## Facts

- John Densmore, Raymond Manzarek, Robert Krieger, and Jim Morrison formed the band known as The Doors in the 1960s and operated under partnership-style agreements.
- In 1971, the members executed an “Old Doors Agreement” requiring unanimous decisionmaking for band matters and restricting any surviving member’s ability to use “The Doors” name or logo after dissolution.
- After Morrison’s death in 1971, the surviving members executed a “New Doors Agreement” that substantially duplicated the unanimity and name-use restrictions.
- Over time, disputes arose about licensing and commercialization; Densmore opposed certain commercial uses of the band’s name and music, relying on the unanimity requirement and the group’s shared anti-commercial stance.
- In 2003, Manzarek and Krieger formed a touring act with replacement musicians and performed using “The Doors” branding, including “The Doors of the 21st Century,” without Densmore’s consent.
- Densmore and the Morrison/Courson heirs sued for breach of the agreements and breach of fiduciary duty, seeking damages and injunctive relief.
- After a jury trial, the trial court entered judgment for plaintiffs, issued a permanent injunction barring appellants from holding themselves out as “The Doors,” and awarded $82,274 to Densmore and $3.2 million to the partnership including Densmore and the heirs.

## Issues

1. Whether the partnership agreements required unanimous consent for use of “The Doors” name and barred Manzarek and Krieger from touring under Doors-related branding without Densmore’s consent.
2. Whether the permanent injunction prohibiting appellants from holding themselves out as “The Doors” was justified and properly limited.
3. Whether the damages and profit awards to Densmore and the partnership were supported by the evidence and consistent with contract and partnership law.
4. Whether Densmore’s refusal to approve certain licensing/commercialization deals breached fiduciary duties or constituted unreasonable partner conduct.

## Decision

- The Court of Appeal affirmed the judgments and the permanent injunction in all material respects.
- It held the agreements imposed a unanimity requirement for major band-related decisions and restricted unilateral exploitation of “The Doors” name and goodwill.
- It upheld findings that Manzarek and Krieger breached contract and fiduciary duties by touring and marketing under Doors-related names and marks without unanimous consent.
- It sustained the injunction as an appropriate equitable remedy aimed at preventing appellants from holding themselves out as the musical band “The Doors.”
- It upheld the monetary awards as supported by substantial evidence of revenues and profits attributable to the unauthorized touring and related exploitation.

## Legal Principles

- Partnership agreements requiring unanimous consent for significant decisions are enforceable according to their terms and may limit surviving partners’ post-dissolution use of the enterprise name and goodwill.
- Partners owe fiduciary duties to each other and to the partnership; unilateral appropriation of partnership property (including a valuable name and related goodwill) can constitute breach of fiduciary duty and breach of contract.
- A partner’s exercise of contractual consent rights (including withholding consent) does not constitute a fiduciary breach absent bad faith or abuse inconsistent with the parties’ agreement and established course of dealing.
- Permanent injunctive relief may issue to prevent ongoing contractual and fiduciary violations where damages are inadequate to protect goodwill, and it should be tailored to the proven misuse (here, holding out as “The Doors”).

## Conclusion

The court enforced unanimity-based partnership agreements governing a famous band’s name and goodwill, affirmed damages for profits from unauthorized exploitation, and sustained a narrowly focused injunction barring touring acts from presenting themselves as “The Doors” without unanimous partner consent.


Densmore v. Manzarek, 2008 WL 2209993 (Cal. Ct. App. 2008)