Universal Music has asked a US court to dismiss the termination rights lawsuit filed against it by rap duo Salt N Pepa. The major says that - while US copyright law allows creators to terminate a transfer of rights, or ‘grant of rights’, after 35 years - Salt N Pepa never actually granted any rights in their 1980s record deals. Which means there’s nothing to terminate now.
The “relevant agreements” under which Salt N Pepa’s recordings were created “contain no grant of copyright rights” from the rappers, a new legal filing from the major claims. A producer the duo worked with did grant some rights in one agreement, but neither Salt nor Pepa were directly involved in that part of the deal.
And a grant of rights, Universal adds, is “a fundamental requirement of the Copyright Act’s termination provisions”. That fact, it says, was confirmed in a previous termination rights legal battle involving Universal, in which the litigious artists were represented by the same lawyers as Salt N Pepa.
Those attorneys may now have “chosen to ignore that decision”, it says, but there is still “no basis for any different result here”.
Unsurprisingly, Salt N Pepa are not impressed with Universal’s arguments. A spokesperson told Billboard, “The Copyright Act was designed to give artists the chance to reclaim ownership of their work, which is precisely what Salt N Pepa have been attempting to do, and UMG continues to resist”.
The major’s arguments, the spokesperson added, are “just what we expected - an effort to avoid addressing the core issues facing Salt N Pepa and so many other artists in these circumstances. But we remain confident that the facts and the law are on our side”.
Salt N Pepa - real names Cheryl James and Sandra Denton - sued Universal in May after it knocked back the duo’s efforts to reclaim ownership of their 1980s albums by exercising the termination right. At the time they said that the major was employing “heavy-handed tactics” which might work on “lesser known” artists, but Salt N Pepa would “not tolerate disrespect from UMG”.
It is true that there are some complications relating to the termination right under US law which, in music, apply more on the recordings side than with publishing contracts.
If an artist is employed by a label on a ‘work for hire’ basis, then the label owns the copyright in the recordings by default, so there is no transfer of rights. Things also get complicated where artists do deals with producers and then producers do deals with labels.
Universal argues that these things apply in this case. Its legal filing runs through the complicated series of deals between James and Denton and producer Hurby Azor, between the producer and Next Plateau Records, and between Next Plateau Records and London Records, which is now part of Universal.
It insists that Salt N Pepa had a work for hire arrangement with Azor’s company. That company therefore owned the rights in the duo’s recordings, which it then transferred to New Plateau, and ultimately to London Records.
The whole dispute pretty much swings on one line in a 1986 agreement between James and Denton and Azor’s business which says that his production company “shall be the sole and exclusive owner of any and all rights, title and/or interest in and to the master recordings recorded hereunder, including but not limited to the worldwide sound copyrights therein and the renewal rights thereof”.
The question is, was that a simple statement of fact confirming Universal’s view that Azor's company was the default owner of the sound recording copyrights created under the deal - or was it in fact a transfer of copyrights from the rappers to the producer?
Universal argues that other terms in the same deal relating to other rights, such as name and likeness rights, include explicit language regarding the transfer of rights. The fact that explicit language isn’t in that crucial term about the recording rights means no transfer took place, it adds.
We will see how the court now deals with these arguments. If the judge does ultimately rule against Universal it has a second argument already lined up - that some of the key recordings under dispute are remixes, and the termination right doesn’t apply to so called ‘derivative works’.
So, even if James and Denton had transferred rights back in the 1980s, the termination right still wouldn’t apply to remixes organised by their labels while those labels were in control of the main copyright.
That second argument may or may not be relevant in this dispute, but it could nevertheless be a cause of concern for other artists in those genres where remixes are common and who are looking to exercise the termination right - especially where it’s a remix that proved to be the biggest hit.