Four musicians formed a band partnership, operating it to their mutual benefit and in relative harmony for almost 20 years.  They memorialized their understanding in a simple writing, drafted by one of them and reviewed, approved, dated and signed by each of them.

The band was unique.  Beyond the name, DEAD KENNEDYS - an attempt to evoke the ideals of John and Robert Kennedy and Martin Luther King, Jr. - as well as their reputation as punk rock provocateurs (which was considerable), the band members created together, funded together, and therefore owned together, their musical and other work through their partnership, which they called Decay Music.

The band conceived of the Decay Music partnership first and foremost as a democracy, collectively owned by the band’s four members, where decisions were made by the majority.  By this vehicle, they controlled their musical legacy - "a body of work," according to the trial court, "of enduring quality, critical importance and commercial value."

This "do-it-yourself" ethic was the hallmark of the partners’ relationship with each other and the outside world.  The trust and confidence they placed in one another was so great that the partnership allowed one of its partners - the band’s lead singer, Jello Biafra, doing business as Alternative Tentacles Records ("ATR") - to act as record label for the band, entrusting him with promoting, manufacturing and distributing the band’s records.

The dispute that arose between Biafra and the other Decay Music partners has its genesis here.  Biafra’s dual role as band member/partner first, and solo artist/record label second, came into conflict.  This in turn resulted in breaches of Biafra’s contractual and fiduciary duties, culminating in a fraudulent scheme to wrest perpetual worldwide control of the band’s recorded music from the partnership and the other Decay Music partners - in conscious disregard of their rights.

These were the findings of the jury, who heard and weighed the evidence in this case.  The trial court confirmed these findings in its Statement of Decision.  Substantial evidence supports them.

The case below also concerned the on-going relationship between Decay Music and ATR.  As the jury heard, on learning of Biafra’s fraud (revealed to the other partners by a now-former ATR employee), the partnership called a meeting and voted to terminate its agreement with ATR.  Biafra failed to attend the meeting, ignored the majority’s vote - and continued to sell records.

That the foregoing actions violated Decay Music’s rights was acknowledged in Biafra’s choice of litigation tactics.  Facing certain defeat on the declaratory and injunctive portions of the partnership’s complaint against him, Biafra sought on the eve of trial both to terminate the rights residing in the band partnership and to dissolve Decay Music entirely - all the while continuing unlawfully to sell the band’s records.

The trial court declined to effect a unilateral termination of the partnership’s rights in the band’s creative works, and Biafra’s appeal on that part of the trial court’s Statement of Decision has no merit.  The trial court granted Biafra’s petition to dissolve the partnership, however, finding "antagonistic feelings" among its partners.  In doing this, the trial court rewarded Biafra for his wrongful behavior in fostering the discord in the first place.  At the same time, it damaged the partners’ economic interests - without any evidence that the partnership could not continue to function to the partners’ mutual benefit - an abuse of discretion that this Court must correct.

On the other hand, if this Court finds that the trial court properly granted Biafra’s petition for dissolution, the remedy the trial court fashioned was an appropriate exercise of discretion.  A distribution or division in-kind of rights in the band’s creative works, as Biafra urges, would have the practical effect of handing back to Biafra (albeit on a non-exclusive basis) the distribution rights he lost by virtue of his failure to abide by his concomitant obligations - not to mention his fraud.  Instead, the trial court ordered a sale of the partnership’s intellectual property assets as a package of exclusive rights, realizing the full value of those assets while avoiding the potential for future mischief by Biafra, as well as future disputes among the partners, in the on-going handling of the band’s work.

Contrary to any suggestion otherwise, this case does not arise under federal copyright law; rather, it is founded in state contract law and the rights of partners under the Uniform Partnership Act.  The federal court has already so ruled. Dead Kennedys v. Biafra, 37 F.Supp.2d 1151, 1153-54 (N.D.Cal. 1999).

Substantial evidence supports the jury’s and the trial judge’s determinations under this law, and with some exception (as discussed in the cross-appeal), the jury and the trial court considered and fashioned a fair and equitable result.  The objections Biafra raises on appeal seek to undo 20 years of uninterrupted partnership history, as well as to deny justice to the Decay Music partnership.  This Court must reject them.

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last updated 06/22/04