Category Archives: Section 2.1(c)

S 02.1.3

2 responses to “S 02.1.3”

  1. Gillian Spraggs says:

    ‘The Registry will be responsible for… representing the interests of Rightsholders’.

    A Rightsholder is defined (1.132) as ‘a member of the Settlement Class who does not opt out of the Settlement by the Opt-Out Deadline’.

    That has to mean the authors of the misleadingly-termed ‘orphan works’, the ‘non-active’ rights-holders, as well as the ‘registered’ rights-holders.

    Under UK law that would mean, surely, that the Registry and its officers owe fiduciary duties towards the ‘non-active’ rights-holders. There must, surely, be some equivalent under US law.

    A legal website in the UK gives a definition of fiduciary duties that includes the following: ‘A fiduciary … may not act to their own advantage or the benefit of a third person without the fully informed consent of the principal.’ The Settlement would seem to breach this principle, since the ‘non-active’ rights-holders, by definition, cannot give consent, informed or otherwise, to the actions of Google and the Registry.

  2. Yes, this clause will require that the Registry will owe duties to non-active rights-holders. The scope of those duties, though, are defined by the legal document that creates the fiduciary relationship, and here, I expect that the registry’s charter will be careful to explain that the registry doesn’t need specific consent from non-active rightsholders, provided it follows the terms of the settlement. The Registry can’t deliberately act against their interest, nor can it breach terms in the settlement itself.

    Bottom line: yes to fiduciary duties or something very similar, but informed consent is a default rule, not a mandatory one, and I read the settlement to modify that default rule.

(c) Registry/Notice/Claims Administration Funding. Google shall is obligated to pay thirty-four and one-half million United States dollars (U.S. $34.5 million) (of which twelve million United States dollars (U.S. $12 million) has been paid) to fund the launch and the initial operations of the Registry and to fund other Administrative Costs. The Registry will be responsible for locating and collecting information from Rightsholders, identifying and coordinating payments to Rightsholders, and otherwise representing the interests of Rightsholders under this Amended Settlement Agreement.

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