## Facts

- Ronnie Greenfield (formerly Veronica Bennett), Estelle Bennett, and Nedra Talley performed as “The Ronettes.”
- In 1963, the Ronettes signed a five-year personal-services recording contract with Philles Records, Inc., associated with producer Phil Spector.
- The contract granted Philles full ownership of the Ronettes’ master recordings and the right to reproduce the recordings “by any method now or hereafter known,” and set a royalty schedule for the performers.
- The Ronettes received an initial collective advance (about $15,000) and no subsequent royalty payments.
- The group disbanded in 1967; years later, Philles/Spector exploited the masters through later-developed technologies and licensing practices, including synchronization licenses for film and television and sales through compilation albums and other redistributions.
- Greenfield and Spector married in 1968 and divorced in 1974; as part of the divorce settlement, Greenfield signed mutual general releases purporting to resolve past and future claims between the parties and related companies.
- In 1987, the Ronettes sued for breach of contract, asserting that the 1963 agreement did not authorize synchronization licensing and certain redistributions and seeking royalties for those uses.

## Issues

1. Whether a contract transferring full ownership of master recordings, including reproduction rights “now or hereafter known,” granted the producer the right to redistribute and license the performances in later-developed formats (including synchronization) absent an express reservation by the artists.
2. Whether contractual silence about specific exploitation methods created ambiguity permitting extrinsic evidence of intent or industry practice to limit the producer’s rights.
3. Whether mutual general releases executed in a divorce settlement barred Greenfield’s royalty claims arising from the separate recording contract.

## Decision

- The Court of Appeals modified the intermediate appellate order and, as modified, affirmed; it remitted for further proceedings, including recalculation of royalties consistent with its interpretation.
- The court held that the artists’ transfer of full ownership of the masters carried the unconditional right to redistribute and exploit the recordings in any technological format, absent an explicit contractual reservation by the artists.
- The court held the contract was unambiguous; silence on specific uses did not create ambiguity and could not justify using parol evidence to add limitations not found in the writing.
- The court held the divorce releases did not clearly extend to and therefore did not extinguish Greenfield’s separate rights under the recording contract.

## Legal Principles

- When parties memorialize their agreement in a clear, complete, integrated writing, courts enforce the text as written and do not use extrinsic evidence to create ambiguity.
- Contractual silence on a specific subject does not, by itself, create ambiguity; courts will not add terms or reallocate risks not addressed in the writing.
- A grant of full ownership of master recordings, coupled with forward-looking reproduction language (e.g., “now or hereafter known”), authorizes exploitation through later-developed technologies and formats unless the grantor expressly reserves rights.
- A release is construed in context and according to its evident subject matter; general release language does not bar claims beyond the parties’ demonstrated intent, particularly where the claim arises from a separate contractual relationship.

## Conclusion

The court held that a broad, unqualified transfer of ownership of master recordings—including rights to reproduce by methods “now or hereafter known”—permits wide-ranging exploitation in new formats and licensing markets absent explicit artist reservations, and it declined to treat contractual silence as ambiguity or to read divorce releases as extinguishing separate recording-contract royalty rights.


Greenfield v. Philles Recs., Inc., 98 N.Y.2d 562 (N.Y. 2002)