## Facts

- Kevin C. McMunigal, an Ohio law professor, and Kate E. Bloch, a California law professor, agreed to co-author a criminal-law casebook and a teacher’s manual.
- In April 2000, they entered into a publication agreement with Aspen Publishers (the “Aspen Agreement”) to publish the casebook, *Criminal Law: A Contemporary Approach*, and related materials.
- The Aspen Agreement treated the pair collectively as the “Authors,” required delivery of a single manuscript, provided for joint authorship credit, and granted Aspen “all right, title, and interest” in the work, including copyright; the authors were jointly and severally responsible for obligations under the agreement.
- McMunigal alleged Bloch repeatedly missed deadlines during preparation, contributing to delays.
- Aspen later decided not to publish a revised edition of the casebook.
- McMunigal claimed that, in 2007, he and Bloch reached a “Separation Agreement” to split as authors, divide the casebook materials, and treat each author as holding sole copyright in his or her respective parts.
- McMunigal alleged Aspen discussed offering each author a separate contract for an individual criminal-law book, conditioned on formal completion of the separation arrangement.
- McMunigal alleged Bloch repudiated the Separation Agreement, after which Aspen withdrew the separate opportunity he expected to receive.
- McMunigal first filed suit against Bloch in the Northern District of Ohio; that case was dismissed for lack of personal jurisdiction over Bloch.
- McMunigal then filed this action in the Northern District of California seeking declaratory relief and other remedies tied to ownership of the casebook and the claimed Separation Agreement.
- Bloch moved to dismiss under Federal Rule of Civil Procedure 12(b)(6). McMunigal moved to convert the dismissal motion into a Rule 56 summary-judgment motion.

## Issues

1. Whether, based on the complaint and incorporated documents (including the Aspen Agreement and the published casebook), the casebook was a “joint work” rather than a “collective work,” defeating McMunigal’s claim of sole ownership in discrete portions.
2. Whether McMunigal could obtain declaratory relief or partition to divide copyright ownership in the casebook materials between the co-authors.
3. Whether the alleged Separation Agreement was pleaded with sufficient definiteness and legal effect to support declaratory relief, specific performance, or damages for breach.
4. Whether McMunigal plausibly stated promissory estoppel or acquiescence-based estoppel claims tied to the claimed separation arrangement and Aspen’s conduct.
5. Whether McMunigal plausibly stated a claim for damages based on Bloch’s alleged breach of the Aspen Agreement.
6. Whether the court should convert the Rule 12(b)(6) motion into a motion for summary judgment, and whether leave to amend should be granted.

## Decision

- The court denied McMunigal’s motion to convert Bloch’s Rule 12(b)(6) motion into a summary-judgment motion.
- The court granted Bloch’s motion to dismiss in full.
- The court dismissed the entire complaint with prejudice, finding that leave to amend would be futile.
- On the ownership theory, the court concluded that the casebook materials, as shown by the pleaded facts and the governing publication agreement, were properly treated as a joint work rather than a collective work in which each contributor held separate copyright in isolated sections.
- Because the complaint’s theory depended on chapter-by-chapter sole ownership and a judicial division of rights, the court dismissed the declaratory-judgment and partition claims.
- The court also dismissed claims premised on the alleged Separation Agreement (including declaratory relief, specific performance, and breach), concluding that the allegations and the contractual setting did not state a viable claim for enforceable reallocation of rights.
- Related reliance and estoppel theories were dismissed for failure to plead a plausible basis for relief in light of the written agreements and the structure of ownership reflected in the incorporated documents.
- The claim for breach of the Aspen Agreement was dismissed under Rule 12(b)(6) as not plausibly stated on the pleaded facts and documents.

## Legal Principles

- A Rule 12(b)(6) motion may be resolved by considering the complaint, documents incorporated by reference, and matters subject to judicial notice, without converting the motion to summary judgment.
- Under the Copyright Act, a joint work is created when two or more authors intend their contributions to be merged into a single work; joint authors do not own separate copyrights in discrete portions merely because they drafted different sections.
- Labels in a complaint (such as calling a work “collective”) do not control when the written agreement and the work itself show an integrated, coauthored text.
- Partition-like relief aimed at dividing copyright interests is not available where the pleaded materials show joint authorship and the plaintiff’s theory conflicts with the governing contract documents.
- Contract-based claims and equitable reliance theories must be pleaded with facts showing a definite, enforceable obligation and a plausible entitlement to relief; allegations that conflict with incorporated agreements may be dismissed at the pleading stage.
- Dismissal with prejudice is appropriate when amendment would not cure the legal defects revealed by the governing documents and the plaintiff’s own pleaded theory.

## Conclusion

In *McMunigal v. Bloch*, the Northern District of California treated the coauthored criminal-law casebook as a joint work as reflected by the Aspen publication agreement and the integrated nature of the book, rejected efforts to recast the work as a collective compilation with separately owned parts, and dismissed with prejudice all claims for declaratory relief, partition, contract remedies, and estoppel, while also denying the request to convert the dismissal motion to summary judgment.


McMunigal v. Bloch, 2010 WL 5399219 (2010)