Baldwin v. Blackground-Interscope Records, LLC

Background

Kevin Baldwin and Audrey Ducasse p/k/a Melli entered into a Recording Agreement on September 28, 2016. The agreement’s Governing Law Provision stated that disputes or litigation arising under the agreement would be submitted to the exclusive jurisdiction of the courts of Atlanta, Georgia. The same provision also contained an arbitration clause.

Baldwin filed this action in 2019. His amended complaint asserted, among other claims, that Ducasse breached her exclusive Recording Agreement with him. Ducasse’s counsel appeared before her deadline to answer and indicated that she intended to ask the court to require arbitration and pause the case while arbitration was considered. Baldwin then filed a second amended complaint that removed Ducasse, expressly to avoid that anticipated motion.

The court later dismissed that second amended complaint against Interscope Records because Ducasse was considered a necessary party, directing Baldwin either to pursue the breach claim against Ducasse in arbitration or to file another complaint adding her so that she could seek to compel arbitration. Baldwin filed a third amended complaint adding Ducasse. Her counsel later withdrew, and Ducasse did not answer. The court entered her default on March 18, 2022.

The claims against Interscope Records later settled. Baldwin then moved for a default judgment against Ducasse. The opinion states that the court had difficulty locating Ducasse and that information from a former lawyer suggested she did not know about the default-judgment motion or that the case was still pending. The opinion also states that mail sent to her docket address was returned as undeliverable.

Parties’ Positions

Baldwin acknowledged that the Recording Agreement provided for jurisdiction in Georgia and arbitration. He argued that Ducasse had waived or forfeited the forum-selection provision by appearing in the action, through herself or counsel, including by submitting a declaration supporting Interscope Records’ motion to dismiss, and by failing to move to compel arbitration or dismiss based on the forum provision.

The court questioned whether Ducasse should be considered to have appeared in the action in a way that waived the provision. Her counsel appeared before she answered, but Baldwin quickly removed the claims against her. Ducasse submitted her declaration when she was a nonparty and therefore could not enforce the forum-selection clause in that posture. After she was added back to the case, she was without counsel and may not have received notice; she never answered or moved to compel arbitration.

Court’s Action

The court stated that forum-selection clauses are generally valid and should be enforced unless enforcement would be unreasonable. It further stated that Ducasse’s repeated expression of a desire to enforce the arbitration clause supported the inference that she agreed the broader Governing Law Provision was enforceable. The court also stated that she should not be treated as having waived the forum-selection provision based on her conduct merely because she had not filed a response to a complaint in this action.

The court did not grant or deny Baldwin’s motion for default judgment and did not finally dismiss the case. Instead, Judge Sarah Netburn ordered the parties to file letter briefs, no longer than five pages, within two weeks addressing whether the action should be dismissed under the forum-selection clause.