UK: Crosstown Traffic – Automatic Reversion Of Music Copyrights

Last Updated: 29 July 2009
Article by Ed Baden-Powell

If you are buying some hit songs, it is a question – rather like when hitching an intergalactic ride – of knowing where your towel is.1

A recent case, Crosstown v Rive Droite,2 upheld a reversion of copyright to songwriters – widely regarded as a bad move if you are a publisher.

This was despite the fact that the copyright in the songs concerned had already been assigned by the writers' publisher, Rive Droite, to a third party, Crosstown. Further, the writers did not serve the notices of breach that ultimately triggered the reversion until some ten months after the assignment.

The case has been causing quite a stir in music publishing circles. But, for publishers and purchasers of song catalogues, this is a case that should have "DON'T PANIC" written in large, friendly letters on the cover.

The facts of the case were highly unusual for a music publishing transaction. To put this case into context, it is worth looking at the relevant terms of the songwriter agreements.

Reversion for breach

The writers, Mark Taylor and Paul Barry, signed exclusive songwriter agreements (ESAs) with Rive Droite in the 1990s. Under each ESA, in the event of the publisher's material breach of contract (if unremedied within a 45-day cure period), all rights assigned to the publisher under the ESA would "forthwith revert" to the writer.

For a publisher, this particular cup of tea is almost, but not quite, entirely unlike tea. Under most standard-form ESAs, the effect of a publisher's material breach is to entitle the writer to serve notice terminating the "term" (i.e. the writer's songwriting term) – it would not result in the termination of the "retention period" (i.e. the exploitation period continuing after the term), let alone in a right for the writer to call for re-assignment of copyright, and still less in an automatic reversion of copyright.

Indeed, it is common to state explicitly that termination of the term does not affect the publisher's rights in the songs to which the publisher was entitled at the date of termination.

In contrast, the judge had no hesitation in finding that the clause concerned gave rise to an automatic reversion for unremedied breach. On the facts of the case, the publisher was in breach (for non-payment of royalties) and failed to remedy the breach within the cure period, so the copyrights reverted without further formality.

Counsel for Crosstown raised a number of subtle arguments to try to convince the judge otherwise. These were rejected roundly. In particular, the judge found that the clause could not be interpreted as an "agreement to re-assign"; nor was either writer required by his ESA to serve a cure notice within a reasonable time of becoming aware of the breach of contract, and (even if that were the case) the writers did not unreasonably delay.

The judge allowed only one issue of substance: whether or not there had been an automatic reversion of the non-UK copyrights. The judge would not, however, allow the point on procedural grounds: it had been raised very late in the case, and the court had been invited by both parties (in the claim and counterclaim respectively) to make a declaration about whether or not the copyrights had reverted – without distinguishing between UK and foreign copyrights for these purposes.

Reversion for liquidation

It is worth noting that each ESA also contained a provision that, in the event of the publisher's liquidation (other than for the purposes of reorganisation), all rights assigned to the publisher under the ESA would, to the extent permissible under law, revert to the writer on the day immediately preceding such event.

The judge commented that "it is questionable as to the extent to which insolvency principles would permit that clause to have effect". He did not expand on this, but such an arrangement may well be void as a matter of public policy (i.e. unenforceable as being contrary to the policy of the insolvency legislation).

The moral to draw from this story

In the absence of an automatic reverter of the kind at issue in this case, a publisher will not lose copyrights simply because it is in material or persistent breach of contract (or going bust).

The effectiveness of such a clause – as underlined by this case – does raise practical questions for publishers and catalogue purchasers alike, but not requiring Deep Thought. The answer here is not "42", but:

  • For publishers: robust rights acquisition. A publisher's standard ESA should ring-fence the retention period, even if the songwriting term can be brought to an end for publisher default. The case illustrates the risks inherent in agreeing to concede any form of automatic reversion (even where subject to cure). This is not say that the ESA should not contain a so-called Schroeder v Macaulay clause – i.e. where a publisher's failure to exploit a song at all within a defined period (e.g. the term plus two years) entitles the writer to call for a re-assignment of copyright in that song (subject to a cure period). From a legal perspective, such a clause is required to avoid issues of restraint of trade. From a commercial perspective, a song that is not worth exploiting is a song that a publisher can probably afford to lose. This is harmless (or mostly harmless).
  • For purchasers: due diligence. When acquiring a catalogue of songs, the purchaser (and any financier involved) needs suitable assurance that the catalogue is not vulnerable to reversion for any reason, whether contractual or statutory. To find an automatic reverter of any sort would be extremely rare and cause considerable concern. It should certainly be highlighted in any due diligence report. It should also be dealt with as a condition precedent to a sale and purchase agreement (for instance, by the prior execution of a confirmatory assignment).

In the words of the stewardess in an airliner with only one wing and an engine on fire: "please relax ... you are perfectly safe".


1 With apologies to Douglas Adams here and throughout.

2 Case: Crosstown Music Company 1, LLC v Rive Droite Music Limited & ors [2009] EWHC 600.

Article written for Entertainment Law Review.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.