Preservation of Unmodified Contractual Provisions in Copyright Assignments: Catala v. Joombas Co. Ltd.

Introduction

Catala v. Joombas Co. Ltd. is a summary‐order decision by the United States Court of Appeals for the Second Circuit dated June 3, 2025. Plaintiff–Appellant Juan Catala (d/b/a Majic Entertainment LLC and Adrawn Music Publishing) sued a group of music publishers and affiliates—including songwriter Hyuk Shin and several “Joombas” entities—alleging breach of multiple co‐publishing agreements.

The core dispute arose from three successive agreements: an initial co‐publishing agreement between Catala’s Majic entity and Shin (2009), a parallel agreement between Majic and the Reid defendants (May 2009), and a 2014 amendment modifying certain delivery obligations. Catala claimed that Shin failed to deliver compositions and assign copyright interests, and that the Reid defendants improperly settled with Shin without passing benefits to Majic. The district court dismissed most of Catala’s contract claims under Rule 12(b)(6) and later granted summary judgment to Shin on the remainder. Catala appealed the dismissals, the denial of leave to amend, and the summary judgment.

Summary of the Judgment

The Second Circuit affirmed the dismissal of Catala’s breach‐of‐contract claims against the Reid defendants, finding no contractual duty to demand deliveries or share settlement proceeds with Majic.
It vacated the partial dismissal of Catala’s claims against Shin for post-January 1, 2014 conduct, holding that the 2014 amendment did not alter the preexisting copyright‐division obligations.
It vacated summary judgment for Shin on earlier claims (pre-2014), concluding genuine disputes of material fact about whether Shin and his affiliates failed to deliver compositions and assign interests.
The court remanded for further proceedings consistent with these holdings.

Analysis

1. Precedents Cited

Orchard Hill Master Fund Ltd. v. SBA Commc’ns Corp. (830 F.3d 152): Established de novo review for Rule 12(b)(6) dismissals.
Marine Transp. Lines, Inc. v. Int’l Org. of Masters, Mates & Pilots (878 F.2d 41): Held that, when a contract is modified, unmodified terms remain in effect unless inconsistent with new provisions.
General Rule 12(b)(6) and Rule 56 standards: Clarify pleading and summary judgment requirements—plausibility of claims and absence of genuine dispute over material facts.

Those authorities shaped the court’s review. Under Marine Transportation, the Second Circuit treated the 2014 amendment as a partial modification, declining to infer that silence on copyright‐division implied repeal of earlier assignments.

2. Legal Reasoning

• Partial Dismissal Against Shin: The district court read the 2014 amendment as altering all of Shin’s delivery obligations. The Second Circuit disagreed, noting the amendment expressly “ratifie[d] and reaffirm[ed]” the original agreements except where modified. Because the amendment said nothing about dividing copyright interests, the earlier terms requiring Shin to assign 50% of his interest (ultimately a 25% share for Majic) remained operative.

• Dismissal Against the Reid Defendants: Catala alleged they breached by settling with Shin and not passing on proceeds to Majic. The court found no contractual clause imposing such duties on the Reid defendants, so the claim failed as a matter of law.

• Summary Judgment for Shin: On the surviving pre-2014 claims, Shin moved for summary judgment, arguing there was no evidence he or his affiliates failed to deliver compositions or assignments. The Second Circuit pointed to deposition testimony suggesting (a) Joombas entities were “affiliates” of Shin, (b) Shin routed compositions and income through those affiliates without notifying Majic, and (c) he never passed through assignments or royalties. That testimony created triable issues under the first agreement’s broad “Affiliate” definition and delivery requirements, so summary judgment was improper.

3. Impact

This decision underscores several important points for contract and copyright practitioners:

Partial Amendments: Parties cannot assume an amendment’s silence on existing terms extinguishes those terms. Any change must be explicit.
Affiliate Definitions: Broad contractual definitions of “affiliates” may expose principals to liability for conduct of related entities. Careful drafting and corporate separation are critical.
Summary Judgment Caution: Deposition testimony about corporate structure and internal revenue flows can defeat summary judgment on transfer and assignment obligations.

Complex Concepts Simplified

Summary Order: A non‐precedential appellate ruling that resolves a case without full published opinion but may be cited under specific rules.
Rule 12(b)(6): A procedural rule allowing dismissal when a complaint fails to state a plausible claim.
Rule 56/Summary Judgment: An adjudication when no factual disputes exist and one side is entitled to judgment as a matter of law.
Contract Modification: When parties amend an agreement, only the expressly changed provisions are altered; unmodified clauses survive.
Undivided Copyright Interest: A shared ownership interest in a work, where each party holds a percentage of the whole, not specific portions of the work.

Conclusion

Catala v. Joombas Co. Ltd. clarifies that partial contract amendments do not implicitly repeal unaddressed provisions. Copyright‐assignment agreements must expressly modify or reaffirm each term, or risk preserving original obligations. The decision also affirms that depositions establishing affiliate relationships and undisclosed revenue streams can defeat summary judgment on delivery and assignment claims. This ruling will guide future disputes over contract amendments, affiliate structures, and enforcement of co‐publishing agreements.