Friday, May 30, 2008
The better advice is to always put together a song writer split agreement - i.e. write what contribution (or percentage) of each song each person contributed. In a band setting it is good to have all members sign off, even if they did not contribute.
It is much easier to do things right the first time then to get into a fight over it later.
Tuesday, May 27, 2008
The basic idea is simple - if you are in the public eye and you do something stupid and doing that stupid thing makes the purpose of the contract frustrated, then the other party can say I'm canceling the deal. For example, lets say the Queen of England enters into a contract with a department store to endorse its new clothing line "Queen." She might have a clause in her deal that says something like
- Queen agrees to conduct herself with due regard to public conventions and morals, and agrees that she will not do or commit any act or thing that will tend to degrade her in society or bring her into public hatred, contempt, scorn or ridicule, or that will tend to shock, insult or offend the community or ridicule public morals or decency.
She then gets arrested for soliciting men in a downtown Minneapolis hotel. The Department store has an interest in protecting its image and can cancel the deal by invoking the morals clause. A few real life examples include: Kate Moss - Chanel - photographed allegedly snorting cocaine - Michael Nade (“All My Children”) - ABC - cocaine arrest Sidney Ponson - Baltimore Orioles - third arrest for alcohol-related violations But wait, if you think this is a concern just for those big name types, think again, these clauses can pop up all kinds of places, from local TV weathermen, to mechanical contractors.
Reverse MoralsSo is turn about fair play? Some folks think so and are putting "reverse morals clauses" into their deals so that if the company is tainted by scandal, they endorser can get out of the deal. Same concept applied to other types of arrangements such as naming rights, think Enron, but the same applies to smaller deals as well.
Thursday, May 22, 2008
When selling his optometry business, Jay Peterson agreed not to “participate, compete or be engaged in the business of optical goods . . . within a five-mile radius of . . ." the location of his former business. After a dispute arose concerning the terms of the sale, Peterson opened a new practice ten miles away, which would have been fine except for the fact that he then took out advertising in the newspaper located in his old town encouraging clients to come and see him at the new location. In February, the Minnesota Appellate court ruled that the Peterson could be prevented from placing those advertisements even though the business itself was outside of the designated geographic area. Interestingly, the court noted that while they felt a limited restriction was appropriate, it should not be seen as placing a general ban on advertising that may have incidental exposure to the geographic area. In relevant part the court noted -
. . .the Court will not restrain publications with large circulation areas that happen to enter the five mile area (e.g. Minneapolis Star and Tribune). We agree with the district court's reasoning. Advertising in the Yellow Pages and the Internet, which have large circulation areas that only incidentally enter the restricted geographic areas, therefore, would not be prohibited by the non-compete agreement. Rather, the prohibition is limited to advertisements "specifically targeted" at persons in the restricted geographic areas.
Sealock v. Petersen, No. A06-2479 (Minn. App. 2/5/2008) (Minn. App., 2008).
This case provides a nice illustration of how you should look at the intent of the agreement to not solicit customers, rather than trying to circumvent the intent based on the literal geography of the agreement. However, in this age of mass circulation, this decision highlights a distinction that the court is willing to make between specifically targeted marketing efforts and marketing nets cast by much broader means.