Click here for Done Deal Pro home page

Done Deal Pro Home Page

Loading

Go Back   Done Deal Pro Forums > Business > Agents, Lawyers & Managers
FAQ Members List Calendar Search Today's Posts Mark Forums Read

Reply
 
Thread Tools Display Modes
Old 03-16-2013, 10:10 AM   #1
acquaformosa
Regular
 
acquaformosa's Avatar
 
Join Date: May 2005
Posts: 339
Default 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.
acquaformosa is offline   Reply With Quote
Old 03-16-2013, 12:27 PM   #2
MJ Scribe
Member
 
Join Date: May 2010
Location: I don't think we're in Kansas anymore, Toto...
Posts: 798
Default 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.
MJ Scribe is offline   Reply With Quote
Old 03-16-2013, 01:01 PM   #3
Manchester
Member
 
Manchester's Avatar
 
Join Date: Oct 2010
Posts: 2,243
Default Re: Terminating Mgr Contract - Clause - Question

Quote:
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."
Manchester is offline   Reply With Quote
Old 03-16-2013, 03:41 PM   #4
MacG
Member
 
MacG's Avatar
 
Join Date: May 2005
Posts: 3,017
Default 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.
MacG is offline   Reply With Quote
Old 03-16-2013, 11:48 PM   #5
MJ Scribe
Member
 
Join Date: May 2010
Location: I don't think we're in Kansas anymore, Toto...
Posts: 798
Default 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!
MJ Scribe is offline   Reply With Quote
Old 03-17-2013, 10:28 AM   #6
acquaformosa
Regular
 
acquaformosa's Avatar
 
Join Date: May 2005
Posts: 339
Default 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.
acquaformosa is offline   Reply With Quote
Old 03-17-2013, 01:36 PM   #7
dave22
Regular
 
Join Date: Jan 2013
Posts: 212
Default 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.
dave22 is offline   Reply With Quote
Old 03-17-2013, 01:59 PM   #8
MJ Scribe
Member
 
Join Date: May 2010
Location: I don't think we're in Kansas anymore, Toto...
Posts: 798
Default Re: Terminating Mgr Contract - Clause - Question

Quote:
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.
MJ Scribe is offline   Reply With Quote
Old 03-17-2013, 05:01 PM   #9
LateNightWriter
Member
 
Join Date: Oct 2005
Posts: 674
Default Re: Terminating Mgr Contract - Clause - Question

Quote:

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
LateNightWriter is offline   Reply With Quote
Old 03-17-2013, 08:38 PM   #10
acquaformosa
Regular
 
acquaformosa's Avatar
 
Join Date: May 2005
Posts: 339
Default 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.
acquaformosa is offline   Reply With Quote
Reply


Thread Tools
Display Modes

Posting Rules
You may not post new threads
You may not post replies
You may not post attachments
You may not edit your posts

vB code is On
Smilies are On
[IMG] code is Off
HTML code is Off
Forum Jump


All times are GMT -6. The time now is 10:22 PM.


Powered by vBulletin Version 3.6.2
Copyright ©2000 - 2020, Jelsoft Enterprises Ltd.
Done Deal Pro

eXTReMe Tracker