throbber
Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 1 of 27
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`UNITED STATES DISTRICT COURT
`FOR THE WESTERN DISTRICT OF WASHINGTON
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`SA MUSIC, LLC and WILLIAM
`KOLBERT, AS TRUSTEE OF THE
`HAROLD ARLEN TRUST,
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`Plaintiffs,
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`v.
`AMAZON.COM, INC., AMAZON
`DIGITAL SERVICES LLC,
`VALLEYARM DIGITAL LIMITED,
`LENANDES LTD, GIACOMO VERANI,
`and LIMITLESS INT. RECORDINGS,
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` Defendants.
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`COMPLAINT FOR
`COPYRIGHT INFRINGEMENT
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`JURY DEMAND
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`Basis for Jurisdiction
`The Court has jurisdiction over the subject matter of this action against
`1.
`Defendants Google LLC, Valleyarm Digital Limited, Lenandes Ltd, Giacomo Verani,
`and Limitless Int. Recordings pursuant to 28 U.S.C. § 1338(a) because this is an action
`for copyright infringement arising under the Copyright Act of 1976, 17 U.S.C. §§
`101, 106, 115, 501, 602 et seq.
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`COMPLAINT 1
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 2 of 27
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`Introduction
`Plaintiffs are the legal and/or beneficial copyright owners of musical
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`works authored by Harold Arlen one of the premier composers of American music.
`Harold Arlen wrote or co-wrote some of the most popular modern songs,
`3.
`including Over the Rainbow from The Wizard of Oz and many other seminal works
`in the American songbook, including I’ve Got the World on a String, Stormy Weather,
`The Devil and the Deep Blue Sea, Come Rain or Come Shine, Get Happy, Ill Wind
`and It’s Only A Paper Moon.
`The Composition Chart annexed as Exhibit A provides a list of Plaintiffs’
`4.
`copyrighted compositions at issue in this case (the “Subject Compositions”).
`The works of Arlen have been recorded by the most prominent jazz and
`5.
`popular artists of all time, including Art Tatum, Art Blakey, Benny Goodman, Billie
`Holliday, Buddy Rich, Cab Calloway, Charlie Parker, Coleman Hawkins, Count
`Basie, Dean Martin, Dizzy Gillespie, Duke Ellington, Ella Fitzgerald, Etta James,
`Frank Sinatra, Fred Astaire, John Coltrane, Judy Garland, Lena Horne, Louis
`Armstrong, Miles Davis, Quincy Jones, Ray Charles, and Sarah Vaughan to name
`only a few. These monumental works of art are, quite literally, national treasures.
`These and other recordings of Plaintiffs’ copyrighted musical works
`6.
`have been pirated by the Defendants in this case. Defendants are all players in the
`digital music business that participate in, and jointly profit from, making digital
`phonorecord deliveries (i.e., downloads) of pirated recordings of the Subject
`Compositions.
`Digital phonorecord deliveries of musical recordings constitute a
`7.
`reproduction and distribution of the musical work embodied in the digital recording
`and require a license from the copyright owner of the musical composition, sometimes
`referred to as a “mechanical license.”
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`COMPLAINT 2
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 3 of 27
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`Defendants have failed to obtain any license that would authorize them
`8.
`to reproduce, distribute, or sell the recordings of the Subject Compositions identified
`on Exhibit B and, as a result, Defendants have infringed Plaintiffs’ exclusive rights of
`reproduction and distribution of the Subject Compositions, under 17 U.S.C. §§ 106(1)
`and 106(3).
`Further, the activity of making digital phonorecord deliveries of pirated
`9.
`recordings of the Subject Compositions does not qualify for a compulsory license or
`as a covered activity under Section 115 of the Copyright Act.
`10. A list of the pirated recordings of the Subject Compositions that
`Defendants have reproduced and distributed without authorization, including by
`making digital phonorecord deliveries, thus far identified, is set forth in the
`Infringement Chart annexed as Exhibit B.
`11. All of the recordings identified on Exhibit B are pirated. Plaintiffs have
`thus far identified over 220 pirated recordings of the Subject Compositions that have
`been separately reproduced and distributed as digital phonorecord deliveries by
`Defendants through the Amazon music store as set forth in the Infringement Chart
`annexed as Exhibit B. Defendants have infringed these works in a concerted and
`distinct distribution chain.
`Defendants’ Piracy is Massive and Flagrant
`12. The scope and flagrant nature of Defendants’ piracy cannot be
`understated. It is obvious that the recordings listed in Exhibit B are pirated by virtue
`of the scope of the Limitless catalog, the replication of the original album artwork
`(while removing the original label logos), and the continued distribution of legitimate
`versions of the recordings by the rightful record label owners on Amazon.
`13. Limitless, which has no web presence and no listing on Discogs.com, is
`selling recordings by virtually every well-known recording artist from the 1930s
`through the 1960s, including Frank Sinatra, Ella Fitzgerald, Miles Davis, Louis
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`COMPLAINT 3
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 4 of 27
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`Armstrong, Billie Holiday, Mel Torme, Ray Charles, Tony Bennett, and Judy
`Garland.
`In addition, strong evidence of the piracy can be gleaned directly from
`14.
`Amazon store from the comparison of the bootlegged Limitless catalog entries side-
`by-side with legal recordings being sold by legitimate record labels.
`15. For example, album cover art has been an essential part of the packaging
`and marketing and labels have taken great care to create album artwork commensurate
`with the music it accompanied. Not so with Limitless, which has often either stolen
`the album art and music wholesale or employed stock artwork for its bootlegged
`albums.
`Invariably, Limitless has simply applied a silver border with its name
`16.
`written around the original release artwork and obscuring the original label logo as
`exemplified by the following Amazon screenshots comparing the Limitless release
`with the original:
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`In many instances, the Amazon music store is selling the legitimate
`17.
`release by the original label side by side with Limitless’ bootlegged copy. For
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`COMPLAINT 4
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 5 of 27
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`example, in 1959, Atlantic Records released The Genius of Ray Charles, which
`included his acclaimed version of Come Rain Or Come Shine. The album is widely
`hailed and was ranked number 263 on Rolling Stone’s Top 500 albums of all time.1
`Atlantic is still selling the record but now, it has direct competition from Defendants,
`who have appropriated the recording and the album artwork and are selling their
`bootleg at a 32% discount side by side with the Atlantic original on Amazon:
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`https://www.amazon.com/s?k=the+genius+of+ray+charles+come+rain+or+come+shine&i=digital-music&ref=nb_sb_noss (11/29/2019)
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`18. Similarly, in 1957, Capitol Records released the album Alone, by Judy
`Garland, which included her recording of the Arlen composition I Gotta Right To Sing
`The Blues. Capitol sells the recording on the Amazon music store in direct
`competition with Defendants, who sell their pirated copy for a deep discount. In
`addition, Defendants have appropriated album artwork (eliminating the Capitol logo)
`as evidenced by the following the Amazon screenshot:
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`1 "263) The Genius of Ray Charles". Rolling Stone. New York. November 1, 2003. Archived from the
`original on June 15, 2009. Retrieved May 27, 2013.
`https://web.archive.org/web/20090615041624/http://www.rollingstone.com/news/story/6626052/263_the_genius_of_r
`ay_Charles (11/29/2019)
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`COMPLAINT 5
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 6 of 27
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`https://www.amazon.com/s?k=alone+judy+garland+right+to+sing+the+blues&i=digital-music&ref=nb_sb_noss (11/29/2019)
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`19. The Infringement Chart also includes no less than four full albums
`originally released by Capitol Records containing five Arlen works recorded by Frank
`Sinatra including It’s Only A Paper Moon, Get Happy, Last Night When We Were
`Young, Ill Wind, and his iconic version of I’ve Got The World On A String. Defendants
`appropriated the album artwork and sold each recording for less than Capitol.2
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`2 Defendants enhanced their version of the 1954 Capitol album Songs for Young Lovers
`by adding I’ve Got The World On A String. The song was one of the first recorded by Sinatra for
`Capitol Records in 1953, but was released as a single and was not part of Songs for Young Lovers.
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`COMPLAINT 6
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 7 of 27
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`20. Defendants have, on occasion, flagrantly bootlegged entire album’s
`devoted to Harold Arlen’s works. For example, in 1961, Columbia released
`recordings of 12 Arlen works on Tony Bennett Sings a String of Harold Arlen.
`Columbia is still selling the album, including on Amazon for $9.99. Defendants have
`bootlegged the entire album and are underselling Columbia’s legitimate version:
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`21. Similarly, in 1955, Clef Records (now Verve) released a dozen of
`Arlen’s works recorded by one of the greatest jazz pianists, Oscar Peterson. Verve is
`still selling the album and individual tracks, including on Amazon. Defendants have
`bootlegged the entire album and are underselling the Verve legitimate version:
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`COMPLAINT 7
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 8 of 27
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`In addition to the pirated recordings of Plaintiffs’ compositions,
`22.
`Defendants have distributed a broad and deep catalog of thousands of other pirated
`recordings through the Amazon store, including many entire albums of seminal
`musical works. For example, the Limitless catalog available in the Amazon store
`includes the following seminal albums:
`a. Elvis Presley’s debut album, Elvis Presley:
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`b. Surfin’ USA, by The Beach Boys:
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`c. James Brown’s debut album, Please, Please, Please:
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`COMPLAINT 8
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 9 of 27
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`d. Bob Dylan’s debut studio album, Bob Dylan:
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`e. Roy Orbison’s Crying:
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`23. All of this should have made it obvious that Limitless is operating a huge
`music piracy operation. Valleyarm and Amazon chose to ignore the evidence of piracy
`and to participate in the infringement on a massive scale.
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`COMPLAINT 9
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 10 of 27
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`24. To put this case in context, in 2007, Jammie Thomas-Rasset, a single
`mother of four in Brainerd, Minnesota, was found liable, after three separate jury
`trials, for copyright infringement for using file sharing software that enabled the
`unauthorized downloading and distribution of 24 recordings by the Goo Goo Dolls
`and Def Leppard, among others. The juries awarded statutory damages in all three
`trials of up to $80,000 per infringement. The Eighth Circuit Court of Appeals
`ultimately affirmed statutory damages in the amount of $9,250 for each infringed
`recording, for a total award of $222,000. Ms. Thomas-Rassett declared bankruptcy as
`she had “no other option.”
`In 2009, Joel Tenenbaum, a Massachusetts college student, who also
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`used file-sharing software that permitted others to download 30 recordings by Limp
`Bizkit and Blink-182, was found liable and the jury awarded statutory damages of
`$22,500 per recording, for a judgment that totaled $675,000 forcing Mr. Tenenbaum
`to file for Chapter 7 bankruptcy.
`26. Unlike Ms. Thomas-Rassett and Mr. Tenenbaum who were not alleged
`to have sold their infringing recordings or profited from their conduct, Defendants in
`this case have engaged in massive music piracy operation for the purpose of
`generating profits from their sales of pirated recordings and by other means.
`27. The copyright infringement operation detailed in this Complaint is only
`the latest in a long line of piracy schemes that have plagued composers, publishers,
`and record labels since the inception of the music industry over 100 years ago, when
`the perforated rolls used by player pianos to perform musical works were pirated. See
`Aeolian Co. v. Royal Music Co., 196 F. 926 (W.D.N.Y. 1912).
`28. As the technology employed by the music industry to reproduce musical
`works advanced, bootlegging efforts by music pirates kept pace. In the 1960s and
`1970s, organized criminal enterprises engaged in record and tape piracy operations
`on a scale that is dwarfed by the infringing conduct explained herein. Like the
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`COMPLAINT 10
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 11 of 27
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`Defendants in this case, the “tape pirates” and “record pirates” of years past
`unlawfully duplicated popular pre-existing recordings, and then claimed their liability
`was limited by the compulsory license provision of the 1909 Copyright Act, § 1(e).
`29. The landmark case Duchess Music Corp. v. Stern, 458 F.2d 1305 (9th Cir.
`1972) settled the issue as to whether tape pirates could limit their liability for piracy
`under the compulsory license provision of the 1909 Copyright Act. In Duchess, the
`defendant tape pirate engaged in the same conduct identified in this Complaint, and
`claimed her conduct was lawful because the compulsory license provision of the
`Copyright Act authorized the reproduction and distribution of the musical works
`embodied on the recordings she pirated. The Ninth Circuit rejected the argument,
`stating, “She may not continue her piracy under the flag of compulsory licensing.”
`The Duchess court concluded that the tape pirates’ activity was ineligible for a
`compulsory license and that reproduction of a musical composition on a pirated
`recording infringed the copyright in the composition, even when a compulsory license
`was claimed.3
`30. The holding in Duchess was codified when the Copyright Act was
`revised in 1976. The statutory bar against compulsory licensing of pirated recordings
`continues in the recent amendments to Section 115 of the Copyright Act, which
`provides that reproduction and distribution of pirated sound recordings is not a
`covered activity under Section 115 and is ineligible for a compulsory license.
`31. Defendants are nothing more than modern tape pirates and their conduct
`constitutes willful copyright infringement of the Subject Compositions in violation of
`
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`3 The criminal conduct of “tape pirates” became a priority of the Attorney General of the
`United States, Edward H. Levi, in 1975 when the Justice Department determined that decisions
`reached by four Circuit Courts of Appeals, including the Ninth Circuit in Duchess, rendered tape
`pirates criminally liable even where the statutory royalty was tendered. See Heilman v. Levi, 391
`F.Supp. 1106 (E.D.Wisc. 1975). Criminal copyright infringement sentences continue to this day.
`See Matter of Zaragoza-Vaquero, 26 I&N Dec. 814 (BIA 2016)(defendant sentenced to 33 months
`in prison and ordered to be removed from the United States for selling bootleg copies of music
`CDs at a Florida flea market, as a crime involving moral turpitude).
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`COMPLAINT 11
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 12 of 27
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`the United States Copyright Act [17 U.S.C. §§ 101, 106, 115, 501, 602 et seq.] (the
`“Copyright Act”).
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`SA Music, LLC
`32. Plaintiff SA Music, LLC is a Nevada limited liability company and Sam
`Arlen is the sole member of the company.
`The Harold Arlen Trust
`33. Plaintiff William Kolbert is the Trustee of the Harold Arlen Trust (the
`“Harold Arlen Trust”), a trust created by Harold Arlen in his will.
`Amazon
`34. Upon information and belief, Defendant Amazon.com, Inc. is a
`corporation organized under the laws of the State of Delaware with a place of business
`at 410 Terry Ave. N Seattle, WA 98109.
`35. Upon information and belief, Defendant Amazon Digital Services LLC
`is a limited liability company organized under the laws of the State of Delaware with
`a place of business at 410 Terry Avenue N, Seattle, WA 98109. Defendants
`Amazon.com, Inc. and Amazon Digital Services LLC are united in interest and shall
`be referred to, individually and collectively, as “Amazon”.
`36. Amazon has owned and operated a digital music store under various
`names since 2007, including “Amazon MP3” at launch and currently, “Amazon Music
`Store” or “Digital Music Store” that sells permanent downloads. Amazon currently
`offers a catalog of over 40 million tracks for sale as permanent downloads in the U.S.
`37. Amazon specifically selected and contracted with Valleyarm and/or
`Limitless to provide the Limitless digital music catalog to be sold through the Amazon
`music store on negotiated financial terms.
`38. Amazon received all of the recordings of the Subject Compositions
`identified on Exhibit B from Limitless and/or Valleyarm. Amazon then reproduced,
`distributed and sold these pirated recordings of the Subject Compositions through the
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`COMPLAINT 12
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 13 of 27
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`Amazon music store, without any licenses, as permanent downloads among other
`types of digital phonorecord deliveries identified herein.
`Valleyarm
`39. Upon information and belief, Defendant Valleyarm Digital Limited
`(“Valleyarm”) is a business entity organized under the laws of Australia with a place
`of business at Suite 1.09, 838 Collins Street, Docklands, VIC 3008, Australia.
`40. Valleyarm has distributed, and continues to distibute, digital music to the
`Amazon music store and has delivered thousands of recordings to the Amazon music
`store for sale throughout the U.S.
`41. Valleyarm specifically selected and contracted with Limitless to provide
`the Limitless digital music catalog to be sold through the Amazon music store on
`negotiated financial terms.
`42. At Limitless’ direction, Valleyarm unlawfully reproduced all of the
`pirated recordings of the Subject Compositions identified on Exhibit B, distributed
`them to Amazon, and unlawfully authorized Amazon to make digital phonorecord
`deliveries, as specifically set forth in Exhibit B.
`Limitless
`43. Upon information and belief, Defendant Lenandes Ltd (“Lenandes”) is a
`company organized under the laws of the United Kingdom with a registered office
`address at 10 Philpot Lane, London, England, EC3M 8AA.
`44. Upon information and belief, Defendant Giacomo Verani (“Verani”) is
`the sole director and shareholder of Lenandes and controls its operations.
`45. Upon information and belief, Defendant Limitless Int. Recordings is a
`business entity whose country of origin and business address are unknown to
`Plaintiffs and is controlled by Verani and/or is the trade name under which Verani
`and/or Lenandes are operating. Lenandes, Verani, and Limitless Int. Recordings are
`united in interest and shall be referred to, collectively, as “Limitless”.
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`COMPLAINT 13
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`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
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`

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`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 14 of 27
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`46. Upon information and belief, Limitless directly pirated pre-existing
`recordings embodying the Subject Compositions identified on Exhibit B, distributed
`them to Valleyarm and/or Amazon, unlawfully authorized Valleyarm’s distribution
`and delivery of the pirated recordings to Amazon for sale through the Amazon music
`store, and unlawfully authorized Valleyarm and Amazon’s making of digital
`phonorecord deliveries in Amazon’s music store as specifically set forth in the
`annexed Exhibit B.
`47. Upon information and belief, Limitless is simply duplicating recordings
`of the Subject Compositions made by others without permission and authorizing
`Valleyarm and Amazon to sell reproductions of the pirated copies for profit through
`the Amazon music store.
`Jurisdiction, Venue and Joinder
`48. This Court has personal jurisdiction over Defendants. Amazon has its
`principal place of business in Washington and all Defendants have purposefully
`availed or directed their infringing activities in Washington.
`49. Further, Plaintiffs’ copyright infringement claims arise out of (a) the
`reproduction and distribution of pirated recordings of the Subject Compositions listed
`in Exhibit B, occurring in Washington, directly by Defendants and/or at their
`purposeful direction and availment, including the sale of pirated recordings of Subject
`Compositions to Washington residents; or (b) transactions consummated within
`Washington between Valleyarm and Amazon, concerning reproduction, distribution
`and delivery of the pirated recordings of the Subject Compositions.
`50. Limitless intentionally directed its distributor, Valleyarm, to distribute
`the pirated recordings to Amazon in Washington for sale through the Amazon music
`store.
`
`51. Valleyarm and Limitless intentionally distributed and delivered the
`pirated recordings of the Subject Compositions identified in Exhibit B to Amazon,
`
`COMPLAINT 14
`
`
`
`
`
`
`
`
`
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
`
`

`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 15 of 27
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`and unlawfully authorized Amazon to reproduce these pirated recordings of the
`Subject Compositions through the Amazon music store and to sell permanent
`downloads to Washington consumers.
`52. Venue is proper in this District pursuant to 28 U.S.C §§ 1391(b), 1391(c)
`and 1400(a) because Amazon has its principal place of business in this state. In
`addition, Defendants are subject to personal jurisdiction in this Judicial District and
`have committed unlawful acts of infringement in this Judicial District.
`Joinder of Limitless, Valleyarm and Amazon is proper under Fed. R. Civ.
`53.
`P. 20 because Defendants are jointly and severally liable as members of a distinct
`distribution chain for the acts of copyright infringement identified herein.
`Harold Arlen
`54. Harold Arlen (1905–1986) was a master composer and a highly regarded
`contributor to the Great American Songbook. The son of a synagogue cantor, Arlen
`was born in Buffalo, New York and emerged as one of the greatest American
`composers and songwriters, writing extraordinarily complex melodies and harmonies
`that remained accessible to a broad popular audience.
`55. Early in his career, Arlen wrote songs for musicals, including the entire
`scores for Broadway shows such as Cotton Club Parade, Life Begins at 8:40, Bloomer
`Girl, St. Louis Woman, Jamaica and Saratoga, among others.
`56. Arlen was also active in Hollywood and composed the music for some
`of the greatest film musicals of all time, most notably all the music in the 1939 motion
`picture classic “The Wizard of Oz,” including Ding, Dong! The Witch Is Dead, We're
`Off To See The Wizard, and Over The Rainbow.
`57. Over The Rainbow, performed by Judy Garland in the film, won the
`Academy Award for Best Original Song. The song is one of the most enduring
`standards of the 20th century and was voted number one on the "Songs of the Century"
`list compiled by the Recording Industry Association of America and the National
`
`COMPLAINT 15
`
`
`
`
`
`
`
`
`
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
`
`

`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 16 of 27
`
`
`
`Endowment for the Arts. The American Film Institute also ranked Over The Rainbow
`the greatest movie song of all time.
`58. Arlen successfully collaborated with the greatest Tin Pan Alley lyricists,
`including “Yip” Harburg, Ira Gershwin, Johnny Mercer, Leo Robin and Ted Koehler.
`59. Arlen’s partnership with Harburg extended over many decades. With
`Billy Rose, they wrote It's Only A Paper Moon in 1933. They followed up with a
`successful revue, Life Begins at 8:40, which included lyric collaborations with his old
`friend, Ira Gershwin, including Fun to Be Fooled, You're A Builder Upper, and Let's
`Take A Walk Around The Block.
`60. Arlen was inducted into the Songwriters Hall of Fame in 1971 and was
`honored with its highest accolade, the Johnny Mercer Award, in 1982. In 1996, Arlen
`was honored and memorialized by the U.S. Postal Service with his own stamp:
`
`
`
`SA Music LLC and the Harold Arlen Trust
`61. Harold Arlen’s son, Sam Arlen, acquired the U.S. copyrights in the
`Subject Compositions between 1989 and 2015, by termination notices that he, as sole
`statutory heir under Section 304 of the Copyright Act of 1976, served and filed with
`Copyright Office.
`In 2018, Sam Arlen assigned the U.S. copyrights in the Subject
`62.
`Compositions, as set forth in the Composition Chart annexed as Exhibit A, along with
`
`COMPLAINT 16
`
`
`
`
`
`
`
`
`
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
`
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`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 17 of 27
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`all accrued causes of action, to his company, SA Music, LLC. SA Music, LLC is the
`legal and/or beneficial owner of the U.S. copyright in certain of the Subject
`Compositions as identified in Exhibit A, along with all accrued causes of action.
` Plaintiff Harold Arlen Trust acquired the U.S. copyrights identified in
`63.
`the Composition Chart annexed as Exhibit A by operation of will and through
`termination notices served and filed by Harold Arlen during his lifetime with the U.S.
`Copyright Office under Section 304 of the Copyright Act of 1976.
`64. Plaintiff Harold Arlen Trust is the legal owner of certain of the U.S.
`copyright in certain of the Subject Compositions as identified in Exhibit A, along with
`all accrued causes of action.
`The Subject Compositions
`65. Plaintiffs are the owners of the musical compositions listed in the
`Composition Chart annexed as Exhibit A (collectively, the “Subject Compositions”)
`that are the subject of this action.
`66. The copyrights for all the Subject Compositions have been registered and
`renewed with the U.S. Copyright Office, and each Subject Composition is the subject
`of a valid U.S. copyright. The Composition Chart annexed as Exhibit A identifies the
`copyright registration numbers for each of the Subject Compositions.
`67. Plaintiffs are the owner of a share in each of the Subject Compositions
`in the percentages listed on Exhibit A.
`68. As discussed more fully below, the Defendants have infringed, and are
`continuing to infringe, the copyright in each of the Subject Compositions by willfully
`reproducing and distributing them without a license.
`Background
`69. Before digital music distribution, recorded music was physically
`distributed through brick-and-mortar stores that were confined by the limitations of
`
`COMPLAINT 17
`
`
`
`
`
`
`
`
`
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
`
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`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 18 of 27
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`shelf space. Recording artists signed exclusive recording contracts with record labels
`in order to have their records pressed and distributed in national record stores.
`It is hard to imagine that a person walking into Tower Records, off the
`70.
`street, with arms full of CDs and vinyl records and claiming to be the record label for
`Frank Sinatra, Louis Armstrong and Ella Fitzgerald, could succeed in having that
`store sell their pirated copies directly next to the same albums released by legendary
`record labels, Capitol, RCA and Columbia, and at a lower price.
`71. Yet, this exact practice occurs every day in the digital music business,
`where there is unlimited digital shelf space (for example, there are more than 50
`million recordings in the Amazon music store) and a complete willingness by the
`digital music stores to seek popular and iconic recordings from any source, legitimate
`or not, provided they participate in sharing the proceeds.
`72. The iconic status of the pirated recordings of the Subject Compositions
`at issue in this case cannot be overstated. Any list of the most popular singers and
`musicians of any period between 1930 and 1970 would be replete with the artists who
`have recorded Plaintiffs’ musical works, some of them multiple times.
`73. All the recordings on the Infringement Chart (Exh. B) embodying the
`Subject Compositions are pirated copies, or “bootlegs.” Defendants’ digital
`phonorecord deliveries of these pirated copies were all made without authorization
`from the copyright owners of the sound recordings or those who originally “fixed”
`them as required by Section 115 (discussed below), and the copyright owners of the
`Subject Compositions.
`74. Defendants all generate illicit revenue for themselves when these and
`other pirated copies are sold or distributed. Plaintiffs have not authorized any
`reproduction or distribution of these pirate recordings of the Subject Compositions
`(or any identified on Exhibit B) and it is an infringement for which all the Defendants
`are jointly and severally liable.
`
`COMPLAINT 18
`
`
`
`
`
`
`
`
`
`MANN LAW GROUP PLLC
`107 Spring St.
`Seattle, WA 98104
`TELEPHONE: (206) 436-0900
`
`

`

`Case 2:20-cv-00105 Document 1 Filed 01/23/20 Page 19 of 27
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`The Pirated Recordings
`75. All of the recordings identified in Exhibit B are pirated. Defendants have
`taken recordings of the Subject Compositions – in which they hold no rights – and
`reproduced and distributed pirated copies of them to the public, for profit, without
`authorization.
`76. Virtually all of the recordings at issue in this case were originally made
`between 1930 and 1972.
`77. Since Limitless did not originally “fix” any of the relevant recordings,
`the only way for it to acquire the rights to duplic

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