Terminating A Management Contract

[ZWEENA]

My jurisdiction is: New York, NY

We are in between lawyers so i came to the forum to put my mind to ease.

The question at hand is making sense of a what i think is a technicality when excersizing the termination option. In my management contract, I have the option to terminate the contract at any point, with 30 days notice.

It then says: however, Manager shall be entitled to receive all full commisions which would have been due on any business or contract entered into, or substantially negotiated, prior to said termination, which shall be irrevocable and ongoing for what would have constituted the remainder of the term.

In the TERM section of this agreement it says, " after the date of notice of termination, Artist shall continue any good faith negotiations to enter into a recording agreement which were commenced before the expiration of the initial term, to completion, whatever the result.

My question is what is "substantially negotiated"? If a label has only gone as far as saying that they would like to come see the band.. but no performance was scheduled and contract or off was drawn up. In the event that this label comes back and does offer a contract and another manager/lawyer negotiates and executes the contract, is the band obligated under law to pay commission to the first manager?

I appreciate all the help and thought you can give me
Z

 

[presutin]

Unfortunately, without seeing the entire contract, one here can only speculate what substantially negotiated means. My suggestion is that you take your contract to an independent attorney so s/he can read it in its entirety and then answer all the questions you have regarding terms, cancellations and penalties.

 

[ZWEENA]

Thanks for the response. That is what i will be doing shortly; im just extremely curious to find out. To be clear, that is ALL it says in the termination clause. Based on other contracts with similar clauses, what do you think "Substantially Negotiated" means, or what does it include?
Thanks

 

[presutin]

Unfortunately, the termination clause may be mentioned in other portions of the contract; consequently, I cannot tell you what the term you want defined really means in its entirety.

 

[dee_dub]

It also might be interpreted by reference to industry practice or prior dealings between the parties. In absence of knowing what those are, you can't say.

I don't get what you think is a "technicality" here. As I read it, the manager is entitled to resign on 30 days notice. If he resigns and negotiations are already underway with a label, Artist is obligated under the "Term" section to continue the negotiations in good faith. If the contract was already "substantially negotiated", whatever that means, and is subsequently completed, the manager is entitled to his commission.

Going out on a limb, I would say a label expressing an interest in seeing Artist does not equal "contract substantially negotiated". The manager is not entitled to be paid if the label and Artist subsequently enter into a contract. But what do I know.