## Facts

- A music publisher held rights in 37 well-known songs written by members of a pop band.
- Between 1980 and 1983, the songwriters entered publishing agreements (later supplemented by service-company arrangements and letter agreements) assigning the compositions’ copyrights worldwide in exchange for advances and royalties.
- The agreements granted the publisher the “entire copyrights” worldwide “for the full term” of copyright, including renewals and extensions, and included warranties not to transfer any copyright interest to others.
- The agreements contained English choice-of-law clauses and exclusive English jurisdiction clauses.
- In 2014, the songwriters served notices under 17 U.S.C. § 203 purporting to terminate the publisher’s U.S. rights effective on future dates.
- The publisher accepted that, as a matter of U.S. copyright law, the notices were effective to terminate the U.S. grants, but alleged that serving (and not withdrawing) the notices breached the English-law agreements.
- The publisher sought declarations that the notices constituted actual or anticipatory breach and that the songwriters were not contractually entitled (under English law) to bring about termination of the publisher’s U.S. rights.

## Issues

1. Whether, properly construed under English law, the publishing-related agreements prohibited the songwriters from exercising U.S. statutory termination rights under 17 U.S.C. § 203.
2. Whether serving and maintaining § 203 termination notices amounted to actual or anticipatory breach of contract.
3. Whether and how U.S. copyright law was relevant or admissible in construing and enforcing the English-law agreements.
4. Whether enforcing an English-law promise not to exercise § 203 termination rights was contrary to English public policy.

## Decision

- The High Court (Chancery Division) granted the requested declaratory relief for the publisher.
- The court held that the agreements, construed under English law, impliedly required the songwriters not to act to undermine the worldwide “full term” grants, including by serving § 203 termination notices affecting U.S. rights.
- Serving and not withdrawing the notices constituted breach or anticipatory breach of the songwriters’ contractual obligations.
- The court rejected an attempt to introduce non-expert evidence on U.S. law and treated § 203’s “notwithstanding any agreement to the contrary” language as a rule governing enforceability in U.S. proceedings, not a bar to English contractual remedies.
- Enforcing the contractual restriction was not contrary to English public policy, even if a similar restriction might be ineffective under U.S. law.

## Legal Principles

- Contract construction under English law is objective and asks what the language would convey to a reasonable person with relevant background knowledge at the time of contracting; foreign law may be part of the factual matrix without displacing the contract’s governing law.
- A broad assignment of “entire copyrights” worldwide for the full copyright term can support an implied obligation not to derogate from the grant by later conduct that substantially deprives the assignee of the bargained-for benefit.
- Evidence about foreign law generally requires proper expert proof; unsupported non-expert assertions on foreign law may be inadmissible and irrelevant to English-law construction and breach.
- A foreign statute’s declaration that termination may occur “notwithstanding any agreement to the contrary” does not necessarily prevent an English court from enforcing an English-law contractual promise and granting English remedies for breach.
- English public policy does not automatically bar enforcement of a contract valid under English law merely because the same promise would be unenforceable on public policy grounds in a foreign legal system.

## Conclusion

The court held that the songwriters’ § 203 termination notices, though effective under U.S. copyright law, violated implied English-law obligations arising from worldwide “full term” copyright grants, and it granted declarations that the notices constituted breach or anticipatory breach enforceable in England.


Gloucester Place Music Ltd. v. Le Bon, [2016] EWHC 3091 (Ch) (Eng.)