## Facts

- In 2012, Monster Energy Company hosted its annual snowboarding competition and an after-party in Canada.
- Monster hired DJ Zach Sciacca (known professionally as “Z-Trip”) to perform at the after-party.
- Before the event, Nelson Phillips (a Monster director) asked Z-Trip whether he had music Monster could use in a web video about the competition.
- Z-Trip told Phillips that a “megamix” of Beastie Boys songs was available on Z-Trip’s website as a free download.
- The Beastie Boys had allowed Z-Trip to create and distribute the remix to fans, but Z-Trip did not have rights to grant Monster a commercial license to use the Beastie Boys’ compositions or sound recordings.
- The day after the event, Phillips and Z-Trip spoke over breakfast; Phillips said he would send Z-Trip the video and would not publish it until Z-Trip approved it.
- On May 8, Phillips emailed Z-Trip a link to the video. Z-Trip replied that it was “[d]ope” and suggested adding a link to download the video.
- On May 9, Phillips emailed again indicating the video had been posted on YouTube. Z-Trip responded “[d]ope.”
- After discovering the video’s use of their music without permission, the Beastie Boys sued Monster for copyright infringement and other related claims.
- Monster then filed a third-party complaint against Z-Trip, asserting that Monster and Z-Trip’s conversations and emails formed a contract in which Z-Trip granted Monster rights to use the Beastie Boys material, and that Z-Trip should reimburse Monster (including by indemnification) and was liable for fraud-based misconduct.
- Z-Trip denied any contract for music rights and stated he believed Phillips sought approval in connection with Z-Trip’s appearance or image in the video, not to clear Beastie Boys music rights. With the Beastie Boys’ support, Z-Trip moved for summary judgment.

## Issues

1. Whether Monster and Z-Trip formed an enforceable agreement (including a nonexclusive license) authorizing Monster to use the Beastie Boys music contained in Z-Trip’s remix in Monster’s web video, and whether any obligation to indemnify Monster arose from their communications.
2. Whether Monster could maintain a fraud-based claim against Z-Trip based on alleged statements or conduct implying authority to authorize use of Beastie Boys music, including whether Monster’s reliance was reasonable.

## Decision

- The court granted Z-Trip’s motion for summary judgment and dismissed Monster’s third-party complaint.
- The court held Monster failed to show a binding contract (or license agreement) between Monster and Z-Trip authorizing Monster’s use of the Beastie Boys music in the web video.
- The court rejected Monster’s bid to shift liability to Z-Trip through indemnification because Monster did not establish an agreement clearly allocating that risk to Z-Trip.
- The court dismissed Monster’s fraud-based claim(s) because Monster could not establish the required elements, including justifiable reliance on any claimed representation of licensing authority.

## Legal Principles

- Under New York law, contract formation requires mutual assent to sufficiently definite terms; casual conversations and brief email reactions (e.g., “dope”) generally do not show agreement to grant broad intellectual-property rights.
- A nonexclusive copyright license can arise without a formal written instrument, but the party claiming a license must still show an actual meeting of the minds as to permission and scope.
- Indemnification obligations are not implied from ambiguous interactions; a party seeking indemnification must show a clear basis for shifting responsibility.
- Fraud requires a material misrepresentation (or actionable omission where a duty to speak exists), intent, and justifiable reliance; reliance may be unreasonable where the listener fails to ask basic questions about who owns the rights and what permissions have actually been obtained.
- Permission to distribute a remix to fans does not, by itself, confer authority to authorize a third party’s brand-use of the underlying compositions or sound recordings.

## Conclusion

The court ruled that Monster could not transfer responsibility to Z-Trip for using Beastie Boys music in Monster’s web video because the parties’ informal conversations and emails did not create a contract or license granting Monster those rights, did not establish any indemnification commitment, and did not support fraud-based liability given the absence of a clear, actionable representation of authority and the lack of justifiable reliance.


Beastie Boys v. Monster Energy, 983 F. Supp. 2d 338 (2013)