## Facts

- Scorpio Music S.A., a music publisher, and its U.S. subpublisher/administrator entered agreements with Victor Willis concerning 33 musical compositions, including well-known songs credited to multiple writers.
- Between 1977 and 1979, Willis provided English-language lyrics or adaptations for compositions associated with Scorpio.
- Willis signed “Adaptation Agreements” transferring his copyright interests to the U.S. entity, which then assigned rights in the lyrics to Scorpio.
- The agreements paid Willis a stated percentage (about 12%–20%, depending on the composition) of gross receipts from exploitation of the compositions.
- In January 2011, Willis served a notice purporting to terminate his post-1977 grants under 17 U.S.C. § 203 as to his interests in the 33 compositions.
- Plaintiffs sued for declaratory and injunctive relief, alleging the termination notice was invalid and that Willis lacked any remaining copyright interest; they also argued any reversion should be limited to the royalty percentages in the agreements.
- Willis moved to dismiss under Rule 12(b)(6).

## Issues

1. Whether a joint author who executed a separate grant of his own interest in a joint work may unilaterally terminate that grant under 17 U.S.C. § 203, or whether termination requires action by a majority of the joint authors.
2. Whether, if termination is effective, the reverting interest is limited to the contractual royalty percentages or instead reflects the author’s undivided joint-author ownership share.

## Decision

- The court granted Willis’s Rule 12(b)(6) motion to dismiss the complaint insofar as it challenged the validity of the termination notice.
- The court held that a joint author who separately transferred his copyright interest may unilaterally terminate that grant under § 203.
- The court allowed plaintiffs leave to amend only to seek declaratory relief concerning the percentage of copyright interest Willis would recapture upon termination.

## Legal Principles

- Under 17 U.S.C. § 203, the “majority of authors” requirement for terminating a grant in a joint work applies when the relevant grant was executed jointly by multiple authors.
- When a joint author executed a separate grant of only that author’s undivided interest, that author alone may terminate that specific grant, effective only as to the author’s share.
- A complaint that treats unilateral termination as legally impossible for a separately granted joint-author interest fails to state a claim.
- The scope of the reverting ownership interest upon termination may present factual and legal questions distinct from the validity of the termination notice and may require amended pleadings to litigate.

## Conclusion

The court upheld the legal sufficiency of a unilateral termination notice served by a joint author who had separately granted his own copyright interest, dismissed the challenge to the notice, and permitted amendment solely to litigate what ownership percentage would revert to the author upon termination.


Scorpio Music S.A. v. Willis, 102 U.S.P.Q.2d 1606 (S.D. Cal. 2012)