## Facts

- John J. Mellencamp, professionally known as John Cougar Mellencamp, was a successful songwriter, performer, and recording artist.
- Mellencamp and related entities entered into written music publishing agreements with several affiliated music publishing companies controlled by William A. Gaff (collectively, the “Riva companies”): Riva Music Ltd., Riva Music, Inc., G.H. Music, Ltd., G.H. Music, Inc., and Avir Music, Inc.
- The contracting history included:
  - a May 12, 1977 publishing agreement between Mellencamp and G.H. Music, Ltd., under which Mellencamp assigned worldwide copyrights in compositions created during the term (later modified in 1979 and 1980);
  - a June 15, 1981 publishing agreement between John Cougar, Inc. and Riva Music, Ltd., assigning Mellencamp’s songwriting services and copyrights;
  - a June 1, 1983 publishing agreement between Mellencamp and Riva Music, Inc.; and
  - a July 26, 1985 written agreement among Riva Music, Inc., Riva Music, Ltd., G.H. Music, Ltd., Mellencamp, and John Cougar, Inc., amending the prior agreements in certain respects.
- In exchange, Mellencamp received a percentage of royalties from the exploitation of the compositions.
- Mellencamp sued, alleging four principal claims:
  - breach of fiduciary duty based on alleged failures to actively market his songs and to use best efforts to obtain all monies due from third parties;
  - breach of fiduciary duty based on alleged failures to collect, account for, and remit royalties;
  - breach of contract based on alleged underreporting of royalties and failures to timely provide royalty statements and payments; and
  - breach of an alleged agreement (not reduced to a signed writing) under which defendants would release him from the publishing agreements and return composition rights in exchange for $3 million.
- Defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6) (challenging, among other things, the existence of any fiduciary duty and the specificity/privity allegations for the contract claim), and also sought summary judgment directed at the alleged $3 million deal.

## Issues

1. Whether Mellencamp’s publishing agreements with the Riva companies, without more, created fiduciary duties under New York law separate from contractual duties.
2. Whether the complaint adequately pleaded a breach-of-contract claim for royalty reporting and payment, and whether it stated that each named defendant was a party to (or otherwise bound by) the relevant agreements.
3. Whether an alleged agreement to terminate the publishing contracts and transfer copyrights back to Mellencamp for $3 million was enforceable without a signed writing and where the parties’ conduct suggested they expected a written contract.

## Decision

- The court dismissed Mellencamp’s fiduciary-duty claims, holding that the author–publisher relationship created by standard publishing agreements did not, on the pleaded facts, establish fiduciary obligations beyond the contracts.
- The court allowed the breach-of-contract claim to proceed against the entities adequately alleged to be parties to the publishing agreements, finding the pleading sufficient to give notice of the alleged royalty underreporting and late statements/payments.
- The court dismissed the contract claim as to defendants not adequately alleged to be contracting parties to the publishing agreements at issue.
- The court entered judgment for defendants on the alleged $3 million termination/rights-return agreement, concluding it was not enforceable absent the required writing and that the record showed ongoing negotiations rather than a final, binding oral contract.

## Legal Principles

- A fiduciary relationship under New York law requires a special relationship of trust and confidence; it is not established merely because parties enter a commercial publishing agreement that includes royalty accounting and payment obligations.
- Plaintiffs cannot restate alleged nonperformance of publishing-contract duties (such as efforts to seek revenue from third parties or to pay and report royalties) as fiduciary-breach claims without facts showing a separate duty arising from special trust, dominance, or discretionary control beyond the contract terms.
- Under federal pleading standards, a contract claim is sufficient if it gives fair notice of the agreements and the nature of the alleged breach; detailed proof is typically addressed through discovery rather than at the motion-to-dismiss stage.
- Claims for breach of contract may be dismissed against affiliated entities when the complaint does not plausibly allege contractual privity or otherwise identify how the non-signatory is bound by the agreements.
- Transfers (and retransfers) of copyright ownership must be memorialized in a signed writing (e.g., under 17 U.S.C. § 204(a)); an oral agreement to return assigned copyrights is generally unenforceable without such a writing.
- When negotiations and surrounding circumstances show the parties expected a signed written document before being bound, an alleged oral deal will not be enforced as a final contract.

## Conclusion

In Mellencamp v. Riva Music Ltd., the court held that Mellencamp’s publishing agreements with the Riva-affiliated companies did not, standing alone, create fiduciary duties, allowed his royalty-based breach-of-contract claim to proceed only against properly alleged contracting parties, and rejected (as a matter of law) enforcement of an alleged $3 million agreement to terminate the publishing arrangements and return copyrights because it lacked the required signed writing and the parties’ dealings indicated no final oral contract.


Mellencamp v. Riva Music Ltd., 698 F. Supp. 1154 (1988)