Contract analysis

I. EXECUTIVE SUMMARY You have asked me to analyze whether Aurelius Global Media Group PLC's ("Aurelius") anticipated copyright infringement claims against StreamNow Holdings, Inc. ("StreamNow"), Meridian Digital Distributors, LLC ("MDD"), and Franklin Ogilvie ("Ogilvie") are timely under the three-year statute of limitations set forth in 17 U.S.C. § 507(b). This memorandum addresses that question comprehensively, exa

II. FACTUAL BACKGROUND RELEVANT TO LIMITATIONS ANALYSIS The following factual background is drawn from documents and information provided by Aurelius during the initial consultation and engagement process, including materials forwarded by Bexley Marsh Solicitors LLP (UK counsel), internal Aurelius records, and preliminary research conducted by this office. This section is limited to facts bearing on the statute of li

1. Brindoval Channel Networks, Inc. — Dallas, Texas

2. BrightLoop Media, LLC — Miami, Florida

3. Velvet Stream Partners, LP — Toronto, Ontario, Canada

4. Pacific Lantern Digital Pty Ltd — Sydney, New South Wales, Australia Each of these sublicensing arrangements constitutes a separate and distinct act of distribution and, upon the downstream transmission of Aurelius content to end users, additional acts of reproduction and public performance. The sublicensing arrangements are ongoing and have generated substantial revenue for StreamNow, as detailed in Section V.B b

III. STATUTORY FRAMEWORK — 17 U.S.C. § 507(b) A. Text of the Statute The Copyright Act provides a single, uniform statute of limitations for civil copyright infringement actions. Section 507(b) of Title 17 of the United States Code states: "No civil action shall be maintained under the provisions of this title unless it is commenced within three years after the claim accrued." 17 U.S.C. § 507(b). This provision appli

IV. ACCRUAL THEORIES: DISCOVERY RULE VS. INJURY RULE The central interpretive question under § 507(b) is when a claim "accrues" for purposes of the three-year limitations period. Two competing theories have been advanced in the courts: the injury rule and the discovery rule. As discussed below, the choice between these theories does not affect the outcome in this case — Aurelius's claims are timely under either appro

V. APPLICATION OF THE SEPARATE-ACCRUAL RULE A. Continuing Nature of the Infringement The separate-accrual rule is particularly significant in cases involving continuing infringement, and the infringement at issue here is paradigmatically continuing in nature. StreamNow's unauthorized streaming of the 217 Aurelius titles is not a single, discrete act that occurred at a fixed point in time. Rather, it is a continuing c

VI. ANALYSIS OF POTENTIAL LACHES DEFENSE A. Laches After *Petrella* StreamNow may attempt to assert the equitable defense of laches in response to Aurelius's claims. However, the Supreme Court's decision in Petrella severely constrains the availability of this defense in the copyright context. As discussed above, Petrella held that laches cannot be invoked to preclude a damages claim brought within the applicable sta

VII. EQUITABLE TOLLING CONSIDERATIONS A. Doctrine Overview Equitable tolling is a judicially created doctrine that permits a court to extend the applicable statute of limitations beyond its nominal expiration date where fairness requires. The doctrine is typically invoked in two categories of cases: (1) where the plaintiff has been prevented from filing suit by extraordinary circumstances beyond its control, such as

VIII. IMPACT OF COPYRIGHT REGISTRATION STATUS ON LIMITATIONS ANALYSIS The copyright registration status of the 217 infringed titles affects the range of remedies available to Aurelius but does not affect the statute of limitations analysis. Of the 217 Aurelius-owned audiovisual works at issue, 189 titles have timely U.S. copyright registrations — meaning they were registered with the U.S. Copyright Office either with

IX. CLAIMS AGAINST CO-DEFENDANTS: MDD AND OGILVIE A. Contributory Infringement and Inducement Claims In addition to the direct infringement claims against StreamNow, Aurelius intends to assert claims for contributory copyright infringement and inducement of infringement against Meridian Digital Distributors, LLC (California Secretary of State File No. 202115729430) and its principal, Franklin Ogilvie. These claims ar

1. Breach of Separation Agreement (against Ogilvie) Ogilvie's separation agreement, dated June 30, 2021, is a written contract governed by California law. Claims for breach of a written contract are subject to California's four-year statute of limitations under California Code of Civil Procedure § 337. The breach at issue is continuing in nature, as Ogilvie's ongoing use of Aurelius intellectual property through MDD

2. Fraud (against Ogilvie) Aurelius may assert a claim for fraud against Ogilvie based on his fraudulent representation to StreamNow (and, by extension, to the market) that MDD held valid distribution rights to Aurelius content. Fraud claims in California are subject to a three-year statute of limitations under California Code of Civil Procedure § 338(d), which provides that the limitations period commences "upon the

3. Unfair Competition under Cal. Bus. & Prof. Code § 17200 (against StreamNow) Aurelius may assert a claim under California's Unfair Competition Law, Business and Professions Code § 17200, against StreamNow for engaging in unlawful, unfair, or fraudulent business acts or practices — specifically, the unauthorized distribution of Aurelius content for commercial gain. Claims under § 17200 are subject to a four-year sta

4. Tortious Interference with Prospective Economic Advantage (against StreamNow and/or MDD/Ogilvie) Aurelius may assert a claim for tortious interference with prospective economic advantage, based on StreamNow's (and MDD's/Ogilvie's) interference with Aurelius's ability to license its content to competing streaming platforms and distributors. This claim is subject to California's two-year statute of limitations for i

X. RECOMMENDATIONS AND STRATEGIC CONSIDERATIONS Based on the foregoing analysis, I offer the following recommendations for the team's consideration. A. File Promptly if Settlement Fails While all claims are comfortably within their respective limitations periods, prompt filing maximizes the recoverable damages window and eliminates any potential argument — however weak — that Aurelius delayed in asserting its rights.