COMPASS v Golden Village: Copyright Licence Termination & Misrepresentation

The Composers and Authors Society of Singapore Ltd (COMPASS) sued Golden Village Multiplex Pte Ltd (GV) in the High Court of Singapore, seeking to enforce a copyright license agreement. GV argued the license was terminated due to COMPASS's breach of contract and misrepresentation regarding its right to administer copyright for all musical works in GV's films. The court (Andre Maniam JC) found that COMPASS did not breach the contract or make any misrepresentations, but the court declared that GV effectively terminated the license with notice, such that 30 June 2017 was the last day on which the Licence was in force.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for the Plaintiff in part; declaration that the Licence has been terminated such that 30 June 2017 was the last day on which the Licence was in force.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

GV sought to terminate its copyright license with COMPASS, alleging breach and misrepresentation. The court found for COMPASS, but the license was terminated with notice.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Composers and Authors Society of Singapore LtdPlaintiffCorporationPartial JudgmentPartialLee Tau Chye
Golden Village Multiplex Pte Ltd (formerly known as Golden Village (Yishun) Pte Ltd)DefendantCorporationCounterclaim partially allowedPartialTony Yeo Soo Mong, Rozalynne Asmali, Loo Fang Hui

3. Judges

Judge NameTitleDelivered Judgment
Andre ManiamJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Lee Tau ChyeLee Brothers
Tony Yeo Soo MongDrew & Napier LLC
Rozalynne AsmaliDrew & Napier LLC
Loo Fang HuiDrew & Napier LLC

4. Facts

  1. COMPASS is a collective management organisation operating in Singapore.
  2. GV is Singapore’s largest cinema operator.
  3. In 1995, GV entered into a Copyright Music Licence-Contract with COMPASS.
  4. Pursuant to the Licence, GV paid COMPASS a licence fee equivalent to 0.2% of the gross ticket takings of GV’s cinemas until the end of March 2016.
  5. On 16 June 2016, GV wrote to COMPASS to say that they would cease the current arrangement of paying COMPASS after the expiry of each quarter based on gross ticket takings with effect from 1 April 2016.
  6. GV contends that COMPASS promised or represented that COMPASS had the right to grant GV permission to perform publicly, or authorise the public performance of, any or all of the musical works in all movies screened by GV in its cinemas.
  7. COMPASS does not have the right to administer the copyright to all musical works.

5. Formal Citations

  1. Composers and Authors Society of Singapore Ltd v Golden Village Multiplex Pte Ltd (formerly known as Golden Village (Yishun) Pte Ltd), Suit No 1155 of 2019, [2021] SGHC 2

6. Timeline

DateEvent
Singapore’s Copyright Act came into force
Copyright Music Licence-Contract signed between COMPASS and GV
GV and other cinema operators wrote to COMPASS to cease payments
GV ceased payments to COMPASS
Trial began
Trial concluded
Judgment reserved
GV unsuccessfully tried to re-negotiate the licence rate

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that COMPASS was not in breach of an express or implied term in not having the right to administer copyright in all musical works.
    • Category: Substantive
    • Sub-Issues:
      • Breach of express term
      • Breach of implied term
  2. Misrepresentation
    • Outcome: The court held that GV did not make out its misrepresentation case.
    • Category: Substantive
  3. Termination of Contract
    • Outcome: The court found that the 16 June 2016 letter was effective as a notice of termination under clause 6 of the Licence, and accordingly that the Licence has been terminated on 30 June 2017.
    • Category: Substantive
    • Sub-Issues:
      • Termination by notice

8. Remedies Sought

  1. Declaration
  2. Damages
  3. Order for submission of gross receipts
  4. Payment of licence fee
  5. Payment of late interest

9. Cause of Actions

  • Breach of Contract
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation
  • Intellectual Property Law

11. Industries

  • Entertainment
  • Media

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sembcorp Marine Ltd v PPL Holdings Pte LtdCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the principles on implying terms in a contract.
Gimpex Ltd v Unity Holdings Business LtdCourt of AppealYes[2015] 2 SLR 686SingaporeCited regarding the purpose of notice to admit hearsay evidence.
The “Chem Orchid”High CourtYes[2014] SGHCR 1SingaporeCited for the principle that no particular form or wording is required for a notice of termination.
Sintra Merchants Pte Ltd v Brown Noel Trading Pte Ltd (Donald & McArthy Pte Ltd, third party)N/AYes[1996] 1 SLR(R) 809SingaporeCited for the principle that the valid exercise of a right to terminate is a species of election.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
Copyright Act (Cap 63, 2006 Rev Ed)Singapore
Evidence Act (Cap 97, 1997 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Copyright
  • Licence
  • Repertoire
  • Gross ticket takings
  • Collective management organisation
  • Termination
  • Misrepresentation
  • Public performance

15.2 Keywords

  • Copyright
  • Licence
  • Termination
  • Misrepresentation
  • Cinema
  • Music
  • Golden Village
  • COMPASS

16. Subjects

  • Contract Law
  • Copyright Law
  • Civil Procedure

17. Areas of Law

  • Contract Law
  • Copyright Law
  • Evidence Law