Judge Gail Killefer, Case Number: 24STCV29399, Date: 2025-04-16 Tentative Ruling

MOVING PARTY: Defendants Lisa Dawn Miller, Ron Miller Songbook Publishing LLC; and Ron Miller Legacy Songtrust LLC

TENTATIVE: Defendants’ demurrer to the 1st cause of action for declaratory relief is overruled. The demurrer is sustained with 10 days leave to amend as to the third cause of action for breach of fiduciary duty. The motion to strike is granted with 10 days leave to amend. The court sets the OSC RE: Amended Complaint for May 7, 2025, at 8:30 a.m., and continues the Case Management Conference to that date and time. Defendant to give notice.

On November 8, 2024, Julie Moss (“Julie”) and Mark Miller (“Mark”) (collectively “Plaintiffs”) filed this action against Lisa Dawn Miller (“Lisa”), Ron Miller Songbook Publishing LLC (“Songbook”), Ron Miller Legacy Songtrust LLC (“Songtrust”), and Does 1 to 10.

This action concerns an accounting dispute between the children of Ron Miller, a renowned producer and songwriter. The operative First Amended Complaint (“FAC”) alleges three causes of action: (1) Declaratory Relief RE: Direct Payment, (2) Accounting, and (3) Breach of Fiduciary Duty of Disclosure.

Defendants demur to the 1st and 3rd causes of action in the FAC and move to strike the FAC. Plaintiffs oppose the Motion. The matter is now before the court.

A demurrer is an objection to a pleading, the grounds for which are apparent from either the face of the complaint or a matter of which the court may take judicial notice. (CCP § 430.30(a); see also Blank v. Kirwan (1985) 39 Cal.3d 311, 318.)¿“To survive a demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.”¿(C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.)¿For the purpose of testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded.¿ (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-967.)¿A demurrer “does not admit contentions, deductions or conclusions of fact or law.”¿(Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)¿¿

¿Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof. (CCP § 435(b)(1); CRC, rule 3.1322(b).) The court may, upon a motion or at any time in its discretion and upon terms it deems proper: (1) strike out any irrelevant, false, or improper matter inserted in any pleading; or (2) strike out all or any part of any pleading not drawn or filed in conformity with the laws of California, a court rule, or an order of the court. (CCP, § 436(a)-(b); Stafford v. Shultz (1954) 42 Cal.2d 767, 782 [“Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded”].)¿¿¿¿

“Where the defect raised by a motion to strike or by demurrer is reasonably capable of cure, leave to amend is routinely and liberally granted to give the plaintiff a chance to cure the defect in question.” (CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal.App.4th 1141, 1146.) The burden is on the complainant to show the Court that a pleading can be amended successfully. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 348.)¿¿¿

Demurrer[1]

The Court may take judicial notice of records of any court of record of the United States. (Evid. Code, § 452(d)(2).) However, the court may only judicially notice the existence of the record, not that its contents are the truth. (Sosinsky v. Grant (1992) 6 Cal.App.4th 1548, 1565.)

Exhibit 1: A true and correct copy of the Complaint for (1) Declaratory Relief Re: Invalid Copyright Termination Notices, (2) Declaratory Relief Re: Direct Payment, (3) Accounting, and (4) Constructive Trust filed by Plaintiffs Julie Moss and Mark Miller on September 7, 2023 in the United States District Court for the Central District of California in the action entitled Julie Moss et al. v. Lisa Dawn Miller et al, Cas No. 2:23-cv07424,

Exhibit 2: A true and correct copy of the “Tentative Ruling on Defendants Lisa Dawn Miller, Ron Miller Songbook Publishing, LLC, and Ron Miller Legacy Songtrust, LLC’s Motion to Dismiss for Failure to State a Claim pursuant to Federal Rule of Civil Procedure 12(B)(6) [23]; and Defendant Sony Music Publishing (US) LLC’s Motion to Dismiss Pursuant to FRCP 12(b)(6) [27],” issued on December 15, 2023 by United States District Judge George H. Wu in the federal action entitled Julie Moss et al. v. Lisa Dawn Miller et al, Cas No. 2:23-cv-07424.

Exhibit 3: A true and correct copy of the “Final Ruling on Defendants Lisa Dawn Miller, Ron Miller Songbook Publishing, LLC, and Ron Miller Legacy Songtrust, LLC’s Motion to Dismiss for Failure to State a Claim pursuant to Federal Rule of Civil Procedure 12(B)(6) [23]; and Defendant Sony Music Publishing (US) LLC’s Motion to Dismiss Pursuant to FRCP 12(b)(6) [27],” issued on December 18, 2023 by United States District Judge George H. Wu in the federal action entitled Julie Moss et al. v. Lisa Dawn Miller et al, Cas No. 2:23-cv-07424.

Ron Miller (“Ron”) was a prolific American songwriter and record producer whose music has been recorded and performed by popular artists such as Stevie Wonder, Diana Ross, and Justin Bieber. (FAC, ¶ 1.) Plaintiffs are the children of Ron from his first marriage. (Id. ¶ 2.) Defendant Lisa is the daughter of his second wife, Aurora Miller (“Aurora”). (Ibid.)

After he died in 2007, under the 1976 Copyright Act, Ron’s wife, Aurora, obtained 50% interest in Ron’s copyright termination interest, and the other 50% went to his four biological children -- Plaintiff Julie, Plaintiff Mark, Defendant Lisa, and Lisa’s brother Angel -- with each child entitled to a 12.5% interest. (FAC, ¶¶ 3, 21.) Before Aurora died, she and Lisa executed copyright termination notices. (Id. ¶¶ 25-36.) “As of Aurora’s death, each of Julie, Mark, Lisa, and Angel were entitled to exercise 25% of the Copyright Termination Interest, such that Lisa cannot exercise the Copyright Termination Interest without the agreement of at least two” other interest holders. (Id. ¶ 35.)

In January 2022, Lisa announced that she had signed a publishing agreement with Sony Music Publishing (US) LLC (“Sony”) to administer Ron's song catalogue (the “Administration Agreement”), based on the termination notices executed by Lisa and Aurora. (FAC, ¶ 44.)

Lisa contends that Defendant Songtrust holds the majority interest in the Copyright Termination Interest and the purported Reverted Copyrights under the termination notices, that Lisa had the right to collect revenue generated by the Reverted Copyrights on behalf of Julie, and that Julie is not entitled to be paid directly for any revenue derived from the Reverted Copyrights. (Id. ¶ 57.) The FAC asserts that Sony had no objection to providing Julie with a copy of the Administration Agreement, but the Administration Agreement contained a confidentiality provision that required Lisa’s consent. (Id. ¶ 58.)

Sony further stated that if the termination notices executed were valid, Plaintiffs are entitled to a 12.5% of the receipts generated under the Administration Agreement. (Id. ¶ 59.) Moreover, Sony had no objection to paying the Plaintiffs directly, but the Administration Agreement required Sony to pay Lisa’s publishing vehicle and Lisa refused to alter the Administration Agreement, “insisting that she receive all monies directly, purportedly on behalf of the other Copyright Termination Interest holders—Julie, Mark, and Angel—even though Julie and Mark have never received a penny from Lisa.” (Ibid.)

Plaintiffs subsequently filed suit in Federal Court against Defendants and Sony requesting: 1) declaratory relief re: invalid copyright termination notices; 2) declaratory relief re: direct payment; 3) accounting; and 4) constructive trust. (RJN, Ex. 1-3.)

On December 18, 2023, the District Court agreed that Plaintiffs’ first cause of action was barred by the applicable statute of limitations and dismissed the claim with prejudice. (RJN Ex. 2, 3.) As the first cause of action was premised on the 1976 Copyright Act and was dismissed, the District Court had no way of exercising supplemental jurisdiction over the remaining claims. (RJN, Ex. 2.) Accordingly, the remaining claims were dismissed without prejudice so that Plaintiffs could pursue them in another forum. (RJN, Ex. 2, 3.)

Plaintiffs filed this action on November 8, 2024. Defendants filed a demurrer to the 1st cause of action for declaratory relief and to the 3rd cause of action for breach of fiduciary duty.

To state a declaratory relief claim, the plaintiff must allege a proper subject of declaratory relief and an actual controversy involving justiciable questions relating to the party’s rights or obligations. (See CCP § 1060; Jolley v. Chase Home Finance, LLC (2013) 213 Cal.App.4th 872, 909.)

“A complaint for declaratory relief is legally sufficient if it sets forth facts showing the existence of an actual controversy relating to the legal rights and duties of the parties under a written instrument or with respect to property and requests that the rights and duties of the parties be adjudged by the court .... If these requirements are met and no basis for declining declaratory relief appears, the court should declare the rights of the parties whether or not the facts alleged establish that the plaintiff is entitled to favorable declaration.”

The FAC asserts that Lisa has no right to: (1) receive or divest Julie and Mark’s proper share of royalties generated by the Reverted Copyrights, (2) conceal the terms of the Administration Agreement and accounting statements from Plaintiffs, and Lisa is not capable or trustworthy to perform her obligations with respect to the payment and accounting of royalties to Plaintiffs, such that Julie and Mark are entitled to direct accounting and payment by Sony. (FAC, ¶ 68.)

Defendants demur to the first cause of action on the grounds that that Plaintiffs have no right to demand accounting and payment from Sony either under the 1976 Copyright Act or the Administration Agreement because they are not parties to the Agreement. Defendants fail to address the other two requests for declaratory relief: Defendants’ right to receive or divest royalties and the right to conceal the terms of the Administration Agreement. Defendants do not claim that all three requests in the 1st cause of action are preempted by the 1976 Copyright Act.

“A demurrer cannot rightfully be sustained to part of a cause of action or to a particular type of damage or remedy.” (Kong v. City of Hawaiian Gardens Redevelopment Agency (2002) 108 Cal.App.4th 1028, 1047.) As Defendants’ demurrer fails to address the entire 1st cause of action, the demurrer is overruled.

“The elements of a cause of action for breach of fiduciary duty are the existence of a fiduciary relationship, its breach, and damage proximately caused by that breach.” (Meister v. Mensinger (2014) 230 Cal.App.4th 381, 395.) A fiduciary relationship is “any relation existing between parties to a transaction wherein one of the parties is duty bound to act with the utmost good faith for the benefit of the other party.” (Cleveland v. Johnson (2012) 209 Cal.App.4th 1315, 1338.) “Such a relation ordinarily arises where a confidence is reposed by one person in the integrity of another.” (Ibid.) “[B]efore a person can be charged with a fiduciary obligation, he must either knowingly undertake to act on behalf and for the benefit of another, or must enter into a relationship which imposes that undertaking as a matter of law.” (Ibid.)

The FAC asserts that “Defendants are in duty bound to act with the utmost good faith for the benefit of Plaintiffs with respect to the Reverted Copyrights in Ron’s song catalogue.” (FAC, ¶ 83.) “Defendants knowingly undertook to act on behalf and for the benefit of Plaintiffs when Defendants took control of the Reverted Copyrights, of which Plaintiffs and Defendants are co-owners, and entered into the Administration Agreement, under which Plaintiffs are bound and entitled to payment of royalties.” (Ibid.)

Defendants assert that no fiduciary duty exists and that the right to payment under the 1976 Copyright Act does not give rise to a fiduciary duty.

“Co-owners of a copyright do not have a fiduciary duty to each other based on that co-ownership itself.” (Gasery v. Kalakuta Sunrise, LLC (S.D.N.Y. 2019) 422 F.Supp.3d 807, 819.) “It is true that a co-owner of a copyright must account to other co-owners for profits earned from licensing or using the copyright.[Citation.] But courts have rejected the proposition that a duty to account to a co-owner is tantamount to owing a fiduciary duty.” (Willis v. Scorpio Music (Black Scorpio) S.A. (S.D. Cal., Jan. 19, 2016, No. 15CV1078 BTM(RBB)) 2016 WL 231313, at *4 [footnote omitted].) “Davies is correct that coowners of a copyright do owe ‘a duty to account for any profits he earns from the licensing or use of the copyright.’ [Citation.] But having a duty is not equivalent to having a fiduciary duty.” (Brian Jonestown Massacre v. Davies (N.D. Cal., Aug. 18, 2014, No. 13-CV-04005 NC) 2014 WL 4076549, at *5.)“[T]he duty to account for profits does not give rise to a fiduciary relationship.” (Celador Intern. Ltd. v. Walt Disney Co. (C.D. Cal. 2004) 347 F.Supp.2d 846, 854.) “[T]he contractual right to contingent compensation in the control of another has never, by itself, been sufficient to create a fiduciary relationship where one would not otherwise exist.” (Wolf v. Superior Court (2003) 107 Cal.App.4th 25, 30–31.)

The court agrees that the Defendants’ obligation to provide an accounting does not give rise to a fiduciary duty towards Plaintiffs. The FAC is also devoid of facts showing that Defendants knowingly assumed the role of fiduciaries towards Plaintiffs. Therefore, the demurrer to the third cause of action is sustained with leave to amend.

Item 2: The first sentence of Paragraph 5: “Lisa immediately began to exploit, to her own sole benefit, the ill-gotten reverted copyrights in Ron’s songs based upon the invalid and fraudulent notices of copyright termination.”

Item 6: The phrase “if the termination notices executed by Lisa purportedly on behalf of Aurora were enforceable” in Paragraph 59

The court agrees that the District Court has exclusive jurisdiction under the 1976 Copyright Act to decide the validity of the copyright termination notices executed by Aurora and Defendant Lisa. The court also agrees that the District Court conclusively decided this issue when it found that Plaintiffs’ right to challenge the validity of the termination notices were barred by the applicable statute of limitations. (RJN Ex. 1-3.) Accordingly, the court fails to see the relevance of the allegations questioning the validity of the termination notices and how they relate to and further Plaintiffs’ request for declaratory relief and claims for accounting and breach of fiduciary duty.

Plaintiffs may allege Lisa is not trustworthy and is incapable of performing her obligations concerning payment and accounting of royalties without questioning the validity of the termination notices, as this issue has already been litigated in District Court. Any claim that Lisa unduly influenced Auora to execute the copyright terminations notices at the most shows that Lisa behaved in an untrustworthy manner towards Auora, but not towards Plaintiffs and does not show that Lisa failed to pay the royalties due. Plaintiffs fail to explain how Lisa’s untrustworthy character gives the Plaintiffs the right to request direct accounting from Sony and supports their claim for accounting and breach of fiduciary duty.

Defendants’ demurrer to the 1st cause of action for declaratory relief is overruled. The demurrer is sustained with 10 days leave to amend as to the third cause of action for breach of fiduciary duty. The motion to strike is granted with 10 days leave to amend. The court sets the OSC RE: Amended Complaint for May 7, 2025, at 8:30 a.m., and continues the Case Management Conference to that date and time. Defendant to give notice.

[1] Pursuant to CCP §§ 430.41 and 435.5(a), the meet and confer requirement has been met. (Kleindienst Decl., ¶ 2; Steinsapir Decl., ¶¶ 5-6, Ex. 5.)