Paisley Park Enterprises, Inc. v. Boxill

Background

Paisley Park Enterprises, Inc. and Comerica Bank & Trust, N.A., as Personal Representative of the Estate of Prince Rogers Nelson, sued George Ian Boxill, Rogue Music Alliance, LLC, Deliverance, LLC, David Staley, Gabriel Solomon Wilson, Brown & Rosen, LLC, and Sidebar Legal, PC. The dispute concerns previously unreleased sound recordings by Prince Rogers Nelson. The plaintiffs allege that the defendants unlawfully possessed and commercially exploited the recordings. The defendants contend that the plaintiffs interfered with their lawful efforts to release them.

The plaintiffs alleged that George Ian Boxill had signed a 2004 Confidentiality Agreement with Paisley Park Enterprises stating that recordings and other physical materials resulting from his work with Prince belonged exclusively to Paisley and could not be used by Boxill. After Prince’s death, the defendants sought to distribute the recordings. Brown & Rosen, a Massachusetts law firm that advised Rogue Music Alliance and Boxill, prepared a March 16, 2017 letter stating that the recordings were a joint work by Prince and Boxill. The plaintiffs alleged that Brown & Rosen allowed the letter to circulate after receiving the Confidentiality Agreement and that defendants used the letter to promote distribution of the recordings.

Brown & Rosen’s Motion to Dismiss

Brown & Rosen moved under Federal Rule of Civil Procedure 12(b)(2), which permits dismissal for lack of personal jurisdiction. The court considered whether Brown & Rosen had sufficient minimum contacts with Minnesota and whether the plaintiffs’ claims arose from those contacts. The plaintiffs pointed to alleged nationwide sales, communications with the Prince Estate, advice encouraging distribution, licensing discussions, and the opinion letter concerning a contract involving a Minnesota entity.

The court concluded that the nature and quality of Brown & Rosen’s contacts strongly weighed against jurisdiction. Brown & Rosen did not directly sell the recordings, was not a Minnesota law firm, did not represent Minnesota clients in this matter, and was not alleged to have been compensated by the Prince Estate, traveled to Minnesota, or solicited business there. The court held that the firm’s emails, phone calls, opinion letter, and alleged encouragement of distribution were not sufficiently directed at Minnesota. The court also rejected the plaintiffs’ argument under the intentional-tort effects test, reasoning that Brown & Rosen had sent the letter to out-of-state recipients and that effects in Minnesota, without additional purposeful contacts, were insufficient.

The court therefore granted Brown & Rosen’s motion to dismiss and dismissed the plaintiffs’ third amended complaint against Brown & Rosen without prejudice. The court also granted the plaintiffs’ motion to supplement the record with a newly produced document for the limited purpose of deciding the motion. The supplemental document did not change the court’s conclusion about personal jurisdiction.

Counterclaim for Tortious Interference

The defendants Boxill, Deliverance, Rogue Music Alliance, Wilson, and Staley asserted a counterclaim alleging tortious interference with contracts and prospective economic advantage. The plaintiffs moved under Rule 12(b)(6), which allows dismissal for failure to state a legally sufficient claim.

For the contract-interference theory, the defendants had to allege an actual contract, the defendant’s knowledge of it, intentional procurement of its breach, lack of justification, and damages. The defendants identified business partners with whom they had negotiated to promote and advertise the recordings, but they did not identify an actual contract with any partner. The court granted the plaintiffs’ motion as to this theory and dismissed the tortious-interference-with-contracts counterclaim without prejudice.

For the prospective-economic-advantage theory, the plaintiffs argued that the defendants had not identified a specific business partner or customer and had not alleged an independently wrongful act. The court concluded that the defendants identified Apple and Amazon through allegations about sales and pre-orders of “Deliverance.” The court also found that the allegations that the plaintiffs intentionally misrepresented the Confidentiality Agreement and a temporary restraining order, and then made unfounded legal threats, adequately alleged an independently tortious act at the motion-to-dismiss stage. The court therefore denied the plaintiffs’ motion as to the counterclaim for tortious interference with prospective economic advantage.

Order

Judge Wilhelmina M. Wright’s order granted the plaintiffs’ motion to supplement the record; granted Brown & Rosen’s motion to dismiss for lack of personal jurisdiction; dismissed the third amended complaint against Brown & Rosen without prejudice; granted in part and denied in part the plaintiffs’ motion to dismiss the counterclaim; dismissed the contract-interference counterclaim without prejudice; and denied as moot the plaintiffs’ earlier motion to dismiss the counterclaim.