In October 2003, Kanye West signed a publishing deal with Sony Music’s publishing division, EMI Music Publishing (EMI), ahead of the release of his first album. The contract requires Kanye to write and deliver a minimum number of songs in exchange for an advance as well as royalties. The contract further provides that Kanye must remain actively involved in writing, recording and producing compositions and albums, as his principle occupation. At no time during the term of the contract is he expected to seek to retire as a songwriter, recording artist, producer, or take any extended hiatus during which he is not actively pursuing his musical career as he has done to date. This clause essentially prevents him from retiring as an artiste for the duration of the contract.
Earlier in the month, Kanye filed a lawsuit against EMI, in an attempt to acquire the rights to his music. Although the particulars of the lawsuit have been heavily redacted, it appears that Kanye is seeking declaratory reliefs. The contract was for a fixed term renewable at EMI’s instance. Kanye claims that EMI has renewed the term of the contract up to five times, thereby “locking” him into the contract and unjustly earning millions of dollars for an unlawful term. Furthermore, Kanye claims that California state law (where he resides) prohibits contracts for personal services that last for more than seven years as a matter of public policy. If his contensions are sustained the contract will be deemed void and enable him to claim EMI’s ownership stake in any songs he delivered on or after October 1, 2010. However, EMI claims that the governing law of the contract is New York state law which renders Kanye’s above claim invalid. EMI argues further that Kanye agreed and re-negotiated this contract in 2005, 2006, 2009, 2011 and 2014 and as such received substantial compensation. EMI therefore, has asked the court to declare that the contract is valid and binding under New York state law (as the governing law of the contract) which remains in full force and effect and that he has no right to litigate any of the issues arising from the contract in any other court other than the courts in New York.
The facts of this case brings to the fore the importance of every aspect of a contract including what may be considered, boilerplate provisions, in this case, the governing law clause. It may have seemed inconsequential that EMI’s contract stipulated that the contract should be governed by New York state law, however, the governing law of the contract may have significant substantive law implications which the case may turn on. It is essential to be mindful of the key terms in a publishing contract such as the term, remuneration, royalty rates, and so on, but it is also just as crucial to pay attention to the boilerplate clauses in such contracts.
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