Legal advice required

[Kris]

Hi guys,

I'm heading in to a situation soon whereby the entity that I signed some songs to as a writer is undertaking a 'strategic review' of their operation and stemming ffom this review they are planning to alter all contracts, past, present and future. The things I know about so far are:

1) They are intending to increase their publishers share from 25% to 50%.

2) They are abolishing ALL artist royalties. Instead they are offering 'alternate consideration' in the form of a one off meal. Seriously.

3) Not for me personally but others who work for said entity, they are now trying to make it that all songs written by staff members are instantly property of the entity and songwriters are not entitled to ownership or any royalties ever. This is/was not in their job contract to start with when they signed up for the job.

Given that we have all already signed contracts (some over a decade ago), how is this possibly legal without the signee's consent?

Because there are serious legal rammifications here I am engaging a music attorney from the USA who specialises in taking on record companies as well as a local intellectual property lawyer. It will no doubt cost me more than it's worth financially but there is a rather large moral/ethical issue here that is trying to be pushed through by someone who knows absolutely nothing about the music industry or running a label. And they're not even accountants! There are dozens of writers who will be affected by this. Most of them would give anything to be able to sustain themselves from their music and songwriting and now the chance to do that may be stolen from them.

Before I go any further, is there anyone here who can offer any insight?

[chris p]

What is it with us lawyers that so many are wannabe sound engineers? Ah well, I've met many a sound engineer who is a wannabe lawyer .....

Kris, you've done the right thing in getting a lawyer on your side. However, the devil is in the detail in all this, as IP rights can get shuffled around by contract. So a lot depends on what your current contract says (including whether the terms can be modified by the employer!).

The thing that you have to decide is your own bottom line for staying in the relationship, and let your lawyer know that. In general, one party cannot unilaterally alter the terms of an existing contract, but either side can always seek to re-negotiate the deal, and it can be very hard (= time consuming, costly and pyrrhic) to enforce the original terms in the face of determined opposition. If the new deal is unacceptable, your probably faced with having no deal at all rather than retaining the original deal. What is the relationship worth to you?

So you should steer your thinking towards what you want for the future rather than what you got in the past. Good luck, and post if you want suggestions for a local lawyer (there are Aussie lawyers who know something about the music business, even if I'm not one of them).

[Kris]

Thanks Chris.

I will be going to Slaters Lawyers. Anny Slater has done some pro-bono stuff for me in the past. She is excellent at what she does and is the nicest person as well. On the US side, I'm talking with Moses Avalon (confessions of a record producer author). He has a legal service available for people who aren't selling millions!

As for the relationship, well, they have been in breach of the contract terms more often than not with regards to late payment of royalties. I have an existing contract for a DVD project that still, 2 years later, has never been signed by them and returned even though the project has recouped it's been a nightmare. The person running the operation now is slowly but surely putting every creative person off side, to the point where many look forward to the day they leave. Respect for the position is at an all time low.

Good point though... I do need to figure out if the juice is worth the squeeze. Given that I'm already in their bad books for speaking up I figure I haven't a whole lot to lose and I may be able to get my publishing back. It's not much but at least I will own it again.

[astrovic]

What is it with us lawyers that so many are wannabe sound engineers? Ah well, I've met many a sound engineer who is a wannabe lawyer .....

Cos we spend all day staring out of our ivory towers wishing we could do something creative for a change? Especially when 40 pages into a 100 page Mallesons agreement that could have been 5 pages long, once you cut out all the boilerplate crap (snooze...)

I second Chris P's advice. I agree that rocking the boat is something that should be done carefully and strategically - and when done, done right the first time, with clear objectives and outcomes in mind.

Kris, sounds like you're on the right track already. It also sounds like the manager is successfully undermining his/her own operation to the point where the operation will start falling apart - which may end up with a review of the current review (and a return to the status quo). However, do you have a plan B in mind in case everything goes ugly?

[Kris]

I'm not really a plan b kind of guy. :P

Seriously though, no I don't yet. I generally fight fire with fire. If they're going to get legal on me then the best way to counter it is to make sure everyone has a clear understanding of the applicable laws, myself included. In this case, there are at least guidlines laid out in the copyright act. APRA may also be of assistance if it goes bad from a mediation viewpoint. Unfortunately it's not just me who will be affected by this. It's dozens of people who have signed agreements in good faith over the years. I may need to sever all contractual ties but I know who's going to come out smelling rank if it goes sour and it won't be me.