Amazing Grace Movie, LLC v. Estate of Aretha Franklin (Andrew Mayoras, Special Personal Representative), et al.; and Amazing Grace Movie, LLC v. Springtime Publishing, Inc.
| To: | Sean B. Crotty, Esq., Crotty Law, LLC |
| From: | Alan Elliott |
| Date: | July 26, 2026 |
| Re: | Follow-up to our call — JAMS Arbitration, Ref. No. 5345000713, and the related federal action (transferred to the Eastern District of Michigan) |
This follows up on our call, and is meant to put the full picture in writing so you have a single reference document as you consider taking over from Pessah Law Group. It updates and supersedes a similar briefing I prepared on July 10, 2026 for another attorney I was considering — material has changed since then, most significantly the transfer of the federal action to Michigan and the breakdown of the relationship with current counsel, both described below. It was compiled from the arbitration case file, email correspondence, and my document files. Several items are flagged for independent verification against Pessah Law Group's files and the relevant dockets before you rely on them.
Amazing Grace Movie, LLC (“AGM”) holds rights, derived from a March 21, 2019 settlement agreement with the Estate of Aretha Franklin, to exploit the 1972 concert documentary “Amazing Grace” and certain ancillary “Clip Rights.” In June 2025, director Brett Ratner and RatPac Entertainment sought to license roughly five minutes of outtake footage and audio of Franklin's title performance for use in Melania, the authorized biographical documentary about First Lady Melania Trump. The Estate refused consent.
AGM commenced a JAMS arbitration (Ref. No. 5345000713) on October 22, 2025, and won emergency relief: on November 18, 2025, Emergency Arbitrator Barbara A. Reeves issued an Interim Award finding the Estate's refusal was not commercially reasonable, that the Estate breached the 2019 Agreement and the implied covenant of good faith and fair dealing, and enjoining the Estate from interfering with the license.
The Estate's wholly-owned Michigan music publisher, Springtime Publishing, Inc. (also referenced as Springtime Music, Inc.), then approached the documentary's producers directly to demand a separate synchronization fee — conduct AGM viewed as an end-run around the injunction. A contempt motion was denied on December 12, 2025 for want of a sufficiently definite violation, without resolving Springtime's relationship to the Estate. On April 3, 2026, AGM filed a Petition to Compel Arbitration in Los Angeles Superior Court to bring Springtime into the JAMS arbitration; Springtime removed that action to the Central District of California on April 27, 2026.
What's changed since my last briefing: On July 15, 2026, Judge Michael W. Fitzgerald granted Springtime's motion to dismiss for lack of personal jurisdiction and, in the alternative, transferred the action to the U.S. District Court for the Eastern District of Michigan. That transfer is now the central procedural fact of the case — see Section VI. Separately, and more urgently, my relationship with Maurice Pessah of Pessah Law Group has broken down, and there are live deadlines in both matters this week that need immediate attention — see Section X.
The Estate answered AGM's original complaint and filed counterclaims on January 6, 2026, seeking declarations that narrow the scope of Clip Rights, plus a breach-of-contract claim for unpaid accountings since 2022. A full arbitrator, Richard Chernick, Esq., was appointed January 9, 2026 to preside over the merits phase. Immediate priorities are set out in Section XIV.
| Role | Party / Counsel |
|---|---|
| Claimant | Amazing Grace Movie, LLC (Alan Elliott, principal); also referenced with affiliated entities Al's Records & Tapes and Alan Elliott individually |
| Claimant's Counsel (current, transitioning out) | Maurice Pessah, Esq., Pessah Law Group, PC — see Section X on the status of this representation |
| Respondent (Estate/arbitration) | Andrew Mayoras, as Special Personal Representative of the Estate of Aretha Franklin |
| Also Named Individually | Kecalf Franklin (Aretha Franklin's son) — named personally on the tortious-interference claims |
| Respondent's Counsel | Jonathan M. Colman, Barron, Rosenberg, Mayoras & Mayoras, P.C. (Troy, Michigan); Brian D. Caplan, Reitler Kailas & Rosenblatt LLP (New York) |
| Respondent (federal action) | Springtime Publishing, Inc. — Michigan corporation, the Estate's wholly-owned music publisher |
| Arbitrator (merits) | Richard Chernick, Esq., appointed Jan. 9, 2026; case manager Leslie Romero (JAMS Los Angeles, 213-253-9793, LRomero@jamsadr.com); fee schedule: $16,000 daily rate (up to 8 hrs), $1,250/hr other time |
| Emergency Arbitrator (concluded) | Barbara A. Reeves, Esq. — handled the emergency-relief phase only (through the Nov. 18, 2025 Interim Award and Dec. 12, 2025 contempt order) |
| Client's Tax Counsel | Robert W. Wood, Managing Partner, Wood LLP, 333 Sacramento Street, San Francisco, CA 94111 — (415) 834-0113 direct, (415) 834-1800 main, Wood@woodllp.com; assistant Carson Trail, (415) 834-0520. Already briefed as of July 24, 2026 on both the Pessah fee dispute and the Novomesto/1099 tax question — worth looping in directly given the overlap. |
| Date | Event |
|---|---|
| Apr. 1, 1968 | Atlantic Recording Corp., Warner Bros.-Seven Arts, Inc., and Aretha Franklin enter a five-year personal-services agreement. Section 4(e) grants the company the right to incorporate arrangements Franklin owned at the time of recording — relevant to the unfiled WMG indemnity theory (Section IX). |
| Apr. 1, 1968 (same date) | A separate Indemnity Agreement obligates Atlantic to hold Warner Bros.-Seven Arts harmless from, and reimburse it for, any loss, cost, damage, or expense arising from the personal-services agreement. |
| Jan. 1972 | Warner Bros.-Seven Arts and Atlantic film and record two concerts of Franklin performing gospel material at the New Temple Missionary Baptist Church, Los Angeles. |
| 1972 | Atlantic releases the live album “Amazing Grace.” |
| 2015 | Elliott attempts to exhibit a restored concert documentary at Telluride without a music sync license. Franklin sues in D. Colo. (Case No. 15-cv-01921) and obtains an injunction. |
| Dec. 11, 2007 | Warner Bros. Pictures executes a Quitclaim Agreement assigning its film-element rights to Al's Records and Tapes and Elliott, conditioned on Elliott independently obtaining sync/master rights from Franklin. |
| Aug. 2018 | Aretha Franklin dies; her rights pass to her Estate. |
| Mar. 21, 2019 | The Estate and AGM enter the Agreement resolving the Colorado litigation and granting AGM rights to exploit the Film and “Concert Footage,” subject to the Exhibit R Ancillary Rights matrix (Section III.A). |
| Undated (post-2019) | A short amendment revises the film's credit block (an “Aretha Franklin” starring card and a producer card for Sabrina Owens). Administrative only. |
The 2019 Agreement grants AGM “Appearance” rights — Franklin's name, image, and performance — solely as embodied in the Film and Concert Footage, and states that nothing authorizes using the audio and video elements “separately and/or independently from one another.” Ancillary rights beyond the Film are carved out in Exhibit R across three approval tiers:
“Clip Rights” are defined in Paragraph 2(d) as the right to exploit still photographs, footage, trims, outtakes, and B-roll from the Film or Concert Footage in other audiovisual works, or to license such material as stock footage. Paragraph 2(e) separately obligates the Estate to cause Springtime to issue AGM a gratis synchronization license for Franklin's arrangement of “Amazing Grace,” but only for use in the Film itself, its trailers, and customary Film promotion. Paragraph 22 requires AGM to deliver semiannual accounting statements and payments to the Estate within 90 days of each period's close.
The core legal dispute is whether a given use falls within Category 2 (Clip Rights, reasonableness standard — AGM's position, and what the Emergency Arbitrator found) or Category 1 (Music Publishing Rights, absolute discretion — the Estate's position) — and relatedly, whether Springtime's separate publishing rights in the “Amazing Grace” arrangement (copyright reg. no. Ea466594) give the Estate an independent basis to block or monetize a use regardless of the Clip Rights question.
Note for you: this same Category 1/2 framework is what will govern two live business questions — a possible longer/re-edited cut of the Film for future release, and a possible remixed presentation at the Sphere (Las Vegas). Both likely require Estate consent under the same structure described here; see Section XI.
In June 2025, AGM — which has an existing relationship with Brett Ratner — was approached by Ratner and RatPac Entertainment to license roughly 4:39 of outtake footage and audio of Franklin performing “Amazing Grace” for Melania. Amazon reportedly paid $40 million for the film (theatrical release Jan. 30, 2026, then Amazon/MGM+ streaming). Ratner's team advised that the Michael Jackson, Lionel Richie, James Brown, Al Green, Elvis Presley, Edith Piaf, and Nina Simone estates had already cleared similar uses. The scene depicts the First Lady lighting a memorial candle for her late mother. The offer was $200,000 for five minutes plus contingent compensation.
AGM gave the Estate the notice required for a Category 2 right. The Estate refused, asserting both technical objections (that separating audio from video exceeds the Clip Rights grant and requires Category 1 / Springtime sync approval) and subject-matter objections rooted in the political sensitivity of a Melania Trump documentary and public reporting regarding Brett Ratner.
On October 22, 2025, AGM filed its Demand for Arbitration, pleading: (1) breach of contract; (2) breach of the implied covenant of good faith and fair dealing; (3) unfair business practices; (4)–(5) tortious interference (prospective and existing economic advantage); (6) express indemnity; (7) tortious interference with contract. Kecalf Franklin was named individually on the tortious-interference claims.
On November 10, 2025, AGM applied for emergency relief under JAMS Rule 2(c). Emergency Arbitrator Barbara A. Reeves issued a preliminary order November 14, 2025, followed by a full Interim Award on November 18, 2025. The Interim Award:
The Interim Award is the single most important document in the file. Virtually every later filing — the contempt motion, the Estate's counterclaims, the Springtime petition — relies on it or attempts to work around it.
Despite the Injunction, Springtime began contacting the Melania producers directly to demand a separate synchronization payment — conduct AGM viewed as the Estate laundering prohibited interference through a nominally separate but wholly-controlled subsidiary. Michigan Secretary of State records reportedly list the “Estate of Aretha Franklin” as Springtime's president, with the Estate's own counsel as registered agent.
On December 3, 2025, AGM moved to enforce the Interim Award and sought contempt sanctions under JAMS Rule 29 against the Estate, its counsel, and Springtime, on an alter-ego/instrumentality theory. The Estate opposed December 5, 2025. On December 12, 2025, the Emergency Arbitrator denied the contempt motion for want of a sufficiently specific and definite violation under Cal. Civ. Proc. Code § 1209(a)(5) — but left open the underlying question of whether Springtime is bound as the Estate's alter ego or agent. That open question became the subject of the petition described next.
On April 3, 2026, AGM filed a Petition to Compel Arbitration in the Superior Court of California, County of Los Angeles, naming Springtime as respondent, seeking an order compelling Springtime into the JAMS arbitration and a declaration that Springtime is bound by the Interim Award. It advanced agency, alter ego, equitable estoppel, and Code of Civil Procedure § 1281.2(c) theories.
Springtime removed the action on April 27, 2026 to the U.S. District Court for the Central District of California (assigned Case No. 2:26-cv-04433-MWF-PD) on diversity grounds, and moved to dismiss for lack of personal jurisdiction or, alternatively, to transfer to the Eastern District of Michigan. A hearing was held July 8, 2026; the tentative ruling favored Springtime, but the Court took the matter under submission after argument rather than adopting the tentative outright.
Result: On July 15, 2026, Judge Fitzgerald granted the motion, finding no specific personal jurisdiction over Springtime in California and ordering the case transferred to the Eastern District of Michigan under 28 U.S.C. § 1631. The new E.D. Michigan case number has not yet been confirmed in my records — this should be one of your first calls, either to the E.D. Mich. clerk's office or to Pessah Law Group.
This matters for two reasons beyond venue: first, whatever happens in Michigan will determine whether Springtime can be forced into the JAMS arbitration alongside the Estate; second, the transfer occurred in the middle of the transition away from Pessah Law Group, so continuity of representation in the new forum is an open, live issue — see Section X.
My stated preference, for your independent assessment: on July 23, 2026, I directed Maurice in writing to seek a voluntary dismissal without prejudice under FRCP 41(a) in the Michigan court — ideally by stipulation with Springtime's counsel — rather than continuing to litigate the transfer there. I asked him to treat this as a discrete, bounded task to complete before any motion to withdraw is filed. I don't know whether he acted on it before the relationship broke down further. This is my instinct, not a decision I'm wedded to — I'd want your independent read on whether dismissal-and-refile, or continuing to litigate in Michigan, better serves compelling Springtime into the JAMS arbitration.
The Estate, through Colman and Caplan, answered and counterclaimed on January 6, 2026. Affirmative defenses: (1) failure to state a claim; (2) statute of limitations as to alleged breaches of representations/warranties in the 2019 Agreement; (3) failure to mitigate; (4) lack of proximate causation. Counterclaims:
The first two counterclaims mirror AGM's affirmative case and should rise or fall with it. The third is analytically independent — it doesn't depend on the Clip Rights/Category question and merits its own early assessment, since unaddressed exposure here could affect leverage in any global settlement.
Alan Elliott, Al's Records & Tapes, and AGM entered a Synchronization License Agreement with Novomesto LLC dated November 24, 2025, covering the Melania use. A same-day Addendum addresses reimbursement of legal/arbitration costs: $120,000 previously advanced by AGM/Elliott to be deducted from license proceeds, with mechanics for an additional advance of up to $50,000 tied to an escrow benefiting Pessah Law Group (approximately $74,351 identified as due to the firm under this arrangement as of the original briefing).
Status update: I flagged a gap in Pessah Law Group's accounting for this arrangement directly to Maurice in writing on July 23, 2026, and have not received a further itemized statement since the single invoice issued November 18, 2025 (covering 10/14/25–1/14/25 work). This should be requested formally as part of any transition, and reconciled against whatever final award or settlement results from the arbitration. It's also relevant to a separate question I'd like your read on: given the total picture, whether writing off amounts I was contractually due from Novomesto makes sense as a tax loss — flagging this for you and for my tax counsel, Robert Wood, together.
In a January 2026 memorandum, Maurice Pessah outlined a potential, unfiled theory that Warner Music Group — as successor to Atlantic Recording Corporation — may owe AGM contractual indemnity, based on the April 1, 1968 Indemnity Agreement (Section III). This theory is untested: WMG was not a party to the 2019 Agreement or its arbitration clause, so any claim would need its own forum/venue/privity analysis, and it's unclear whether the 1968 indemnity obligation runs to AGM (a non-signatory to the 1968 agreements). Recommend independently evaluating this — including obtaining Pessah's full memorandum and underlying research — before any further steps.
This is the most time-sensitive item in this memo. As of the last written exchange (July 23–24, 2026):
On July 23, I put a formal, written election to Maurice, offering two options and asking him to choose one:
Maurice declined to discount to 30% (Option A) as of his July 23 response, which by elimination leaves Option B as my operative position: a demand that $320,000 be returned to escrow now, with future fees taken only as collected. As of the last exchange, this had not been resolved or returned. I've also reserved the right to pursue fee arbitration under Section 12 of the Pessah engagement agreement if we can't resolve this directly — worth reviewing that provision as part of your assessment.
One more open thread: Maurice referenced an "August 1st" deadline for something related to the fee dispute; I've disputed that anything is actually due on that date, since nothing in our prior correspondence identifies it. He also indicated he'd be sending a separate itemized bill for his work on the Estate/Springtime matters specifically (distinct from the Novomesto arrangement in Section VIII) — worth asking Robert Wood or Maurice's office whether that bill has since arrived, and reviewing it closely once it does.
For context on the numbers above: the $1.8M Neon settlement was reached at a mediation before Antonio Piazza on May 27, 2026, at the offices of Sidley Austin in Century City, memorialized first in a hand-written short-form agreement (which Maurice's office has represented is binding), followed by a long-form agreement circulated by Neon's settlement counsel, Rollin Ransom of Sidley Austin. Both are in the document repository below (Section XIV.F). The payment schedule is:
Since Pessah Law Group has taken its full 40% fee against the entire $1.8M rather than against amounts as received, the practical effect (absent the correction I've demanded above) is that Pessah has already been paid in full while I have not yet received the $800,000 remaining on the schedule above — a mismatch worth flagging clearly to Sean as the crux of the fee dispute.
My understanding is that counsel generally cannot unilaterally drop a client mid-litigation with live deadlines — that withdrawal from a pending matter typically requires either the tribunal's permission (a granted motion to be relieved) or steps to avoid material prejudice to the client. Since no such motion has been granted in either matter as of this writing, I'd like your assessment of:
Two upcoming projects raise the same consent question at the heart of the arbitration, and are worth discussing strategically alongside it:
A December 2025 email exchange among Emergency Arbitrator Reeves, Jonathan Colman, Brian Caplan, and JAMS's Christopher Brancato reflects some friction over the scope of the Emergency Arbitrator's continuing jurisdiction following the Interim Award, and the timing of the handoff to the merits arbitrator. Richard Chernick was formally appointed January 9, 2026 (JAMS profile: jamsadr.com/neutrals/chernick), with case manager Leslie Romero now handling scheduling. Please confirm with Ms. Romero whether a Preliminary Arbitration Management Conference has been held, whether a merits hearing date has been set, and whether outstanding retainer invoices have been paid in full (JAMS will not release a decision without full payment of invoices from all parties).
All documents referenced in this memo are linked directly below and are also browsable at s1046423330.onlinehome.us/seancrottydocs. Click any title to open it in a new tab. The single most efficient file, if you want the whole record in one place, is the compiled binder at the top of Section A.
Note: the new Eastern District of Michigan case number is still the only open item — it isn't a document that exists yet in my files. Everything else you asked for on our call is linked above.
This memorandum was compiled from the arbitration case file, my Google Drive, and my Gmail and Microsoft 365 correspondence. Several factual details — in particular, the new E.D. Michigan case number and the precise current status of arbitration scheduling — could not be confirmed from the materials reviewed and are flagged above for direct confirmation with the relevant court or with Pessah Law Group.
Please let me know what additional materials or introductions would be most useful as you evaluate taking this on. Thank you for the time on the call.