Charles Kramer, The Levison Group
So, there I was, minding my own business, reviewing the law in Shelly's case and the rule against perpetuities, when a prospective client walked into my office within the newly reconstructed Levison Towers, without an appointment. To protect my sanity, I will refer to him by the moniker "Peter Promoter," which is not his real name.
Peter had introduced himself to our receptionist, bestowed a single red rose upon her, and had gifted her with a voucher for two free tickets to the local jazz club, before he asked if he could speak with me "briefly." Not usually one to succumb to obvious ploys, Jeanette had made an exception for Peter and had ushered him into my office, ignoring the bewildered look that sprung upon my face.
"Mr. Kramer, I'm Peter Promotor, and I am so glad to have the honor of speaking with you," the slick talking man before me began. "I've heard from seven separate sources that you have the combination of legal acumen and business savvy that I need, and I am here to retain you."
I glanced at the man before me, and guessed that the suit he wore had exhausted his bank account and that the watch upon his wrist had been a gift from someone. He had the well-groomed, expensive look of a man trying too hard
"And who were these sources?" I inquired.
To my surprise, Peter Promotor listed seven clients for whom I did substantial legal work and business consulting.
"I see," I responded. "And what can I help you with?"
And that, my friends, is a question that I rue to this day.
As you may have surmised, Peter was, and is, a promotor. A music "artist" promotor, to be exact. After years of toil for a nationally known, Los Angeles- and New York-based, multifaceted business that had absolutely nothing to do with promotion, music or the entertainment industry, Peter had decided to move to the Midwest and to form his own company to promote one particular musician. Then, to the dismay of other musicians, agents, promotors, and others in local business and music circles, Peter had actually lined up some musically inclined investors, had then picked a talented client to promote, and had somehow managed to line up several headlining events and endorsement deals for that client. He had just failed to actually set up a company and had picked a client, who although talented, had no actual recorded music. Peter also had no written agreements with anyone. He was sure I could straighten it all out, however, or so he assured me. He was also sure that the three-week window that we would have to do so was well within my wingspan.
Any sound-minded attorney would have recognized the train wreck before him. Apparently, I was not sound-minded. I took the bait.
In the days that followed, I pushed everything else off my desk, and dove into the various needs of Peter and his music client. In short order, I prepared investor agreements, operating agreements, record production agreements, work for hire agreements, marketing/advertisement agreements, booking/venue agreements, ticketing partnerships, merchant services agreements, and "band requirements" riders specifying the ubiquitous green-only M&M's (a request not so obnoxious now that the company sells them in color-specific bags, eliminating the need for the intern to pick out the colored candies from a giant pile of chocolate morsels). The agreements came together quickly and, relatively speaking, without undue incident. I thought everything was going fine.
It was only then, however, that I discovered that very few people in the music industry ever actually sign written agreements. Oh, to be sure, they have teams of lawyers, and multipage documents that are written, revised, redlined, augmented, scheduled, and exchanged. It just always seems to take so long to get the paperwork done that the event in question comes and goes before a final document is signed. The most frustrating part, however, is that everybody who has been involved in the industry for a while accepts it as "normal for the industry" and actually are amused at the frustration experienced by Johnny-come-lately's.
Yet, that was the least-important of my problems. You see, Peter also liked to schedule his meetings for restaurants, diners, coffee shops, bars, and other nontraditional establishments and at each of them the owners or managers appeared to be his friends. Extra helpings, free desserts, cream-laden lattes appeared at our table without order or charge. At late night meetings, appetizers gave way to burgers which gave to shots of whiskey or tequila, which lead to an Uber home. Of course, this was all happening between Thanksgiving and Christmas, so there was also holiday splurging, receptions, and events involved, which Peter insisted I attend with him. .
By the time the three-week work window had closed, I had prepared all the necessary documents, although only the investors' agreement and company operating agreement were signed. I had also gained twenty-seven pounds, and found myself constantly humming or singing the catchiest song I'd heard in years, despite the fact that it was never played on the radio. Did I mention I also attended song writing workshops and rehearsals? I'm not really sure why, it just "seemed right." In any event, the songs the young music whiz whipped up were addicting. Who knows, one may even find its way onto an album someday. Now if I can only get Peter to pay the piper ...
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©2016 under analysis distribution, LLC. under analysis is a syndicated column of the Levison Group. Charles Kramer is a principal of the St Louis based law firm, Riezman Berger, PC. Comments or criticisms about this column may be sent to the Levison Group c/o this paper, or direct via email to comments@levisongroup.com
Published: Fri, Dec 30, 2016
