Ed's Bootlegs (inc. Supreme Court summons), not so legal after all? Options

[OutToDry]

Thanks Sally.

[jclive]

And I meant to add that this speaks to the character of Chad, Chad and Pat!

Of coruse it does. They (their lawyer(s)) wrote it.

[brandedwendy]

Of coruse it does. They (their lawyer(s)) wrote it.

And that automatically means that it isn't true? What happened to the 'innocent till proven...'?

Goes 2 ways yanno

[SJN1279]

And that automatically means that it isn't true? What happened to the 'innocent till proven...'?

That statement is used for the accused not the accusers!

[jclive]

And that automatically means that it isn't true? What happened to the 'innocent till proven...'?

Goes 2 ways yanno

Not my point at all.

What was saying is that Chad, Chad & Pat's legal representation presented that as fact. It doesnt mean that it is or isn't. Either way, they sure wouldn't be very smart to write it in such a way that would make them look like they made a bad decsion at the time.

And by the way, the whole innocent until proven guilty thing is only in the eyes of the government. In reality, you are either guilty, or not guilty. The finding of guilt/innocence is independant of the fact.

[LivesMeltdown]

And I meant to add that this speaks to the character of Chad, Chad and Pat!

Not really. Their lawyers made Chad, Chad, and Pat to be saints and Ed to be the devil. I'm sure Ed's lawyers are going to do the opposite when they file their response. Ed's response isn't gonna show his true character, either.

[Existentialist]

So many of you are missing the point. Sure, I think it is fucking horrible that Ed delivered that ultimatum, and yes I do think it speaks to the character of the boys that they signed the new deal to keep LIVE together, but none of that matters here. The fact is, Ed didn't deliver on a contract he signed. He signed a contract that said he would pay each of them 10% of the earnings and he did not do that. This was no oversight, either. To me, he's a douchebag, a tool, and quite simply a dishonest person, but to the court he is someone who violated the terms of a contract. That's the point.

[TheBeacon]

I wonder what Adam K got paid for performing with the band in concert?

[FishOutaWater]

Wow, Ed, Chad, Chad, Pat and everyone on this message board are sure a long distance away from those Krishnamurti's teachings where this whole Live thing started.


I read the complaint and I think I understand this whole thing ALOT better now.

First, this made me feel much better about Ed. I don't think less of him - this actually clears up a great deal of confusion for me and I think more highly of him than I did. Ed didn't steal the publishing rights. The 4 members of Live signed a 2005 contract. This isn't about all of Live's music. It's about Live's music after 2005 (which is primarily Ed and is nothing compared to the commercial success of everything before 2005).

Here's the part that does make Ed look bad: Two things

First: The "secret" contract is apparently the $1 million advance for the next Live album. It seems that Chad, Chad and Pat didn't know about that contract. When they found out, they demanded their aggregate 30% pursuant to the 2005 Agreement and Ed and David Levin refused them. That's the damning part. That is the stealing from friends. Ed had a 2005 contract with Chad, Chad and Pat to pay them each 10%, and he went out on his own and signed a contract for a $1 million advance and didn't tell the others about it and didn't pay them their percentage pursuant to their contract (and still refuses to do so).

Second: Ed is selling recordings of Live's music catalogue on his website and is not paying the publishing royalties to Chad, Chad and Pat. Isn't that the same as a commercial enterprise like a television network or the NFL or another band using live's music and not paying Live for the commercial sale of that intellectual property? It looks like Ed is stealing the music for personal gain by selling recordings of that music on his website. (By the way - thank you Pat, Chad, and Chad for giving us some B-side Live songs for free for Christmas - no publishing royalties necessary there!) Wouldn't Ed get upset and lawyer up if American Idol starting selling copies of Daughtry singing I Alone and making a profit without paying Live any royalties? Wouldn't he get mad if you started hearing Lightening Crashes in General Electric generator commercials on TV and they didn't pay Live any royalties?

Here is an aside - what's up with Ed's finances? Getting a $1 million advance for future music? That's like Michael Jackson borrowing on this music catalog to support his lifestyle. Did Ed need the million? And Ed is selling his house? Did you see that beautiful estate? I don't think the houses in Lancaster and York cost that much. Add onto that the many shows, selling music and video on the website and the over-the-top hocking of coffee and drawings and other stuff. Does anyone else think that maybe Ed is a spendthrift who needs a lot of money? Is he trying to support a lifestyle that is now over his head?

Anyway - back to the legalities.

Eveyone is focused on paragraph 29. That paragraph doesn't really bother me that much. From 2005 on, Ed was writing the music and lyrics and the other three made a business decision - either let Ed leave and Live is over, or give him all of the credit and 70% of the publishing rights (and 10% to each of the other 3). Chad, Chad, and Pat are big boys and they had a decision. They wisely decided to keep their wagons hitched to Live with Ed and make money off of performances, merchandise, etc. Whether Ed was a good friend to make the ultimatum is another issue, and it's personal and there are two sides to that story. I don't think this makes Ed that much of a bad guy.

So here's what we know -

All of the publishing rights to Live's music before 2005 is governed by the 2004 contract which memorializes the band's agreement since Live's inception and splits the revenues in accordance with some unknown percentages among the four.

David Levin is the business manager for each of the four. He is a fiduciary and their agent. A fiduciary owes fiduciary duties of loyalty and impartiality to the principal.

Ed, Chad, Chad and Pat entered into the 2005 contract which says that all future musical compositions shall be deemed solely to be written by Ed and owned exclusively by Ed's company, Fifth Veda Inc. Pursuant to the 2005 contract, FVI must give each of Chad, Chad and Pat 10% of future publishing income. FVI gets 70%.

FVI (i.e. Ed) got a $1 million advance from Mucho Loco for the next Live album. (By the way - Mucho Loco must really be loco. Why would they pay $1 million for a follow up to SFBM, and how will they ever see that album now?!?!). David Levin knew about the deal and helped Ed.

Chad, Chad and Pat argue that they are owed their 10% each from the million dollars. Ed refused. David Levin is obstructing Chad, Chad and Pat.

Ed has paid Chad, Chad and Pat $75,000 of the $300,000 but refuses to pay more.

Ed is selling recordings of songs from Live's catalogue using songs created before 2005. The publishing income from those songs should get split between the band purusant to the 2004 Agreement. Ed is keeping all the money from those sales and not giving any to Chad, Chad and Pat.

Ed is being sued in a simple, straightforward breach of contract suit. The 2005 contract unambiguously provides that Ed must give each of Chad, Chad and Pat 10% of the publishing income for future Live works. Ed got a $1 million advance for the next Live album and breached the contract when he refused to give each of them $100,000. I suppose Ed's answer to the complaint will state that the "advance" was not contemplated as publishing income subject to the 2005 Agreement.

Ed is also being sued for failing to pay the publishing royalties for the sale of recordings on his website.

David Levin is being sued for breach of fiduciary duties. He owed Chad, Chad and Pat a duty of good faith and loyalty and impartiality, and he favored Ed over them in the business dealings and misled them and obstructed them. He had a conflict of interest.

Will this settle? It takes both sides to settle. If Chad, Chad and Pat want to see this through, they can. Maybe on principle. And maybe Ed doesn't have the money to settle.

There you have it. Pretty straightforward. We should see Ed's answer brief in a few days.

[OutToDry]

Fish, good explanation without the legalese. Thanks.

[jclive]

So many of you are missing the point. Sure, I think it is fucking horrible that Ed delivered that ultimatum, and yes I do think it speaks to the character of the boys that they signed the new deal to keep LIVE together, but none of that matters here. The fact is, Ed didn't deliver on a contract he signed. He signed a contract that said he would pay each of them 10% of the earnings and he did not do that. This was no oversight, either. To me, he's a douchebag, a tool, and quite simply a dishonest person, but to the court he is someone who violated the terms of a contract. That's the point.

Maybe Ed has both feet out the door, and Chad, Chad and Pat didnt want him to leave them. So Ed told them what it would take for him to stay around. We just dont know, and never will!

And actually, to the court, he's just someone who's been accused of something. If I was a betting man, I'd put all my money on a judge never seeing this case.

Yall ever been thru a divorce? That's exactly what this reminds me of. Lots of name calling, finger pointing, accusations of wrong-doing, etc. In the end, there are only 2 people who really ever know exactly how things were.

J

[LivesMeltdown]

Great post Fish!

[Rupe]

The fact is, Ed didn't deliver on a contract he signed.

Thanks for the bringing this back on point, Ex.

Being a douche = not illegal
Breaching a contract = illegal

Also, I don't think the "beyond a reasonable doubt" standard is required for civil cases. The burden of proof is still on the plaintiffs (CC&P), but they need less proof to, eh... prove it. Ed doesn't need to prove he didn't do these things.

All in all, a sad chapter for all involved.

[jclive]

Thanks for the bringing this back on point, Ex.

Being a douche = not illegal
Breaching a contract = illegal

Also, I don't think the "beyond a reasonable doubt" standard is required for civil cases. The burden of proof is still on the plaintiffs (CC&P), but they need less proof to, eh... prove it. Ed doesn't need to prove he didn't do these things.

All in all, a sad chapter for all involved.

The point is that we still dont know who did what! All we know is that one party is accusing another party of something. Sounds like a bunch of whiney kids on the playground. Yall just have to be smarter than this!!

I have to agree with you on that 'sad chapter' part. This whole situation isn't making any of them look good. Still love the music though. I'll just sit here and hope that this doesnt turn political!

[FishOutaWater]

So Nick, let's go back to your analogy that you offered. Let's apply all of the fact on the table.

You are the head coach and your friend threatens to leave unless you make him the Defensive Coordinator. You decide that rather than let him leave, you make him the defensive coordinator.

As a part of your friend's compensation for that job, you agree that he can take 70% of the revenues from the sale of food and merchandise sales for the football team. You and your friend agree and you go away understanding that you have an agreement with your friend that you can live with.

Two years later, you find out that your friend has been selling truckloads of softpretzels and sodas and hotdogs and T-shirts and hats and sweatshirts out of the back of his car at the games. He also entered into a contract with another third-party company for $100,000 to allow them to sell food and merchandise at the games behind the bleachers and out of sight. He did this behind your back and you did not know about it.

You find out about this two years later and you confront your friend about it. He gives you a thousand dollars, but refuses to give you that additional thousands of dollars that he owes you under the contract.

Still just business? Is your friend still a great guy who did the right thing? Would you fire your friend? Would you say anything bad about him to anybody?

This post has been edited by FishOutaWater: Jun 15 2010, 4:26 pm