This action arises from a composition and a recording that plaintiff, Jasmin Walia, allegedly co-authored with defendant Zohaib Khalid Khan (also known as Zack Knight). In [*2]2017, plaintiff and Knight entered into an agreement with defendant Saavn Holding, LLC, under which Saavn would maintain the right to exploit the works and plaintiff and Knight, as the artists, would together receive 50% of revenues accrued. Plaintiff claims that she is entitled to half the artists' share of revenue; that Saavn paid, and Knight received, royalties that should have been paid to plaintiff; and that Saavn is improperly retaining royalties owed to plaintiff.

On motion sequence 002, Saavn moves to dismiss plaintiff's breach-of-fiduciary duty claim; part of plaintiff's declaratory-judgment claim, and part of plaintiff's breach-of-contract claim. The motion is granted in part and denied in part.

On motion sequence 003, Saavn moves under CPLR 1006 to be discharged from the action as a neutral stakeholder. Plaintiff cross-moves under CPLR 6401 for an order appointing a temporary receiver. The motion and cross-motion are denied.

On motion sequence 004, Saavn moves to seal email communications concerning alleged settlement discussions. The motion is denied.

On motion sequence 005, nonparty, Saavn Media Limited moves to substitute itself for Saavn in this action. The motion is granted.

Plaintiff seeks a judgment declaring that under the agreement Saavn must pay 50% of the artists' royalties to her; that plaintiff is 50% co-writer and co-author of the recording that plaintiff did with Knight; that plaintiff terminated the agreement when Saavn breached the agreement and that the rights in the composition and recording reverted to her; and that the provision of the agreement allowing Saavn to keep the rights to the composition and recording in perpetuity was terminated when the agreement was terminated. (NYSCEF No. 32 at 9-10 [amended complaint].)

Saavn moves under CPLR 3211 (a) (1) to dismiss plaintiff's request for a declaration that plaintiff terminated the agreement and that the rights in the composition and recording reverted to her. (NYSCEF No. 30 at 8.) Saavn argues that the provision of the agreement that gives Saavn perpetual rights to the composition and recording survives termination of the agreement. (Id.) According to plaintiff, on the other hand, "the only reasonable interpretation [of the agreement] is that the grant of right is perpetual unless and until the Agreement is terminated pursuant to the termination clause." (NYSCEF No. 38 at 12.) To read the agreement as Saavn does, plaintiff contends, would render the termination clause "meaningless." (Id.) This court agrees with Saavn.

Section three of the agreement provides that the "Artists hereby irrevocably assign, transfer and convey, to Saavn all right, title and interest in and to the Works" (i.e., the composition and recording). (NYSCEF No. 2 at ¶ 3.2.) Section four provides that § 3 "survive[s] any termination or expiration of this Agreement." (Id. at ¶ 4.) In this way, § 3 imposes a limitation on § 4: That notwithstanding any termination of the agreement, Saavn retains its existing contractual rights to the composition and recording. To read the agreement as plaintiff suggests would impermissibly read out the survival clause. In contrast, to read the agreement as Saavn suggests does not read out the termination clause, because that clause would still have an effect on other contractual provisions. For instance, upon termination of the agreement, the artists are freed of their contractual obligations to provide "personal recording [*3]services"—including performances or "tagging" Saavn in online social media posts—and Saavn is freed of its obligation to pay the artists for those services. (NYSCEF No. 2 at ¶¶ 1, 2 ["Services" and "Compensation" sections].) The branch of the motion to dismiss the portion of the declaratory judgment claim that the recording rights reverted to plaintiff is granted.

The court declines, however, to dismiss plaintiff's request for a declaration that the agreement was terminated. Plaintiff alleges that she ended the agreement by termination notice in February 2023, as permitted under the agreement. (NYSCEF No. 2 at ¶ 53; NYSCEF No. 6 [termination notice].) Saavn has not explained how this constituted a failure to terminate the agreement.

Plaintiff alleges that Saavn breached its fiduciary duty to her by "allowing the creation of derivative works of the Composition . . . without her consent and by failing to ensure that the Plaintiff's 50% writing share of the original Composition remained protected and unchanged." (NYSCEF No. 32 at ¶ 76.) According to plaintiff, she and Saavn have a special relationship for fiduciary-duty purposes, because Saavn possessed the copyrights to the sound recording and composition, and owed royalty-accounting obligations to her. (Id. at ¶¶ 71, 74.) Plaintiff claims that Saavn breached its (asserted) fiduciary duty to her by allowing derivative works to be produced without plaintiff being permitted to participate as a writer in their production. (Id. at ¶ 76.) Saavn counters that plaintiff has not alleged that she has a special relationship with Saavn that would give rise to a fiduciary duty independent of Saavn's obligations under the contract. (NYSCEF No. 30 at 11-12.) Saavn's argument is more persuasive.

Plaintiff does not sufficiently allege the existence of "special circumstances" that would have converted the parties' contractual relationship into a fiduciary one, "such as control by one party of the other for the good of the other or creation of an agency relationship." (L. Magarian & Co. v Timberland Co., 245 AD2d 69, 70 [1st Dept 1997] [internal citations omitted].) Nor does plaintiff allege facts to support a "long enduring relation" of "trust and confidence" between her and Saavn. (Apple Records, Inc. v Capitol Records, Inc., 137 AD2d 50, 57 [1st Dept 1988].) The court is unpersuaded that Saavn's possession of recording and publishing rights and accounting obligations alone would constitute such special circumstances, as opposed to aspects of a contractual relationship. (See Brand Squared LLC v Ryse Up Sports Nutrition, LLC, 2024 NY Slip Op 31031[U], *7 [Sup Ct, NY County 2024] ["New York courts have held that an artist's assignment of rights to a record company in exchange for royalties is contractual and does not create a fiduciary relationship or duty."] [internal quotation marks omitted]; Universal-MCA Music Publ. v Bad Boy Entertainment, Inc., 2003 NY Slip Op 51037[U], *4-5 [Sup Ct, NY County 2003] [noting that "co-authors of a copyright generally do not owe a fiduciary duty" but that special circumstances existed when defendant "act[ed] in several capacities in the transactions between the parties, as a co-writer of the Compositions, co-owner of the copyrights for the Compositions, and President and CEO of Bad Boy that eventually released the Compositions on the Album"].)

The branch of Saavn's motion to dismiss plaintiff's breach-of-fiduciary-duty claim against it is granted. The court does not consider whether plaintiff's allegations about Saavn's conduct would state a claim for breach of fiduciary duty, were a duty to exist.

Plaintiff alleges that Saavn breached the parties' agreement by paying only Knight—including paying him royalties to which plaintiff is entitled. (See NYSCEF No. 32 at ¶ 58.) Plaintiff further alleges that Saavn breached the agreement by "by colluding with [Knight] to exclude the Plaintiff from writing participation both in the original Composition and in the Bollywood versions (without the Plaintiff's consent), and by failing to properly administer the Composition in accordance with its contractual and/or fiduciary duties." (Id.)

Saavn argues that the second portion of plaintiff's contract claim, based on alleged collusion and failure to administer the composition, should be dismissed. Saavn advances two grounds for dismissal: Plaintiff assertedly does not identify (i) which contract provisions Saavn allegedly breached, or (ii) which actions by Saavn constituted a breach of its composition-administration duties. (NYSCEF No. 30 at 15.)

This portion of plaintiff's breach-of-contract claim should not be dismissed. Plaintiff's allegations, liberally construed against the backdrop of the parties' agreement, are sufficiently pleaded. The agreement provides that 50% of all revenues Saavn receives from its exploitation of the composition are to be shared between plaintiff and Knight. (NYSCEF No. 2 at 4 ["Revenue Share" section].) Plaintiff alleges that Saavn colluded with Knight by negotiating writer shares for him on deals for Bollywood derivations of the composition but did not also provide those negotiation services to plaintiff. (NYSCEF No. 32 at ¶ 41.) Similarly, plaintiff alleges that Saavn, in administering the composition, was obligated to ensure plaintiff received her full share of payments, but that it did not do so. (See NYSCEF No. 32 at ¶ 31.) Therefore, plaintiff has stated a breach-of-contract claim based on her allegations that Saavn colluded with Knight and failed to administer the composition properly, thereby preventing plaintiff from receiving revenues generated from derivations of the composition.

Saavn's motion to dismiss this portion of plaintiff's breach-of-contract claim is denied.

On motion sequence 003, Saavn moves under CPLR 1006 to be discharged from liability in connection with plaintiff and Knight's claims and crossclaims for royalties. Specifically, Saavn seeks to be discharged with respect to royalties that accumulated after 2019—when Saavn says it learned that plaintiff and Knight disputed how their 50% should be split. Saavn also seeks to deposit with the court the royalties it now holds for the artists (and future royalties that it receives), pending this court's determination of plaintiff's and Knight's respective shares of the post-2019 royalties. (NYSCEF No. 49 at 2 [memorandum of law].) Plaintiff cross-moves for this court to appoint a receiver. The motion and cross-motion are denied.

On its CPLR 1006 motion, Saavn argues that it has no interest in whether plaintiff or Knight receives the post-2019 royalties, and therefore that it should be discharged from liability with respect to those royalties. Saavn says that it fears being subject to future claims by plaintiff or Knight, should Saavn distribute the post-2019 royalties to the wrong individual or do so using an incorrect proportion. (NYSCEF No. 49 at 3.) Knight and plaintiff argue that Saavn does not qualify as a CPLR 1006 stakeholder, because they each assert independent claims against Saavn. (NYSCEF No. 59 at 5; NYSCEF No. 64 at 2.) The court agrees with Knight and plaintiff.

CPLR 1006 provides that a stakeholder "is a person who is or may be exposed to multiple liability as the result of adverse claims." After commencing an interpleader action against multiple claimants, a stakeholder may move to be discharged from liability to any claimant. (See CPLR 1006 [a], [f].) If, however, the claimants have asserted independent bases for holding the purported stakeholder liable, then it is not dischargeable. (See Inovlotska v Greenpoint Bank, 8 AD3d 623, 624-625 [2d Dept 2004].) This is so even if the stakeholder has no interest in the funds claimed by the claimants. (See Birnbaum v Marine Midland Bank, N.A., 96 AD2d 776, 777 [1st Dept 1983].)

Both Knight and plaintiff assert independent claims against Saavn, separate from their contentions relating to (lack of) release of the disputed funds. Moreover, plaintiff and Knight have not limited these claims to actions Saavn took before 2019. Plaintiff claims that Saavn breached the parties' agreement "by colluding with [Knight] to exclude the Plaintiff from writing participation both in the original Composition and in the Bollywood versions (without the Plaintiff's consent)." (NYSCEF No. 32 at ¶ 58 [amended complaint].) Knight asserts that Saavn has failed to pay him money owed on a Bollywood version of the composition and that he has not seen royalty statements on the royalties from the Bollywood version since 2022. (NYSCEF No. 60 at 1-2.) These independent claims against Saavn belie its contention to be merely a neutral stakeholder for CPLR 1006 purposes.

Saavn misplaces its reliance on Joseph Roth Spray Trust v Toys R Us, Inc. (122 AD2d 114 [2d Dept 1986]) and Bisgeier v Prudential Ins. Co. (2 Misc 2d 857 [Sup Ct, Bronx County 1956]). In each of those cases, the court granted a partial discharge of liability to a stakeholder that had deposited funds in escrow, notwithstanding the presence of an additional claim against that stakeholder. But both cases involved claims against the stakeholder that were analytically tied to the subject of the main interpleader action in a way that is not true here. In Joseph Roth, the stakeholder was discharged from the entire amount held in an escrow account, leaving only the potential claim against it that it had failed initially to deposit the escrowed funds into an interest-bearing account. (See 122 AD2d at 116.) In Bisgeier, the insurer-stakeholder deposited the proceeds of several life-insurance policies into escrow after deducting amounts in "outstanding loan indebtedness and the premiums due at the time of the death of the insured from the face amount of the policies." (2 Misc 2d at 859.) The only claim against it was made by one of the interpleaded parties, who contended that she was entitled to the full face value of the policies without those deductions—i.e., that the funds sought to be paid into court did not fully discharge the stakeholder's (conflicting) legal obligations underlying the interpleader itself. (See 2 Misc 2d at 859, 860-861.) Here, on the other hand, both plaintiff and Knight are asserting against Saavn contractual claims that are legally and factually independent of their conflicting claims to the accrued royalties themselves. This case is thus more akin to Inovlotska and Birnbaum, in which the would-be stakeholder in each case was the subject of a tort claim that was related to, but analytically independent from, the conflicting claims of the interpleaded parties to the funds themselves. (See Inovlotska, 8 AD3d at 624-625; Birnbaum, 96 AD2d at 777.)

Given these independent claims by plaintiff and Knight against Saavn, it is not a mere [*4]stakeholder for CPLR 1006 purposes. Saavn's discharge motion is denied.^[FN1]

Plaintiff cross-moves for this court to appoint a temporary receiver to control distribution and exploitation of the composition and recording, and also to control the suspense account in which Saavn is maintaining the artists' accumulating royalty payments. (NYSCEF No. 64 at ¶ 5.) Plaintiff further requests that Saavn "account to the temporary receiver for the funds that it has received so far and how many streams/downloads it claims the release of the Recording and Composition has generated, plus generally details of all exploitation of the Recording and Composition and an update set of detailed accounts." (Id.) According to plaintiff, Saavn plans to merge with an Indian company, Saavn Media Limited, and "abscond halfway across the world with the artists' money," thus requiring plaintiff to bring an action in India to enforce any judgment obtained against Saavn. (Id. at ¶ 4.) Saavn counters that a receiver may not be appointed in an action for money damages and that plaintiff has not shown that her monetary interests would be lost or destroyed absent a receivership. (See NYSCEF No. 79 at 8 n 6 [memorandum in opposition].) Saavn's argument is more persuasive.

CPLR 6401 authorizes the court to appoint a receiver of property "where there is danger that the property will be removed from the state, or lost, materially injured or destroyed." Appointment of a "temporary receiver is an extreme remedy resulting in the taking and withholding of possession of property from a party without an adjudication on the merits." (Quick v Quick, 69 AD3d 828, 829 [2d Dept 2010] [internal quotation marks omitted].) The moving party must therefore establish the necessity for a receiver by clear and convincing evidence. (See McBrien v Murphy, 156 AD2d 140 [1st Dept 1989].) A court may appoint a receiver in an action for damages only when "the subject of the action is specific moneys." (Meurer v Meurer, 21 AD2d 778, 778 [1st Dept 1964].)

Although the court agrees with plaintiff that this action involves specific and identifiable funds, it declines to appoint a receiver here. Plaintiff and Knight both seek past and future royalties maintained by Saavn in its suspense account—a particular, determinable amount of money. But imposing a receiver would impose significant interference on Saavn's conduct of its business. (See Shapiro v Ostrow, 46 AD2d 859, 859 [1st Dept 1974] [imposing a receivership would "interfere with [defendants'] ability to . . . carry on their profession" and "is not justified by plaintiff's proof."].) Plaintiff has not shown by clear and convincing evidence that this interference is warranted because her interests in the composition, recording, and royalties would be "materially injured or destroyed" absent a receiver. (CPLR 6401 [a].)

With respect to the composition and recording, plaintiff is asking the court to appoint a receiver to administer the composition and recording copyrights under the parties' agreement. [*5]But plaintiff no longer holds the copyrights to the recording or composition (see NYSCEF No. 5 at ¶ 3.2)—Saavn does. Although plaintiff and Saavn have a concurrent right to exploit the composition and recording (see id. at ¶ 4 ["Revenue Share" section]), plaintiff does not explain how plaintiff's ability to use that contractual right would be materially injured absent a receivership.

As to past and future royalties, plaintiff has not provided clear and convincing evidence that the assets against which she would seek to enforce a judgment for those royalties will be removed imminently from the jurisdiction absent a receivership. Nor has she provided clear and convincing evidence that she would be unable to enforce a New York judgment against Saavn in another jurisdiction (e.g. India), even assuming Saavn's assets are transferred to that jurisdiction. Plaintiff thus has not established that her interest in those royalties "is in imminent danger of irreparable loss or waste," within the meaning of CPLR 6401, without a receiver. (Cyngiel v Krigsman, 192 AD3d 760, 762 [2d Dept 2021].)

Plaintiff relies on emails from Saavn, which indicate that Saavn will be ceasing operations in the United States, and that encourage the parties to settle the action lest they need to seek enforcement in India of any future judgment against Saavn. The court is unpersuaded, however, that the emails alone evince Saavn's intent to evade judgment enforcement through transferring its assets from the United States to India. Indeed, on this motion, Saavn moves for leave to pay those funds (and future artist royalties) into court, cutting against plaintiff's suggestion that Saavn will seek to evade enforcement of any judgment she obtains against it. (See Alexander v A. R. Z. Corp., 283 AD 656, 656 [1st Dept 1954] [counsel's open-court assertion that defendant "has no intention of foreclosing the mortgage and would not do so pending the trial of this action remove[d] any fear of loss of the corporation's property pending a determination of the merits of the controversy between the parties."].)

Plaintiff also does not show by clear and convincing evidence that her interest in the royalties would be irreparably harmed if all of Saavn's assets were transferred to India. Plaintiff does not suggest that Saavn's Indian successor corporation is insolvent or would otherwise be unable to satisfy any potential judgment for royalty-related damages. (See Mandel v Grunfeld, 111 AD2d 668, 688 [1st Dept 1985] [denying a motion for appointment of a receiver when "defendants are not insolvent and may respond in damages if necessary"].) Nor does plaintiff supply authority for her implicit assumption that having to enforce a New York judgment in India would irreparably harm her interest in the funds owed under the judgment.^[FN2] (Cf. VisionChina Media Inc. v Shareholder Representative Servs., LLC, 109 AD3d 49, 61-62 [1st Dept 2013] [holding that the potential for a creditor to face difficulties in obtaining a debtor's assets in a foreign jurisdiction, including having to deal with a "significant amount of [*6]bureaucracy," is insufficient to warrant an order of attachment if the record reflects that the creditor will ultimately be able to obtain the asserts].)

For these reasons, the branch of plaintiff's cross-motion seeking appointment of a receiver is denied. Given the denial of the receivership request, plaintiff's request that Saavn be required to provide an accounting to a receiver, once appointed, is denied as well.^[FN3]

On motion sequence 004, Saavn moves to seal email communications concerning alleged settlement discussions. The emails are dated February 19, 2024, and February 23, 2024, respectively, and labeled "Confidential Settlement Communication." (NYSCEF Nos. 65, 66].) Saavn argues that settlement discussions should remain private, because public disclosure would negatively affect its ability to resolve claims with other artists. (NYSCEF No. 70 at 3.) Plaintiff and Knight do not oppose this motion.

The court concludes that the emails should not be sealed. There is "a broad presumption that the public is entitled to access to judicial proceedings and court records." (Mosallem v Berenson, 76 AD3d 345, 348 [1st Dept 2010].) 22 NYCRR 216.1 provides an exception. It permits the court to seal a document in cases where the party moving to seal the document has shown good cause for doing so. (See id. at 349.) Good cause exists when "public access to the documents at issue will likely result in harm to a compelling interest of the movant." (Id.) Saavn appears concerned that nonparties in future copyright-related disputes with Saavn will use the "prior settlement information [from this action] as an artificial threshold in evaluating the value of their own cases." (Matter of E. 51st St. Crane Collapse Litig., 106 AD3d 473, 474 [1st Dept 2013].) But this risk does not demonstrate good cause sufficient to overcome the presumption here. (See id.) Therefore, the court declines to seal the February 23, 2024, email, which contains a settlement proposal. The court further concludes that the February 19, 2024, email need not be sealed, because it contains merely a proposal to start settlement discussions.

On motion sequence 005, nonparty Saavn Media Limited moves under CPLR 1021 to substitute itself for defendant Saavn. Neither plaintiff, Knight, nor Saavn opposes. The court agrees that Saavn Media may properly be substituted for Saavn under CPLR 1018 and 1021, given Saavn's merger with Saavn Media. (See Bethpage Fed. Credit Union v Bouzaglou, 183 AD3d 541, 542 [1st Dept 2020].)

Accordingly, it is

ORDERED that the branch of Saavn Holdings's motion seeking dismissal of plaintiff's declaratory-judgment claim against it (mot seq 002) is granted only with respect to the aspect of that claim seeking a declaration that the recording rights reverted to plaintiff, and otherwise denied; and it is further

ORDERED that the branch of Saavn Holdings's motion seeking dismissal of plaintiff's [*7]breach-of-fiduciary duty claim (mot seq 002) is granted; and it is further

ORDERED that the branch of Saavn Holdings's motion seeking partial dismissal of plaintiff's breach-of-contract claim (mot seq 002) is denied; and it is further

ORDERED that Saavn Holdings's CPLR 1006 motion to be discharged from the action as a neutral stakeholder (mot seq 002) is denied; and it is further

ORDERED that plaintiff's CPLR 6401 cross-motion for an order appointing a temporary receiver (mot seq 003) is denied; and it is further

ORDERED that Saavn Holdings's motion to seal (mot seq 004) is denied; and it is further

ORDERED that Saavn Media Limited's motion to substitute itself for Saavn Holdings, LLC as defendant and interpleader plaintiff in this action (mot seq 005) is granted, and the caption is amended accordingly; and it is further

ORDERED that the balance of the claims in this action are severed and shall continue; and it is further

ORDERED that Saavn Media Limited serve a copy of this order with notice of its entry on plaintiff and Knight and on the office of the General Clerk (by the means set forth in the court's e-filing protocol, available on the e-filing page of the court's website, https://ww2.nycourts.gov/courts/1jd/supctmanh/E-Filing.shtml), which shall amend the caption and update its records accordingly.