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In a decision issued on May 27, 2024, the 4th panel of the Brazilian Superior Court of Justice (STJ) upheld the Rio de Janeiro Court of Appeals’ (TJ/RJ) decision that recognized the validity of the copyright assignment agreement signed between the composer Nizan Guanaes (assignor) and Stalo Produções Artísticas (assignee). The case entails the rights to the song “We Are the World of Carnaval”, which Stalo Produções later transferred to Universal Music.
Nizan Guanaes composed the song “We Are the World of Carnaval” especially for the charitable fundraising campaign of the Obras Sociais Irmã Dulce organization. The song’s title is a reference to the song “We Are the World” composed by Michael Jackson and Lionel Richie. The “Brazilian version” was released on November 28, 1988, and became a constant hit at the Bahian Carnival, being one of the most played songs at Salvador’s Carnival and other similar events across Brazil.
In 1991, Nizan Guanaes signed a contract with Stalo Produções Artísticas, covering the rights to the song “We Are the World of Carnaval”. However, in 2008, after discovering that Stalo Produções Artísticas had transferred the rights to Universal Music, Guanaes filed a lawsuit against Stalo Produções, arguing that their contract only covered the right to edit the song, not a full assignment of rights, thus permitting unilateral termination in accordance with the provisions of the contract terms. He also argued that Stalo Produções Artísticas had failed to provide proper accounting and had obstructed the publicizing of the work, in addition to having transferred, without his authorization, the rights to Universal Music, which is why he sought to dissolve the contract.
Conversely, Stalo Produções Artísticas and Universal Music argued in their defense that the initial contract was a full and permanent copyright assignment, not subject to unilateral termination. They also stated that they had properly provided proper accounting and effectively disseminated the work.
Copyright protection begins with the creation of the work and its 'fixation' in any medium, regardless of registration. In other words, from the creation of the work, the author acquires the right of paternity and exclusive use. These rights are hybrid in nature: moral rights, which are related to the author's personality, linked to the creation and dissemination of the work, and are inalienable and non-transferable; and economic rights, which consist of the economic exploitation of works and can be assigned or transferred to third parties, whether individuals or legal entities.
Concerning the duration of these rights, moral rights are eternal, requiring that the author must always be credited when the work is mentioned, regardless of the time elapsed since its creation. The protection of economic rights lasts for 70 years from January 1st of the year following the author’s death, regardless of whether the rights have been assigned.
Brazilian Copyright Law provides for the succession of economic rights to the author's heirs if the author dies without having assigned the rights to third parties. In any case, whether the rights have been assigned or inherited, the duration is the same 70-year period. However, if an author has no heirs and has not assigned the rights, the work immediately enters the public domain upon their death.
The case at hand, the controversy centered on the nature of the contract between the parties and the rights and obligations arising from it, as well as the conduct of the parties in carrying out the agreed terms.
In his decision, the Reporting-Justice of the TJ highlighted that the contract submitted as evidence was titled “Contract for the Publication and Assignment of Copyrights” and that the clauses in the document provided for i) the assignment and transfer of the author’s economic rights “in full ownership,” ii) the subrogation to the assignee of all the assignor’s rights and privileges; and iii) the assignment was made for a fee proportional to the income derived from the work. Therefore, the contract in question had the effects of a rights assignment not only because of its title but also due to the content of its clauses.
Accordingly, since the plaintiff did not allege any deficiency in the contract’s execution that could render it void, nor was any violation of legal rules identified, the plaintiff's request for unilateral termination was deemed unfounded. Likewise, a possible breach of contract was dismissed due to lack of proof.
This case emphasizes the importance of drafting clear and objective contracts that undergo thorough analysis for potential risks and ambiguities. This approach ensures the rights and obligations of the parties concerning the work, preserving the genuine interest and rights of those involved and avoiding future disputes over the agreed provisions.
