United States District Court, S.D. Florida, Miami Division
ORDER ON COLORADO RIVER ABSTENTION MOTION
Jonathan Goodman UNITED STATES MAGISTRATE JUDGE
Robert Crane, Pandisc Music Corp., and Whooping Crane Music,
Inc., referred to here as the “Crane Defendants,
” move to stay this action pending the resolution of a
state court action. [ECF No. 243]. The Crane Defendants
invoke the so-called Colorado River abstention
doctrine and this Court's inherent
authority. Plaintiffs Garfield Baker and Byron Smith
and Intervenor Plaintiffs Music Specialists, Inc. and Sherman
Nealy filed an omnibus opposition response. [ECF No. 252].
The Crane Defendants filed a reply. [ECF No. 262].
reasons outlined below, the Court grants the
abstention motion. This case is stayed
pending resolution of the state court action titled
Pandisc Music Corp., et al. v. Butler, et al., Case
No. 06-07709, filed in the Eleventh Judicial Circuit in and
for Miami-Dade County, Florida.
lawsuit is but one of several concerning the rights to
certain musical works. The prior lawsuits include: (1)
Pandisc Music Corp., et al. v. Butler, et al., Case
No. 06-07709, in the Eleventh Judicial Circuit in and for
Miami Dade County; (2) Pandisc Music Corp., et al., v.
Warner/Chappell, et al., No. 09-CV-20505, in the U.S.
District Court for the Southern District of Florida; (3)
Pandisc Music Corp., et al., v. Tony Butler, et al.,
Case No. 10-59481, in the Eleventh Judicial Circuit in and
for Miami Dade County; and (4) Garfield Baker, et al., v.
Warner/Chappell, et al., Case No. 14-019088 in the
Eleventh Circuit in and for Miami-Dade County. The following is
a brief history of the parties, their disputes, and the
lawsuits they spawned:
1983, Nealy founded Music Specialists, a company that engaged
several music artists, including Baker and Smith, who
performed under the stage name “Freestyle, ” and
Defendant Robert Butler,  whose stage name was “Pretty
Tony.” Between 1984 and 1987, Baker, Smith, Butler, and
Nealy authored or co-authored some or all of the 14 musical
works at issue in this case. Music Specialists claims that it
was the first party to record, publish, and distribute those
works. And in fact, Music Specialists filed the original
copyright registrations for many of the songs.
Specialists was administratively dissolved in 1986. Around
the same time, Music Specialists' founder, Nealy, was
incarcerated, and he remained so until 2008. Between 1989 and
1992, the Crane Defendants entered into several licensing
agreements with Butler and two of his companies: Captain
Productions, Inc. and C-Tan Music. According to the Crane
Defendants, the agreements granted Pandisc and Whooping Crane
exclusive licensing rights to a plethora of musical works,
including the 14 works implicated in this case. The Crane
Defendants claim that, before entering into those agreements,
Butler had represented that he had acquired all rights to the
songs from Music Specialists.
point, the Crane Defendants became convinced that Butler,
Captain Productions, and C-Tan Music were telling third
parties that Pandisc and Whooping Crane did not have
any licensing rights to the subject works. The Crane
Defendants believed these statements to be false and sought
to enjoin them. So in 2006, the Crane Defendants sued Butler,
Captain Productions, and C-Tan Music in Florida state court,
under the lawsuit titled Pandisc Music Corp., et al. v.
Butler, et al., Case No. 06-07709. This is the pending
state court case for which the Crane Defendants seek an
2008, Butler, through a newly-created company named 321
Music, entered into a different licensing agreement with
Defendants Artist Publishing Group, LLC or Warner/Chappell
Music, Inc., or both. The Crane Defendants claim that the
2008 agreement purports to license the same songs that
Pandisc and Whooping Crane have exclusive rights over under
their earlier agreements with Butler, Captain Productions,
and C-Tan. So in 2009, Pandisc and Whooping Crane sued 321
Music, Warner/Chappell Music, Artist Publishing Group, and
Atlantic Recording Corporation in federal court, under the
case titled Pandisc Music Corp., et al., v.
Warner/Chappell, et al., No. 09-CV-20505. Smith and
Baker intervened in that case, claiming to be the rightful
owners of the musical works' copyrights.
parties to the 2009 federal case entered into a mediated
settlement agreement. The agreement covered, among other
things, what royalties Baker and Smith would each receive for
the musical works. United States District Judge Federico
Moreno dismissed the 2009 federal case with prejudice,
agreeing to retain jurisdiction to enforce the agreement if
the parties filed the agreement of record by a certain time.
The parties did not do so, but nonetheless later moved to
compel enforcement of the settlement agreement.
parties, except Baker and Smith, would come to withdraw their
motions to compel after entering into an amendment to the
settlement agreement. Baker and Smith were not signatories to
the amendment, a situation which has since grown into a hot-
button issue. Judge Moreno ultimately denied all motions to
enforce, finding that he lacked subject matter jurisdiction
to resolve the post-settlement contractual disputes.
that, the Crane Defendants supposedly learned that Butler had
committed fraud concerning the mediated settlement agreement.
So in 2010, Pandisc and Whooping Crane sued Butler and 321
Music for fraud in Florida state court, under the lawsuit
titled Pandisc Music Corp., et al., v. Tony Butler, et
al., Case No. 10-59481. Pandisc and Whooping Crane
obtained judgments in that case against Butler and 321 Music,
and the judgments were affirmed on appeal.
2014, Baker and Smith, acting pro se, filed this
action, raising several copyright infringement claims, among
others. [ECF No. 1]. Judge Lenard dismissed the original
complaint and the amended complaint due to several pleading
deficiencies. [ECF Nos. 89; 119]. After that, the parties
consented to full magistrate-judge jurisdiction, and Judge
Lenard referred the case to me. [ECF Nos. 135; 140-41].
Following Plaintiffs' second amended complaint, the Court
dismissed with prejudice the four non-copyright infringement
counts and dismissed without prejudice the copyright
infringement counts. [ECF No. 175].
November 2016, Plaintiffs, still acting pro se,
filed the currently-operative third amended complaint. In the
third amended complaint, Plaintiffs allege that they are the
“copyright owners” or “co-owners” of
the works at issue. [ECF No. 182, ¶¶ 1, 4, 18, 26,
30, 52, 58]. But in response to the dismissal motions that
followed, Plaintiffs, now with the benefit of counsel,
clarified that they are the “beneficial
owners” of the works at issue and “assigned their
rights to Music Specialist[s] in exchange for
royalties.” [ECF No. 197, pp. 4-5 (emphasis added)].
2017, Nealy and Music Specialists moved to intervene in this
case. [ECF No. 212]. Nealy claimed that he is the sole owner
of Music Specialists, which, together with another affiliated
company, “have been the owner, exclusive publisher and
administrator of copyrights” for the works at issue.
[ECF No. 212-1, pp. 2-3]. Nealy also claimed that his
companies never assigned the rights to those works.
Crane Defendants, as well as Warner/Chappell Music and Artist
Publishing Group, who are both referred to here as the
“Warner Defendants, ” moved to dismiss the third
amended complaint. [ECF Nos. 188-89]. In September 2017, the
Court largely denied the motions to dismiss, and the Crane
Defendants and the Warner Defendants have since filed their
answers. [ECF Nos. 230; 241-42]. The Court also granted Music
Specialists and Nealy leave to intervene. [ECF No. 234].
as between state and federal courts, the rule is that the
pendency of an action in the state court is no bar to
proceedings concerning the same matter in the [f]ederal court
having jurisdiction.” Willson v. Bank of Am.,
N.A., 684 F. App'x 897, 899 (11th Cir. 2017)
(quoting Colorado River, 424 U.S. at 817). Federal
courts have a “virtually unflagging” obligation
to exercise the jurisdiction given to them. Id.
(quoting Colorado River, supra). So
“Colorado River abstention is particularly
rare” and only proper “when the circumstances are
exceptional.” Willson, 684 F. App'x at