## Facts

- Norman Granz produced a “Jazz at the Philharmonic” concert and recorded it, then created six 12-inch 78 rpm master discs containing performances of “How High the Moon” and “Lady Be Good.”
- On Aug. 15, 1945, Granz contracted to sell the six master discs to Herbert Harris, a record manufacturer.
- The contract required Harris, in selling records made from the masters, to use the credit line “Presented by Norman Granz” and explanatory notes prepared by Granz.
- Around 1948, Harris re-recorded the content onto ten-inch 78 rpm masters and sold ten-inch 78 rpm records in an album and individually; the album cover initially omitted the required credit and notes but was corrected after Granz objected.
- Harris’s ten-inch 78 rpm product was sold in an abbreviated (truncated) form while using the “Presented by Norman Granz” credit.
- In 1950, Harris re-recorded the entire contents of the purchased masters onto a ten-inch 33 1/3 rpm master and sold ten-inch 33 1/3 rpm records containing the complete content.
- Granz sued seeking rescission, damages for breach, an accounting, an injunction, and attorney’s fees; after a bench trial, the district court dismissed the complaint on the merits, and Granz appealed.

## Issues

1. Whether the transaction was a sale of the master discs (permitting broad exploitation) or a license imposing continuing restrictions on re-recording and distribution formats.
2. Whether Harris breached the contract by re-recording and selling the material in different sizes/speeds and by selling records individually as well as in an album.
3. Whether marketing a truncated recording under the credit “Presented by Norman Granz” constituted misleading attribution amounting to breach of contract and unfair competition, warranting injunctive relief.

## Decision

- The Second Circuit held the agreement was a contract of sale, not a license, so Harris generally could re-record and market the performances in different formats absent express restrictions.
- The court held Harris’s ten-inch 33 1/3 rpm records that reproduced the entire content did not violate Granz’s rights under the contract.
- The court held selling records individually rather than only as an album did not itself breach the agreement.
- The court ruled that distributing an abbreviated (truncated) version while using the credit “Presented by Norman Granz” could misrepresent what Granz presented, supporting liability for breach and unfair competition.
- The judgment was reversed in part and remanded for appropriate equitable relief against misleading attribution, subject to factual questions such as waiver.

## Legal Principles

- A sale of master recordings conveys broad rights to exploit the recordings, including re-recording into new physical formats, unless the contract expressly restricts such uses.
- A contractual obligation to use a specific credit line may imply a duty not to use the credit in a manner that misleads consumers about the nature or completeness of the credited performance.
- Distributing a materially altered or truncated version of a performance while attributing it to the original producer can constitute unfair competition based on false attribution and may justify injunctive relief.
- Potential waiver or acquiescence can affect the availability or scope of equitable relief.

## Conclusion

The Second Circuit treated the master-disc transaction as a sale permitting format changes and varied marketing methods, but held that selling a truncated concert recording under the credit “Presented by Norman Granz” could be misleading, supporting claims for breach and unfair competition and warranting injunctive relief on remand.


Granz v. Harris, 198 F.2d 585 (2d Cir. 1952)