## Facts

- In 1968, singer-songwriter Jim Croce entered a songwriting/publishing and management agreement with Blendingwell Music, Inc. and a recording agreement with a corporate predecessor of Cashwest Productions, Inc.
- The songwriting agreement required royalty payments, including a stated rate for sheet music and a 50% share of certain “net sums” received from specified exploitations.
- Philip S. Kurnit served as Croce’s attorney and business manager while also holding leadership roles in corporate entities involved in exploiting Croce’s works.
- Jim Croce died in 1973; his widow, Ingrid Croce, sued in 1978 alleging royalty underpayments and misconduct in the management and exploitation of Croce’s compositions and recordings.
- The action included claims for breach of fiduciary duty, fraud, unconscionability, breach of contract, replevin, and conversion.
- The case proceeded with some issues tried to a jury and others tried to the court; judgment ultimately awarded damages against Blendingwell and Cashwest and dismissed Blendingwell’s counterclaim for alleged royalty overpayments.

## Issues

1. Whether the district court improperly withheld from the jury contested issues concerning contract interpretation and royalty-related damages.
2. Whether Blendingwell was entitled, as a matter of law, to recover alleged royalty overpayments on its counterclaim.

## Decision

- The Second Circuit affirmed the judgment as to the challenged awards and the dismissal of Blendingwell’s counterclaim.
- The court held there was no reversible error in the district court’s allocation of issues between judge and jury.
- The court upheld the rejection of the overpayment counterclaim, concluding the record did not require judgment for Blendingwell as a matter of law.

## Legal Principles

- Contract interpretation issues may be decided by the court where the agreement is unambiguous or the question is treated as one of law; factual disputes relevant to damages may be submitted to the jury.
- A party claiming it was denied a jury trial must show that the matters reserved for the court were jury questions and that the allocation caused reversible prejudice.
- A counterclaim for recoupment of alleged overpayments fails where the evidence does not compel such a finding as a matter of law and the trial court’s findings are supportable on the record.

## Conclusion

The Second Circuit sustained substantial royalty underpayment recoveries for Jim Croce’s estate and approved the district court’s division of decision-making between judge and jury, while also affirming dismissal of the publisher’s counterclaim for alleged royalty overpayments.


Croce v. Kurnit, 737 F.2d 229 (2d Cir. 1984)