Terminating Mgr Contract - Clause - Question

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  • Terminating Mgr Contract - Clause - Question

    SITUATION
    I have a one-year contract with my current manager, but without providing the gory details, I'm ready to move on (it's our 2nd year together). I plan to broach the subject with him and then submit my intentions in writing. However, it's possible I'll be forced to honor the contract until it officially terminates. However, there is a clause that might provide an outlet for termination, but I'm not sure. In any event, I'm cautiously optimistic he'll just respect my wishes and we'll have an amicable parting. Regarding the clause . . .

    QUESTION
    Anyone familiar with this contractual language or interpret it the same way that I do?

    CLAUSE
    If the writer is not offered employment which is subject to this agreement from a responsible employer with respect to his services covered by this Agreement within 90 days during all of wihch time he is ready, able and willing to accept employment, the writer shall have the right to terminate this Agreement by a notice in writing sent to the last known address of the other party by certified mail.

  • #2
    Re: Terminating Mgr Contract - Clause - Question

    Without seeing original agreement and terms for duration, looks like you can terminate after original term of engagement upon 90 days if nothing comes to fruition. In other words looks to me like it's contract term plus 90 days to sever using certified/registered mail.

    I would check with counsel that regulary practices in this area, especially if ambiguety remains comparing entire agreement and this provision... Also might be stuff in contract relating to rights of parties when terms/provisions are ambiguous or inconsistent.
    " Don't really like writing. But I do like having written." Vince Gilligan, Breaking Bad.

    Comment


    • #3
      Re: Terminating Mgr Contract - Clause - Question

      Originally posted by MJ Scribe View Post
      Also might be stuff in contract relating to rights of parties when terms/provisions are ambiguous or inconsistent.
      Yeh.

      acquaformosa, that 90-day clause you posted seems so easy-peasy clear. But, 3 pages later in the agreement, there may be a clause that says the 90-day clause shall not apply in certain circumstances.

      "Paragraph 100. Notwithstanding Paragraphs 1-99 that require us to give you the world, in our sole discretion and at any time we may give you nothing and you have no recourse."

      Comment


      • #4
        Re: Terminating Mgr Contract - Clause - Question

        I'm sorry to hear of your troubles, dude, and hope the parting of ways is as painless and straightforward as possible...

        ...but I have to ask: is there a reason you went with a manager that tied you down with a contract? I have yet to deal with one that required more than a proverbial handshake.

        Comment


        • #5
          Re: Terminating Mgr Contract - Clause - Question

          basically, looks like an express contactual provision in the event parties to the contract continue to the contract upon, and past expiration of the term. In other words, what happens if you keep guys keep going after the one year without a new contract, novation or other further consideration, I'd say...

          Note: this, without knowing all terms to the contrary otherwise provided for in the agreement. Heh, this is where you need that magnifying glass.

          Good luck!
          " Don't really like writing. But I do like having written." Vince Gilligan, Breaking Bad.

          Comment


          • #6
            Re: Terminating Mgr Contract - Clause - Question

            Appreciate the feedback everyone. At the moment, I'll focus on the matter at hand rather than the backstory regarding the reasons for entering a written agreement rather than simple handshake arrangement. One for the lessons learned file I guess. Enough said.

            And to clarify, this isn't some nightmare scenario of betrayal and distrust . . . it's like any other waning relationship that has finally come to a head (I think), partly due to recently trying to leverage my Austin win with a script I thought was ready for the marketplace with a big push (with agreement from the mgr who shared the same opinion regarding premise and final execution).

            However, his actions have run contrary to his previously stated enthusiasm, including a strange lack of communication, which we all know is usually a harbinger for something deeper.

            At any rate, instead of going out wide or even "out" at all, it's been sent/pitched to a few very select producers and concurrently, "slipped" with a psuedonym and removal of his contact details to a few people. So much for enthusiasm.

            In the meantime, I'll do a little more due diligence on the Agreement, but begin to broach the subject to gauge general reaction and see how simple a clean break might be. About five years ago, I had a written agreement with a manager after Nicholl, but we ended up mutually and amicablly parting nonetheless.

            Comment


            • #7
              Re: Terminating Mgr Contract - Clause - Question

              Did you sign a new contract at the end of the first year or are you working off the original contract? Most (without making a blanket statement) contract terms will still be in effect after the expiration of a contract but switch to month-to-month until a new agreement is signed.

              Comment


              • #8
                Re: Terminating Mgr Contract - Clause - Question

                Originally posted by dave22 View Post
                Did you sign a new contract at the end of the first year or are you working off the original contract? Most (without making a blanket statement) contract terms will still be in effect after the expiration of a contract but switch to month-to-month until a new agreement is signed.
                Even if ordinarily so, the provision referenced by aqua at the start of this thread may apply if one were to argue a whole new term arises for another year upon duration of the first term, e.g., one year. Thus, aqua's provision alleviates this by providing a manner for an early recision of the contract...

                Hard to tell without seeing whole thing though.
                " Don't really like writing. But I do like having written." Vince Gilligan, Breaking Bad.

                Comment


                • #9
                  Re: Terminating Mgr Contract - Clause - Question


                  concurrently, "slipped" with a psuedonym and removal of his contact details
                  to a few people.
                  What others have said about needing to see the entire contract, but this (quoted above) would be a red flag for me. I would want an explanation about why he doesn't want his own name associated with your project.

                  Late Night Writer

                  Comment


                  • #10
                    Re: Terminating Mgr Contract - Clause - Question

                    Regarding the "slips" (the beginning cause of my consternation):
                    His explanation was ". . . if they pass you can still submit in the future as the script's title and writer's name don't exist."

                    Regarding the rest of the contract:
                    It's a fairly short contract and I was trying to avoid the gory details in this particular forum, but a few people seem to have expressed interest, so I'll regurgitate the basic contract language below . . . obviously, for those people who are not the least bit interested, just ignore. For those so inclined . . . here it is.

                    == == ==
                    CONTRACT
                    == == ==

                    THIS AGREEMENT WITNESSES that in consideration of the mutual convenants and agreements contained in this Agreement, the parties hereby agree as follows:

                    ENGAGEMENT OF MANAGER
                    The Writer hereby engages the Manager, and the Manager hereby accepts the engagement, to act as the Writer's literary manager, on an exclusive basis, with respect to the Writer's literary and/or directorial work, to represent the Writer as a writer adn/or director for employment in all fields and media anywhere throughout the world by any studio, distributor or financier, such employment to include any and all manner of writing and/or directing assignments and projects during the term of this Agreement.

                    TERM OF AGREEMENT
                    The term of this Agreement shall be for a period of 1 year, beginning on the Effective Date.

                    COMMISSIONS
                    The Writer will pay, as and when received, and hereby irrevocably assigns to the Manager during and after the term of this Agreement, ten percent (10%) of the gross compensation paid to the Writer or to any person, firm or corporation now or hereafter owned or controlled by the Writer pursuant to or as a result of any contract covered by this Agreement, whether the same is procured by the Manager, the Writer, or by a third party during the term hereof.

                    The term "gross compensation" shall include any and all monies, properties or consideration of any kind or character paid to the Writer, including by not limited to earnings, fees, royalties, bonuses, advances, allowances, profit participation or ownership interest.

                    COOPERATION
                    The parties agree to use best efforts to cooperate in developing each script, and marketing and selling each project developed hereunder.

                    CHANGE IN MANAGER'S EMPLOYMENT
                    Notwithstanding that the Manager is currently associated with [XXXXX Company] (the "Firm"), should such association cease at any time during the term hereof, this Agreement shall continue to be binding between the Writer and the Manager as individuals, and the right to produce any project hereunder shall revert to the Manager.

                    Commissions' payable for all deals finalized during the period of the Manager's employment with the Firm will be paid to the Firm. Commissions' payable for all deals finalized after the Manager leaves employment with the firm will be paid to the Manager.

                    REPRESENTATION, WARRANTIES and INDEMNITIES
                    The Writer represents, warrants and agrees that:

                    (a) He has not sold, assigned, granted, or otherwise disposed of his rights to the works covered under this Agreement;
                    (b) He has not done and will not do anything that might interfere with the Manager's rights set out in this Agreement;
                    (c) He is or will be the sole writer or co-writer of the works covered under this Agreement, and all rights and obligations herein are or wil be owned, secured, and registered by the Writer;


                    VALID AND BINDING AGREEMENT
                    This Agreement is a valid and binding agreement between the parties and their respective successors and assigns, notwithstanding that a more formal agreement may be entered into, containing standard terms and conditions which are customary in the motion picture and television industry for agreements of this kind.

                    GOVERNING LAW
                    This Agreement shall be governed by and construed in accordance with the laws of Los Angeles, California and the parties hereby adorn to the jurisdiction of the courts of California.

                    If the writer is not offered employment which is subject to this agreement from a responsible employer with respect to his services covered by this Agreement within 90 days during all of which time he is ready, able and willing to accept employment, the writer shall have the right to terminate this Agreement by a notice in writing sent to the last known address of the other party by certified mail.

                    In the event any dispute should arise with respect to this Agreement, the parties agree to submit to exclusive and binding arbitration, and each shall bear his/her own costs, including legal fees incurred in connection with any such arbitration.

                    etc.

                    Comment


                    • #11
                      Re: Terminating Mgr Contract - Clause - Question

                      dig the red...

                      From written agreement above , sure looks like you can bust out of K (contract) with proper notice anytime 90 days passes without employment and/or writing arrangement and you've been ready willing and able.

                      Even more so since the first year has passed... Sorry for any and all confusion earlier from earlier posts, though counsel's always advisable.

                      As for being normal or normal industry custom, I wish I knew more...
                      Good luck!
                      " Don't really like writing. But I do like having written." Vince Gilligan, Breaking Bad.

                      Comment


                      • #12
                        Re: Terminating Mgr Contract - Clause - Question

                        Originally posted by MJ Scribe View Post
                        dig the red...

                        From written agreement above , sure looks like you can bust out of K (contract) with proper notice anytime 90 days passes without employment and/or writing arrangement and you've been ready willing and able.

                        Even more so since the first year has passed... Sorry for any and all confusion earlier from earlier posts, though counsel's always advisable.

                        As for being normal or normal industry custom, I wish I knew more...
                        Good luck!
                        No apologies necessary. I really appreciate the second set of eyes and another opinion. Like all things legal, I kept reading the same thing over and over, trying to figure out, "Okay, what's the catch here? Seems simple enough."

                        Comment


                        • #13
                          Re: Terminating Mgr Contract - Clause - Question

                          This is only something an attorney can address.

                          Last thing you need is bad advice from people who aren't au fait with these matters. Especially via cyberspace.

                          Only a licensed attorney who specializes in these things can give you the correct answer.

                          Otherwise, you could just make things worse on yourself.

                          Best of luck.
                          The best way out is always through. - Robert Frost

                          Comment


                          • #14
                            Re: Terminating Mgr Contract - Clause - Question

                            Originally posted by zenplato View Post
                            Last thing you need is bad advice from people who aren't au fait with these matters. Especially via cyberspace.
                            Wow. That is quite some fancy phrasing. From vulgar to classic to modern.

                            A veritable Tinker to Evers to Chance of prose.

                            Well done. (Though for me, a bit overwhelming on Monday before coffee. I gotta fix that.)

                            Comment


                            • #15
                              Re: Terminating Mgr Contract - Clause - Question

                              The 90 day clause is pretty common, and I believe it's a get-out-of-contract-free card if three months go by without work.

                              Just send the letter, and you're done.

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