the summary judgment hearings.

17

20.

In addition, all the lengthy preparations that were necessary for the

18

December 15, 2015 bench trial on Claim One were completed before the Parties

19

entered into the Settlement Agreement on December 8, 2015, the same day that the

20

Plaintiffs' trial brief, joint witness and exhibits lists and copies of the exhibits were

21

due to be filed with the Court. See Dkt. 248.

22
23

21.

For the Court's convenience, I have summarized the time reported by

Plaintiffs' Counsel for the partners and associates of the firms in the following chart:

24
25
26
27
28

WHAFH
Newman
Donahue
Glancy

Partner
Hours
2,904.3
2, 193.0
690.64
270.15

Total
Hours
4,107.5
2,193.0
886.74
493.25

-5-

Partner
Total
Lodestar
Lodestar
$2,329,717.50 $2,818,441.50
1,403,520.00 1,403,520.00
351, 197.30
299,680.50
178,126.75
255,786.00

1
2
3

TOTALS
22.

65.4
6,123.49

102.7
$37,605.00
56,631.00
7,783.19 $4,248,649. 75 $4,885,575.80

Based upon the time reported by Plaintiffs' Counsel, the blended

4

average hourly rate for all partners and associates was $627. 71. The average hourly

5

rate for all partners was $693.83, and the average hourly rate for all associates was

6

$383.76. Partner time accounted for 78.68% of the total hours spent by partners and

7

associates, and for 86.9% of the total lodestar for partners and associates.

8

23.

In a 2014 survey by the NATIONAL LAW JOURNAL of hourly rates in

9

2013 by attorneys in the Los Angeles market, average partner billing rates were $665

10

per hour and average associate billing rates were $401 per hour. The average hourly

11

partner rate currently charged by Plaintiffs' Counsel in this case is comparable to the

12

average partner rates from 2013, and the average current associate rate is below those

13

average associate rates (attached hereto as Exhibit A).

14

24.

On May 12, 2016, THE AMERICAN LAWYER reported that the top hourly

15

rates for partners at major U.S. firms rose to $2,000 per hour in 2015. See "Billing

16

$2K an Hour? Study Says Clients Will Pay If Lawyers Deliver," AMERICAN LAWYER

17

(May 12, 2016) (attached hereto as Exhibit B).

18

25.

The time previously summarized in connection with the fee application

19

included only work done by my firm prior to April 27, 2016, the date on which the

20

settlement and fee briefs were submitted to the Court. Since that date, my firm has

21

incurred approximately 275 additional hours with a lodestar of more than $137,000

22

on Settlement-related matters.

23

26.

Since April 27, 2016, the partners, associates, and paralegals of my firm

24

have: (a) worked to resolve various notice and administrative issues with the

25

Settlement Administrator; (b) communicated with Defendants' counsel to resolve

26

various notice and claim issues; (c) prepared an emergency motion to enforce the

27

Settlement Agreement when Defendants threatened not to allow us to provide

28

material to assist Settlement Class Members to prepare and submit claims, which was

-6-

1

not filed only when Defendants eventually consented to do so; (d) reviewed periodic

2

updates on claims provided to us by the Settlement Administrator at least once per

3

week; and (e) worked with Settlement Class Members to resolve questions and to

4

assist them in preparing and submitting claims.

5

27.

The work done by the partners, associates, and paralegals of my firm

6

were an integral part of our service to the Settlement Class and, I believe, greatly

7

facilitated the Settlement, eliminated some potential objections to the Settlement, and

8

resolved some potential deficiencies in the notice and in administration of the

9

Settlement. The work we performed has been of considerable value to the Settlement

10

Class Members with whom we worked directly to prepare and submit claims and, by

11

facilitating the Settlement, to all other Settlement Class Members as well.

12

28.

Detailed records of the time spent by the partners, associates, and

13

paralegals of my firm through May 31, 2016 (the last day for which time has been

14

processed by my firm) will be included in the daily timesheets we are required to file

15

and serve by Friday, June 17, 2016. However, that time has not been included in the

16

fee application. Had it been included, the lodestar of Plaintiffs' Counsel would be

17

higher, and the negative multiplier on the total lodestar of Plaintiffs' Counsel would

18

be even smaller.

19

E.

Delegation of Work Between Partners and Associates

20

29.

As we prosecuted the case, I assigned work to partners and associates

21

commensurate with the nature of the work to be done. For example, through his

22

diligent efforts, Mr. Newman had located many potential sources of documentary

23

information about the disputed copyright. I assigned an associate of my firm, Beth A.

24

Landes, Esquire, to pursue the leads that Mr. Newman had identified. I believe that

25

this was an appropriate delegation of responsibility for the discovery tasks involved.

26

30.

Similarly, after Mr. Newman (who is a certified public accountant as

27

well as an attorney) identified a number of issues from his preliminary review of

28

voluminous royalty accounting records produced by The Hill Foundation (at the time

-7-

1

a non-party), I assigned associates of the firm to conduct follow-up discovery based

2

upon Mr. Newman's preliminary review. I believe that the assignment of work was

3

particularly effective, and that none of it was duplicative or inefficient at all.

4

31.

My partner Betsy C. Manifold, Esquire, and I performed significant

5

legal research ourselves. We did so because many of the copyright issues that we

6

litigated were unusually complicated, very narrow in focus, nuanced, and because the

7

legal issues were novel or unsettled. I believe that the research was completed more

8

quickly by us and was overall more cost effective. When we identified relevant lines

9

of cases, I assigned additional follow-up research to associates of the firm, who then

10

completed the various research tasks as necessary. I relied upon paralegals to conduct

11

the last round of research to confirm that the cases we located remained valid and

12

had not been overturned or modified by subsequent decisions.

13

assembled, checked, and prepared for filing the voluminous exhibits for both the

14

joint summary judgment motion and the bench trial.

15

responsibility for legal research and work was appropriate and fully justified by the

16

complexities of the litigation. Most importantly, I believe that having partners

17

conduct much of the primary legal research contributed greatly to the resounding

18

success we achieved in the Action.

Paralegals also

I believe this division of

19

F.

Careful Coordination of Counsel to Avoid Duplication of Effort

20

32.

As soon as all four cases were commenced, even before I was appointed

21

Interim Class Counsel by the Court (Dkt. 60), I assumed responsibility for

22

coordinating the efforts of all Plaintiffs' Counsel to avoid duplication of effort. I

23

took that responsibility very seriously, and my co-counsel were fully cooperative. I

24

efficiently coordinated the efforts of all Plaintiffs' Counsel to avoid duplication of

25

effort. Where appropriate, I relied upon the partners and associates of the other firms

26

who served as Plaintiffs' Counsel to provide additional research on a variety of

27

factual and legal issues. However, I only delegated specific work assignments to

28

each firm and I followed up on each assignment in a timely manner to avoid

-8-

1
2

duplication of effort.
3 3.

The necessary work that I assigned to be done by those other firms

3

would have been done by my firm or by Mr. Newman in any event, and the

4

assignment of that work to the other firms did not needlessly increase the amount of

5

work required or the time spent on the work that had to be done to achieve the

6

victory we obtained here.

7

34.

The extensive work performed by Plaintiffs' Counsel can be confirmed

8

by the detailed billing records they maintain, which Plaintiffs' Counsel remam

9

prepared to provide to the Court for an in camera review upon request.

10

G.

Plaintiffs' Counsel's Expenses Were Reasonable

11

3 5.

Defendants oppose Plaintiffs' Counsel's request for reimbursement of

12

our photocopying and reproduction expenses. My firm incurred all the photocopying

13

and reproduction charges sought ($21,309.71) in the Action. To control costs, we

14

made all copies in-house. The charges for in-house photocopying are assessed by

15

computer, based upon client and matter codes entered into a control device on the

16

photocopier each time copies are made. The computer automatically counts the

17

number of copies made and bills them directly to the particular client matter in

18

question. The charge is a function of the number of copied pages counted by the

19

computer, multiplied by the firm's standard rate of $0.25 per page. This is the

20

standard copying charge we bill to our fee-paying clients and was recently approved

21

by this Court in In Re CytRx Corporation Sec. Litig., No. CV 14-1956-GHK (PJWx)

22

(C.D. Cal. May 18, 2016) (Dkt. 162). The current billing records show 76,352 pages

23

copied, for a total of $19,088.00. The outside copying charge of $1,553.64 to Knox

24

Services for large-scale reproductions was included at cost, with no mark-up. Wolf

25

Haldenstein has no ownership or management interest in Knox Services, a well-

26

recognized and independent vendor for such services.

27
28

36.

Charges for scanning and imaging are likewise assessed by computer,

based upon client and matter codes entered into a control device on the photocopier

-9-

1

each time copies are made. The computer automatically counts the number of pages

2

scanned or imaged, and bills them directly to the particular client matter in question.

3

The charge is a function of the number of pages counted by the computer, multiplied

4

by the firm's standard rate of $0.05 per scanned/imaged page. The current billing

5

records show 5,529 pages scanned, for a total of $276.45. In addition, 6,033

6

eDiscovery records were imaged at the firm's standard charge of $0.10 per page, for

7

a total of $603.30.

8

37.

As the Court is well aware, the Summary Judgment record in this case

9

was enormous. Pleadings and motion papers were detailed and lengthy, involving

10

two lengthy principal joint briefs and additional supplemental briefs as well. Not

11

surprisingly, the case was unusually document-intensive. For example, the

12

documentary record in the Summary Judgment motion was extremely voluminous,

13

consisting of 127 Exhibits and over 2,000 pages. See Dkt. 187. As Lead Plaintiffs'

14

Counsel, we were responsible for assembling and delivering courtesy copies all of

15

those voluminous filings to the Court. Many of the documents had to be re-copied

16

and re-submitted after the Court denied Defendants' request to seal certain exhibits in

17

the summary judgment record, which substantially increased the number of copies

18

we made.

19

38.

In addition, at the time of settlement (December 8, 2015), we completed

20

all the work necessary to prepare for the bench trial on the remaining portion of

21

Claim One. As Lead Counsel, we had assembled and copied the required trial exhibit

22

binders to be filed with the Court that same day in anticipation of the December 15,

23

2016, bench trial before the Settlement was reached. These filings were again

24

voluminous, as the bench trial was substantially document-driven with no percipient

25

witnesses.

26

39.

Defendants also question whether any of our travel in this Action was

27

"first class" or "luxury." It was not. Consistent with my firm's longstanding custom

28

and practice, my air travel in this case was coach class, I only stayed in business class

- 10 -

1

hotels (for example, in Los Angeles, I stayed at the Millennium Biltmore Hotel), and

2

we charged for no "gourmet" meals. Ms. Manifold, my partner, also took the train

3

from San Diego to Los Angeles and always walked to the Courthouse from the train

4

station.

5

40.

The photocopying and travel charges, as well as all other expenses

6

incurred by Plaintiffs' Counsel, can be confirmed by the detailed expense back-up

7

we maintain, which we remain prepared to provide to the Court for an in camera

8

review upon request.

9

41.

I hereby certify, under the penalty of perjury under the laws of the

10

United States, that the foregoing statements are true and correct to the best of my

11

knowledge, information, and belief.

12

Executed this 13th day of June, 2016, at New York, New York.

13
14

15
16
17
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27

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WARNER.CHAPPELL:22978

- 11 -

EXHIBIT A

EXHIBIT A
Page 12

The National Law Journal Reports that 1 in 5 of the
Largest U.S. Law Firms Employ Partners who Charge
More than $1,000 per Hour
NEW YORK - January 13, 2014 - Billing rates at the country's largest law firms remain high despite pressure
from clients in recent years -- and in one instance have reached $1,800 per hour, according to a report
published today by ALM's The National Law Journal.
Nearly 20 percent of the firms included in a survey of the NLJ 350 - the newspaper's list of the largest 350 law
firms in the U.s. by attorney headcount had at least one partner charging more than $1,000 an hour. Foremost
among them was Gibson, Dunn & Crutcher partner Theodore Olson, who billed $1,800 per hour while
representing mobile satellite service provider LightSquared Inc. in Chapter 11 proceedings.
The special report on law firm billing rates appears in the January 13th issue of The National Law Journal and is
also available online now at www.nlj.com.
The median rate among the highest partner billing rates is $775 an hour, while the median low partner rate is
$405. The overall average rate for partners is $604 per hour. For associates, the median high stands at $510
and the low at $235. The average associate rate is $370. Rates varied by practice area and location, among
other factors.
"To put this into perspective, our research found that firms don't necessarily expect to collect at the rates they
charge," said Beth Frerking, editor in chief of The National Law Journal. "Also, corporate clients have
increasingly pushed for discounts - which they sometimes get - and the formal rates don't account for those."
The Center for the Study of the Legal Profession at the Georgetown University Law Center has reported that law
firms settle on average for 83.5 cents on the dollar billed.
Firms with their largest office in New York had the highest average partner and associate billing rates, at $882
and $520, respectively. Washington was the next priciest city, with partners charging an average $748 and
associates $430. Partners charge an average $691 in Chicago and associates $427. In Los Angeles, partners
charge an average $665 while the average associate rate is $401.
The NLJ asked firms on the NLJ 350 to provide their highest, lowest and average billing rates for both associates
and partners. It supplemented those data with information gathered from public records. Altogether, this year's
survey includes information for 159 of the country's largest law firms.

About ALM
ALM is a global leader in specialized business news and information. Trusted reporting delivered through
innovative technology is the hallmark of ALM's award-winning media properties, which include Law.com (
www.law.comL The American Lawyer, Corporate Counsel, The National Law Journal and The New York Law
Journal. Headquartered in New York City with 16 offices worldwide, ALM brands have been serving their markets
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###

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EXHIBIT A
Page 13

Media Contact: Daryn Teague Teague Communications 661-297-5292 or [e-mail]

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