Cross Collaterization Scam
Cross collateralization: Even though films are separate entities for tax purposes, film companies offset the gains of one company by the losses of the other companies. Paramount used this type of accounting that is done for tax purposes and tried to use the tax term to limit the profits of the writer in King for the day (Second part of case that is later found in the book).
Loan Out Scam
Loan out scam- Companies pay money to loan out company instead of individual actors. Actors can’t take many deductions, but as a company they can. Beat payroll taxes. Does not escape tax liability but can dramatically lower it through deductions. You can deduct whatever you can get away with. However, you still have to show the nexus between deduction and the company actiivity because you can’t take a deduction that is not business related
Best efforst to agree
Best efforts to agree. Is just an agreement to agree and it is illusory. Don’t have an ambiguous clause
Deal Memo
Deal memos are enforceable. A short informal document that establishes a business relationship in film and music production
California Talent Agent Act and Differences between a license and
says an Agent must be licensed. A manager and an agent, people tend to confuse. They both overlap. But carry different legal meaning.
A manager does not have to be licenses. Not much of restrictions.
An agent procures. THAT means they get you the job. IF you are not licensed you don’t get paid. No matter the equitable remedy.
Who has creative control?
Whatever the contract says
5 levels of contract negotiation. Producer to little guy. Higher better to producer. Not necessarily the one that will be upheld.
- No services governed by the project/contract shall be deemed complete until the programmer delivers all of the deliverables (product that you asked me to do). The deliverables must be satisfactory according to the developers sole uncontrollable, unrestricted discretion
- Sole uncontrollable unrestricted discretion (really good for producer)
- Sole discretion (instead of sole uncontrollable unrestricted discretion) (A little better for the programmer), However, such acceptance shall not be unreasonably withheld.
- No services governed by the K shall be deemed complete until the programmer/artis delivers all of the deliverables and the deliverable reasonably comply with the terms of the contract.
- The services governed by the agreement will be deemed complete when the programmer delivers teh stuff where the stuff reasonably complies with the terms of the agreement. (Very tiny between c and d(
- When I turn them into you it is approved. The services governed by the project agreement will be deemed complete and deliverables deemed approved when they are turned over to the producer.
Know difference between gross and net.
Net is after expenses. All income from all sources derived.
Mitigation in entertainment law
Mitigation is needed when breach or it is an affirmative defense. However, In entertaiment, you can’t just take another film role to mitigate, because the film might suck. They just have to pay you out.Substantially similar work cannot be different or inferior work
Parker case-Shirley Mclaine
Pay or play clause
Artist is getting paid no matter what if through no fault of their own contract is cancelled
Unconscionability
so one sided it is unconsiable. Lipson says offer them something. Like right of footage to unused parts.
Music has 4 components
Music has two components- Music and Lyrics
Lawyer things- Musical composition and sound recording (these are the licenses)
Don’t mix up these 4 things.
You can have a musical composition for music and you can have musical composition for lyric
Two necessary licenses. What are they (film)
Performance and Sync License
Grant license to do something HERE is the checklist (FIRST 4 are absolutes)
Grant license to do something HERE is the checklist (FIRST 4 are absolutes)
- Is it revocable or not. (Irrevocable best)
- Exclusivity - Can you license it to other people (Irrevocable exclusive)
- Time - FOr how long do you have the time (Irrevocable exclusive till the end of the world).
- Geography - The word world is not enough. Need to put universe, because everything is being put in space.
- Media - All contracts before took care of motion picture and over air broadcasts. Didn’t know about cable and streaming. (producer argued intent of the parties is clear that they meant everything) K law would argue that it goes….PUT EVERY FORM in existence today or that may come into being in the future. ARgument against how do you have a meeting of the mind when the media isn’t in existence.
- Market - Type of person you are. Market specifically to like lawyers vs. the general public.
- USE - Nor really needed for entertainment law. The particular use
- Sublicense: Important. Maybe you don’t want it somebody to sublicense
- Assignability - Can give every right under the copyright. But not as good. WHen licensee goes bankrupt goes back to the licensee and not to the bankrupt’s estate
RET GMM USA
Unions
You have management and you have the workers.
- As a lawyer you want to see the collective bargaining contracs
- Spells out all the rights and regulations
- Clause- There shall be no walkouts, no strike, slowdown. Strictly construed
- The terms of the collective bargaining are serious and will be followed (can’t strike)
- There will be a mechanism to settle dispute. Don’t ever ignore the grievance agreement. Usually steps
- Like file a grievance
- Go to the steward
- Then board
- Etc.
- Last step is final and binding arbitration - Mini trial. You can’t appeal. FInal and binding. So more important
- First call I’ve been fired - FIrst question has to be are you a memeber of the union. If yes, go to your contract and look at the grievance procedure. TELL client to file a grievance at theis minute. HAVE to worry about the statute of limitations.
- Basis of collective bargaining is everybody is equal. Seniority determines status and pay. Not in guilds.
Guilds
Special exemptions that allows them to work with non guild members or shops.
Same concept of no strike when you have a contract. Called a wild cat strike and it is illegal.
Right of publicity
(1) the defendant’s use of the plaintiff’s identity; (2) the appropriation of plaintiff’s name or likeness to defendant’s advantage, commercially or otherwise; (3) lack of consent; and (4) resulting injury.
