In January, internationally acclaimed rapper Kanye West sued his music publisher, EMI. In his suit, he claimed that the contract amounted to “servitude” under California law because EMI had made it virtually impossible to retire. Moreover, he accuses EMI of attempting to enforce the 2003 contract for over twice what California law allows — 7 years.
EMI argues, however, that the contract is governed by New York law, where there is no “servitude” rule. “New York law … strictly prohibits such gamesmanship,” reads EMI’s countersuit, which accuses West of filing in California in order to obtain more favorable treatment. EMI is based in New York City.
As for the length of the contract, EMI claims that the agreement has been modified seven times since 2005, all with West’s agreement. The modifications granted EMI the option to add additional years to the partnership in exchange for payments to West.
EMI has asked a New York court to declare the contract valid, including all the modifications. Kanye demands ownership of all songs written after the 7-year mark, which occurred in October 2010, along with all royalties from those songs. He pleaded with the California court to “set him free from [the contract’s] bonds.”
EMI also took issue with West’s characterization of the contract as one of personal servitude. It argues that it “has no right to — and does not — direct, supervise or manage” West in his writing or recording. Furthermore, “West is an independent contractor over whom EMI exercises no control whatsoever.”
This dispute highlights some common issues in business litigation, albeit with considerably more drama than one might expect from a business contract.
The choice of what state’s law should govern disputes is commonly negotiated as part of the original contract, and EMI claims that the parties agreed to resolve disputes using New York law.
The characterization of a contract as one for personal services is an unusual issue, and it depends in part upon other characterizations made by West. For example, he describes EMI in the lawsuit as an employer, and it would seem that a personal services contract would generally be between an employer and an employee. EMI, however, describes the relationship as that of an independent contract, not an employment relationship.
Finally, West’s lawsuit may demonstrate how difficult it can be to predict all the necessary definitions and terms in the agreement. Ideally, West and EMI would never be on different pages about the nature of the agreement itself.
If your organization relies on the enforceability of its contracts, it is crucial to have an experienced attorney negotiate, draft and/or review them. The more specific the drafting, the less likely a company is to run into significant misunderstandings.