Don’t be another band horror story. Have that awkward conversation before it’s too late.
Being a musician is a business. If you’re in band, one of the most important elements of organizing your business, is having an effective band agreement.
Without agreement among the members of your band, whether verbal, written on a napkin (is that still done?), texted, or with a formal agreement written by an entertainment lawyer (shameless plug), some key issues will need to be negotiated at a time when perhaps not everyone is acting reasonably, or you may need to rely on the law, which may not provide appropriate solutions for your situation.
In Ontario, the law governing partnerships is the Partnership Act (https://www.ontario.ca/laws/statute/90p05). If your band isn’t incorporated, it will likely be deemed a partnership by the Partnership Act. Subject to some exceptions, highlights of the Partnership Act include that any of the partners can make binding obligations on behalf of the band, all partners are jointly and severally liable for the band’s obligations, and each partner is entitled to share equally in the capital and profits of the business. This may not be what you want, but an agreement among the band members overrides the Partnership Act.
For example, the Partnership Act provides that “no majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.” Without an agreement you can’t kick someone out. A band agreement may provide for that process.
Preferably, instead of relying on the Partnership Act, the band will a meaningful conversation about key issues early on. Why? It’s easier to talk about the division of money when there isn’t any. Why talk about how to kick someone out when you’re not on speaking terms? It’s better to have a process before the mad former member uses her leverage to get more than she would have otherwise received under a reasonable band agreement.
The following are some questions your band should consider discussing. Blame me for bringing it up. Make some decisions, and if you want help formalizing the agreement, contact an entertainment lawyer.
Responsibilities of the Band Members
Control / Decision Making
Are the following decisions made by majority, unanimous agreement or otherwise? Does anyone have more votes than anyone else? What’s the plan if a decision is to be made by majority but there are an even number of band members able to vote?
The Band Name
New and Former Members
The potential of making a lot of money and/or wanting to add someone or kick someone out may end up killing your band if the awkward conversations about money to membership didn’t happen proactively. Don’t become a band horror story. Instead, have the conversation, focus on the music, and enjoy a successful career.
Edwards PC, Creative Law is a boutique law firm provides legal services to Music, Film, Animation, TV, Digital Media, Game, Software and Publishing industry clients. For more information and blogs, please visit www.edwardslaw.ca
Regarding music law, Byron Pascoe works with musicians and music companies to assist with record label agreements, publishing contracts, distribution deals, producer agreements, band agreements, etc.
© 2018 Edwards PC
* This blog is for general informational purposes only and is not to be construed as legal advice. Please contact Edwards PC, Creative Law or another lawyer, if you wish to apply these concepts to your specific circumstances.