Sneaky Lawyer Stuff
Decoding of an actual Warner Brothers Record
Legal-ease?
Legalese is the language of lawyers, and anyone who has ever looked at a contract prepared by lawyers can attest to the conundrums they create for the rest of us. Why say, "You can't do that," when you can say, "That action is contraindicated"? Well, the skeptical answer, and one I'm prone towards, is that it makes the artist more dependent.
Some examples are as follows:
Legonics 101 LEGONICS 101: 1. When it Says: "Audophile Recording(s), LPs, and Phonorecords.", It Really Means: "an antiquated term for a record, CD, or tape.". 2. When it Says: "commercially satisfactory master.". It Really Means: "an album that the record company feels they can easily sell.". 3. When it Says: "in perpetuity throughout the known universe.". It Really Means: "any place you can think of and till the end of time itself.". 4. When it Says: " . . .pursuant to the receipt of a financial instrument.". It Really Means: "when money is actually received as opposed to when it says it will be paid." (there is a distinct difference)
When it says: Audiophile Recordings, LPs, Phonorecords
It really means: an antiquated term for a record, CD or tape
When it says: commercially satisfactory master
It really means: an album that the record company feels they can easily sell
When it says: in perpetuity throughout the known universe
It really means: any place you can think of and till the end of time itself
When it says: pursuant to the receipt of a financial instrument
It really means: when money is actually received. as opposed to when it says it will be paid. There is a distinct difference
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Below is a clause a of major label recording contract. First review the actual paragraph. Directly to the left you find the TRANSLATION, broken down line by line in plain English. Then below that I restate the facts and how they might actually be applied in THE BOTTOM LINE.
Remember this is an actual clause pulled verbatim from a Warner Brothers contractand was in common use throughout the seventies and eighties.
Note: "company" refers to the Record Company "artist" refers to the Recording Artist
This chapter in Confessions goes over the entire section in the contract and also exposes another common fraud in Recording Contracts: the promises of a sliding scale royalty ( X for the first record, X+2% for the second, X+3% for the third) The way the contract is worded the artist will never be able to qualify for the sliding scale. Check it out. Page 186.
Clause of Major Label Recording Contract Translation
3.(c) Provided that ARTIST shall have timely completed the recording (as hereinafter defined) of the first LP required to be recorded during the Initial Period or any Option Period in accordance with all of the material terms and conditions of this Agreement, 3.(c) Provided that ARTIST completes the recording of their album in an amount of time the record company thinks is quick and provided that the ARTIST has gone along with all hidden traps in this contract,
COMPANY's election to require ARTIST to record a second LP the COMPANY's right to request ARTIST to record a second album
during the Initial Period or any Option Period shall be made, if at all, prior to the later of (i) one hundred eighty (180) days following the completion of recording of the first LP required to be recorded during the applicable Period or (ii) ninety (90) days prior to the expiration of the applicable Period. during the first year or every other year of the contract, shall be made, if at all before either (i) six months following the completion of the first album or (ii) three months before the end of that year, whichever of (i) or (ii) comes first.
If ARTIST shall have failed to have timely completed the recording of the first LP required to be recorded during the applicable Period, then COMPANY's election to require ARTIST to perform for the recording of a second LP during such Period may be made, if at all, at any time prior to the date the applicable Period would otherwise expire. If ARTIST fails to deliver the album in an amount of time that the COMPANY thinks is reasonable, then COMPANY's decision to make ARTIST record a second album during the same year could be made at any time before the end of that contract year.
Notwithstanding the foregoing, Regardless of the above, even if
if ARTIST shall have failed to timely complete the recording of any such first LP for reasons solely caused by COMPANY or solely within COMPANY's control, ARTIST failed to finish the album quickly for reasons caused by COMPANY,
then COMPANY's election to require ARTIST to perform for the recording of a second LP during the applicable Period shall be made, if at all, not later than ninety (90) days prior to the expiration of the applicable period. then COMPANY's decision to require ARTIST to make a second album during that year shall be made not later than three months before the end of that year.
Bottom Line The label can ask for two records within one contract year. This is the case even if the artist was not able to complete the first record due to a screw-up on the part of the label. The label also has up to six months after receiving the finished recordings to ask for this "second" record. As a weird form of concession the label agrees that if the album can't be completed because the label screwed up somehow, then they only have three months before the end of the year to request a second album. Well, that's a relief.
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