Its Not The Length Of A Contract That Matters, Its How You Use It
By Brian Taylor Goldstein, Esq. Dear Law and Disorder: I want to start getting the artists I represent to sign a written representation agreement. However, all of the models I have found are too long and complex. I definitely do NOT want a 14 page contract, more like 4 or 5 at most. I won’t be able to get folks to sign it otherwise! And, can the language be more simple? I like simplicity. When drafting contracts, length and simplicity should be the least important factors. Such restrictions are arbitrary. That’s like saying: “I want to drive from New York to California, but I absolutely refuse to use a car that requires tires or gas.” You’re going to have a problem satisfying your travel needs and goals. The goal of any contract is not to make it simple enough so everyone signs it. If that’s your goal, you really only need two sentences: “I agree to book engagements for you. You agree to pay me.” Let’s assume both parties sign it. What if the artist doesn’t pay you or leaves you for another agent? Contracts are not self-enforcing. If one party breaches a contract, then merely having a signed contract is not going to force them to comply. You have to file a lawsuit to enforce a contract. That’s expensive…and often pointless if the artist has no assets. Worse, if your contract is too simple and doesn’t adequately address the nature of the dispute, then the other side’s attorney is going to poke all sorts of holes in your “simple agreement” and you’re going to lose anyway. The goal of a contract is having a document that adequately addresses your concerns and issues and spells out all of the key terms so that you and your artist have a chance to review and discuss them. A meaningful contract will assist both parties in routing out any presumptions or misunderstandings before problems arise. Whether it takes 4 pages to do that or 14 pages, the length of your contract will depend on the complexity of the relationship, the length of the relationship, the needs and concerns of the parties, the amount of money at issue, and a myriad of other issues. For example, if an agent takes a commission of 20% off everything they book for the artist, do you earn your commission when the engagement is booked or actually performed? Does “everything” include 20% of reimbursements for travel and hotel expenses? Are you exclusive? Do you get a commission on engagements that the artist books on their own? And when do you get paid? And how do you get paid? Are engagement fees sent to you or do you invoice the artist? What about engagements that happen after the term? How long is the term? Can you cancel? Can the artist cancel? What if the artist decides to cancel and goes to another agent? Are you still entitled to the commission on engagements you booked? And the list goes on… Think of your contract as a checklist that you will use to facilitate a discussion with each new artist you bring on to your roster to help you decide if you want to work with them and vice versa. If there are issues that are not important to you, then you can take them off your list and remove them from your contract. However, if there are expectations or requirements that are important to you, those need to be adequately explained and detailed. Similarly, while the language you use to explain your expectations and requirements can be simple, it also needs to be appropriate. While I am the first to criticize attorneys for using overcomplicated legal babble, more often than not, a lot of language that confuses artist and agents in contracts is not necessarily “legalese”, but basic business terms and practices with which they are not familiar. Let’s face it…a lot of artists as well as agents, managers, and presenters, do not necessarily have the same business background and training as do entrepreneurs and business people in other, less fulfilling industries. That merely means there are new terms to learn, as opposed to avoid, as your business grows and matures. My point is that your focus needs to be on finding the right language to adequately explain your terms, concerns, expectations, and requirements. I’ve seen too many parties get burned because they dumbed down a contract just to make it shorter. That’s a waste of both time and money. More important, in my opinion, arbitrarily “dumbing” down a contract merely on the assumption that artists won’t understand anything more complex does a disservice to the all the inherently bright, creative, and intelligent denizens of our arts industry who merely need an opportunity to be taught. __________________________________________________________________ For additional information and resources on this and other legal and business issues for the performing arts, visit ggartslaw.com To ask your own question, write to lawanddisorder@musicalamerica.org. All questions on any topic related to legal and business issues will be welcome. However, please post only general questions or hypotheticals. GG Arts Law reserves the right to alter, edit or, amend questions to focus on specific issues or to avoid names, circumstances, or any information that could be used to identify or embarrass a specific individual or organization. All questions will be posted anonymously. __________________________________________________________________ THE OFFICIAL DISCLAIMER: THIS IS NOT LEGAL ADVICE! The purpose of this blog is to provide general advice and guidance, not legal advice. Please consult with an attorney familiar with your specific circumstances, facts, challenges, medications, psychiatric disorders, past-lives, karmic debt, and anything else that may impact your situation before drawing any conclusions, deciding upon a course of action, sending a nasty email, filing a lawsuit, or doing anything rash!
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