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Damon Dash hits back at Roc-A-Fella lawsuit over alleged Reasonable Doubt copyright NFT

By Chris Cooke | Published on Tuesday 29 June 2021

Damon Dash has formally responded to legal action by Roc-A-Fella Records – the label he co-founded and co-owns – which seeks to stop him from selling the rights to Jay-Z’s debut album ‘Reasonable Doubt’ via an NFT drop. The court should not issue a motion to that effect, Dash argues, because he has never tried to sell the rights to Jay-Z’s debut album ‘Reasonable Doubt’ via an NFT drop. Oh, and also, the law firm repping Roc-A-Fella should be chucked off the case due to a conflict of interest.

Roc-A-Fella – co-owned by Dash, Jay-Z and Kareem Burke – filed legal papers earlier this month, and subsequently secured a temporary injunction. The label claims that Dash tried to sell the rights in ‘Reasonable Doubt’ via NFT platform SuperFarm. Had that happened, the buyer would have acquired those rights, with the transfer of ownership logged in a non-fungible token on the blockchain. Except those are not Dash’s rights to sell.

The sale via SuperFarm was called off, but the label said it suspected Dash would try to stage another auction via another NFT platform. The temporary injunction banned Dash from involving himself in any transaction in anyway connected to the rights in ‘Reasonable Doubt’, oblivious of whether or not any such transaction involved any kind of NFT nonsense.

Dash initially responded via the legal forum that is TMZ, saying that he’d never tried to sell any of the rights in ‘Reasonable Doubt’ but had, instead, been seeking to sell his stake in the label. The buyer of that stake wouldn’t have direct control over the rights in the album – those would stay with the label, with Jay-Z being in control – but they would get Dash’s cut of any money generated.

Because, weirdly, TMZ doesn’t actually count as a legal forum, Dash subsequently had his lawyers file papers with the court in New York basically saying the same. Said court, Dash argues, should deny Roc-A-Fella’s request for a permanent injunction ordering him to hand over any NFTs he’s minted – because he hasn’t actually minted any – and banning him from selling his stake in the label – because he’s entirely allowed to do that.

The Roc-A-Fella lawsuit, Dash claims, is – in fact – a Jay-Z lawsuit filed “under the guise” of the label. Not only that, but it is “completely meritless” because “Dash never claimed, tried to sell, transfer, assign, or dispose of any interest in the copyright to the ‘Reasonable Doubt’ album, which is owned by RAF; and, Dash never minted any NFT of the ‘Reasonable Doubt’ or his one-third interest in RAF”.

Dash says that this lawsuit is basically part of an ongoing attempt by Jay-Z to acquire his stake in Roc-A-Fella at a below market rate. “This entire lawsuit”, Dash’s filing goes on, “is part and parcel of an ongoing course of conduct employed by Jay-Z to prevent Dash from lawfully selling his one-third interest in RAF so that Jay-Z can acquire the same for an amount far below its potential market value”.

Elsewhere, Dash’s filing states: “It is undisputed that RAF is a corporation formed under the laws of New York with three shareholders: Dash, Jay-Z, and Kareem Burke each owning an equal one third share of RAF. It is equally undisputed that there are no restrictions on any of these three shareholders from freely transferring, encumbering, selling, assigning their interest in RAF”.

“Yet despite having actual knowledge that Dash never intended to sell anything other than what he lawfully owned (ie his one third interest in RAF) … Jay-Z unlawfully caused RAF to file this meritless lawsuit solely on the ‘belief that Dash has already minted an NFT, which he intends to sell through another auction or some other means as soon as possible’. Nevertheless … he never minted an NFT nor did he claim to own a 100% interest in the ‘Reasonable Doubt’ copyright”.

“So the bottom line is simple”, the filing goes on, “neither Jay-Z nor RAF can preclude the sale of Dash’s one third interest as Jay-Z does not own said interest and RAF has no restrictions on the transfer, assignment or disposal of such interest”.

Therefore, Dash’s argument goes, the court should not issue the permanent injunction Jay-Z wants because his former business partner “seeks to compel Dash to perform actions that are impossible – eg turning over NFTs which were never minted” while at the same time “precluding actions that are plainly lawful – ie selling or transferring off his one-third interest”.

Separate to all that, Dash takes issue with the law firm representing Roc-A-Fella in this case, which is Quinn Emmanuel. He argues that Quinn Emmanuel is also personally representing Jay-Z in ongoing corporate governance matters in relation to the operation of the label, and it is therefore a conflict of interest to also be repping the label itself in this dispute with one of its shareholders.

Says Dash’s filing: “Because Quinn Emmanuel concurrently represents RAF in this litigation and personally represents Jay-Z in ongoing corporate governance matters related to the operation of RAF, it must be disqualified from further representation in this action as this incurable conflict is prima facie improper under the New York Rules Of Professional Conduct and prevailing case law”.

Commenting on the lawsuit, Dash’s legal rep Natraj Bhushan told Law360: “The premise this lawsuit is based on is completely false. The real question is: Does Jay-Z have any authority to basically restructure Roc-A-Fella Records or prevent Damon from selling his one-third interest?”

Asked about Dash’s claims regarding the lawsuit and his firm’s involvement in it, Alex Spiro at Quinn Emmanuel responded: “Nonsense”.