Estate of George Bernard Worrell, Jr. v. Thang, Inc.; George Clinton

RECOMMENDED FOR PUBLICATION
Pursuant to Sixth Circuit I.O.P. 32.1(b)
File Name: 26a0154p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
ESTATE OF GEORGE BERNARD WORRELL, JR.,
Plaintiff-Appellant,
v.
THANG, INC.; GEORGE CLINTON,
Defendants-Appellees.
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No. 25-1863
Appeal from the United States District Court for the Eastern District of Michigan at Flint.
No. 4:22-cv-11009—F. Kay Behm, District Judge.
Argued: April 22, 2026
Decided and Filed: May 27, 2026
Before: BOGGS, BATCHELDER, and MOORE, Circuit Judges.
_________________
COUNSEL
ARGUED: Richard S. Busch, KING & BALLOW, Nashville, Tennessee, for Appellant. Erik
W. Scharf, THE SCHARF APPELLATE GROUP, Miami, Florida, for Appellees. ON BRIEF:
Daniel D. Quick, DICKINSON WRIGHT PLLC, Troy, Michigan, Jonathan B. Koch,
DICKINSON WRIGHT PLLC, Grand Rapids, Michigan, for Appellant. Erik W. Scharf, THE
SCHARF APPELLATE GROUP, Miami, Florida, James P. Allen, Sr., Peter E. Doyle, SCHENK
& BRUETSCH PLC, Detroit, Michigan, for Appellees.
_________________
OPINION
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KAREN NELSON MOORE, Circuit Judge. The year was 1997, and George Bernard
(“Bernie”) Worrell, Jr., stood on stage at the Rock & Roll Hall of Fame. Rock & Roll Hall of
>

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Fame, Parliament-Funkadelic’s Rock & Roll Hall of Fame Acceptance Speech | 1997 Induction,
YouTube (June 15, 2020), https://youtu.be/EmOmNz5Ak-g. He was there for his induction as
part of the pioneering funk group Parliament-Funkadelic (“P-Funk”). Although Worrell left P-
Funk in the early 1980s, he played a central role in its rise, working as a composer, arranger,
“keyboardist of astonishing ability,” and “one of a writing team of three . . . behind ‘hit after hit
in the heyday of P-Funk.’” R. 133-3 (Exner Report ¶ 24) (Page ID #3568) (citation modified).
Smiling to the side during Worrell’s remarks was the band’s charismatic leader, George Clinton,
decked out in a gilt robe and frizzy white wig, sunglasses resting on his forehead.
Beneath the surface of this celebration, which honored one of the 1970s’ most
groundbreaking and enduringly influential musical acts, lay a long-running and unresolved
dispute. Clinton’s and Worrell’s musical synergies never translated into a smooth or simple
legal relationship. Quite the opposite. Their decade of collaboration is littered with informal and
contested agreements, including a purported 1976 contract (“1976 Agreement”) granting Thang,
Inc. (Clinton’s company) full ownership of sound recordings that Worrell worked on, in
exchange for royalties. On top of that, Clinton and Thang were allegedly not in the habit of
paying Worrell, under the 1976 Agreement or otherwise. As Worrell’s wife Judie put it: Clinton
“was busy hauling in the funky dollar bills and NOT sharing with those who made the MUSIC
possible.” R. 134-12 (Judie Worrell Blog at 5) (Page ID #4199).
Worrell died in 2016. In 2019, his estate (the “Estate,” which is the plaintiff here) sued
Thang in New York state court for breach of contract, a claim that Thang successfully defended
on the ground that Worrell lacked a countersigned copy of the 1976 Agreement. In 2022, the
Estate changed tack and sued in federal court, seeking a declaration of its joint ownership of
recordings Worrell created with P-Funk and, in turn, an accounting of royalties due. Clinton and
Thang moved for summary judgment, arguing that the statute of limitations on the Estate’s
copyright claims had long since run. The district court agreed and entered judgment in the
defendants’ favor.
This is not a contract case, as the Estate’s contract claims under the 1976 Agreement
were decided in the New York court. Notwithstanding the 1976 Agreement’s invalidity, which
is now res judicata, the Agreement remains the focus of the Estate’s statute-of-limitations

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argument. Worrell, the Estate argues, justifiably understood that the Agreement, not federal
copyright law, governed his recordings with P-Funk. Accordingly, the Estate insists, Worrell’s
ownership rights under copyright law were not plainly and expressly repudiated until 2020 when
Clinton and Thang denied the Agreement’s validity, at which point the copyright-ownership
claims accrued. We agree with the Estate that genuine disputes of material fact preclude
judgment as a matter of law. Viewing the case’s highly unusual facts in the light most favorable
to the Estate, part of Worrell’s copyright-ownership claim is timely. We therefore REVERSE
the district court’s judgment and REMAND for further proceedings.
I. BACKGROUND
Worrell, “[a] classical-music child prodigy who attended the New England Conservatory
of Music and Juilliard,” began his “journey to the funk . . . by hanging around George Clinton’s
Newark, New Jersey barbershop.” R. 133-3 (Exner Report ¶ 33) (Page ID #3570). Worrell
worked with Clinton and his bands between 1969 and 1981. R. 133 (Pl.’s Mot. for Summ. J. ¶ 2)
(Page ID #3456); R. 145 (Defs.’ Resp. to Pl.’s Mot. ¶ 2) (Page ID #4591). Worrell’s legal
relationship with Clinton and P-Funk was informal at the outset. Clinton recalled, for instance,
an oral agreement according to which Worrell played at a rate of $200 per week. R. 133-5
(Clinton Dep. at 6–7) (Page ID #3613–14).1
There is little question as to Worrell’s creativity or the central role his efforts had in P-
Funk’s recordings. His work spans hundreds of songs in the P-Funk discography between 1970
and 1981. See R. 133-19 (App’x of Sound Recordings) (Page ID #3769–77); R. 145-2 (Works
by Year) (Page ID #4828–41). According to “The Authorized P-Funk Song Reference,” there is
“clear evidence of [Worrell’s] involvement on all of the band’s most commercially successful
tracks.” R. 133-3 (Exner Report ¶ 46) (Page ID #3572). And although Clinton’s top-down
vision animated much of the group’s work, it was Worrell who “provide[d] [P-Funk] with the
structural foundation,” creating a “sonic stew” and “radically charting the course of emerging
keyboard technology during the golden age of analog synthesis.” R. 133-5 (Clinton Dep. at 98–
1Our recitation of the facts views the evidence, as we must, in the light most favorable to the Estate and
draws reasonable inferences in the Estate’s favor. See Boyd v. N. Biomedical Rsch., Inc., 165 F.4th 424, 431 (6th
Cir. 2026).

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99) (Page ID #3631–32). Clinton viewed Worrell as “a founding member and Musical Director”
of P-Funk. R. 133-14 (Clinton Website at 2) (Page ID #3702). In this capacity he both worked
as a “musical arranger” and had a “significant role in the post-recording aspects of creating the
final sound recording[s].” R. 133-2 (Kohn Report ¶¶ 78, 91) (Page ID #3518, 3524) (emphasis
omitted).
In 1976, Thang and Clinton presented Worrell with a proposed contract—the 1976
Agreement—with the aim of layering a more formal legal structure atop the parties’ artistic
relationship. See R. 133-7 (Judie Worrell Dep. at 16, 48–49) (Page ID #3658–60); R. 133-6
(1976 Agreement) (Page ID #3643–3655).2 The 1976 Agreement’s effective date was January 1,
1976, it would run for a one-year term, and Thang had the option to extend for up to two
additional one-year terms. Id. ¶¶ 1(a), 16 (Page ID #3643, 3655). The 1976 Agreement required
Worrell to render his services as a recording artist “exclusively to [Thang]” during its term and
stated that “[a]ll masters recorded hereunder . . . , together with the performances embodied
thereon, shall be entirely and forever the property of [Thang].” Id. ¶¶ 1, 3 (Page ID #3643–44).
In exchange, the Agreement provided Worrell a $10,000 advance, union-scale payment for all
recording sessions, and set a schedule of royalties to be paid for sales of LPs containing
Worrell’s “performances hereunder.” Id. ¶ 5 (Page ID #3646–48). Worrell had the right under
the 1976 Agreement to conduct an accounting of Thang’s sales—i.e., to “appoint a certified
public accountant or attorney to inspect the books and records of [Thang]” and determine
royalties owed. Id. ¶ 6 (Page ID #3649). The Agreement contained a merger clause,
“supersed[ing] all prior negotiations, understandings and agreements between the parties hereto.”
Id. ¶ 13(a) (Page ID #3654).
Thang’s dealings with third parties suggested its understanding that the 1976 Agreement
governed the company’s relationship with Worrell. Years after 1976, Thang entered into
agreements with record companies and warranted that its assignment of rights to the companies
was free of any liens or encumbrances—i.e., did not violate anyone else’s copyright ownership.
2There is no direct evidence that the Agreement originated with Clinton and Thang. But the Agreement,
which lists “THANG, INC., c/o Weiss & Meibach, 888 Seventh Avenue, New York” as a party, R. 133-6 (1996
Agreement at 1) (Page ID #3643), coupled with the surrounding context and other evidence, allows for the
reasonable inference that it was presented to Worrell by the defendants.

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R. 131 (Warner Agreement at 5) (Page ID #3340); R. 132 (Casablanca Agreement at 25) (Page
ID #3388). Thang’s agreement with Casablanca Records expressly referenced the existence of
an “‘Exclusive Artist’s Production Agreement’ . . . relating to the recording services of the
recording artist known, as of the date hereof, as ‘Bernie Worrell.’” Id. at 8 (Page ID #3371).
After January of 1976, Worrell “worked under the idea that [the 1976 Agreement] was a
viable contract.” R. 133-7 (Judie Worrell Dep. at 16) (Page ID #3658). When Thang didn’t pay
him, Worrell commissioned an audit of Thang’s books (and those of Malbiz Music, Inc., a
related company), which determined he was owed nearly $150,000. R. 133-9 (Audit at 2–3)
(Page ID #3677–78). Worrell stopped working with Clinton and P-Funk in 1981. See D. 28
(Appellant Br. at 8). That same year, Worrell sued Thang, Malbiz, and Clinton, referencing the
1976 Agreement and Thang’s alleged failure to pay Worrell the royalties he was due thereunder.
R. 134-5 (1981 Compl.) (Page ID #4136–46). This suit led to two further agreements between
the parties, each executed in September 1982. First was a general release whereby Worrell, in
exchange for $20,000, “release[d] forever Thang, Inc., Malbiz Music, Inc., [and] George Clinton
. . . from any legal claims [Worrell] may have as of the date hereof . . . .” R. 133-10 (Release)
(Page ID #3693). Second, Worrell and Tercer Mundo, Inc. (apparently on behalf of Clinton and
his companies) signed a letter agreement whereby Worrell was to receive the sum of $130,000 in
semiannual installments over two years as consideration “for past services rendered” to Tercer
Mundo, Clinton, and his companies. R. 133-18 (Letter Agreement at 1) (Page ID #3767).
Worrell never received his due under those agreements, so in 1984 he sued Clinton again.
R. 134-6 (1984 Compl. ¶¶ 14–17) (Page ID #4152–53). Clinton filed for bankruptcy that same
year, listing among his debts $150,000 owed to Worrell for “Royalty Commissions.” R. 162-3
(Bk. Pet. at 4) (Page ID #5082).
Worrell died in June 2016, leaving his property—including intangible property and
intellectual property rights—to his wife, Judie Worrell, who is the Estate’s representative. R. 1
(Compl. ¶ 24) (Page ID #2); R. 1-2 (Will at 1) (Page ID #25). In 2019, the Estate sued Clinton
and Thang in New York state court, alleging that Thang had still failed to account for and pay
royalties owed to Worrell under the 1976 Agreement. R. 1-4 (2019 N.Y. Compl.) (Page ID #64–
86). In an affidavit produced in that litigation, Clinton, noting that the Estate’s copy of the 1976

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Agreement was not countersigned by Thang, swore under penalty of perjury that Thang never
signed such an agreement and that Clinton himself “did not sign the original or a copy of the
document.” R. 1-5 (Clinton Affidavit ¶¶ 2–4) (Page ID #87–88). The state court dismissed the
Estate’s suit on the ground that “no one signed [the 1976 Agreement] on behalf of Thang, Inc.”
and the Estate had done “nothing to refute [Clinton’s] testimony.” R. 33-2 (N.Y. Decision at 1)
(Page ID #210).
The Estate then brought this suit in Michigan federal court on the theory that, if the 1976
Agreement was never valid (i.e., if Worrell never bargained away his intellectual-property rights
to the recordings covered by that agreement), he is a co-owner of the recordings under federal
copyright law. R. 1 (Compl. ¶¶ 58–66) (Page ID #19–21). After discovery, both the Estate and
the defendants moved for summary judgment. R. 133 (Pl.’s Mot. for Summ. J.) (Page ID #3443–
81); R. 134 (Defs.’ Mot. for Summ. J.) (Page ID #3784–3836). The district court granted
judgment in favor of Clinton and Thang on statute-of-limitations grounds, R. 170 (Summ. J.
Mem. Op. at 15) (Page ID #5220), and the Estate timely appealed, R. 174 (Notice of Appeal)
(Page ID #5227).
II. ANALYSIS
A. Standard of Review
“We review a district court’s grant of summary judgment de novo.” Boyd v. N.
Biomedical Rsch., Inc., 165 F.4th 424, 431 (6th Cir. 2026). “A genuine dispute of material fact
exists if the evidence is such that a reasonable jury could return a verdict for the nonmoving
party.” Everly v. Everly, 958 F.3d 442, 448 (6th Cir. 2020) (quoting Peffer v. Stephens, 880 F.3d
256, 262 (6th Cir. 2018)) (citation modified). In determining whether such a dispute exists, “the
evidence is construed and all reasonable inferences are drawn in favor of the nonmoving party.”
Id. (quoting Burgess v. Fischer, 735 F.3d 462, 471 (6th Cir. 2013)).
B. Statute of Limitations
The 1976 Copyright Act governs our review of Worrell’s claim here. Under the Act, the
author of a protected work owns its copyright, and “[t]he authors of a joint work are coowners of

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copyright in the work.” 17 U.S.C. § 201(a). A person claiming to be a co-owner may sue in
federal court seeking declaratory relief, see Everly, 958 F.3d at 447, and such a claim must be
brought “within three years after [it] accrued,” id. at 450 (quoting 17 U.S.C. § 507(b)). Accrual
of a copyright claim is simple in the infringement context. Because “each infringement is a
distinct harm . . . ‘each new infringing act causes a new three year statutory period to begin.’”
Roger Miller Music, Inc. v. Sony/ATV Publ’g, LLC, 477 F.3d 383, 390 (6th Cir. 2007) (quoting
Ritchie v. Williams, 395 F.3d 283, 288 n.5 (6th Cir. 2005)). Thus, if a copyright owner files suit
against an infringer on January 1, 2026, the owner may recover only for acts of infringement that
occurred after January 1, 2023. The law treats copyright ownership claims like the Estate’s
differently, however. An ownership claim “accrues only once, and if an action is not brought
within three years of accrual, it is forever barred.” Id. (quoting Zuill v. Shanahan, 80 F.3d 1366,
1369 (9th Cir. 1996)). Following other circuits, we have held that an ownership claim under the
Copyright Act accrues “whenever there is a ‘plain and express repudiation’ of ownership by one
party as against the other.” Ritchie, 395 F.3d at 288 n.5 (quoting Aalmuhammed v. Lee, 202 F.3d
1227, 1230–31 (9th Cir. 2000)).
As with most legal terms of art, the meaning of “plain and express repudiation” is not
obvious on its face. And although we have repeatedly applied the concept, we have not given it
a precise definition. To determine when Clinton and Thang repudiated Worrell’s copyright
coownership, we therefore begin by looking to our prior cases and the principles they
incorporate.
The phrase “plain and express repudiation,” has its origin in the Ninth Circuit’s 1996
Zuill decision. See 80 F.3d at 1369. In that case, repudiation occurred when the defendant
“claimed sole ownership of the copyright by, among other things, claiming sole ownership in [a]
compensation agreement between himself and Zuill and providing Zuill with a copy of the
product which stated in writing that [the defendant’s] company owned the copyright.” Everly,
958 F.3d at 451 (citing Zuill, 80 F.3d at 1368, 1371). The Ninth Circuit used the term again in
Aalmuhammed, holding that a failure to acknowledge authorship in a film’s credits repudiated
ownership, but a discussion with the film’s producer in which the producer said he could

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“discuss [the issue of a screenwriter credit] further at some point” did not amount to plain and
express repudiation. 202 F.3d at 1231.
We imported the concept into our caselaw in Ritchie.3 There, Robert James Ritchie
(a.k.a. Kid Rock) “wrote a letter” to the defendants in which he “made it clear that he regarded
the songs he had written as his songs” and “openly claimed exclusive ownership of . . . the rights
to his songs.” 395 F.3d at 288. The letter, we held, triggered accrual of any claim by the
defendants that they owned copyright in the songs. Id. at 288 & n.5. Roger Miller Music
affirmed this understanding of repudiation as triggering operation of the accrual rule. 477 F.3d
at 390.
Everly added more meat to the bones of our copyright-accrual law, providing that “plain
and express repudiation” occurs when “the purported owner’s status as such is challenged by a
party with a competing claim of ownership.” 958 F.3d at 451. In so doing, Everly bound up the
doctrine with two more familiar legal concepts: adverse possession and inquiry notice. We
approvingly cited Zuill for its comparison of repudiation to adverse possession. Id.; see also
Zuill, 80 F.3d at 1370 (noting “similarity between co-ownership of a copyright, and tenancy in
common in real property”); Gaiman v. McFarlane, 360 F.3d 644, 654 (7th Cir. 2004) (“There is
a close analogy to the doctrine of adverse possession in the law of physical property.”). In that
sense, repudiation is like “[a]n express or implicit ouster of a cotenant by an unequivocal act of
ownership.” Zuill, 8 F.3d at 1370; see also 3 Melville B. Nimmer and David Nimmer, Nimmer
on Copyright § 12.05[C][1], Lexis (database updated 2026) (discussing adverse-possession
analogy and noting that “[t]he considerations at work here would seem to implicate equitable
notions”).
Everly also suggested that repudiation may be related to inquiry notice, quoting the
Seventh Circuit for the idea that “the copyright statute of limitations starts to run when the
plaintiff learns, or should as a reasonable person have learned, that the defendant was violating
his rights.” 958 F.3d at 450 (quoting Gaiman, 360 F.3d at 653). We noted, however, that other
3We are joined in our application of the Ninth Circuit’s principle in this context by at least three other
courts of appeals. Sumrall v. LeSea, Inc., 104 F.4th 622, 627 (7th Cir. 2024); Horror Inc. v. Miller, 15 F.4th 232,
257 (2d Cir. 2021); Cooper v. NCS Pearson, Inc., 733 F.3d 1013, 1016 (10th Cir. 2013).

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circuits’ decisions adopting an inquiry-notice standard have “all turned on whether the
plaintiffs’ claims had been ‘expressly repudiated,’ rather than any other nuance of notice rules.”
Id. at 450–51 n.8. We therefore deferred “consider[ation] [of] whether some conduct other than
express repudiation is sufficient to trigger the statute of limitations in [other] circuits or this one.”
Id.
Applying these principles, Everly recognized three circumstances that may constitute
plain and express repudiation. The first and “most straightforward means of repudiating a[n]
[ownership] claim is a direct statement from one party to another claiming exclusive rights to the
work.” Everly, 958 F.3d at 451. Second, a claim “may be repudiated if the work is published
but the plaintiff is not appropriately credited.” Id. at 452. Third, “courts have found that a co-
owner’s claim may be repudiated when she learns she is entitled to royalties she is not
receiving.” Id.
Everly is clear that the three means of repudiation are not yes/no tests to be applied in a
vacuum. They instead involve a context-dependent factual inquiry to determine whether the
purported repudiation is “actually . . . adverse to the plaintiff’s authorship status.” 958 F.3d at
453. Express repudiation, therefore, involves a plaintiff’s being “alerted to the potential
violation of his rights.” Id. (quoting Brownstein v. Lindsay, 742 F.3d 55, 70 (3d Cir. 2014)). In
sum, Everly, our other cases, and out-of-circuit law provide that “plain and express repudiation”
is subject to equitable considerations and demands careful consideration of the facts of each
case.4
Applying these principles to Worrell’s claim reveals a genuine dispute of material fact
regarding whether the statute of limitations bars the Estate’s claims of co-ownership over
recordings falling within the ambit of the 1976 Agreement. That agreement purported to assign
to Thang ownership rights to “[a]ll masters recorded hereunder . . . , free from any claims
4These considerations must also recognize that copyright ownership may be contracted away. Doing so
has distinct advantages, providing artists and publishers alike with clarity and certainty about ownership and
royalties. Importantly, however, “[t]he issue of copyright ownership is distinct from that of the copyright owner’s
entitlement to royalties when . . . he is not the publisher of the copyrighted work,” which is “a matter of contract.”
Gaiman, 360 F.3d at 655. “The existence of a dispute over a . . . contract,” therefore, may not necessarily “alert the
author to a challenge to his copyright.” Id.

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whatsoever by [Worrell].” R. 133-6 (1976 Agreement ¶ 3) (Page ID #3644). Had the
Agreement been validly executed, Worrell’s claim to ownership of any recordings he
participated in under the Agreement would have been extinguished from the outset. That is,
under the 1976 Agreement copyright ownership is what he intended to give up in exchange for
his right to royalties. But according to the New York Supreme Court, whose opinion the parties
agree is res judicata, Thang never executed the 1976 Agreement. This means that Worrell could
in fact possess ownership rights if he was a coauthor of P-Funk’s recordings.
Even though Worrell may have co-ownership rights in the sound recordings that he
worked on a half-century ago, Clinton and Thang arguably did not plainly and expressly
repudiate his rights to recordings covered by the 1976 Agreement until 2020, when they denied
its validity in a sworn affidavit. The 1976 Agreement (even if never validly executed), coupled
with Clinton’s and Thang’s behavior, gave Worrell good reason to believe that he had exchanged
his co-ownership for royalties. The 1976 Agreement was apparently produced by a law firm on
Thang’s behalf and contemplates a detailed scheme for Worrell’s recordings with P-Funk. More
importantly, Thang and Clinton repeatedly acted in a manner that was consistent only with the
1976 Agreement being in effect. They submitted to Worrell’s audit of Thang’s books to
determine royalties owed under the Agreement’s terms. R. 133-9 (Audit at 2–3) (Page ID
#3677–78). They told third parties that Worrell had signed away his ownership rights, even
expressly referencing an agreement with him. R. 131 (Warner Agreement at 5) (Page ID #3340);
R. 132 (Casablanca Agreement at 8, 25) (Page ID #3371, 3388). When Worrell sued Thang and
Clinton in 1981, specifically alleging that he was owed royalties under the 1976 Agreement, they
settled the case and promised to pay. R. 134-5 (1981 Compl.) (Page ID #4136–46); R. 133-10
(Release) (Page ID #3693); R. 133-18 (Letter Agreement at 1) (Page ID #3767). Until 2020,
therefore, Worrell may justifiably have viewed Clinton’s and Thang’s failure to pay royalties or
credit him as a simple “dispute over a . . . contract” insufficient to “alert [him or the Estate] to a
challenge to his copyright.” Gaiman, 360 F.3d at 655.5 The defendants’ behavior may have
5To the extent that the Estate’s briefing conflates the copyright-law concept of plain and express
repudiation with the contract-law concept of repudiation, see D. 29 (Appellee Br. at 16), our focus is solely on the
former. Repudiation in the contract-law context is a “statement by a party to the other that he will not or cannot
perform without a breach, or a voluntary affirmative act that renders him unable or apparently unable to perform
without a breach.” Restatement (Second of Contracts) § 250 cmt. a (Am. L. Inst. 1981). The question in this case is

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been plain and express but, viewed in context, denied only Worrell’s apparent contractual rights,
not his “status as” a “purported [copyright] owner[],” so Worrell was never “‘alerted to the
potential violation of his rights.’” Everly, 958 F.3d at 451, 453 (quoting Brownstein, 742 F.3d at
70).6 Because all this evidence, viewed in the light most favorable to the Estate, creates a
genuine dispute of material fact, summary judgment on statute-of-limitations grounds was
inappropriate.
Everly’s animating principles underscore this conclusion. We begin with the adverse-
possession analogy, which, viewing the record in the light most favorable to the Estate, would
run something like this: Thang tells Worrell that it would like to lease his property and presents
him with a proposed lease agreement, which he signs. Thang uses Worrell’s property before
subletting it to third parties, assuring those third parties that it holds a valid lease from Worrell.
After Thang falls behind on rent payments, Worrell sues under the lease and Thang settles.
Thang then continues to refuse to pay but does not (until much later) defend its nonpayment on
the ground that the lease was never validly executed. Under these circumstances, Thang’s
nonpayment of rent under an agreement both parties viewed as valid would not be hostile
towards Worrell’s underlying property rights. It is black-letter law that “use or occupation of
property with the owner’s permission is insufficient to establish adverse possession.” W. Mich.
Dock & Mkt. Corp. v. Lakeland Invs., 534 N.W.2d 212, 215 (Mich. Ct. App. 1995). That is, if
Worrell’s failure to vindicate his ownership rights arose from the parties’ joint (if mistaken)
belief that they were bound by the 1976 Agreement—which contemplated “a voluntary transfer
not one of contract repudiation, which cannot occur absent a valid and breachable contract, which did not exist here.
Rather, as we discuss above, it is whether the defendants’ 2020 denial that the contract existed, rather than the
failure to pay or credit Worrell, resulted in plain and express repudiation and, therefore, accrual of the Estate’s
copyright-ownership claims.
6The defendants also point to a declaration submitted by Clinton in which he claims that in 2016, “Worrell
called [him] shortly before [Worrell] died and asked [him] for financial assistance,” but Clinton “could not and
would not relinquish to [Worrell] or anyone else the rights in the sound recordings at issue here or recognize his
rights and told him so.” R. 134-10 (Clinton Decl. ¶¶ 14–15) (Page ID #4191). This declaration might, were we
construing the facts in the light most favorable to Clinton and Thang, demonstrate plain and express repudiation of
Worrell’s copyright co-ownership. The declaration is insufficient, however, to eliminate the genuine dispute of
material fact that exists here. It is unclear what “rights” (contractual or copyright) Clinton was purportedly refusing
to recognize. And even if Clinton did tell Worrell that Worrell had no copyright co-ownership in the recordings,
whether this statement sufficed as plain and express repudiation could still depend on the context, including whether
the conversation touched on the 1976 Agreement. All told, the impact (if any) of this alleged conversation with
Worrell is a question for the finder of fact.

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in which [Worrell] ‘sold’” his ownership rights—the defendants’ pre-2019 “conduct would not
be a repudiation of his [copyright ownership], and his claim would be timely.” Everly, 958 F.3d
at 457.
Second, although we need not incorporate the full sweep of inquiry-notice principles into
our copyright jurisprudence, we note that they would lead to the same result. There is a triable
issue of fact as to when Worrell “should as a reasonable person have learned[] that the
defendant[s] w[ere] violating his [ownership] rights.” Id. at 450 (quoting Gaiman, 360 F.3d at
653). Though the Estate was not, nearly a half-century later, able to produce a jointly executed
copy of the 1976 Agreement, Worrell could reasonably have believed that the Agreement
governed his relationship with Clinton and Thang. And Clinton and Thang took no steps to
disabuse him of this notion until the New York litigation.7
The district court reached the opposite conclusion by misreading Everly. The three
means of repudiation outlined in Everly do not, as the district court saw it, establish repudiation
in every case. See R. 170 (Summ. J. Mem. Op. at 10) (Page ID #5215) (“The Sixth Circuit has
described the following situations that constitute an express repudiation.” (emphasis added)).
They are instead circumstances under which “a co-owner’s claim may be repudiated,” or which
“may ordinarily . . . constitute[] a public repudiation . . . and trigger[] the statute of limitations.”
Everly, 958 F.3d at 452, 458 (emphasis added). Indeed, in Everly itself we found the
circumstances such that “public recognition omitting any credit” did not necessarily constitute
plain and express repudiation. Id. at 458. The fact that “Worrell never received co-author credit
on the sound recordings at issue” and that “Clinton was not complying with the [1976
Agreement] or recognizing Worrell as a co-author” might be good reasons to find repudiation in
an ordinary case. R. 170 (Summ. J. Mem. Op. at 12, 13) (Page ID #5217, 5218). But this is no
ordinary case. Under these circumstances, where the Estate claims that Thang and Clinton acted
for years as though Worrell had “voluntarily transferred” his ownership rights, there remains a
7Even as late as their answer in this case, after the New York decision, Clinton and Thang admitted that
their business “relationship with Worrell was governed by contract.” See R. 47 (Ans. ¶¶ 6–7) (Page ID #354); R. 1
(Compl. ¶¶ 6–7) (Page ID #3–4).

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genuine dispute of material fact regarding whether Clinton and Thang plainly and expressly
repudiated Worrell’s status as a co-owner. Everly, 958 F.3d at 458.
Clinton’s and Thang’s attempts to rehabilitate the district court’s decision fall short.
They first argue that the Estate’s sole path to relief would be to invoke equitable tolling. D. 29
(Appellee Br. at 14–21). True, aspects of the Estate’s arguments seem to sound in equitable
tolling, which, although “used sparingly,” “allows courts to toll a statute of limitations when ‘a
litigant’s failure to meet a legally-mandated deadline unavoidably arose from circumstances
beyond that litigant’s control.’” Robertson v. Simpson, 624 F.3d 781, 783–84 (6th Cir. 2010)
(quoting Graham-Humphreys v. Memphis Brooks Museum of Art, Inc., 209 F.3d 552, 560–61
(6th Cir. 2000)). Because the Estate’s arguments are sufficient under the “plain and express
repudiation” standard, which itself “implicate[s] equitable notions,” we need not decide whether
equitable tolling would apply. 3 Nimmer on Copyright § 12.05[C][1].
The defendants look next to the First Circuit’s decision in Santa-Rosa v. Combo Records,
471 F.3d 224 (1st Cir. 2006). See D. 29 (Appellee Br. at 21–25); R. 170 (Summ. J. Mem Op. at
13) (Page ID #5218). There, the defendant record company failed over the course of decades to
make any royalty payments to the plaintiff musician. Santa-Rosa, 471 F.3d at 225. Unlike this
case, however, the plaintiff’s only record of a supposed recording agreement was his assertion
that such an agreement existed and had been signed sometime between 1984 and 1986. Id.
Accordingly, though the record showed a payment of “$11,280 in advance royalties,” id.,
whether or not those payments accorded with the supposed agreement was unclear on the
Plaintiff’s limited record. The First Circuit held that under these circumstances Santa Rosa
failed to explain why he “would have been unaware that Combo Records was selling his
recordings and thus claiming ownership over them.” Id. at 228. Here, by contrast, Thang and
Clinton arguably acted for years as though their nonpayment of royalties to Worrell was a
problem under the terms of the 1976 Agreement, not a repudiation of Worrell’s status as a co-
author and co-owner of the works produced in a period covered by the purported agreement.
Finally, Clinton and Thang dispute Worrell’s reliance on the adverse-possession analogy,
but to no avail. D. 29 (Appellee Br. at 25–28). We agree that “federal copyright law, not state
property law, governs accrual of copyright claims.” Id. at 25; see Everly, 958 F.3d at 450 (citing

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17 U.S.C. § 507(b)). But this statement attacks a straw man. The adverse-possession analogy is
just that, an analogy, and no one is suggesting that state law actually governs accrual under the
Copyright Act. Courts have simply noted that the concept of “plain and express repudiation”
may be informed by property-law principles. Id. at 451, 457–58; Gaiman, 360 F.3d at 654; Zuill,
80 F.3d at 1370.8
Although the Estate has successfully pointed to facts potentially rendering this the rare
case in which a copyright-ownership claim may be brought a half-century after-the-fact, our
reversal of the district court’s ruling does not encompass the ownership claim in its entirety,
which covers P-Funk recordings created between 1969 and 1981. See D. 28 (Appellant Br. at 8).
Our statute-of-limitations holding, which is grounded in Worrell’s reliance upon and defendants’
actions in accordance with the 1976 Agreement, is constrained by the terms of the Agreement
itself. The Agreement, in turn, would have affected at most ownership of recordings made
between January 1, 1976 and January 1, 1979. First, its effective date is January 1, 1976, and it
could have run for three years at most. R. 133-6 (1976 Agreement ¶¶ 1(a), 16) (Page ID #3643,
3655). Second, the Agreement required Worrell to render his services as a recording artist
“exclusively to [Thang]” during its term and stated that “[a]ll masters recorded hereunder . . . ,
together with the performances embodied thereon, shall be entirely and forever the property of
[Thang].” Id. ¶¶ 1, 3 (Page ID #3643–44). These two features of the purported contract plainly
indicate that it could not have affected Worrell’s ownership of recordings made before 1976 or
after January 1, 1979. The Agreement, moreover, was to be interpreted under New York law, id.
¶ 13(b) (Page ID #3654), which holds that a contract “must be enforced in accordance with the
plain meaning of its terms,” Vintage, LLC v. Laws Constr. Corp., 920 N.E.2d 342, 343 (N.Y.
2009).
The Estate attempts to elude this obvious interpretation of the Agreement’s terms in two
ways. It first points to two paragraphs in the Agreement that do not use “hereunder” to limit
8Clinton and Thang also argue that Worrell’s copyright-ownership claim is barred by the release he signed
when the parties settled the 1981 lawsuit. D. 29 (Appellee Br. at 45–48). This argument, however, rises and falls
with the statute-of-limitations question because the release applies to claims Worrell had “as of the date hereof,” i.e.,
in 1982. R. 133-10 (Release) (Page ID #3693). Because there is a genuine dispute as to when the claims accrued,
there is a genuine dispute as to whether they existed “as of the date” of the 1982 release.

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their scope. D. 28 (Appellant Br. at 50). These include paragraph 1(b), which “contemplates
that Thang would be soliciting agreements with third-party record companies ‘for the distribution
of phonograph records embodying [Worrell’s] performances,’” and paragraph 5, which outlines
rates for royalty payments to Worrell. Id. (quoting R. 133-6 (1976 Agreement ¶ 1(b)) (Page ID
#3643)). The Estate’s reliance on these provisions lands far wide of the mark. This case is not
about Thang’s good-faith efforts to land Worrell his own recording contract or the 1976
Agreement’s royalty schedule. It is about copyright ownership. Even if these other elements of
the contract might plausibly affect recordings made before 1976 or after 1978, all that matters
here is paragraph 3, which addresses copyright ownership and does limit its scope to recordings
made “hereunder.” R. 133-6 (1976 Agreement ¶ 3) (Page ID #3644).
The Estate also gestures toward assurances Clinton made to Worrell prior to 1976, telling
him “that he was part of Thang and that everybody was going to share in Thang, Incorporated,”
D. 28 (Appellant Br. at 33) (citation modified), but the Estate’s reliance on the 1976 Agreement
itself undermines this argument. The 1976 Agreement contained a merger clause stating that it
“supersed[ed] all prior negotiations, understandings and agreements,” and that “no party shall
rely on any representations or promises in connection with this agreement relating to the subject
matter hereof not contained herein.” R. 133-6 (1976 Agreement ¶ 13(a)) (Page ID #3653). And
even absent a merger clause, New York law is clear that “plain meanings may not be changed by
parol.” Heller v. Pope, 164 N.E. 881, 882 (N.Y. 1928). Accordingly, even if the 1976
Agreement represented the “culmination of [earlier] promises” or negotiations between the
parties, D. 28 (Appellant Br. at 33), Worrell could not coherently have relied on both the contract
and the prior statements it superseded. That would be having his cake and eating it too.
What all this means is that for recordings made outside of the scope of the 1976
Agreement, Worrell stands in the same position as the plaintiff in Santa-Rosa and cannot point to
why he could have reasonably believed that Clinton and Thang were permitted to take advantage
of his co-ownership in those recordings. Worrell’s ownership claims to those recordings
accrued, at the latest, after Clinton’s 1984 bankruptcy when he and Thang continued to fail to
pay any royalties owed. See Everly, 958 F.3d at 452.

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* * *
At the risk of repeating ourselves, but recognizing the complex and convoluted nature of
the issues before us, we conclude with a high-level summary of our statute-of-limitations
holding. Worrell recorded music with P-Funk between 1969 and 1981 and seeks a declaration
that he is a co-owner of copyright in those recordings. The statute of limitations on copyright
ownership claims expires three years after accrual, and the ownership claims here accrued
whenever Clinton and Thang plainly and expressly repudiated Worrell’s (now, the Estate’s) co-
ownership. Ordinarily, plain and express repudiation would have occurred when Clinton and
Thang turned around and sold the recordings without paying Worrell royalties or giving him
credit. But Worrell may have reasonably believed, based on the defendants’ own actions, that
these failures had no implications with respect to his copyright ownership. That is because
Clinton and Thang presented him with the 1976 Agreement, which purported to assign sole
ownership of recordings to Thang, and for decades allegedly acted in a manner not inconsistent
with that Agreement. Arguably, only in 2020, when Clinton and Thang denied the Agreement’s
validity, did it become plain to the Estate that the defendants were repudiating Worrell’s
copyright ownership. This late-in-the-game accrual, however, turns on the 1976 Agreement, and
thus is confined by a reasonable interpretation of the Agreement’s terms, which do not
encompass every recording Worrell worked on between 1969 and 1981. Rather, it covers (at
most) recordings Worrell worked on during the three years beginning on January 1, 1976. The
issue not having been briefed before us, the parties and district court on remand may determine
which of the hundreds of songs at issue fall within that ambit.
C. Copyright Co-ownership
Anticipating our potential disagreement with the district court’s statute-of-limitations
ruling, Clinton and Thang have another arrow in their quiver. The defendants also sought
summary judgment on the ground that the Estate lacked evidence sufficient to support Worrell’s
joint ownership of any P-Funk recordings. Although the district court granted summary
judgment on the statute of limitations alone, we may affirm a district court’s grant of summary
judgment “on any ground supported by the record.” Herschfus v. City of Oak Park, 150 F.4th
489, 495 (6th Cir. 2025). The parties have fully briefed the co-ownership issue before us, and

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we would review any decision by the district court on this point de novo. The efficient and
expedient administration of justice therefore militates in favor of addressing it now.
The Copyright Act is notoriously vague regarding the standard for joint
ownership/authorship in copyright. The Act provides that “[t]he authors of a joint work are
coowners of copyright in the work,” and defines a “joint work” as “a work prepared by two or
more authors with the intention that their contributions be merged into inseparable or
interdependent parts of a unitary whole.” 17 U.S.C. §§ 101, 201(a). The parties (and courts
addressing the issue) agree that this language comprises two elements: (1) authorship; and (2)
intent. Just what is sufficient to satisfy each element, however, is the subject of considerable
dispute.
The law on the first element, authorship, developed largely in response to Nimmer’s
treatise, which has long advanced the view that an “author” of a joint work need only point to a
contribution that is “more than de minimis.” 1 Nimmer on Copyright § 6.07[A][1].
Unfortunately for Professor Nimmer, the key decision on joint authorship and all subsequent
cases have rejected this view. That key decision is Childress v. Taylor, 945 F.2d 500, 507 (2d
Cir. 1991), in which Judge Newman, writing for the Second Circuit, adopted a more stringent
standard under which “all joint authors [must] make [independently] copyrightable
contributions” to a work. Id. at 507.9
The gulf between the more-than-de-minimis and the independently copyrightable
standards is wide, but neither standard, taken literally, retains any real adherents. Under
Nimmer’s proposal, “almost every expressive work would be a jointly authored work, and
copyright would explode.” Gaiman, 360 F.3d at 658. The Childress standard, on the other hand,
might be well-suited to simple situations like song lyrics, books, or paintings, but it crumples
under the pressure of mixed and collaborative media. It will often be the case that, although an
9As a careful reader will note, Childress does not use the word “independently” in its holding. It is
nonetheless clear from Judge Newman’s opinion that this is what he means by the word “copyrightable.” Prior to its
holding, Childress sets up a choice between two positions: “whether the contribution of each joint author must be
copyrightable or only the combined result of their joint efforts must be copyrightable.” 945 F.2d at 506. By
“copyrightable,” Childress therefore imposes a “requirement of copyrightability of each contribution.” Id.
(emphasis added).

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individual collaborator’s input “couldn’t stand alone because of the nature of the particular
creative process,” the joint work flowing from that creative process has “more than enough
originality and creativity to be copyrightable.” Id. at 658–59. This is particularly true in certain
creative domains. Gaiman addressed the creation of comic-book characters, one author
contributing “the idea for the characters” and the other the “drawing.” Id. at 658.10 But the
principle applies equally to “motion pictures,” id., and musical recordings. Many aspects of
artists’ expressive contributions to a recording—a composition or arrangement of individual
parts, the use of novel instrumentation, or the post-recording production of the final record—
cannot, even if integral to the final product, stand on their own as a copyrightable sound
recording.
Recognizing the unworkability of a strong-form independently-copyrightable standard for
joint authorship, others have interpreted Childress as expressing a milder proposition than its
language would seem to indicate. In Brownstein, for instance, the Third Circuit cited Childress
and Gaiman together for the idea that a joint “author must contribute some non-trivial amount of
creative, original, or intellectual expression to the work.” 742 F.3d at 64–65. And Patry’s
copyright treatise takes the view that “[b]y ‘copyrightability,’ Judge Newman was merely
referring to a requirement that each author contribute expression, not that each contribution also
be independently copyrightable,” noting that the cases relied on by Childress involved
contributions of non-expressive material, and “[n]one involved a claimant who had contributed
expression and none presented the issue of whether such expression need additionally be capable
of being independently copyrightable.” William F. Patry, 2 Patry on Copyright § 5:15 Westlaw
(database updated 2026). Indeed, Patry’s gloss on Childress was later cited approvingly by the
Second Circuit itself. See 16 Casa Duse, LLC v. Merkin, 791 F.3d 247, 255 n.3 (2d Cir. 2015).11
10Judge Posner’s Gaiman opinion also provides the example “from academe” of a “professor [who] has
brilliant ideas but can’t write,” and another who “is an excellent writer” with “commonplace” ideas, who together
“collaborate on an academic article, one contributing the ideas, which are not copyrightable, and the other the prose
envelope.” Gaiman, 360 F.3d at 659. This type of situation, he found, exemplified the “valid core” of Nimmer’s
view. Id.
11Though the point is academic and ultimately a matter for our colleagues on the Second Circuit to sort out,
we find this rehabilitation of Childress difficult to square with the opinion itself. Indeed, Judge Newman’s opinion
there appears to lament the concerning results of a hardcore “independently copyrightable” view before adopting

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The 1976 Act’s legislative history lends additional support to the view that authorship of
a musical recording comes in multiple forms, not all of them independently copyrightable. The
House Report noted that a “sound recording will usually, though not always, involve
‘authorship’ both on the part of the performers whose performance is captured and on the part of
the record producer responsible for . . . capturing and electronically processing the sounds, and
compiling and editing them to make the final sound recording.” H.R. Rep. No. 94-1476, at 56
(1976); see also S. Rep. 94-473, at 53 (1975) (same). The Report’s use of the plural
“performers,” and its distinction between the creative input that performers and producers
provide suggest that joint authorship is less the exception than the norm in the musical context,
and courts have relied on this language in deciding co-authorship claims. See, e.g., ABS Ent.,
Inc. v. CBS Corp., 908 F.3d 405, 423 (9th Cir. 2018); Diamond v. Gillis, 357 F. Supp. 2d 1003,
1007 (E.D. Mich. 2005); Sys. XIX, Inc. v. Parker, 30 F. Supp. 2d 1225, 1228 (N.D. Cal. 1998).
The second element, intent to contribute to a “unitary whole,” is similarly contested, and
Childress again provides the starting point. There, the Second Circuit held that a “true joint
author relationship” requires the “intent of both participants in the venture to regard themselves
as joint authors.” Childress, 945 F.2d at 507. Patry views this as adopting a “collegial intent”
standard: “the parties must have an intent to be joint authors in the lay” (as opposed to the legal)
“sense, i.e., colleagues striving together in a creative process.” 2 Patry on Copyright § 5:21. In
other words, joint authors must “entertain in their minds the concept of joint authorship, whether
or not they understood precisely the legal consequences of that relationship.” Childress, 945
F.2d at 508. Other courts have adopted a more relaxed approach by which the parties must
simply intend to “labor together on a common project,” but need not “think[] about whether one
or both of them would be regarded as its author in either a legal or collegial sense.” 2 Patry on
Copyright § 5:21. Determining intent under the former standard involves a “nuanced inquiry
into factual indicia of ownership and authorship, such as how a collaborator regarded herself in
relation to the work in terms of billing and credit, decisionmaking, and the right to enter into
that very position. See 945 F.2d at 506 (“If the focus is solely on the objective of copyright law to encourage the
production of creative works, it is difficult to see why the contributions of all joint authors need be copyrightable.”).

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contracts.” Thomson v. Larson, 147 F.3d 195, 201 (2d Cir. 1998) (citing Childress, 945 F.2d at
508–09).
As is clear, the exact nature of each element of the joint-authorship test is disputed and
difficult to discern. We are therefore fortunate that this case does not require us to set out
either’s metes and bounds. Under any reasonable interpretation of each element, the Estate has
pointed to a genuine dispute of material fact with regards to Worrell’s co-authorship (and co-
ownership) of P-Funk’s recordings.
We begin with authorship. In applying the correct standard, we need only dispense with
the strictest reading of Childress, which, as discussed above, makes little sense when applied in
the context of works such as movies, comic book characters, or modern musical recordings. The
Estate need not show that Worrell’s contributions to P-Funk’s discography were independently
copyrightable. It may instead defeat summary judgment by relying on evidence that Worrell
contributed substantial original expression to the works, which it has provided in spades. To
start, we need look no further than Clinton’s own admissions. He recognized in this litigation
that Worrell “radically chart[ed] the course of emerging keyboard technology during the golden
age of analog synthesis,” and that he brought to the table a “sonic stew” including “perfect pitch
and a well-honed facility with a classical canon.” R. 133-5 (Clinton Dep. at 98) (Page ID
#3631). Not just that—Worrell, Clinton agreed, “provide[d] [P-Funk] with the structural
foundation, which while occasionally implied, was ever-present.” Id. at 99 (Page ID #3632). P-
Funk, Clinton said, “took [their] funk and rock and roll and put Bernie’s chops in it, and . . . had
something nobody knew what the hell [they] were doing.” Id. at 108 (Page ID #3636). These
statements contradict any suggestion that Worrell was just a session player or hired hand. Cf.
Gaiman, 360 F.3d at 658 (“[T]he assistance that a research assistant or secretary or draftsman or
helpfully commenting colleague provides in the preparation of a scholarly paper does not entitle
the helper to claim the status of a joint author.” (quoting Seshadri v. Kasraian, 130 F.3d 798, 803
(7th Cir. 1997))). Much to the contrary, Worrell’s musical prowess and creativity were,
according to Clinton himself, a distinctive and irreplaceable element of P-Funk’s sound. On the
summary-judgment record, we cannot say that Worrell’s contributions were insufficiently

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expressive, creative, and original to render him a co-author (and co-owner) under the Act, so
there is a genuine dispute of material fact as to co-ownership.
Worrell’s expert evidence underscores this assessment. According to the Estate’s expert
reports, Worrell’s contributions to P-Funk included not just his prowess on the keyboard but also
his work as a “musical arranger” who adapted P-Funk’s songs and “exercised control over the
musical arrangements he created which when performed produced the sounds fixed in the subject
recordings.” R. 133-2 (Kohn Report ¶ 78) (Page ID #3518) (emphasis omitted); see also R. 133-
3 (Exner Report ¶¶ 14–29) (Page ID #3566–68). Worrell also played a “significant role in the
post-recording aspects of creating the final sounds recording or ‘master’ recording, including
editing, overdubbing, and mixing the recorded tracks.” R. 133-2 (Kohn Report ¶ 91) (Page ID
#3524). Any standard for authorship that includes the contributions of a typical record producer
could arguably recognize Worrell’s work as sufficiently expressive and original to allow for a
claim of co-authorship.
Turning to intent, we reach the same conclusion. Looking to “billing and credit,
decisionmaking, and the right to enter into contracts,” the facts, viewed in the light most
favorable to Worrell, demonstrate that Clinton and Worrell intended themselves to be co-authors.
Thomson, 147 F.3d at 201. As for “billing and credit,” Clinton viewed Worrell as “a founding
member and Musical Director of Parliament/Funkadelic.” R. 133-14 (Clinton Website at 2)
(Page ID #3702). The evidence also shows that Worrell had key decisionmaking power
throughout the creative process, arranging the music before mixing, mastering, and overdubbing
the recordings. R. 133-2 (Kohn Report ¶¶ 78–84, 91–98) (Page ID #3518–21, 3524–27). He
was therefore unlike a musician-for-hire who might, despite meaningful contributions to a
performance, lack the intent to be regarded as an “author” of a work. To the extent that the
parties mutually acted in accordance with the 1976 Agreement, its purported assignment of
ownership rights to Thang lends further support to the notion that the parties viewed Worrell’s
contributions as substantial enough to amount to authorship for copyright purposes.
Clinton and Thang raise two main arguments as to why no genuine dispute exists—one
for to each element of co-authorship. On authorship, the defendants insist that Worrell must
point to specific facts in the record demonstrating his original contributions to each song, relying

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in part on the Northern District of Ohio’s decision in Corwin v. Quinonez, 858 F. Supp. 2d 903
(N.D. Oh. 2012). Corwin does not bind us and is readily distinguishable in any event. In that
case, the defendant provided a “song-by-song description of his [sole] authorship” with respect
to the recordings at issue, which the plaintiff did not rebut. Id. at 913–14. Under the familiar
summary-judgment standard, the plaintiff’s failure to “set forth specific facts” rebutting these
specific claims was fatal. Id. at 907 (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250
(1986)). Here, however, Clinton has not pointed to evidence establishing his sole authorship as
to each song, so there is nothing in that respect for the Estate to rebut.
Clinton and Thang’s next argument relies on a contorted view of joint authorship’s intent
requirement. The defendants insist that because “Worrell genuinely believed,” in light of the
1976 Agreement, that “he had assigned any rights he had in the sound recordings to Thang,” he
could not have “intend[ed] to be a co-owner at the time those recordings were created.” D. 29
(Appellee Br. at 51–52) (emphasis omitted). This misses the mark by fudging the distinction
between intent to be a co-author and intent to be a co-owner. What matters for joint copyright
ownership is the former, as determined by objective criteria. Thomson, 147 F.3d at 201 & n.17.
Whether a person intended his efforts to result in a legal status such as joint ownership is beside
the point. Childress, 945 F.2d at 508 (noting that parties need not “under[stand] precisely the
legal consequences of [their] relationship”); 2 Patry on Copyright § 5:21 (“[J]oint authorship
does not depend on the parties’ legal intentions.”). If anything, the fact that Worrell thought he
had signed away ownership indicates that he did intend to be a co-author with the capacity to
exchange his co-ownership rights for valuable royalties. If he did not harbor such intent there
would have been nothing, apart from his studio time, for him to sign away. Because the
evidence creates a genuine dispute of material fact as to both elements of copyright co-
ownership, summary judgment is inappropriate.
III. CONCLUSION
Contracts enable those engaged in creative endeavors to “minimize subsequent disputes
by formalizing their agreement” about ownership rights. Childress, 945 F.2d at 507. Having
successfully argued in New York state court that the 1976 Agreement never governed their
relationship with Worrell, Clinton and Thang must live with the consequence that federal

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copyright law, not contract law, now controls. And if Clinton and Thang never, until their
defense of that suit, indicated that anything other than the 1976 Agreement controlled, a portion
of the Estate’s ownership claim would have accrued only then. Whether the statute of limitations
applies to songs within the ambit contemplated by the 1976 Agreement and whether Worrell was
a co-author and co-owner of those songs are live issues for a finder of fact to decide, and the
defendants’ “funky dollar bills” remain, for now, within the Estate’s grasp. R. 134-12 (Judie
Worrell Blog at 5) (Page ID #4199).
We REVERSE the judgment of the district court and REMAND for further proceedings
consistent with this opinion.

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