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Why would a musician’s agreement be unfair?

As a musician, it is easy to concentrate on releasing and publishing work, leaving legal contracts as a side issue. A musician should understand the terms in a contract, look for loopholes and recognise a fair or unfair musician agreement.  Consider the following case.

In Wadlow v Samuel (p.k.a. Seal) [2007] EWCA Civ 155, the Court of Appeal sought to determine whether the claimant was entitled to a commission. Under a settlement agreement between the defendant and the appellant, Samuel (a successful musician and songwriter) was obliged to pay commissions to his manager, Wadlow. The commission was to be paid on the income from the sale of music albums.

Samuel argued that the settlement agreement was unfair, and that Wadlow had used undue influence to force him into the contract. The court found that Samuel had sought legal advice before entering the contract thus there was no undue influence.

Another issue was whether termination of the management contract between the Samuel and the Wadlow marked the end of payment of commissions. The High Court had held that Wadlow was entitled to a commission on the first and second albums. As a result, the settlement agreement for the commission was valid and enforceable.

In your opinion, was this a fair or unfair musician agreement?

Section 11(1) of UCTA guidance states that the contract term must be “… a fair and reasonable one…

So, in my opinion, the Court would have decided that the contract was made without duress and there the commission to be paid to Wadlow was reasonable. The terms that were agreed between both parties were fair. That means the rights and obligations and legitimate interests of Samuel or Wadlow were not compromised by the terms in the contract. This contract was in line with the UCTA Section 11(1) and the contract was negotiated.

When is a contract unfair?

A contract would be considered unfair if it was made with fraud, undue influence, misrepresentation or even negligence. The court may render a contract unfair because it is so unjust.  It is seen as an unreasonable detriment to the other party or any person to engage in the terms.  It was not against the courts conscience to reach this judgement. Although Samuel argued undue influence into the contract, he had sought legal advice regarding the contract.

How to secure a fair musicians settlement agreement

Many self-employed musicians work with other music managers without ensuring that they have secured a fair commission rate and settlement resulting in unnecessary disputes or maybe they haven’t read the details in their existing agreements with the other party to the agreement. Then it rests with a third party to decide whether it a fair or unfair agreement.

Who are these self-employed musicians who enter into contracts of agreement, verbal or written? Have they found themselves in disputes about commissions and royalties when things go wrong? Musicians need to keep their lawyers in the loop during their contract with managers or record companies.

Contact Us with any queries that we could investigate further.

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