Minder Music Ltd & Anor v Sharples

A settlement will not be set aside as an unconscionable bargain merely because it is hard, unequal or objectively unreasonable. The claimant must show unconscionable conduct involving morally culpable or improper exploitation of a disabling circumstance.

Joint authorship requires a significant and original contribution to the creation of the copyright work. A contribution to performance or production is insufficient. Contributions need not be equal, and copyright may be held in unequal shares. A producer who composes discrete musical material may therefore be a joint author, but only to the extent justified by that contribution.

The claim concerned copyright in the song Touch Sensitive, originally written by Mark E Smith and Julia Adamson and later released in a version produced by Steven Sharples.

Minder Music Ltd and Ms Adamson sought declarations concerning ownership of the copyright and denied that Mr Sharples had any interest. Mr Sharples relied on an alleged oral agreement, joint authorship arising from his work on the song, and a settlement agreement under which Ms Adamson transferred part of her interest to him. The central issues were whether the settlement was binding, whether any oral agreement had been made or authorised, and whether Mr Sharples had made a sufficient contribution to be a joint author.

1. Settlement agreement. The Settlement Agreement was valid and binding. Although Ms Adamson was in financial difficulty and the terms were more favourable to Mr Sharples, the evidence did not show that he knew the full extent of her difficulties or took unconscientious advantage of them. Applying the principles summarised in Boustany v Piggott (1995) 69 P. & C.R. 298 (PC), a hard or foolish bargain is insufficient without unconscionable conduct.
2. Alleged oral agreement and authority. No binding Canalot Agreement was proved. At most, there was an agreement to agree appropriate shares after production. Mr McMahon was not shown to be the Band’s manager and had neither actual nor ostensible authority to commit Mr Smith, Ms Adamson or the Band to sharing copyright. The principles of actual, implied and apparent authority in Norwich Union Life & Pensions Ltd v Strand Street Properties Ltd [2009] EWHC 1109 (Ch), Lloyd LJ’s decision on appeal [2010] EWCA Civ 444, and Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 Q.B. 480 did not assist Mr Sharples.
3. Joint authorship. Under section 10(1) of the Copyright, Designs & Patents Act 1988, joint authorship requires collaboration in a work whose contributions are not distinct. The relevant contribution must be significant, original and directed to creating the copyright work, rather than merely to its performance or interpretation. The approach in Bamgboye v Reed [2002] EWHC 2922 (QB) and the authorities there considered showed that contributions and shares need not be equal.
4. The Album Version’s lyrics constituted a sufficiently original adaptation, but Mr Sharples did not contribute to their authorship. He did make a small but significant original contribution to the music by composing and adding discrete string sections. His contribution justified a 20% share of the copyright in the music, not the one-third share claimed.

The court declined to make the declarations sought and was to hear counsel on any appropriate relief in light of the findings.