In the 1960s, AT&T developed the UNIX operating system, which it sold to Novell for $300 million in 1993. Two years later, Novell decided to sell this business. Enter SCO Group. Novell and SCO struck a deal, the meaning and substance of which is at dispute.
A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.
Section 204 is intended “to protect copyright holders from persons mistakenly or fraudulently claiming oral licenses [or transfers].” Eden Toys, Inc. v. Florelee Undergarment Co., Inc., 697 F.2d 27, 36 (2d Cir. 1982). As a result, Section 204 “enhances predictability and certainty of ownership—‘Congress’s paramount goal’ when it revised the [Copyright] Act in 1976.” Konigsberg Intern. Inc. v. Rice, 16 F.3d 355, 357 (9th Cir. 1994) (quoting Community for Creative Non-Violence v. Reid, 490 U.S. 730, 749 (1989)).
We think that Section 204’s writing requirement is best understood as a means of ensuring that parties intend to transfer copyrights themselves, as opposed to other categories of rights. See, e.g., Papa’s-June Music, Inc. v. McLean, 921 F. Supp. 1154, 1158–59 (S.D.N.Y. 1996) (although a writing need not explicitly mention “copyright” or “exclusive rights” to satisfy 204(a), the better practice is that it should). But when it is clear that the parties contemplated that copyrights transfer, we do not think that a linguistic ambiguity concerning which particular copyrights transferred creates an insuperable barrier invalidating the transaction.