## Facts

- Anthony Fredianelli played lead guitar for the rock band Third Eye Blind from 1993 to 1994 and again from 2000 to 2009.
- In the band’s early days, Fredianelli helped Jenkins form the group, but Jenkins later replaced him with another guitarist for a period.
- In late 1999, Jenkins invited Fredianelli to return as a touring musician; in January 2000, Fredianelli rejoined as a “hired musician” and viewed himself as an employee.
- Initially, Fredianelli was paid a weekly salary and also received a weekly retainer for weeks when he was not working.
- After roughly two years, Fredianelli’s compensation changed: he stopped receiving the retainer and began receiving 25% of net touring revenue in place of his weekly salary. He characterized this change as occurring when he became a “full-fledged member” of the band.
- Despite receiving a share of touring revenues, Fredianelli had little to no role in running the band’s business: he had minimal input on where to tour, legal matters, expenses, compensation decisions, or other management topics.
- Stephan Jenkins (the band’s founder and lead singer) dominated band decision-making, rarely consulted other members, and made unilateral decisions, including setting compensation.
- The relationship between Fredianelli and Jenkins deteriorated, and Fredianelli alleged he was effectively frozen out of the band without a formal termination.
- Fredianelli filed a First Amended Complaint asserting six causes of action tied to his work with the band and his claimed co-ownership interests, including breach of contract, quantum meruit, constructive trust, accounting, and declaratory relief regarding ownership of copyrights and trademarks.
- Defendants moved for summary judgment (or partial summary judgment) on all claims.

## Issues

1. Whether Fredianelli’s profit-based touring compensation and “member” status created a general partnership or other co-ownership interest in Third Eye Blind or related entities under California law.
2. Whether Fredianelli could maintain declaratory-relief claims asserting ownership interests in the band’s copyrights and trademarks based on his co-ownership theories.
3. Whether a triable dispute existed that defendants breached an oral agreement governing how “net touring revenues” would be calculated and paid (including whether improper deductions reduced Fredianelli’s 25% share), supporting breach-of-contract and accounting relief even absent partnership status.

## Decision

- The court granted summary judgment for defendants on Fredianelli’s ownership-based theories, rejecting his claim that he was a partner/co-owner of the band or its related business entities.
- The court also granted summary judgment against Fredianelli on claims dependent on co-ownership, including the declaratory-relief claims regarding copyrights and trademarks, as well as his quantum meruit and constructive trust causes of action.
- The court denied summary judgment in part: Fredianelli’s breach-of-contract and accounting claims survived only to the extent they were based on an alleged agreement that he was entitled to 25% of net touring revenues and that defendants failed to pay his full share because of how net revenues were computed.
- Procedurally, the order granted defendants’ motion in large part, leaving a narrow contract/accounting dispute for later proceedings.

## Legal Principles

- Under California law, a partnership requires co-ownership of a business for profit; profit sharing may suggest partnership, but it is not conclusive when other evidence shows the payment functioned as compensation for services.
- Courts assess partnership status using objective factors such as shared management or control rights and ownership of assets, not informal labels like “member” or “full-fledged member.”
- Evidence that one person unilaterally controls business decisions and compensation, and that another participant lacks meaningful management authority, weighs strongly against finding a partnership or joint venture.
- A plaintiff who lacks a valid ownership interest cannot obtain declaratory relief awarding ownership of intellectual property based solely on a rejected partnership/co-ownership theory.
- Where an express (including oral) compensation agreement is asserted, quasi-contract remedies like quantum meruit and remedies premised on ownership or fiduciary status may fail if the record does not support the required relationship.
- On summary judgment, claims survive only if the evidence would allow a reasonable factfinder to resolve a material factual dispute in the nonmoving party’s favor; disputes about the existence or terms of an oral net-revenue agreement may create such an issue.

## Conclusion

The court ruled that Fredianelli’s receipt of 25% of net touring revenue, without shared control or co-ownership rights, did not make him a partner or co-owner of Third Eye Blind or its related entities, eliminating his ownership-based, quasi-contract, and IP declaratory-relief claims; however, a limited breach-of-contract and accounting dispute remained regarding whether defendants underpaid his agreed share of net touring revenues by deducting improper expenses when calculating “net” proceeds.


Fredianelli v. Jenkins, 931 F. Supp. 2d 1001 (2013)