TufAmerica, Inc. v. Codigo Music LLC (162 F. Supp. 3d 295, 2016)

OPINION AND ORDER

Ramos, United States District Judge.

This is a copyright and trademark case arising from the creation of a group of musical compositions, sound recordings, and a trademark in the late 1960s. The dispute has come to a head only recently because, in 2006, the pop artist Christina Aguilera obtained a license from some of the defendants in this ease to sample one of the songs at issue. Plaintiff TufAmerica, Inc. is a company that acquires music rights and licenses those rights to third-parties for exploitation. Pl.’s Statement of Undisputed Facts in Support of Its Cross-Motion for Summary Judgment (Doc. 132) (“Pl.’s 56.1”) ¶ 29. Plaintiff accuses Defendants Codigo Music LLC, Codigo Publishing LLC, and Codigo Entertainment, LLC (collectively “Codigo”), and Defendant The Clyde Otis Music Group (“COMG”) (together with Codigo, the “Defendants”), of unauthorized copying, misappropriation, and trademark infringement. Plaintiff asserts ownership in the intellectual property at issue by virtue of a contractual agreement with Defendant Morton Craft (“Craft”), a music producer, but when Craft denied entering this agreement in the course of this litigation, Plaintiff added Craft as a defendant and asserted claims against him for equitable relief. •

Before the Court are Plaintiffs and Defendants’ cross-motions for summary judgment (Docs. 121, 181). For the following reasons, both motions are GRANTED in part and DENIED in part.

I. BACKGROUND

A. The Intellectual Property at Issue

This ease concerns an original musical composition, another composition and four sound recordings that are all based on the original composition, and a trademark associated with a record label. Below is a description of each work, organized chronologically in order of creation.

Happy Man Composition and Sound Recording: Sometime in 1966 or 1967, a songwriter named Bobby Marin composed the music and lyrics to a song entitled “I’ll Be a Happy Man” (the “Happy Man Composition”). The song was written at the request of music producer and Defendant Morton Craft, although the nature of the relationship between Marin and Craft with regard to the Happy Man Composition, contractual or otherwise, is in dispute here. See PL’s 56.1 ¶¶ 3-6; Memorandum of Law in Opposition to TufAmerica’s Motion for Partial Summary Judgment (Doc. 147) (“Defs.’ Opp’n”) at 2-3. Soon thereafter, Craft had a band named The Latin Blues Band record a performance of the' Happy Man Composition with instrumentals and vocals (the “Happy Man Sound Recording”), and that sound recording was included on an album titled “Take a Trip Pussycat,” released on the Speed record label in or around 1968. PL’s 56.1 ¶ 8; Defs.’ Opp’n at 2-3. While the parties agree that Craft was involved with the Speed label, the parties dispute whether Craft was the label’s sole owner, a co-owner, or if he played some other role. See Codigo and COMG’s Counter Rule 56.1 Statement (Doc. 148) (“Defs.’ 56.1 Counter”) ¶¶ 1-2. In addition to musical compositions and sound recordings, the trademark for the Speed record label is also a contested piece of intellectual property at issue here.

Happy Soul Sound Recording: In 1967 or 1968, Craft and Marin together edited out the vocal tracks and shortened the length of the Happy Man Sound Recording. The new recording was titled “Happy Soul” (the “Happy Soul Sound Recording”), and it was released in 1968 on another Speed album entitled “Land of Love,” which credited the song to the band The Moon People, even though the underlying tracks were the very same tracks originally recorded by The Latin Blues Band. See PL’s 56.1 ¶ 10; Defs.’ Opp’n at 3-4.

Happy Soul with a Hook Sound Recording: In 1968, a musician by the name of Dave Cortez (a/k/a Dave Clowny) recorded an instrumental organ track, which was added to the Happy Soul Sound Recording. This new recording was titled “Happy Soul with a Hook” (the “Happy Soul with a Hook Sound Recording”), and was also released on the Speed label as a single in or around 1969. See PL’s 56.1 ¶¶ 13-15; Defs.’ Opp’n at 4.

Hippy Skippy Composition and Sound Recording: In 1969, a musician named Harold Beatty composed a new version of the Happy Man Composition and titled it “Hippy Skippy Moon Strut (Opus # 1)” (the “Hippy Skippy Composition”). Beatty sold the rights to the Hippy Skippy Composition “and all copyrights thereof’ to Slew Enterprises, Ltd. (“Slew”), pursuant to a Standard Songwriters Contract between Beatty and Slew. See PL’s 56.1 ¶ 17; Defs.’ Opp’n at 4; Declaration of Isidro Otis (Doc. 125) (“Otis Decl.”), Ex. R (Beatty-Slew contract). Slew was a Latin music record label owned and operated by Stanley Lewis, a business associate of Morton Craft. See PL’s 56.1 ¶ 16; Defs.’ Opp’n at 4 n.5.

On October 15, 1969, Stanley Lewis executed a written transfer agreement whereby, in exchange for $1.00, he purported to “sell,” “assign,” and “transfer all rights” to the Hippy Skippy Composition (and two other compositions) to Eden Music Co. (“Eden”), a music company owned by Clyde Otis, who was the founder of Defendant COMG. Otis Decl., ¶¶ 4-6, Ex. S; Defs.’ Opp’n at 4-5; Plaintiffs Response to Defendants’ Statement of Undisputed Facts (Doc. 136) ¶ 30. Eden registered the copyright for the Hippy Skippy Composition on November 14, 1969, listing Slew as a co-claimant, and obtained Copyright Registration No. EU159713. Otis Decl. ¶ 7, Ex. T.

Also in 1969, Slew recorded a performance of the Hippy Skippy Composition (the “Hippy Skippy Sound Recording”) and released it as a single, the label of which credited “H. Beatty” as the songwriter and The Moon People as the performing artist, and listed both “Eden Music Corp./BMI” and “Slew Music/BMI.” See PL’s 56.1 ¶ 17; Defs.’ Opp’n at 5; Declaration of Scott Zarin (Doc. 137) (“Zarin Decl.”), Ex. H (scan of Slew release). Around that same time, a record label named Roulette Records, Inc. (“Roulette”) also released a single of the Hippy Skippy Sound Recording, which credited the writing to Beatty and the performance to the Moon People, and also listed both Eden and Slew on the face of the record itself. See Zarin Deck, Ex. I (scan of Roulette release). Under Defendants’ version of the facts, further articulated below, in 1969 Roulette “acquired Speed and Slew’s entire Latin music catalog,” which included all of the sound recordings identified above, and which (if true) would likely explain the Roulette release of the Hippy Skippy Sound Recording. Defs.’ Opp’n at 5.

Critically, it is undisputed that the Hip-py Skippy Composition and all for Sound Recordings at issue here are derivative works, with the pre-existing, underlying work being the Happy Man Composition. See, e.g., Defs.’ 56.1 Counter ¶¶ 21-22; Defs.’ Opp’n at 5.

B. Previous Litigation Over the Hip-py Skippy Sample

In May 2006, COMG entered into a licensing agreement with RCA Music Group, a division of Sony BMG Music Entertainment (“Sony”), which allowed Sony to use a sample of the Hippy Skippy Sound Recording (the “Hippy Skippy Sample”) in a song by the pop- artist Christina Aguil-era, titled “Ain’t No Other Man.” Zarin Deck, Exs. W, X; Pl.’s 56.1 ¶¶ 44, 47; Defs.’ Opp’n at 7. Aguilera released “Ain’t No Other Man” with the Hippy Skippy Sample in August 2006 to substantial commercial success. PL’s 56.1 ¶¶ 48-49; Defs.’ Opp’n at 7.

On August 11, 2006, around the same time “Ain’t No Other Man” was released, Emusica Records, LLC (“Emusica”), a music company that was subsequently acquired by Codigo, wrote to Sony claiming that Emusica, not COMG, was the rightful owner of the Hippy Skippy Sound Recording. Emusica requested that Sony hold back the royalty payments generated by “Ain’t No Other Man,” and nominally owed to COMG under the aforementioned licensing agreement, until Emusica and COMG resolved their ownership dispute. See Za-rin Deck, Ex. Z; PL’s 56.1 ¶ 51. In July 2007, COMG filed a copyright-infringement action in the United States District Court for the District of New Jersey (the “DNJ Action”) against Emusica and other parties who claimed ownership in the sound recordings used in “Ain’t No Other Man,” and Emusica filed counterclaims seeking a declaration that Emusica owned the Happy Man, Happy Soul, and Hippy Skippy Compositions and Sound Recordings. See PL’s ¶¶ 53-54; Defs.’ Opp’n at 7-8; Zarin Deck, Exs. AA, BB (COMG complaint and Emusica counterclaims).

On February 28, 2009, the DNJ Action was resolved pursuant to a settlement agreement among Emusica, COMG, and other parties to the action (the “DNJ Settlement”). Declaration of Garrett S. Livingston (Doc. 144) (“Livingston Deck”), Ex. BB (DNJ Settlement); see also PL’s 56.1 ¶ 55; Defs.’ Opp’n at 8. The core terms of the DNJ Settlement were: (i) a complete assignment to Emusica of all ownership rights in the Happy Man, Happy Soul, Happy Soul with a Hook, and Hippy Skippy Sound Recordings; (ii) an agreement to share revenues generated from the Happy Man, Happy Soul, Happy Soul with a Hook, and Hippy Skippy Compositions; and (iii) an agreement to share royalties generated from the 2006 licensing agreement between Sony and COMG. See Defs.’ Opp’n at 8 (summarizing terms); Livingston Decl., Ex. BB at 2-8; Pl.’s 56.1 ¶¶ 55-57.

C. The Present Action

1. Plaintiff TufAmerica’s Chain of Title

Plaintiffs suit is based on the contention that it is the rightful owner of the musical compositions, sound recordings, and trademark at issue. Plaintiffs alleged chain of title rests on two propositions: (i) Morton Craft was the owner of all the disputed copyrights from their inception up through 2004, and (ii) Craft and Plaintiff executed two agreements in 2004 that granted Plaintiff an exclusive license in perpetuity to all of the works at issue.

First, relying almost exclusively on Morton Craft’s deposition testimony taken in this litigation, Plaintiff claims that Craft was the owner of the Speed record label, that “Craft owned all of the music he distributed on his ‘Speed’ record label unless he made an agreement with the writer of the music or a third-party to the contrary,” and that Craft “entered an agreement” with Bobby Marin “pursuant to which Marin agreed to write and record songs for Craft.” Pl.’s 56.1 ¶¶ 1-4. Thus, according to Plaintiff, Marin wrote and recorded the Happy Man Composition pursuant to a contractual agreement with Craft, and consequently Craft personally owned the copyright in both the Happy Man Composition and the Happy Man Sound Recording from the date of the creation of those two works. Id. ¶¶ 4-6. Plaintiff adds that Craft and Stanley Lewis had a “business relationship” and released music together, including the “Take a Trip Pussycat” album on Craft’s Speed label, which contained some non-Latin-music tracks owned by Craft (including the Happy Man Sound Recording) and other Latin-music tracks owned by Lewis. Id. ¶¶ 7-9. Furthermore, in addition to never having transferred rights to the original Happy Man Composition, Plaintiff maintains that Craft was the impetus for the various derivations of the Happy Man Sound Recording that resulted in the creation and release of the Happy Soul and Happy Soul with a Hook Sound Recordings, and thus personally owned the copyright to those recordings upon their creation. Id. ¶¶ 10-15; see also Plaintiffs Omnibus Memorandum of Law (Doc. 133) (“Pl.’s Br.”) at 32-35. As for the Hippy Skippy Composition and Sound Recording, Plaintiff attests that Craft (i) was the rightful owner of those derivative works by virtue of his ownership of the Happy Man Composition, (ii) did not authorize the creation of these works or the' contract between Beatty and Lewis assigning ownership to Slew, (iii) was not aware of and did not authorize the record releases by Slew or Roulette, and (iv) did not authorize Lewis or Slew to transfer ownership of the works to Eden. PL’s 56.1 ¶¶ 16-20; see also PL’s Br. at 24-29, 33.

Second, Plaintiff points to documentary evidence and deposition testimony to establish the existence and validity of two contractual agreements from 2004 (the “2004 Agreements”) in which Craft granted to Plaintiff all rights in the copyrights for the musical compositions, sound recordings, and trademark at issue here. Specifically, in the first agreement dated October 27, 2004 (the “October 2004 Agreement”), Plaintiff claims that Craft granted to it all copyrights and exclusive, perpetual administrative and licensing rights to specific musical compositions and sound recordings listed in three schedules attached to the October 2004 Agreement, as well as rights to “compositions, sound recordings or any other property owned by Speed Records,” “all rights Craft has as artist, writer, producer, publisher or label owned,” and “all rights in the master tapes and all physical property relating to these copyrights.” Zarin Decl., Ex. P (“October 2004 Agreement”) at § 1; Pl.’s 56.1 ¶ 32. Schedule A of the October 2004 Agreement, a list of musical compositions, includes a composition titled “Happy Soul (with a hook)” [sic], Schedule B, a list of individual sound recordings, includes the Happy Soul with a Hook Sound Recording, and Schedule C, a list of albums, includes the “Take a Trip Pussycat” album by the Latin Blues Band, on which the Happy Man Sound Recording was originally released. October 2004 Agreement at Schedules A, B, C; Pl.’s 56.1 ¶¶ 33-35. The October 2004 Agreement required Craft to warrant that he was the “sole owner of the copyrights being administered by this agreement,” that previously he had validly obtained all the copyrights via “valid signed agreements with each and ever[y] artist, producer, songwriter and any other copyright holder associated with these copyrights” that “transfer all right, interest and title to Craft,” that Craft “has not granted and.. .will not grant to any other person or entity the rights granted herein.” October 2004 Agreement at § 3. Both parties warranted that the October 2004 Agreement was “being freely and voluntarily given by each without duress or coercion, after each party has had an opportunity to consult with legal counsel of its choice,” and Craft additionally warranted that he was “an experienced veteran of the music industry and warrants that he understands all of the terms and conditions of this contract.” Id. at § 11.

In exchange, for the copyrights it received, Plaintiff paid Craft a two-thousand five-hundred dollar ($2500) advance and a fifty percent (50%) royalty in all proceeds that Plaintiff generated from the exploitation of the copyrights granted by Craft. October 2004 Agreement at § 1; Pl.’s 56.1 ¶ 32. Additionally, Plaintiff promised to pay Craft an additional one-thousand dollars ($1000) per album upon Craft’s producing the physical master tapes that together constituted “each of the albums on Speed Records,” up to a total advance of ten-thousand five-hundred dollars ($10,-500). See October 2004 Agreement at § l.i; Pl.’s 56.1 ¶ 37. The October 2004 Agreement appears to be signed by both Craft and Aaron Fuchs, the President of TufAm-erica, and both men appeared to initial each page, including the three schedules. Id. According to the 2004 Agreement’s preamble and Craft’s signature line, Craft executed the agreement on behalf of “himself, Speed Records, Peek A Book and Slew Music.” October 2004 Agreement at pp. 1, 3.

In a separate letter dated the same day, October 27, 2004 (the “2004 Amendment”), Plaintiffs counsel wrote to Craft to clarify that, upon execution of the letter, the October 2004 Agreement would be construed as (1) “an exclusive license in perpetuity in and to all rights in and to the copyrights in the musical compositions and sound recordings referenced on Schedules ‘A,’ ‘B,’ ‘C,’ and ‘D’ [sic], under common law and the Copyright Act of 1976..., including without limitation the right to sue and recover on accrued and future causes of action related thereto,” and (2) “an exclusive worldwide license in perpetuity to the trademarks and trade names Speed Records, Peek A Boo, and Slew Music....” Zarin Deck, Ex. Q (“2004 Amendment”); PL’s 56.1 ¶ 36. The 2004 Amendment also appears to be signed by both Fuchs on behalf of Plaintiff and Craft on behalf of “himself, Speed Records, Peek A Boo and Slew Music.” 2004 Amendment; Declaration of Steven M. Kaplan (Doc. 124), Ex. H (“Fuchs Tr.”) at 150:18-20 (Fuchs’ deposition testimony that signature on 2004 Amendment is his).

“Around the time” the 2004 Agreements were executed, Plaintiff asserts that it paid Craft the $2500 advance owed to him under the October 2004 Agreement, and then paid Craft an additional $2500 shortly thereafter. Pl.’s 56.1 ¶ 38; Zarin Deck, Ex. R (Plaintiffs “Vendor QuickReport” for calendar-year 2004, listing one $2500 check on 10/25/2004 and another $2500 check on 11/1/2004, both made to “Monty Craft” [sic]); Zarin Deck, Ex. S (scan of check from Plaintiff that appears to be dated “10/24/04,” made out to “Mort Craft” in the amount of $2500, signed by Fuchs, for “agreement: Speed Records: Oct. 27”).

Plaintiff attests that, in November 2004, it “filed an application with the U.S. Copyright Office seeking a registration for each and every musical composition and sound recording” transferred under the 2004 Agreements, but has not submitted into the record any evidence of successful copyright registration. Pl.’s 56.1 ¶ 39. Plaintiff also submitted a copy of the October 2004 Agreement to the Copyright Office in November 2004, and received a Certificate of Recordation (the “2004 Certificate of Re-cordation”) indicating that the Copyright Office had received the document in January 2005. Id.; Zarin Deck, Ex. T (2004 Certificate of Recordation). In February 2008, the Copyright Office issued a further Certificate of Recordation (“2008 Certificate of Recordation”) indicating that it had receive an affidavit that Fuchs submitted attaching two additional lists of musical compositions and sound recordings (the “2008 Fuchs Affidavit”), all of which purported to “expand upon and amplify” the specific works that were transferred by the October 2004 Agreement, in particular the collection of individual songs included on the albums listed in Schedule C of the October 2004 Agreement, “whose individual titles were not known at the time of recordation of the [October 2004 Agreement].” Zarin Deck, Ex. U (2008 Certificate of Recordation and 2008 Fuchs Affidavit); PL’s 56.1 ¶ 40.

Some unspecified time after executing the 2004 Agreements, Plaintiff released an album titled “Big 01’ Bag O’ Boogaloo (Volumes 1, 2 & 3),” which contained some of the sound recordings at issue here. PL’s 56.1 ¶ 42. Plaintiff submits what it purports to be a royalty statement from 2010 reflecting royalties generated from the release of Plaintiffs album and owed to Craft under the 2004 Agreements, but since those royalties were not sufficient to recoup the $5000 advance already paid to Craft, Plaintiff “did not [ ] pay Craft any money with this statement.” Id. ¶ 43; Zarin Deck, Ex. V (copy of royalty statement).

2. Defendants Codigo and COMG’s Chain of Title

Defendants naturally take a different view than Plaintiff of the initial ownership of the copyright to the Happy Man Composition. Relying almost exclusively on Bobby Marin’s declaration submitted in support of their motion for summary judgment, Declaration of Bobby Marin (Doc. 145) (“Marin Deck”), Defendants claim that Craft approached Marin with a request to compose a collection of Latin songs that Craft would consider releasing on the Speed label, co-owned by Craft and Lewis at the time. See Defs.’ 56.1 Counter at 22, ¶ 1. After Marin composed the music and lyrics to the Happy Man Composition, and after Speed put out the Latin Blues Band’s recording of the Happy Man Sound Recording on the “Take a Trip Pussycat” album, Marin told Craft that Marin owned the rights to the Happy Man Composition, and that Craft would have to compensate Marin for use of the Happy Man Sound Recording. Id. at 22, ¶¶ 3^1; see also Livingston Deck, Ex. Z (BMI registration for Happy Man Composition listing “Bobby Marin Music Publishing” as publisher). According to Defendants, Craft “agreed Marin owned the rights to the Happy Man Composition, and told Marin he would soon send him a written agreement either for the purchase of the Happy Man Composition, or the license to use it.” Defs.’ 56.1 Counter at 22, ¶ 5. Despite these promises, and despite Marin’s “repeatedly requesting] Craft to compensate him and send him an agreement,” Defendants attest that Marin was never paid any compensation by Craft, Lewis, or anyone else at Speed, and that “[t]o this day, Marin has never agreed, either orally or in writing, to transfer any of his ownership rights in the Happy Man Composition” to anyone, “and thus Marin still owns the Happy Man Composition.” Id. at 22-23, ¶ 6. Apart from the “repeated” requests to Craft for payment, neither Defendants nor Marin asserts that Marin, at any other time prior to the 2007 agreement described below, made any demand to anyone for payment for the sale of rights to the Happy Man Composition or for licensing fees.

Following release of the Happy Man Sound Recording in 1968, Defendants assert that Marin worked with Craft to remove the vocal track from and shorten the length in order to create the Happy Soul Sound Recording, but that he did not have any involvement in the creation of the Happy Soul with a Hook Sound Recording or the Hippy Skippy Composition or Sound Recording. Id. at 23-24, ¶¶ 7-12. Marin’s lack of authorization notwithstanding, Defendants state that Beatty composed the Hippy Skippy Composition and transferred it to Slew via written agreement signed by Beatty and Lewis, that Slew then sold the Hippy Skippy Composition to Eden, and that Eden subsequently registered for and obtained a copyright in the work on November 14, 1969. Id. at 23-24, ¶¶ 12-13; Otis Deck Ex. T (1969 certificate of copyright registration, listing “Eden Music Corp. & Slew Music” as copyright claimants). Eden is a subsidiary of Clyde Otis, the founder of Defendant COMG. Defs.’ 56.1 Counter at 24, ¶ 13.

The parties’ theories of the facts diverge even further in or around April 1969 when, according to Defendants, Roulette Records, Inc. (“Roulette”) “acquired Speed and Slew’s entire Latin music catalog, which included the Happy Man Sound Recording, and all of the other Sound Recordings identified above.” Id. at 24, ¶ 16. Having failed to locate a physical written document to establish this acquisition (the “Roulette Acquisition”), Defendants instead rely on Marin’s declaration that he “know[s] as a fact that Roulette indeed acquired Speed and Slew’s entire Latin catalog,” including the musical works at issue here, because at the time Marin worked for a record company that “shared offices with Roulette” and one day “Craft came into the office and.. .told [Marin] that he was there because he and Lewis had sold Speed Records!’] entire Latin music catalog to Roulette and they were closing the transaction.” Marin Decl. ¶¶ 12-13. Marin claims that “[s]hortly afterwards” he “learned that the sale had indeed gone through” and “recallfed] also seeing mention of it in the industry trade papers.” Id. ¶ 13. Defendants submit a copy of an article from the music publication Billboard dated April 26, 1969 (the “Billboard Article”), which reads in full: “Roulette’s Ethnic Tapes, Inc. has acquired the Speed catalog. Owned by Morty Kraft [sic], the label will be released under Ethnic’s Latin soul line.” Id., Ex. CC (Billboard Article).

Defendants next contend that, on July 29, 1975, Fania Records, Inc. (“Fania”) entered into a written agreement with Roulette (the “Roulette-Fania Agreement”) to purchase “certain assets” from Roulette, including the Happy Man, Happy Soul, Happy Soul with a Hook, and Hippy Skippy Sound Recordings. Defs.’ 56.1 Counter at 25, ¶ 18; see also Declaration of Scott Zarin (Doc. 156) (“Zarin Decl. II”), Ex. QQ (Roulette-Fania Agreement).

Fania later changed its name to Sonido around 1986 and, according to Defendants, entered into a written agreement dated July 22, 2005 in which Emusica purchased Sonido’s assets (the “Sonido-Emusica Agreement”), including all four Sound Recordings and the rights to use the Speed trademark. Defs.’ 56.1 Counter at 25, ¶¶ 18-19; see also Livingston Decl., Ex. W (Sonido-Emusica Agreement), Ex. X (Oct. 13, 2005 letter from Sonido addressed to performing rights organizations confirming execution and details of Sonido-Emusica Agreement).

Next, on November 16, 2007, Marin entered into an “Exclusive Administration Agreement” with Emusica (the “Marin-Emusica Agreement”), in which he assigned to Emusica all administration rights to the copyrights in a list of compositions that included the Happy Man Composition, in exchange for a $20,000 advance and an additional 80% royalty. Defs.’ 56.1 Counter at 25, ¶ 20; Livingston Decl., Ex. Y (Marin-Emusica Agreement). The Marin-Emusi-ca Agreement was extended in December 2013 and remains operative. Defs.’ Opp’n at 6; Marin-Emusica Agreement at p. 8 (letter from Codigo to Marin exercising right to extend Marin-Emusica Agreement).

As described above, in February 2009, Emusica became party to the DNJ Settlement, in which Emusica purported to further clear its title to the Happy Man Composition and the Happy Man, Happy Soul, Happy Soul with a Hook, and Hippy Skippy Sound Recordings. See Livingston Deck, Ex. BB (DNJ Settlement).

Finally, in April 23, 2009, SE Music Acquisition, LLC — which soon thereafter changed its name to Codigo Music, LLC— entered into a written agreement to purchase the assets of Emusica (the “Emusi-

ca-Codigo Agreement”), which by that point included the administrative rights to the Happy Man Composition, the rights to all four Sound Recordings, and the Speed trademark. Defs.’ 56.1 Counter at 25-26, ¶¶ 21-22; Livingston Deck, Ex. AA (Emu-sica-Codigo Agreement). Thus, as a result of the above transactions and the DNJ Settlement, Defendants Codigo and COMG maintain that they are the rightful owners and/or administrators of the rights in all of the musical compositions, sound recordings, and trademark at issue in this litigation. Defs.’ 56.1 Counter at 26, ¶ 23.

The parties’ respective chains of title are summarized in the below flow chart:

3. The Parties’ Claims for Relief

Plaintiffs Amended Complaint contains eleven causes of action against Codigo, COMG, and Craft. Amended Complaint (Doc. 36) (“Compl.”). They are for:

1) Common law copyright infringement against Codigo (Compl. ¶¶ 38-43)

2) Common law trademark infringement against Codigo (Compl. ¶¶ 46-50)

3) Unfair competition against Codigo with respect to sound recordings (Compl. ¶¶ 51-57)

4) Unjust enrichment against Codigo and COMG (Compl. ¶¶ 58-60)

5) Misappropriation' against Codigo and COMG- (Compl. ¶¶ 61-62)

6) Declaratory judgment against Codi-go declaring Plaintiffs rights in and to the musical compositions and sound recordings at issue (Compl. ¶¶ 63-67)

7) Declaratory judgment against Codi-go declaring Plaintiffs rights in and to the Speed trademark (Compl. ¶¶ 68-72)

8) Declaratory judgment against COMG declaring as void COMG’s copyright registration in the Hippy Skippy Composition, and declaring Plaintiffs rights in and to the Hippy Skippy Composition (Compl. ¶¶ 73-76)

9) Declaratory judgment against Craft declaring that the October 2004 Agreement is valid and enforceable (Compl. ¶¶ 78-81)

10) Declaratory judgment against Craft declaring that the 2004 Amendment is valid and enforceable (Compl. ¶¶ 82-85)

11) Injunctive relief against Craft seeking specific performance of the 2004 Agreements and an injunction preventing Craft from transferring any of the rights that were transferred to Plaintiff via the 2004 Agreements (Compl. ¶¶ 86-96)

Defendant Codigo asserts five counterclaims against Plaintiff. Codigo’s Answer to Plaintiffs Amended Complaint, Affirmative Defenses, Counterclaim, and Cross-Claim (Doc. 46) (“Codigo Answer”). The counterclaims are for:

1)Declaratory judgment enforcing the terms of the DNJ Settlement and declaring that Codigo is the sole and exclusive owner of the musical compositions sound recordings, and trademark at issue in this case (except the Hippy Skippy Composition), and a permanent injunction restraining Plaintiff from exploiting ■any of that intellectual property in any manner (Codigo Answer at 17-19, ¶¶ 47-51)

2) Copyright infringement (Codigo Answer at 19, ¶¶ 52-59)

3) Unfair competition under § 43(a) the Lanham Act with respect to musical compositions, sound recordings, and trademark (Codigo Answer at 20, ¶¶ 60-65)

4) Unjust enrichment (Codigo Answer at 21, ¶¶ 66-68)

5) Misappropriation (Codigo Answer at 21, ¶¶ 69-70)

Defendant COMG asserts four counterclaims against Plaintiff. Counterclaims, Cross-Claim and Answer of Defendant COMG (Doc. 44) (“COMG Answer”). The counterclaims are for:

1) Declaratory judgment enforcing the terms of the DNJ Settlement and declaring that COMG is the sole and exclusive owner of the Hippy Skippy Composition, and a permanent injunction restraining Plaintiff from exploiting the Hippy Skippy Composition (COMG Answer at 19-20, ¶¶ 29-34)

2) Common law unfair competition with respect to musical compositions and sound recordings (COMG Answer at 20-21, ¶¶ 35-40)

3) Unjust enrichment (COMG Answer at 21, ¶¶ 41-44)

4) Misappropriation (COMG Answer at 21, ¶¶ 45-47)

Finally, Defendant Craft asserts three counterclaims against Plaintiff. Answer with Counterclaims (Doe. 43) (“Craft Answer”). The counterclaims are for:

1) Rescission of the October 2004 Agreement based on Plaintiffs undue influence over Craft (Craft Answer ¶¶ 103-08)

2) Breach of the October 2004 Agreement based on Plaintiffs failure to exploit the sound recording subject to the agreement and to compute and pay royalties owed to Craft (Craft Answer ¶¶ 109-13)

3) Breach of “certain licensing agreements” between Craft and Plaintiff that predated the 2004 Agreements, based on Plaintiffs failure to exploit the sound recordings that were the subject of the licensing agreements, and Plaintiffs failure to provide any accountings or to compute and pay royalties owed to Craft (Craft Answer ¶¶ 114-18).

4. Cross-Motions for Summary Judgment

On April 29, 2015, Defendants Codigo and COMG jointly moved for partial summary judgment (Doc. 121) on all claims in the Amended Complaint asserted against them, as well as an award of attorney’s fees. Memorandum of Law in Support of Joint Motion for Partial Summary Judgment (Doc. 126) (“Defs.’ Br.”) at 1, 3.

On June 5, 2015, Plaintiff cross-moved for partial summary judgment (Doc. 131) on (i) its sixth cause of action for a declaratory judgment against Codigo “as it relates to the musical compositions at issue,” (ii) its eighth cause of action seeking to declare as void COMG’s copyright registration in the Hippy Skippy Composition, (iii) its ninth, tenth, and eleventh cause of action seeking declaratory judgments and an injunction against Craft with respect to the 2004 Agreements, (iv) all five of Codi-go’s counterclaims, (v) all four of COMG’s counterclaims, and (vi) all three of Craft’s counterclaims. Pl.’s Br. at 4. Plaintiff also moves to strike all of Codigo’s, COMG’s, and Craft’s unsupported affirmative defenses. Id. at 5.

Plaintiff opposes Codigo and COMG’s joint motion in its entirety, and vice-versa. See generally Pl.’s Br; Defs.’ Opp’n. Craft also opposes Plaintiff motion in its entirety. See generally Memorandum of Law in Opposition to Plaintiffs Cross-Motion for Summary Judgment (Doc. 142) (“Craft Br.”).

II. DISCUSSION

A. Summary Judgment Standard

To prevail' on summary judgment, the movant must show that “there is no genuine dispute as to any material fact.” FRCP 56(a). “An issue of fact is ‘genuine’ if the evidence is such that a reasonable jury could return a verdict for the non-moving party.” Senno v. Elmsford Union Free Sch. Dist., 812 F.Supp.2d 454, 467 (S.D.N.Y.2011) (citing SCR Joint Venture L.P. v. Warshawsky, 559 F.3d 133, 137 (2d Cir.2009)). “A ‘material’ fact is one that might ‘affect the outcome of the litigation under the governing law.’ ” Id. “The function of the district court in considering the motion for summary judgment is not to resolve disputed questions of fact but only to determine whether, as to any material issue, a genuine factual dispute exists.” Kaytor v. Elec. Boat Corp., 609 F.3d 537, 545 (2d Cir.2010). On a summary judgment motion, the district court “may not make credibility determinations or weigh the evidence. ... ‘Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge.’ ” Id. at 545-46 (quoting Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000)).

“When confronted with cross-motions for summary judgment, the Court analyzes each motion separately, ‘in each case construing the evidence in the light most favorable to the non-moving party.’ ” Peterson v. Kolodin, No. 13 Civ. 793 (JSR), 2013 WL 5226114, at *1 (S.D.N.Y. Sept. 10, 2013) (quoting Novella v. Westchester Cty., 661 F.3d 128, 139 (2d Cir. 2011)); see also Morales v. Quintel Entm’t, Inc., 249 F.3d 115, 121 (2d Cir.2001) (“[E]ach party’s motion must be examined on its own merits, and in each case all reasonable inferences must be drawn against the party whose motion is under consideration.”) (citation omitted). The Court is not required to resolve the case on summary judgment merely because all parties move for summary judgment. Morales, 249 F.3d at 121.

B. Musical Works: Copyright Infringement, Common Law Unfair Competition/Misappropriation, Unjust Enrichment, and Copyright-Related Declaratory Judgment Claims

The parties correctly agree that, as a matter of law, proof of ownership of the musical works is an essential element of all of the copyright infringement, unfair competition by misappropriation, unjust enrichment, and copyright-related declaratory judgment claims brought here. See Defs.’ Br. at 8; Pl.’s Br at 31-35, 40-41. To prevail on their respective cross-motions, then, each party has the burden of proving that no triable issues of fact exist with respect to current ownership rights in the musical works at issue. To the contrary, however, there exist many such factual disputes, and thus the Court must deny the bulk of the parties’ summary judgment motions.

1. Triable Issues Exist as to Pre-2004 Ownership of the Happy Man Composition

The parties do not dispute that all of the other musical works in this case are derivative of the Happy Man Composition. See, e.g., Pl.’s 56.1 ¶¶ 21-22; Pl.’s Br. at 25 (citing Defs.’ Br. at 1 n.l (“The principal works at issue in this lawsuit.. .are all derivative works of Happy Man.”)); Defs.’ Opp’n at 5 (“[T]he Happy Soul Sound Recording, the Happy Soul with a Hook Sound Recording, the Hippy Skippy Composition and the Hippy Skippy Sound Recording were all derived from and consist entirely of the Happy Man Composition and edits to the Happy Man Sound Recording....”) (emphasis added). This fact is critical to the entire case, because it is axiomatic that the “consent of the copyright owner of a still-protected pre-existing work is necessary to render the derivative. . .work non-infringing.” 1 Nimmer on Copyright § 3.06 (2015); see also Stewart v. Abend, 495 U.S. 207, 232, 110 S.Ct. 1750, 109 L.Ed.2d 184 (1990) (“Congress simply intended that a derivative work author may not employ a copyrighted work without the [original] author’s permission ....”). Since the original copyright owner has the exclusive right to creative derivative works, someone “who reproduces a derivative work without the authorization of the preexisting work’s registered owner ‘violates.. .the exclusive rights of the copyright owner... [and] is an infringer of the copyright.’ ” Mattel, Inc. v. Robarb’s, Inc., 139 F.Supp.2d 487, 497 (S.D.N.Y.2001) (quoting 17 U.S.C. § 501(a)), on reconsideration in part, No. 00 Civ. 4866 (RWS), 2001 WL 797478 (S.D.N.Y. July 12, 2001); see also Cortner v. Israel, 732 F.2d 267, 272 (2d Cir.1984) (noting that a derivative composition does not infringe if created with consent of owner of underlying work).

Thus, ownership of the original pre-ex-isting work here — the Happy Man Composition — came with the exclusive right to authorize all of the subsequent derivative works at issue — the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings, and the Hippy Skippy Composition and Sound Recording. Ownership of the Happy Man Composition is thus central to the resolution of the issues in the case.

With regards to that critical issue, Plaintiff argues that Craft was the rightful owner of the Happy Man Composition by virtue of an assignment from Marin, while Defendants argue that Marin was the rightful owner because he never assigned the Happy Man Composition to Craft. Plaintiff has not been able to produce any written assignment agreement between Marin and Craft, but correctly points out that an “assignment of common law copyrights need not be in writing to be valid under New York law,” and thus the Court “can infer that a transfer has taken place from subsequent conduct.” Flo & Eddie, Inc. v. Sirius XM Radio Inc., 80 F.Supp.3d 535, 538 (S.D.N.Y.2015) (citing Martha Graham Sch. & Dance Found., Inc. v. Martha Graham Ctr. of Contemp. Dance, Inc., 380 F.3d 624, 643-44 (2d Cir.2004); Jerry Vogel Music Co. v. Warner Bros., 535 F.Supp. 172, 175 (S.D.N.Y.1982)).

Plaintiff points to some conduct on the part of Marin and Craft from which an inference of assignment may be made. Specifically, when construed in light most favorable to Plaintiff, three undisputed facts could be combined to plausibly support an inference that Marin assigned the Happy Man Composition to Craft. First, Marin claims that he demanded royalties from Craft but was never paid. Second, despite this alleged non-payment, Marin continued to assist Craft in creating the Happy Man and Happy Soul Sound Recordings. Third, Marin never took any legal action or any other steps to obtain royalties for use of the Happy Man Composition for roughly forty years, until 2007, when he purported to transfer administrative rights under the Marin-Emusica Agreement. See Marin Decl. ¶¶ 6-11, 14. Marin’s continued participation in the face of non-payment followed by a long period of inaction could theoretically allow a reasonable juror to find that Marin assigned the Happy Man Composition to Craft upon its creation.

That said, and contrary to Plaintiffs argument, Craft’s deposition testimony provides scant support for such an inference. Cf. Plaintiffs Omnibus Reply Memorandum of Law (Doc. 154) (“Pl.’s Rep.”) 2 (arguing that Craft’s testimony supports the finding of an assignment). Plaintiff repeatedly mischaracterizes Craft as explicitly testifying that Marin assigned the Happy Man Composition to him, but he said no such thing. Rather, Craft testified generally that he would usually obtain an assignment from songwriters in exchange for royalties, while (i) explicitly stating multiple times that he has no specific recollection of whether Marin assigned the Happy Man Composition, and (ii) frequently confusing Marin with Henry Stone, the producer who owned the studio at which the Happy Man Sound Recording was recorded, and from whom Craft claims he obtained rights to the sound recording and not the composition of Happy Man. More critically, in practically every instance in which Craft stated his assumption that he must have owned the Happy Man Composition, he explicitly premised that assumption on his insistence, apparently mistaken, that he registered the composition with BMI. The only BMI registration that exists for the Happy Man Composition, however, is under Marin’s name, and it credits the publisher as “Bobby Marin Music Publishing.” See Livingston Deck, Ex. Z (Marin’s BMI registration); Tr. at 35-47, 71-76 (Craft testimony basing his assumption on BMI). In other words, Craft’s testimony that he assumes he acquired the Happy Man Composition because otherwise he could not have registered the song with BMI, coupled with the fact that Craft did not in fact register with BMI, supports only an inference that Craft did not obtain rights to this composition in this ease.

Meanwhile, Defendants’ position plainly finds support in the record. Most obviously, a reasonable juror could credit Marin’s explicit declaration that he never assigned the rights to the Happy Man Composition to Craft or anybody else until the Marin-Emusica Agreement in 2007. Marin Decl. ¶ 7. This declaration is corroborated by the BMI registration in Marin’s name. See Livingston Decl. ¶ 8, Ex. Z. Furthermore, when the evidence is viewed in light most favorable to Defendants, Marin’s consensual and continued involvement in creating the derivative sound recordings is not suggestive of an assignment of the Happy Man Composition, but instead could demonstrate merely that Marin authorized works derivative of a composition he continued to own. Indeed, Plaintiffs collection of case law demonstrating the indicia of assignment-by-conduct do more to undermine Plaintiffs position than support it, as the cases generally show far more substantial evidence of assignment than is present here.

Based on the documentation surrounding initial ownership of the Happy Man Composition — or rather, the lack thereof— the Court also notes that a reasonable juror might find that Marin assigned his rights to Craft’s record label, Speed, which released the Happy Man Sound Recording. This was, in fact, Defendants’ own initial theory in their summary judgment briefings prior to their submitting Marin’s declaration, which solidified Defendants’ position. See Defs.’ Br. at 3-4. Combined with the disputed facts surrounding the Roulette Acquisition, the Roulette-Fania Agreement, and the 2004 Agreements, all discussed below, a reasonable juror might conclude that Speed transferred ownership in 1969 or, instead, retained its rights to the Happy Man Composition up through 2004, at which point Craft transferred those rights to Plaintiff on behalf of Speed.

Finally, though it is of course not controlling, the Court notes that Craft’s own position in his opposition brief is that genuine issues of material fact exist as to whether he owned the musical works at the time of the 2004 Agreements. See Craft Br. at 18-20.

In sum, even though Plaintiffs position rests on a thin reed of evidence at best, “[t]he existence of a transfer or assignment of common law copyright.. .is a factual question of the author’s intent” that must be resolved by a jury. Self-Realization Fellowship Church v. Ananda Church of Self-Realization, 206 F.3d 1322, 1328 (9th Cir.2000) (emphasis added) (citations omitted). “While a jury may conclude that on balance the evidence demonstrates that [Marin] had no intent to transfer to [Craft] his common law copyrights, at the summary judgment stage, a district court is entitled neither to assess the weight of the conflicting evidence nor to make credibility determinations.” Id. (citation omitted). The Court thus holds that there is a genuine issue of material fact as to whether Marin held onto his initial ownership rights in the Happy Man Composition, or whether Marin assigned his ownership rights over to Craft or Speed Records.

2. Triable Issues Exist as to Pre-2004 Ownership of the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings

“Sound recordings are ‘derivative’ works of the preexisting musical composition, and to obtain a copyright in a sound recording one must secure a license from the copyright owner of the underlying work.” In re Cellco P’ship, 663 F.Supp.2d 363, 369 n. 6 (S.D.N.Y. 2009); see also Pl.’s Br. at 32. Because the Sound Recordings at issue here were created pri- or to 1972, they are not protected by federal copyright law, but instead “are protected by state common law on copyright infringement.” Arista Records LLC v. Lime Grp. LLC, 784 F.Supp.2d 398, 436 (S.D.N.Y.2011) (citing 17 U.S.C. § 301(c); Capitol Records, Inc. v. Naxos of Am., Inc., 4 N.Y.3d 540, 797 N.Y.S.2d 352, 830 N.E.2d 250, 263-64 (2005) (recognizing that New York common law protects pre-1972 sound recordings)). A claim for infringement pursuant to New York common law consists of two elements: (1) a valid copyright; and (2) unauthorized reproduction of the work protected by the copyright. See id.; Naxos, 797 N.Y.S.2d 352, 830 N.E.2d at 266.

As discussed above, the identity of the owner of the Happy Man Composition, and thus the person or entity empowered to authorize derivative sound recordings, remains a disputed issue of fact. All of the most likely candidates, however — Marin, Craft, or Speed Records — were intimately involved in the creation of the Sound Recordings at issue here, and it is likely for that reason that no party explicitly asks the Court to hold that the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings were unauthorized derivative works. In fact, the parties are not that far off with their competing theories of ownership of these three Sound Recordings: Plaintiff proposes that Craft owned the works either personally or through Speed, and then transferred them via the 2004 Agreements, while Defendants maintain that Speed owned the works, and then transferred them via the Roulette Acquisition. Here too, however, the competing theories both rely on multiple disputed issues of fact, all of which remain irresolvable by the Court at this juncture.

Plaintiff argues that the same (unpro-duced) written agreement between Marin and Craft that vested Craft with ownership of the Happy Man Composition also vested Craft with ownership of the Happy Man Sound Recording. PL’s Br. at 1. Plaintiff thus stakes out the position that, as the rightful owner of the Happy Man Composition and both the catalyst and financier for the Happy Man, Happy Soul, and Happy Soul with a Hopk Sound Recordings, Craft was the exclusive owner of those works up until the 2004 Agreements. See id. at 31-35.

Plaintiffs position again relies exclusively on Craft’s deposition testimony. Compared to his vague responses regarding the Happy Man Composition, Craft’s testimony with regard to these three Sound Recordings is marginally more specific, but it ultimately remains a muddle that is easily amenable to conflicting interpretations. For example, regarding the Happy Man Sound Recording, Craft repeatedly testified that he “put [the recording session] together,” “paid for the studio” and “paid of the session,” would “tell everybody [at the recording session] what they [could] do,” and specifically recalled “acquiring]” all rights in the recording from the producer who owned the studio, Henry Stone. See Declaration of Steven M. Kap-lan (Doc. 122), Ex. F (“Craft Tr.”), at 34-35, 48, 72-73, 78-79, 81. He also testified, however, to having no specific recollection of the Happy Man Sound Recording or its release on the Speed label. See Declaration of Steven M. Kaplan (Doc. 123), Ex. G (“Craft Tr. II”), at 20-24. When presented with a cover of the “Land of Love” album by the Moon People that contained the Happy Soul Sound Recording, Craft stated that all the songs on the album belonged to him, but he also disavowed involvement in the record’s release, which he accredited to Stanley Lewis’ unauthorized activities. See Craft Tr. at 112-15; Craft Tr. II at 32-35. Similarly, when shown the Happy Soul with a Hook single release, Craft noted that the song title sounded “familiar” and claimed that he owned the song because it was credited to “Dave Cortez and the Moon People,” but could not explain why his name was listed as a producer on the single, could not recall adding the additional organ track to the recording, and repeatedly disavowed all involvement in the release of the single, again accusing Lewis of putting out one of Craft’s songs without authorization. See Craft Tr. at 117-28, 143; Craft Tr. II at 36-38.

Plaintiff also tries to claim that Craft directly claimed ownership over these Sound Recordings because Craft’s testimony (i) indicates that his business relationship with Stanley Lewis was such that Lewis would own all of the “Latin” songs released on the Speed label and Craft would own all other songs released on Speed, and (ii) indicates Craft’s belief that the songs at issue here were “rock” songs, not “Latin” songs. See Pl.’s Br. at 18-20 (citing Craft Tr. at 32-33, 53-55, 59-60, 116); see also Craft Tr. II at 68-69. This too is disputed by Defendants, who agree that Craft never owned Latin music, but point to Marin’s statements that the Happy Man Sound Recording was “unquestionably Latin music,” to Marin’s status as “one of the musical artists at the forefront of the Latin Boogaloo movement,” and to the fact that the Happy Man Sound Recording was “widely known as Latin music” and originally recorded by the Latin Blues Band. See Memorandum of Law in Further Support of Joint Motion for Partial Summary Judgment (Doc. 149) (“Defs.’ Rep.”) 5-6 (citing Marin Decl. ¶¶ 2-5).

As for Defendants’ theory, it appears to assume that the Speed record label obtained ownership of the three Sound Recordings upon their creation. Defs.’ Br. at 3^1; see also Defs.’ Opp’n at 9, 12 (arguing that Craft’s only possible claim to ownership in the Sound Recordings would be through his partnership in Speed). Defendants do not articulate any specific expía-' nation for this assumption, but presumably rely on the fact that the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings were all released on the Speed label. Defendants instead jump right to the conclusion that the Sound Recordings were transferred from Speed to Roulette in 1969 via the Roulette Acquisition. See id. While Defendants have been unable to produce any written agreement documenting this transaction, they rely on (i) Marin’s declaration, which claims personal knowledge of the Roulette Acquisition, and (ii) the Billboard Article from April 1969, which reports a transaction in which Ethnic Tapes, Inc., a division of Roulette, “acquired the Speed catalog.” See Defs.’ 56.1 Counter at 24-25, ¶¶ 16-17; Billboard Article.

Plaintiff disputes that the Roulette Acquisition ever took place, and creates a genuine issue of material fact in doing so. In addition to the lack of any written agreement, Craft explicitly testified that he “never sold...any of [his] product” to Roulette and never had any “contractual relations” with Roulette’s owner, Morris Levy. Craft Tr. II at 45, 69. Craft also admitted, however, that he had “heard” Stanley Lewis had transferred Speed properties to Roulette without Craft’s required authorization. Craft Tr. at 89-91. Plaintiff also piggybacks on Defendants’ own assertion that the Roulette Acquisition involved only “Speed and Slew’s entire Latin music catalog,” Defs.’ 56.1 Counter at 24, ¶ 16, again arguing that the Sound Recordings at issue were not Latin music, and thus were not included in the Roulette Acquisition as Defendants’ themselves define it. See Pl.’s Rep. at 9-10.

Yet another factual dispute exists with respect to the Roulette-Fania Agreement from 1975. Unlike the Roulette Acquisition, Defendants have produced an actual copy of the agreement and represent that the Happy Man, Happy Soul, Happy. Soul with a Hook, and Hippy Skippy Sound Recordings were among those assets transferred. See Defs.’ 56.1 Counter at 25, ¶ 18 (citing Livingston Decl. ¶ 2); Roulette-Fania Agreement. Rather than dispute the existence of the agreement, Plaintiff instead plausibly contends that it did not actually effect the transfer of these particular Sound Recordings. First, Plaintiff points out that the RouletterFania Agreement, by its own express terms, applies only to the following labels: “Tico,” “Al-egre,” “Mardi Gra,” and “Speed Swinger.” See PL’s Rep. at 12 (citing Roulette-Fania Agreement at 1). Since the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings were released only on the Speed record label, and Defendants failed to adduce any evidence that “Speed Swinger” (or the other three labels) was a synonym for “Speed,” Plaintiff argues that the Roulette-Fania Agreement did not actually transfer those three Sound Recordings. Id. at 12-13. Plaintiff also points to Craft’s testimony, in which he arguably claims ignorance of any record label named “Speed Swinger,” and the testimony of Defendant Codigo’s principal Garrett Livingston, in which he fails to explain the basis for his belief that the four labels listed in the Roulette-Fania Agreement encapsulated all of the musical works owned by Roulette that were “Latin” in origin. See PL’s Rep. at 13 (citing Craft Tr. II at 49; Zarin Decl. II, Ex. RR (Livingston Deposition), at 68-84). Once again, without the ability to weigh this competing evidence, the Court cannot resolve this issue on summary judgment.

All told, the Court is unable to weigh all of this conflicting evidence at this stage. There thus remains a significant number of genuine issues of material fact as to the pre-2004 ownership of the Happy Man, Happy Soul, and Happy Soul with a Hook Sound Recordings.

3. Triable Issues Exist as to Pre-2004 Ownership of Hippy Skippy Composition and Sound Recording

As works that were derivative of the original Happy Man Composition, the Hip-py Skippy Composition and Sound Recording could not be validly copyrighted without authorization from the owner of the underlying work. Under any theory of ownership proposed here, however, the Hippy Skippy works were plainly not authorized by Marin, Craft, the Speed record label, or any other actor with a viable claim of ownership. Instead, it is undisputed that Harold Beatty wrote the composition and assigned it to the Slew label pursuant to a contract with Stanley Lewis— and no party even attempts to contend that such copying was authorized. See Defs.’ Opp’n at 3-4 (noting both that Marin never transferred his ownership of the Happy Man Composition to anyone and that Beatty authored the Hippy Skippy Composition); PL’s Br. at 28 n.10 (noting Codigo’s admission that Marin never authorized Beatty’s composition); PL’s 56.1 ¶¶ 17-18 (noting that Craft was not aware of Beatty’s composition).

There is thus no doubt that a cause of action exists to invalidate Eden’s 1969 copyright registration in the Hippy Skippy Composition, because it is undisputed that this was an unauthorized derivative work. The rub is that this cause of action belongs to the current owner of the Happy Man Composition rights, which is of course the central and disputed factual issue in this case. Compare Defs.’ Rep. at 6-8 (arguing that Plaintiff has no standing to invalidate the copyright registration because it has no ownership rights in the Happy Man Composition), with PL’s Rep. at 7-8 (arguing that the copyright registration should be invalidated because Plaintiff acquired the Happy Man Composition rights from Craft, who never authorized the Hippy Skippy Composition). For this reason, therefore, all copyright-related claims pertaining to the Hippy Skippy Composition and Sound Recording cannot be resolved on summary judgment.

Additionally, the Court notes some additional disputed factual issues. First, while Defendants maintain that Slew’s rights in the Hippy Skippy Sound Recording were transferred in the Roulette Acquisition, Defs.’ Opp’n at 5 (stating Roulette “acquired Speed and Slew’s entire Latin music catalog, which included... all of the other Sound Recordings identified above”), the Billboard Article reporting the acquisition does not mention Slew at all and was published in April 1969, while Defendants assert that it was not until December 1969 that Slew recorded and released the Hippy Skippy Sound Recording, id. Second, the same factual issue that exists regarding the Roulette-Fania Agreement, discussed above, applies equally to the Hippy Skippy Sound Recording, which was released only on the Slew and Roulette labels, neither of which were expressly listed in the terms of the Roulette-Fania Agreement. See Pl.’s Rep. at 12-13 (citing Roulette-Fania Agreement at 1).

4. Triable Issues Exist as to the Enforceability of the 2004 Agreements

It is undisputed that every one of Plaintiffs affirmative claims turns on the validity and enforceability of the 2004 Agreements between Plaintiff and Craft. Defendants and Craft, in opposing Plaintiff’s summary judgment motion, together argue that there remain genuine issues of material fact with respect to (i) whether Craft actually entered into the October 2004 Agreement, and (ii) whether Craft can prevail on three affirmative defenses: fraud in the execution, undue influence, and unclean hands. See Defs.’ Br at 6-13; Defs.’ Rep. at 1-4; Craft Br. at 5-17. The Court finds that triable issues remain only with regard to the affirmative defenses of fraud in the execution and unclean hands.

First, with respect to basic issues of contract formation, both Defendants and Craft go to great lengths to attempt to convince the Court that Craft’s deposition testimony is best construed as denying that he ever entered the 2004 Agreements. See Craft Br. at 5-6; Defs.’ Rep. at 2-4. That may be so, but critically, this ex-post testimony is the only evidence that these parties rely on when arguing that Craft never executed the 2004 Agreements. The parties do not dispute, for example, that the contract’s material terms are stated in “clear and unequivocal language,” which means the Court cannot conclude that the parties failed to manifest intent to be bound. See McNamara v. Tourneau, Inc., 464 F.Supp.2d 232, 238 (S.D.N.Y.2006) (“To determine if the parties agreed on a contract’s material terms, New York courts must first look to the written contract to assess whether it contains clear and unequivocal language or whether the language is ambiguous such that the parties could reasonably interpret it in different ways.”) (citation omitted). And while Craft surely testified that he never entered into or signed the 2004 Agreements, neither Defendants nor Craft explicitly argue that the signatures on the documents themselves were forged or argue that copies of the documents submitted to the Court are inauthentic, let alone provide evidence of either contention. To the contrary, there is no evidentiary basis on which to conclude that the signatures on the 2004 Agreements do not belong to Craft, and Defendants and Craft have no explanation for how Craft himself was able to produce the fully executed October 2004 Agreement from his own files during discovery in this case. See Pl.’s Br. at 14. Craft’s self-serving deposition testimony standing alone is therefore not sufficient to create a triable issue of fact as to whether Craft executed the 2004 Agreements, where no party argues that the contracts did not contain both Craft’s signature and clear, unambiguous terms. Cf. TD Bank, N.A. v. Piccolo Mondo 21st Century, Inc., 98 A.D.3d 499, 949 N.Y.S.2d 444, 446 (2012) (“Something more than a bald assertion of forgery is required to create an issue of fact contesting the authenticity of a signature.”). Craft is “bound by a contract [he] has signed” absent “special circumstances,” Hetchkop v. Woodlawn at Grassmere, Inc., 116 F.3d 28, 34 (2d Cir. 1997), “regardless of his.. .failure to read and understand its terms,” Ecoline, Inc. v. Local Union No. 12 of Int’l Ass’n of Heat & Frost Insulators & Asbestos Workers, AFL-CIO, 271 Fed.Appx. 70, 72 (2d Cir. 2008) (citation and internal quotation marks omitted). Under New York law, a party who signs a contract is “‘conclusively presumed to know its contents and to assent to them.’” State Bank v. Star Diamonds, Inc., 901 F.Supp. 177, 179 (S.D.N.Y.1995) (quoting Metzger v. Aetna Ins. Co., 227 N.Y. 411, 125 N.E. 814, 816 (1920)); see also Arakawa v. Japan Network Grp., 56 F.Supp.2d 349, 352 (S.D.N.Y.1999) (same).

That Craft signed the 2004 Agreements does not preclude them from be