Roc-A-Fella Records co-founder Damon Dash is still attempting to sell his share of Jay-Z’s 1996 debut album Reasonable Doubt as an NFT in spite of a lawsuit from Roc-A-Fella Records that claims that the record label owns the album, not Dash. The lawsuit alleges that Dash “is currently frantically scouting for another venue to make the sale,” and Dash has released a statement to Music Business Worldwide in which he claims he has the right to do so.
The label, which was co-founded by Dash, Kareem ‘Biggs’ Burke and Shawn Carter (Jay-Z) in 1994, claims ownership of all exclusive rights to Reasonable Doubt, including the rights to sell, record the music, reproduce it, broadcast or digitally transmit it, exhibit it publicly, distribute it, advertise it and exploit it. Since each co-founder owns a ⅓ share in the company, Rock-A-Fella’s lawsuit claims that Dash’s “status [as] a minority shareholder in RAF, Inc., gives him no right to sell a company asset” such as Reasonable Doubt.
It was filed on Friday, June 18 in New York after Dash announced plans to work with NFT platform SuperFarm to auction off his share of Reasonable Doubt. The auction was scheduled for today, but canceled before it could take place due to the lawsuit allegations.
According to the lawsuit, “It’s not a matter of if [Dash sells the NFT], only when. But Dash does not even own Reasonable Doubt or its copyright and, therefore, has no right to sell the album or any rights to it. Instead, RAF, Inc. owns all rights to Reasonable Doubt. The sale of this irreplaceable asset must be stopped before it is too late, and Dash must be held accountable for his theft.”
The full lawsuit can be read here. It goes on with more warnings to Dash and pleas to prevent him from “selling any interest in Reasonable Doubt,” which they allege would “result in irreparable harm” and be considered “brazen theft of RAF, Inc.’s most prized asset.” Roc-A-Fella seeks damages “in an amount to be determined at trial” should the NFT go through. The company restates, “The bottom line is simple: Dash can’t sell what he doesn’t own. By attempting such a sale, Dash has converted a corporate asset and has breached his fiduciary duties.”
Dash’s response says that the lawsuit is “meritless,” reminding them that he only plans to sell his “one-third share” of the album, which he claims he owns due to his “one-third ownership of Roc-A-Fella Records.” He alleges, “there is nothing in our agreement between us that prohibits me or Jay Z from selling our share of Roc A Fella Records, Inc., the company which owns Reasonable Doubt.”
In his counter-statement, Dash remarks that “this type of transaction takes place every day” and comments that Jay-Z allegedly tried to buy Dash’s share in the label in March this year, an offer which Dash turned down. He assures that “Jay-Z will have exclusive administration rights,” in order “to avoid a buyer from interfering with Jay-Z’s exploitation of the rights.”
The full statement is as follows, “The lawsuit is factually incorrect. I am not selling the entire Reasonable Doubt album as an NFT, I am selling my one-third share which I own through my one-third ownership of Roc a Fella Records. I, along with Jay Z and Biggs own in equal shares the Reasonable Doubt album, the artwork and videos because we own in equal shares, Roc a Fella Records, Inc. whose sole assets is the Reasonable Doubt album, artwork, videos and the underlying copyrights.”
“Reasonable Doubt was the first album released under Roc a Fella Records,” he continues. “We are all very proud of its success and the successful launch of Jay Z’s career. There is nothing in our agreement between us that prohibits me or Jay Z from selling our share of Roc A Fella Records, Inc., the company which owns Reasonable Doubt. This type of transaction takes place every day. As recently as March of this year, Jay Z offered to buy my one-third share at a price I deemed unacceptable. I turned down the offer and as would any other owner of valuable music assets, I have explored the possibility of a sale and decided to sell my one-third share of the company which includes my share of the copyrights as an NFT. This lawsuit is meritless, misstates the facts and is an attempt to prevent me from selling something that I have the legal right to sell. My transaction does not involve Jay’s or Biggs’ ownership interests. Under the terms of the deal with a potential buyer, the buyer would buy my share of Roc A Fella Records and Jay Z will have exclusive administration rights. This was done to avoid a buyer from interfering with Jay Z'[s] exploitation of the rights.”
Photo credit: Sharon Alagna