Victory Records, Inc. v. Kalnoky, No. 15 C 9180, Slip Op. (N.D. Ill. Jun. 8, 2016) (Zagel, J.).

Judge Zagel denied defendant Kalnoky’s Fed. R. Civ. P. 12(b)(6) motion to dismiss contract claims against him personally in this contract and copyright dispute regarding Kalnoky and the band Streetlight Manifesto. Kalnoky was a member of the band Streetlight Manifesto and, before that, Catch 22.

There were two contracts governing the relationship between plaintiff Victory Records and Kalnoky – a 2002 Agreement and a 2013 Amendment. The Court held that while the 2002 Agreement was ambiguous, Victory Records’ complaint was consistent with the agreement and the ambiguous terms of the 2002 Agreement were not properly resolved at the Rule 12 stage.

The 2013 Amendment, on the other hand, was not ambiguous. The 2013 Amendment established that Kalnoky is equivalent to defendant Streetlight Manifesto for purposes of the 2013 Amendment stating that Kalnoky was “professionally known as ‘Streetlight Manifestio.’” Additionally, Kalnoky was the sole individual to sign the 2013 Amendment on behalf of Streetlight Manifesto.

Based upon the above, the complaint states a claim for which relief could be granted: to the extent Kalnoky was individually bound to the 2002 Agreement by the 2013 Amendment, his 2011-15 activities as a solo artist under his own label were a breach of the exclusivity and copyright obligations because Kalnoky did not give Victory written notice of his solo projects.

Finally, Kalnoky’s claims that, even if he is bound, he did not breach the agreements because he did not refuse or fail to perform with Streetlight Manifesto. Because that argument requires facts beyond the complaint, it is not proper at the Rule 12 stage.