## Facts

- From 1947 to January 1953, Hank Williams, Sr. contracted with MGM Records, Inc. (Polygram’s predecessor), granting MGM his “exclusive personal services … for the purpose of making phonograph records.”
- In 1951–1952, Williams performed on WSM Radio’s “Mother’s Best Flour” program through live and pre-recorded shows.
- WSM preserved pre-recorded programs on acetate discs for broadcast use and did not use the acetates to produce commercial phonograph records.
- During a 1960s office move, WSM employee Les Leverett found the acetates among discarded items and took them for personal keeping.
- Leverett later transferred the discs to Hillous Butrum, who transferred them to Legacy Entertainment Group, LLC.
- In 1997, Legacy acquired the acetates intending to release the performances commercially on compact discs.
- Polygram sued Legacy, claiming MGM’s contracts gave Polygram exclusive rights to exploit Williams’s recorded performances.
- Hank Williams, Jr. and Jett Williams intervened, asserting neither Polygram nor Legacy had exploitation rights and that any such rights belonged to the heirs, including through post-mortem rights of publicity.
- The trial court dismissed Polygram’s claims, rejected Legacy’s chain-of-title theory as to exploitation rights, and granted summary judgment to the heirs; Polygram and Legacy appealed.

## Issues

1. Whether the MGM contracts granting exclusive services “for the purpose of making phonograph records” covered Williams’s performances recorded by WSM for radio broadcast and preserved on acetates.
2. Whether Legacy’s acquisition of the physical acetate discs established a valid chain of title to intangible rights to commercially exploit the recorded performances.
3. Whether, if neither Polygram nor Legacy held exploitation rights, the rights to exploit the performances (including publicity-related interests) belonged to Williams’s heirs under Tennessee law.

## Decision

- The Court of Appeals affirmed the trial court’s judgment.
- Polygram took no exploitation rights in the WSM acetates under the MGM contracts.
- Legacy did not prove ownership of any intangible exploitation rights; possession of the discs alone was insufficient.
- The heirs held the rights to commercially exploit the performances, supported by inheritable rights of publicity under Tennessee law.

## Legal Principles

- Contract grants limited “for the purpose of making phonograph records” are construed to cover recordings made for that purpose, not third-party broadcast transcriptions absent clear contractual language.
- Ownership of a tangible medium (such as acetate discs) does not, by itself, transfer the separate intangible rights to exploit the recorded performances.
- A party asserting exploitation rights through assignment must prove a valid chain of title to those intangible rights, including authority in each transferor to convey them.
- Under Tennessee law, rights of publicity in a person’s name and likeness are property rights that survive death and may be inherited.

## Conclusion

The court held that MGM’s recording contracts did not reach radio-program acetates made by WSM, that Legacy’s possession of the discs did not establish exploitation rights without a proven transfer of intangible interests, and that the heirs owned the commercial exploitation rights, including through inheritable publicity rights.


Polygram Records, Inc. v. Legacy Ent. Grp., LLC, 205 S.W.3d 439 (Tenn. Ct. App. 2006)