Whose Plans are They? S&S v Mystic Seaport
This story was triggered by an Instagram post I saw on the Sparkman and Stephens feed last week. It read…
Hmmm. It would be interesting to find out a little more about this.
Here is the outline of the dispute as described by Mary S. McElroy, United States District Judge
S&S is a naval architecture and brokerage firm that has designed yachts and other maritime vessels since its founding in 1929. The Museum is one of the world's leading maritime museums, which holds more than 130 collections of historical ship plans. This case arises from a dispute over a 1989 Agreement between S&S and the Museum governing the donative transfer of certain S&S maritime drawings and associated records to the Museum for long-term preservation. Pursuant to the 1989 Agreement, upon donation, title to the S&S materials passed to the Museum and the Museum assumed an obligation to offer the materials to the public, including through the sale of copies subject to certain limited exceptions. Presumably satisfied with the arrangement, in 2011, S&S made a further donation of its remaining historical plans and related materials to the Museum on the same terms as the 1989 Agreement.
On August 15, 2018, Donald Tofias acquired S&S and sought to obtain control over access to S&S's historical drawings. Exactly one week after the acquisition, Mr. Tofias asked the Museum to “suspend sales” of copies of historical S&S plans and informed S&S staff that the Museum's reproduction and sale of S&S designs would be halted until a new agreement more favourable to S&S's interests could be negotiated. Later, Mr. Tofias demanded that the Museum cut off public access to the S&S materials. To date, the Museum has obliged Mr. Tofias' request.
On January 15, 2021, S&S filed this lawsuit alleging that the Museum breached the 1989 Agreement by selling copies of S&S plans for use in the restoration of boats, failing to properly preserve S&S materials, and failing to maintain a log of sales for the years 2000 to 2004. Additionally, S&S alleges six counts of copyright infringement, each premised upon the Museum's 2018 sale of plans for the boat Gesture, and one count of unjust enrichment. The Museum asserted counterclaims against S&S for tortious interference with business relations and seeking a declaratory judgment that S&S's copyrights are invalid and unenforceable
On April 24, 2023, both parties filed motions for summary judgment. S&S argues that the Court should grant summary judgment that (1) the Museum is liable for breach of contract, (2) the Museum has infringed various S&S copyright registrations; and (3) the Museum is not entitled to corrective advertising damages. Conversely, the Museum argues that the Court should grant summary judgment in its favor on all S&S's claims.
So what happened next?
Some googling produced this.
Wiggin and Dana Obtains Summary Judgment for Mystic Seaport Museum in Federal Lawsuit that Sought to “Rescind” 34-Year-Old Donation of Historic Yacht-Design Drawings
On August 17, 2023, the United States District Court for the District of Rhode Island granted a summary judgment win on behalf of our client Mystic Seaport Museum in Sparkman & Stephens Holdings.
This ground breaking victory allows the museum – the largest maritime museum in the United States, and one of the most well-regarded maritime museums in the world – to retain an important collection of thousands of historic, hand-drawn boat-design drawings that were donated to the museum in 1989 and 2011 by the world-famous naval architectural firm Sparkman & Stephens . These drawings were characterized by one witness as the maritime equivalent of “the actual sheets of paper on which Beethoven wrote his music.”
The litigation between S&S and the museum began in January 2021 when S&S’s new owner decided that he would try to “rescind” his predecessors’ donation by alleging the museum had breached the original donation agreement and infringed S&S’s copyrights. Central to the dispute was whether the donation agreement, which permitted the museum to sell copies of the original drawings for purposes other than “boatbuilding,” prohibited the museum from selling drawings for purposes of restoring original S&S boats. Wiggin and Dana obtained favourable testimony from three witnesses who were directly involved in drafting, negotiating, and executing the agreement in 1989. U.S. District Judge Mary S. McElroy found that this testimony, plus the 30-year course of dealings between S&S and the museum, established that the parties had always intended for the museum to sell copies of S&S plans for restoration. In addition, the judge found rescission of the agreement would be inappropriate as a matter of law due to the inability to return to the status quo as it existed in 1989.
The litigation raised fundamental issues affecting all museums, including the importance of honouring donor intent – an ethical principle that generally requires museums to follow the intentions of those who donate items to museum collections – and preserving public access to cultural resources.
Peter Armstrong, President of Mystic Seaport Museum, said, “As we have said from the outset of the case, Mystic Seaport Museum takes very seriously the promises it makes to its donors, and we are gratified that the court found we have kept the agreement we made with our donor more than three decades ago.”
What I’m not clear about is the timeframes. If the Law firm of Wiggin and Dana claimed victory in August last year, why are the new proprietors at S&S admitting defeat on their Instagram page eight months later?
Anyway… I realise that I’m no lawyer… but I think the goodies won.
