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P. Simmons
P. Simmons, Attorney
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Hi! I am an agent to voice over actors. I had a client

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Hi!

I am an agent to voice over actors. I had a client that is a budding children's book author and was producing a product to be sold on line for free. She found she was running out of money and decided to create paid apps. This was after a contract was signed and that the 3 voice actors and I agreed to under the understanding that there was no monetary gain. When I tried to explain that this is changing the game in the middle of play she decided that she no longer wanted to work with me and has gone behind my back to try and hire the actors for this project on her own and who I represent. One has decided that she will continue work with her and I have told her that I can no longer represent her. I do not have contracts with the actors. Because the client and job originate with my business do I have the law on my side in anyway on this?
Submitted: 1 year ago.
Category: Business Law
Expert:  P. Simmons replied 1 year ago.
Thanks for the chance to help. I am an attorney with over 12 years experience. Hopefully I can help you with your legal question.

Can you tell me, do you have a signed contract with her and with with this voice actor working with her?
Customer: replied 1 year ago.

Thank you for trying to help! There is contract from the client's attorney that the actors involved, as well as myself have signed. It involves the client getting all rights to our work. This was agreed to when her product was to be "free" and when she changed to usage to paid apps that's when I had an issue. She has no idea what she is doing and does not understand my industry but when we agree to a "not for profit" job vs a paid apps job the buyout dollars would be very different. I tried to get 2 things from her, no even more money, and that was: non transferable if she were to sell out to another company (she is an LLC with her husband) and that we get credit for our work on the paid apps. She would not sign my contract and thus went around me to my actors. I had been very transparent in this deal so everyone had each others email address. 2 of the actors are staying with me and one is taking the work that I supplied to her originally and now working with the client directly for future work. In my industry this is a big no no but I don't have a contract signed wit her. My business is a year and a half old, so I know I have some learning to do to but would like to know if there is any legal recourse on this.

Expert:  P. Simmons replied 1 year ago.
Thank you

I think I may be missing something. If you have a current contract with this client (as well as the other actors) that contract should be binding.

You say

There is contract from the client's attorney that the actors involved, as well as myself have signed.

But later you say

In my industry this is a big no no but I don't have a contract signed wit her.


So I want to understand how this has developed.

I the original contract...is that still valid? Or did you mutually agree to terminate that contract? If you did not agree to terminate and it has not expired, why do you believe it is not valid?


Customer: replied 1 year ago.

Sorry to be confusing. The original contract is still on place although the client has decided to terminate my relationship only with email not the contract itself. I was asking for an amendment on that contract because of the change from free to paid app. The client refused this. Later when I say I do not have a contract I mean with MY actor that I represent, or used to as of Friday as I have terminated our relationship. When a client and actor side step and agent and work together without the agent that's what is a big no, no. I have a copy of the client contract but would not know how to get it to you.


 


Better?

Expert:  P. Simmons replied 1 year ago.
Closer. Let me make sure I understand

You negotiated a contract with the children's book author. This contract includes the children's book author and 3 other voice actors. It is to produce a fee product....I assume this is for exposure for the author.

Later, the children's book author decides they want to cancel the contract...but they are now attempting to take one of your clients (that you represent) to assist with a paid project.

Is this accurate?

If so, is your client one of the 3 voice actors in the original contract?
Customer: replied 1 year ago.

Almost. The client has said nothing about canceling the contract that the 3 voice actors and I signed. Please also note that it's the same contract but signed by us individually not all on one contract so in reality there are 4 contracts that were signed but with the same information on each.


 


The children's book author did not like that I was trying to make some adjustments to that contract because she out of the blue (and not knowing what she was doing) was going to charge for the product (children't books) because the process of producing them was so costly. I don't believe the contract states either that is for Not for profit or Paid production simply states that she will own the rights to the voices used.


 


No the client is a client and not one of my voice actors. I have a website with over 70 voice actors that I represent. The client found me theire and was working with me through my business. Because she got mad at me she decided that she would no longer work with me and is trying to go directly to my actors to work with her thus side stepping me the agent.

Expert:  P. Simmons replied 1 year ago.
Thank you

I think I have it....and if I do, it sounds like the original contract (signed by the author and the 3 actors) is still in effect.

That is, unless there has been some event that caused the contract to cancel or become void, it would still be in effect.

And that is the beauty (or bane...depending on your perspective) of contract law. If you have a contract, it remains in effect until one party breaks it...or until the terms of the contract expire.

So in this case, if I understand, your contract is still in effect, the author is attempting to either cancel it or, simply ignore it...is that accurate?
Customer: replied 1 year ago.

I would say she, the children's author and client, has not given me anything that would dissolve the contract but an email saying she no longer wants to work with me. She is trying to take my actors that were on the contract and that Agent 99 Voice Talent represents and try to work with them directly while the contract that we all signed is still in place as far as I'm concerned.


 


This is two fold for me. One: the client is attempting to use the actors I represent directly which leaves Agent 99 not receiving any money and two: the actor has decided to work directly with the client that also leaves Agent 99 without any money or client.

Expert:  P. Simmons replied 1 year ago.
Thanks

Ok...I got it.

And a few more questions to help me provide some insight

Have you made the formal demand for the author to "comply with the terms of the contract? If so response? I mean, what you describe, you have a valid contract...I am wondering if you have taken the tact to demand they comply with their contractual obligations?

Customer: replied 1 year ago.

No. I have not responded to her email on Friday in anyway. What happened was that she sicked her "attack dog" husband on me that morning when I was trying to explain to them we would need to make some adjustments and as he yelled at me he said they were NOT going to sign anything from me and that the contract stands as is. Later in the day I got the email that they no longer wanted to work with Agent 99 Voice Talent yet they seem to certainly want to work with my actors that I represent!


 


She, the children's book author had contacted all 3 of my actors (without me their agent) by Friday afternoon and 2 of them told her it would be unethical to work with her and not got through me, the agent, and one said I am going to work with the client and screw Agent 99 (me).


 


That is where is sits until I know what to do from here.


 


I truly appreciate your help and time on this.

Expert:  P. Simmons replied 1 year ago.
Thank you

This is a contact issue. What you describe? Contract law will apply.

This is where you can assert your rights under the contract.

You want to look at the contract carefully...what are the basis to terminate the contract (the contract will...or should....state them). And I bet that she can not, on her own, terminate the contract. That would not make sense...that is, it would not make sense to negotiate a contract where one party could, on their own, terminate the contract leave the other party without recourse.

If she is under contract with you, you can demand she fulfill her obligations under the contract.

If she refuses....and particularly in combination with this refusal, she poaches one of your clients for a different but related project? You would have grounds to sue her not only for the breach of her contract with you but also for "tortious interference with contract" which is a lawsuit where you can sue someone who interferes with your contractual relationship with another party.

So it sounds like you have a great case.

How to proceed...

It sounds like you used her lawyer to negotiate this contract...you may need your own lawyer to enforce this contract.

You can start on your own demanding she comply with the contract terms...and threatening suit if she does not. If that does not work, your next step would be to have a local attorney draft a "demand letter"...basically a letter from the lawyer demanding she comply with the contract and threatening suit if she does not. Most lawyers will draft and send one for a nominal charge. Typically an hour at their billing rate.

That may be enough to get her to back down.

I suspect neither of you want to pay lawyers to fight in court.

But it may be a letter from a lawyer will get her back into this contract...or at least to leave your client alone.

let me know if you have more questions...happy to help if I can
Customer: replied 1 year ago.

OK a few more questions:

What kind of attorney would I need for this? She is in the state of Washington in which their $400 an hour attorney drafted this contract and I am in Montana does that make a difference? Do you think it would be worth the money to hire an attorney to at least get her to stop trying to use my actors. That is really what I want. She can't have her cake and eat it too. If she does not want to work with Agent 99 then she should not be able to work with the actors I represent but to try and find other actors to do what they were doing which will be practically impossible.

 

Here is a portion of the contract and how it reads to what I believe you are saying:

This Agreement is specifically enforceable without proof of monetary damages.

 

This Agreement will be binding upon, enforceable by, and inure to the benefit of each of the parties and their respective successors and assigns.

 

This Agreement will not be interpreted or construed as granting, assigning or otherwise transferring to Receiving party any license, right, title or interest in, to or under any patent, copyright, trademark, trade secret or other proprietary right owned, licensed or otherwise controlled by the other party.

 

This Agreement will be construed and enforced in all respects in accordance with the laws of the State of Washington without reference to its rule relating to choice of law.

1 of 2

 

You represent and warrant that you have the right, power and authority to enter this agreement, you further warrant that performance of this agreement does not and will not violate any other agreement to which you are bound.

 

This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof. In the event that any portion of this Agreement is held to be invalid for any reason, the remainder of this Agreement will remain in full force and effect.

Actually, the above is from the Non-discloser sorry about that. This is the actual agreement. If you can let me know what your thoughts are in a brief review of it. Is it acceptable to hire you as my attorney? I'm not sure of the rules of Just Answer.

 

Agreement To Secure Publication Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers

 

FLAT FEE PAYMENTS for RELEASE of ALL PUBLICATON RIGHTS to My Travel Friends LLC

 

THIS AGREEMENT is made this ____ day of January 20 13, by and between My Travel Friends LLC, and ­­­­­­­­___________________________hereby agree to the following:

 

We the parties working together on My Travel Friends, do agree that:

 

My Travel Friends LLC and ­­­­­­­________________________________ define FLAT FEE PAYMENTS for RELEASE of ALL PUBLICATON RIGHTS to My Travel Friends LLC as WORK FOR HIRE specifically for voice talent work for My Travel Friends.

 

MY TRAVEL FRIENDS LLC OWNS ALL RIGHTS, PUBLICATION RIGHTS, and COPYRIGHTS WORLDWIDE, NATIONALLY AND INTERNATIONALLY for MY TRAVEL FRIENDS:

 

All work performed under this Agreement will be considered “made for hire” as that term is defined in 17 U.S.C. §101. To the extent that any such work does not constitute “work for hire” as so defined,Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers do hereby irrevocably assigns all right, title, and interest in and to said works, including copyright to My Travel Friends LLC, It is understood, that this agreement fully grants 100% ownership and ALL RIGHTS, COPYRIGHTS, and INTELLECTUAL PROPERTY to My Travel Friends LLC for work performed on and for My Travel Friends.

 

FLAT FEE PAYMENTS for RELEASE OF ALL PUBLICATION RIGHTS: It is understood, that My Travel Friends LLC pays independent contractors such as Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers and any and all other individuals in FLAT FEE payments in return for the complete release of 100% of ALL PUBLICATION RIGHTS for the unlimited use and reproduction nationally and internationally of all work performed. Any real or imagined collaboration offered toward texts, manuscripts, artwork, illustrations, and music is fully released to My Travel Friends LLC.

 

CREDITS:Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers shall receive credit in any distributed version of the work, in such places as are

 

customary and usual within the trade for the type of work.

 

CONFIDENTIALITY Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers shall keep the nature and existence of the work including all related information strictly confidential until the work is published and/or otherwise is released into the public domain sector.

 

INDEMNITY Voice Talents, Web, Game, and Mobile App Developers and Designers, Musicians, Music Producers, Composers, and Audio Producers warrants that the materials delivered herein do not violate any copyright, company/industry logo, trademark, and/or any other protection of intellectual property and further warrant they have the full right to convey these rights granted to My Travel Friends LLC, herein.

 

TERMINATION If for any reason, the signed parties desire to terminate their work agreement, they can do so in writing, but all releases and grants of rights and copyright ownership belonging to My Travel Friends LLC will remain permanently, as written herein, in this agreement

 

1 of 2

 

ENTIRE AGREEMENT This agreement, in its entirety, contains the full understanding of the parties. It may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, extension, modification, waiver or discharge is sought.

 

The signing of this document fully relinquishes all rights of ownership, present and future for work

 

performed for My Travel Friends and grants100% ownership, rights and copyrights worldwide to

 

My Travel Friends LLC, thereafter. This is the entire agreement between the parties, and may only be

 

modified by a writing executed by the parties hereto.

 

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written.

 

Expert:  P. Simmons replied 1 year ago.
First, if the author is in WI, you would need to file suit in WI. So that is a potential issue. The places jurisdiction for a lawsuit in the state where the defendant lives (unless the contract provides otherwise)...so you are stuck with WI as a venue. You can still sue...but you need to do so in WI

Now...as to the contract

This clause


"This Agreement is specifically enforceable without proof of monetary damages."

Simply means you can sue to force her to comply with the contract.

And this clause



"You represent and warrant that you have the right, power and authority to enter this agreement, you further warrant that performance of this agreement does not and will not violate any other agreement to which you are bound."

Simply means that she is able to perform as agreed to.

This is the best clause (for you)


"TERMINATION If for any reason, the signed parties desire to terminate their work agreement, they can do so in writing, but all releases and grants of rights and copyright ownership belonging to My Travel Friends LLC will remain permanently, as written herein, in this agreement"

In order to cancel you must BOTH agree to do so....that has not happened yet



I am with you on this one...you have her. You can sue her...or at least threaten suit. For BOTH (both failing to perform and for stealing your talent)

It will cost you...if you had to sure her, you need to hire a lawyer. BUT SO WILL SHE. And that is leverage that may be what you need to get through this.

I would see if you have any local attorneys who are either licensed in WI OR who have a relationship with an WI firm. I bet if you get a letter to her from an attorney licensed in WI that she will back down real quick...again, this is about money...or the threat of spending money. If you let her know this is serious, she has two options. Back down (settle with you, or simply comply with the contract and stop trying to take your talent) or call your bluff.

As for type of lawyer...this is a contract law issue. But it is specialized as it is an entertainment contract...so you want an attorney who works in entertainment contracts.

Again, let me know if you have questions...I have spotty internet now so it may be a few mins to respond but I will do so.

Customer: replied 1 year ago.

Wow, this is good news. They are in Washington State not WI. So should I still get an attorney from Montana or should I start in Washington Sate? I'm not sure if we have any "entertainment" Attorneys.


 


I think she will back down as I know they are leveraged out financially on this Children's book product or at least that is what they say. All I want is for her not to contact or use my talent so I will be making it easy for her.


 


Is it possible to continue with you outside Just Answer? What state are you in?

Expert:  P. Simmons replied 1 year ago.
Again I am very sorry for the delay...I am suffering intermittent outage of internet service.

I want to clarify about the attorney needed. First and foremost this is a contract issue. Contract law is not complex...they teach it first year, first semester in law school. So I suspect most any contract lawyer can assist. If you can find one with experience in entertainment (books/music/etc)? That is a plus...but a contract is a contract. And it sounds like you have one...you just need to enforce it (or force her to make amends for not living up to her end of the bargain and from trying to take your talent)

And sorry for the mistake...I read WI...not sure why...if they are in WA then you need a WA attorney...and I bet that you are more likely to find WA attorney in MT than a WI attorney in MT.

I can not represent you....that would violate the terms of service of this site...but thank you kindly for the compliment.

I would stress that it MAY be you can resolve this without hiring a lawyer...consider contacting and reasoning with her. Again, this is about money...if she will not work with you, she will be paying a lawyer to fight what seems a loser case...so it may be reason will prevail. But if not? A lawyer can help

Again sorry for the delay.
Customer: replied 1 year ago.

Gosh don't worry about the wait! I work 7 days a week at this point.


 


If you haven't been told lately....you are incredible and I truly thank you for your time and help!


 


If you ever want to see what it is I do my website is agent99voicetalent.com


 


I wish you well in everything you do!

Expert:  P. Simmons replied 1 year ago.
Thank you and best of luck with this fight

Phil
P. Simmons, Attorney
Category: Business Law
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Experience: 12+ yrs. of legal experience.
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