Tuesday, August 30, 2022

Malpractice Assignment Upheld In Prince Estate Litigation

The Massachusetts Supreme Judicial Court applied its law to revive a legal malpractice case against an entertainment attorney

The principal issue raised on appeal is whether the assignment of the legal malpractice claim is governed by Massachusetts or Minnesota law, the former allowing such assignments and the latter prohibiting them. Because Massachusetts has the most significant relationship to the assignability of the legal malpractice claim, we conclude that Massachusetts law applies and reverse the dismissal of the  plaintiffs' original complaint.

The claim involves The Artist formerly known as Prince 

Prince Rogers Nelson (the recording artist known as "Prince") died intestate in Minnesota on April 21, 2016. Following his death, George Ian Boxill, a sound engineer who worked with Prince between 2004 and 2008, sought to commercialize five previously unreleased Prince songs in his possession, collectively known as the "Deliverance Recordings." Toward this end, Boxill, a California resident, partnered with Rogue Music Alliance, LLC (RMA), a Washington based music distribution company. Boxill and RMA then retained Attorney Christopher L. Brown, a Massachusetts-based entertainment lawyer, "for the express purpose of providing legal advice regarding intellectual property and ownership issues pertaining to the release of the Deliverance Recordings."

Brown's advice is the alleged malpractice

On July 7, 2016, Attorney Brown wrote an opinion letter advising his clients that Boxill had jointly authored the Deliverance Recordings, jointly owned the copyright to them, and could distribute the recordings for commercial gain subject to an obligation to pay the Prince estate its share of royalties. The plaintiffs claim that the defendant acted negligently by failing to contact anyone from the Prince estate regarding the ownership of the Deliverance Recordings, failing to speak directly with Boxill to ascertain how the recordings were created, and failing to adequately investigate the matter to determine if his clients had any rights to the music.

Boxill and RMA created Deliverance LLC allegedly of the attorney's advice.

Upon learning of the plan to release the recordings, Comerica Bank & Trust, N.A. (Comerica), as the personal representative of the Prince estate, and Paisley Park Enterprises, Inc. (Paisley), a corporation owned by the Prince estate, sent a cease-and-desist letter to Attorney Brown in his Massachusetts office disputing Boxill's joint ownership of the copyright to the Deliverance Recordings. That same day, Attorney Brown sent a letter to RMA's general counsel reiterating his opinion that Boxill jointly owned the rights to the recordings. Attorney Brown maintained this position even after the Prince estate sent him a copy of a 2004 confidentiality agreement signed by Boxill, providing that any recordings and other materials created from Boxill's work with Prince "shall remain Paisley's sole and exclusive property,  shall not be used by [Boxill] in any way whatsoever, and shall be returned to Paisley immediately upon request.

Litigation ensued in Minnesota.

The Prince estate claims were settled in arbitration

Following the arbitration award, Boxill, RMA, and Deliverance, LLC, extended an offer of judgment to Comerica and Paisley, pursuant to Fed. R. Civ. P. 68 (2019), to settle the additional claims in the Minnesota litigation. The Prince estate accepted the offer, and judgment entered on the remaining claims. As part of the settlement, Boxill, RMA, and Deliverance, LLC, executed a "Confidential Settlement Agreement" which assigned to the Prince estate "all claims they possess which relate to or arise from legal advice [and] services provided by [Brown & Rosen] and [Attorney Brown]."

Suit was filed in Massachusetts

Two considerations are particularly important in the context of a conflict regarding assignability: protecting the justified expectations of the parties and effectuating the policy of the State "with the dominant interest" with respect to the issue of assignability. Restatement (Second) of Conflict of Laws ยง 208 comment b.

Applying Massachusetts law would protect the justified expectations of Attorney Brown, his law firm, and his clients. Massachusetts law has long permitted the assignment of legal malpractice claims, see New Hampshire Ins. Co. v. McCann, 429 Mass. 202, 208-209 (1999), and Attorney Brown, as a Massachusetts lawyer practicing in a Massachusetts firm, would reasonably expect that his clients might assign their legal malpractice claims against him.

...As Massachusetts has the most significant relationship to the assignability of the legal malpractice claim asserted against Attorney Brown and his law firm, Massachusetts law governs the issue.

(Mike Frisch)


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