Questions about disbanding - your experiences?

[Dave Muscato]

Hey folks,

I have some questions for you about your experiences with this... talking about original bands, here. Not making any announcements at this point, so let's call this a hypothetical

Say you have one member (a founding member) who has put in the fairly all of the "manager" work - booking, promoting, registering & building & maintaining & mostly paying for the website, designing posters & flyers & business cards, printing & paying for these, maintaining the mailing list, Facebook group, CDbaby account, etc, the domain name is registered in his name, owns the van and PA, does all the driving for gigs, and all the behind-the-scenes stuff (hiring photographers, coordinating interviews & writing press releases, online & physical distribution, field recordings for the shows, preparing set-lists, one-sheets, input charts, contracting shows, arranging food & accommodations for shows, enforcing the contracts & collecting payment), and also covering expenses when show & sales income is insufficient, in addition to writing his own parts for songs & performing them on his instrument with the group... Really, everything except writing the defining riffs, writing the lyrics, writing the other members' parts, and performing the other members' parts.

Say it is provable, using website traffic statistics tools, that an average of 97.7% of the band's monthly website traffic over the past 12 months is directly due to this member's promotional efforts (and explicitly not the others').

Say, further, that the band is a trio, with only one other founding member remaining, the chief songwriter, the guy who pretty much writes all the defining riffs (and all of the lyrics).

The third trio member simply rehearses and performs with the band, working up his own parts that fit the songs.

Income from performing thus far has been split evenly in thirds, after expenses. When there is a loss, the "managing" member has covered the difference.

What do you think is appropriate regarding the other two members (the songwriting one and the not-really-involved one) continuing to use the band name and play the band's signature songs without the "managing" member?

(Presume that by written agreement, the "managing" member legally owns 50% of the masters of the band's first & only full-length album, 50% of the copyrights for all the songs on the album, and technically, 100% of the masters for all the band's live recordings and, technically, the first (only) permanent/fixed-form sound recordings of all the songs the band plays which weren't on the debut album, even though he didn't write those songs but did write his part & performed on, paid for, and has possession of those masters.)

How much, if any, of the band's future income from performing under the band name, or proceeds from selling sound recordings, should go to this "managing" member after he leaves? Say the band has been together (that is, the two founding members) for 5 years, with the third member joining 17 months ago.

Should the band retain the mailing list the "managing" member compiled over the years?

Presume no ill will between the departing member; this is just a question of fairness regarding future income as a result of time, effort, and substantial financial investment (~$25k over 5 years) put into the band by the departing member.

Sorry for the long, weird post... Your thoughts and opinions are much appreciated.

[otis_thick]

What we think of as fair may not be the same as legal requirement.
Even though one member put in, as you wrote, 97% effort, the band received 100% of the the reward (equal splits). Not being a lawyer, I think the only things that have a legal leg are the recordings and masters AND any profit from future sales of recordings with original members and that should have had a written agreement. Everything else was a well meaning gamble unless there was an agreement for that person to be reimbursed.
Its obvious what would be the fair for the remaining members to do. I personally wish all people would be fair! If they were, you would have written that everyone pitched in equally across the board and you would not have to question. Not doing the fair thing will always be "unfair" but it may be legal......Welcome to show BUSINESS...full of people who don't care about fair!

It sounds harsh for something that all involved should want to put in 100% for the same end goal but when money is part of the puzzle...IT ALL HAS TO BE IN WRITING...EVERY TIME...ALWAYS!

[Dave Muscato]

It is in writing; I'm just wondering what you guys think would be fair, aside from that.

[svenbass]

Seems pretty obvious to me - legalities aside.

[Dave Muscato]

Can you elaborate, sven? Obvious as in 97.7% of all future income should go to "managing" ex-member? Obvious as in the other two members may not use the name? What about future income from sales & continuing royalty income from licensing, etc?

[Geddyfleaharris]

Pretty detailed "hypothetical situation".

If the "managing member" (MM) is leaving and put in his own money without being strong armed then that cash is gone. I do the same in my band but only when I feel it is necessary and only as a last resort. All the other work the MM did was stuff that has to be done in a band. Somtimes duties can be split but other times I think people such as the MM realize that if they want something done in a timely manner they will have to do it themselves. Either that or the band doesn't move forward.

The other stuff is probably mostly legal arguments. Should the MM retain ownership of the website if he is the one that has been running it? In fairness probably, legally I don't know.

I think that the MM would be entitled to compensation from future sales of recordings that he appears on. I don't think that the MM is entitled to any income from future gigs. Bands have members leave all the time and carry on with the same name. So I think if the MM has chosen to leave then the remaining members have the right to carry on under the name. Unless of course there is a written agreement somewhere stating otherwise.

Why can't both parties have a copy of the mailing list?

If the MM did as much as indicated here then I really doubt that the band will carry on without him for too long.

Any chance the MM can make a deal to retain ownership of the name?

Those are my non-legal observations.

[tycobb73]

You can hire a good manger. GOOD songwriters are hard to find. The songwriting is what defines the band. I'd say 40-40-20.

[Dave Muscato]

Originally Posted by Geddyfleaharris

Pretty detailed "hypothetical situation".

Yeah, it is I debated about whether I should post this or not, because as I said, nothing is being announced right now, but I had to weigh that against wanting my fellow TBers' input beforehand, so this is what I chose. I appreciate your thoughts.

Originally Posted by Geddyfleaharris

If the "managing member" (MM) is leaving and put in his own money without being strong armed then that cash is gone. I do the same in my band but only when I feel it is necessary and only as a last resort. All the other work the MM did was stuff that has to be done in a band. Somtimes duties can be split but other times I think people such as the MM realize that if they want something done in a timely manner they will have to do it themselves. Either that or the band doesn't move forward.

You're quite right. The MM in this situation is more-or-less interested in playing with other musicians who are the whole package - talented musically, and responsible, reliable people with integrity who are willing to contribute their time & effort, rather than waiting for someone to do it for them. It would be nice if they showed up to rehearsals and gigs, too.

Originally Posted by Geddyfleaharris

The other stuff is probably mostly legal arguments. Should the MM retain ownership of the website if he is the one that has been running it? In fairness probably, legally I don't know.

I think that the MM would be entitled to compensation from future sales of recordings that he appears on. I don't think that the MM is entitled to any income from future gigs. Bands have members leave all the time and carry on with the same name. So I think if the MM has chosen to leave then the remaining members have the right to carry on under the name. Unless of course there is a written agreement somewhere stating otherwise.

Thank you for your input.

Originally Posted by Geddyfleaharris

Why can't both parties have a copy of the mailing list?

They can; it's more of a contribution thing. The MM in this situation did all the dirty work plugging & maintaining the list, and I wanted some input from you guys about what should convey and what shouldn't. When a major label act splits from their label, the label still owns the domain name, web design, web content, photos, etc, right? Unless they are sold to the band independently, or purchased by the band's new label, I think that makes sense - they did all the work and put out the cash. Thanks for your opinion, though.

Originally Posted by Geddyfleaharris

If the MM did as much as indicated here then I really doubt that the band will carry on without him for too long.

Yeah, this band hasn't performed since May. I'm not too concerned about it.

Originally Posted by Geddyfleaharris

Any chance the MM can make a deal to retain ownership of the name?

Probably, but I don't think there would be any reason to do that, other than to keep the others from using it. It wouldn't be worth much to him by himself, considering he doesn't write the songs and he's not the frontman. It really would only have value to the frontman, who aside from singing, also writes the songs. They could replace the other two members and most people wouldn't notice.

Originally Posted by Geddyfleaharris

Those are my non-legal observations.

They're appreciated!

Originally Posted by tycobb73

You can hire a good manger. GOOD songwriters are hard to find. The songwriting is what defines the band. I'd say 40-40-20.

Agreed; that's why the name isn't worth much except to the songwriter. 40-40-20 of what, future album sales? Thanks again for responding.

[Geddyfleaharris]

Originally Posted by Dave Muscato

They can; it's more of a contribution thing.

I always believe in picking your battles. The energy and time required to fight and battle about every little thing is destructive personally IMO. So my point with the mailing list is it worth fighting about? Obviously the MM was the main contact and would retain that. The remaining members of the band might have a contact list but pretty much have to start from scratch introducing themselves.

A split like this will come down to negotiation. So IMO you fight hard on the important ones but give a bit on an item like the contact list. The list isn't worth the price of the paper if someone doesn't put it to good use or know hwo to put it to good use.

[tycobb73]

40-40-20 split of the money, copyright, anything that the band can profit from. This is just my opinon, a court will probably say different.

[CapnSev]

Assuming that you (uh, erm the MM) leave this group, do you really think there is going to be anything to split after that? Isn't this the guy that owes you (um, the MM) a ton of money already from rent, etc?

I can guarantee that the second the MM walks out the door, that this band implodes violently. They (the remaining members) are not going to step up to continue this thing, I promise. The same thing happened to my blues band. I told them when I got married that I was going to take a break from the booking, marketing, promoting, and so on, and I would appreciate it if they would step up a little and help me out.

Guess what happened? Nothing. We played one gig in March, I got married last October.

Your best bet is to collect royalty money from old CDs and merch that may sell once in a while. Maybe 40% like the others mentioned?

As for any future promotions, gigs, and so on, stick a fork in that band - it's done.

[Geddyfleaharris]

Originally Posted by CapnSev

I can guarantee that the second the MM walks out the door, that this band implodes violently. They (the remaining members) are not going to step up to continue this thing, I promise.

As for any future promotions, gigs, and so on, stick a fork in that band - it's done.

Yup.

[svenbass]

What is obvious to me, is that not much would have been achieved without the 'MM'. Regardless of the great writing, it needs to be 'sold' to the market, and that takes someone like the MM. After a 25K layout it would seem wrong that future sales generated from the use of the music and name that the MM has worked so hard to make successful not be recouped to a large degree. I mean that is a good chunk of cash! Of course, there is the argument that the product had to be there to sell, but it the MM made it a successful product, and presumably kept you guys working and making some kind of a living.

Using the name on gigs and all is a whole 'nother thing. But my comment is really based on the MM's significant financial and marketing input.

Things might get pretty dicey, so I would suggest 3rd party legal council that all members are comfortable with to help achieve a satisfactory agreement.

Good luck with this!!

[aceshigh]

I'm not a lawyer, but here's my 2c..

Originally Posted by Dave Muscato

What do you think is appropriate regarding the other two members (the songwriting one and the not-really-involved one) continuing to use the band name and play the band's signature songs without the "managing" member?

Depends. Does the Managing mamber (MM) wants to keep the band name, get other two guys and keep gigging using the name? Do the other guys want to keep the name and keep gigging? If the MM doesn't want to the name, give it it to the other guys. Unless he has a reason to believe the others shouldn't use the name without him. In that case, he should try to sell the name to the others, for whatever price or trade they judge to be fair.

Originally Posted by Dave Muscato

(Presume that by written agreement, the "managing" member legally owns 50% of the masters of the band's first & only full-length album, 50% of the copyrights for all the songs on the album, and technically, 100% of the masters for all the band's live recordings and, technically, the first (only) permanent/fixed-form sound recordings of all the songs the band plays which weren't on the debut album, even though he didn't write those songs but did write his part & performed on, paid for, and has possession of those masters.)

You already answered the question yourself. If there is an agreement, follow the agreement. That is what the agreement was written for. Split like you described. The MM can always try to sell his share to the others. If the others want to keep at it, maybe they could buy the MM out. But remember the MM own the MASTERS, but might not own the SONGS themselves. If the MM has master of a live recording, it is his. Could he print a million copies and sell it? Probably not, those are not his songs.

Originally Posted by Dave Muscato

How much, if any, of the band's future income from performing under the band name, or proceeds from selling sound recordings, should go to this "managing" member after he leaves? Say the band has been together (that is, the two founding members) for 5 years, with the third member joining 17 months ago.

Proceedings from selling records should follow the same rule you described before. If you own 50% of the rights on the first album, 50% of the sales revenue is yours. End of story. Unless the MM wants to sell his rights (see my comment above). Now, for shows, I don't think the band should pay the MM to perform the songs or to use the name.

Originally Posted by Dave Muscato

Should the band retain the mailing list the "managing" member compiled over the years?

The MM did it, there is nothing written saying he should share, so it is his. If the other guys want it, the MM could provide it as a gesture of goodwill, but the others have no rights to it. Besides, the other two guys never moved a finger to compile a mailing list. Why does the MM believes they will start working on a mailing list now.

The MM can also sell mailing services to the band, if they want. He will distribute whatever mail the other want, for a fee, without providing the list itself.


GENERAL COMMENT: Does the money these guys were making with this band justifies going thorugh all this trouble you are describing? How many records were sold? Assuming with 90% confidence that the MM will not get his invested money back, is this really worth fighting for like you described? Are the other two guys people the MM wants to keep in good terms with? One way to do this is to just go out for a beer one night, see who wants to keep what, wish the other good luck and move on. Life is way too fricken short...

[svenbass]

Originally Posted by aceshigh

GENERAL COMMENT: Does the money these guys were making with this band justifies going thorugh all this trouble you are describing? How many records were sold? Assuming with 90% confidence that the MM will not get his invested money back, is this really worth fighting for like you described? Are the other two guys people the MM wants to keep in good terms with? One way to do this is to just go out for a beer one night, see who wants to keep what, wish the other good luck and move on. Life is way too fricken short...

+1 - Great point! Despite the large sum of money already invested, a big pissing contest would really blow.

[Nigel Rahmshard]

its simple, when a band member leaves, that band is no more. The remaining members if they want to stay together need antoher name and so on. This is the way famous and not so famous bands should work. To me if it is not all original it is a cover band.

[theunknowndude]

Originally Posted by Nigel Rahmshard

its simple, when a band member leaves, that band is no more. The remaining members if they want to stay together need antoher name and so on. This is the way famous and not so famous bands should work. To me if it is not all original it is a cover band.

doesn't work like that, by your reckoning metallica, machine head, flaw, slipknot (just to name a few off the top of my head) should have had a name change / multiple name changes?

so long as everyone doesn't walk out at once, I think theres no bad thing about keeping a name between the members that are left,... machine head has had various changes yet its still machine head?

[singlemalt]

Hey, I've always enjoyed your posts, very intelligent, thought provoking and damn fine typing! I don't always agree, as a "weekend warrior", but if you can make it as a pro, I'll buy your recording instead of ...well lets not go there.

"Hypothetically", sounds like this band isn't going to do a whole lot without you. (they haven't so far, what's going to change if you go?) Sounds like if any more cd's, tee's or anything else gets sold, or booked, it will be you doing it anyway. Might be you who is sending them a check every couple months, but look at it this way. Your investment is still making some return, however it needs to be divied up.

Take your considerable talents and managment skills and build a better mousetrap, just make sure you own it.

One poster stated that a good manager is easy to hire, I disagree. People who can implement and execute and "sell" ideas, concepts, art or product, entertainment, experiences (and isn't making music for a living all of these things?) are rare, and in demand.

Call them managers, entrepeneurs, bosses, they get the stuff done that makes things happen.

Herding cats is easier than running musicians.

Let em have the mailing list, close the web sight, say good luck! and off you go. Or, keep em working for you till you have something more profitable and promising. Can you book a sub for youself if you have a conflict? Bet you can!

Need help with the PA, driving, lights, backline gear, printing, merchandise, whatever, hire an assistant and let the bands gross income cover it.

Or you could become just a hired gun. (somehow I doubt this, you seem to be a hands on guy)

Gather the talents you need around you and make life easy for them by running a tight pirate ship, equal shares after all the other stuff (the long list of expenses) and your extra share (as captain) are deducted.

If you are the major investor, backer of the project, collect a reasonable return on your money as another band expense. That is if there is anything to collect, some investments crash and burn.

Be both ceo, and treasurer, keep transparent books and own the company. Let everyone know how it will work up front, paydays once a week or month if there is a profit. What percentage of profits will be reinvested in gear improvements, promotional activities, ect.

Most players are happy to have someone do this stuff and play the gigs, collect the money and applause, and bask in the glory. Look at this a the proto type for your next project, version 2.0.

All that said, I'd go for beers, air out your feelings and see how you feel after all is said. plus take a few days off, and call some craigs list flakes to get a feel for how lucky you might be with where you are now.
Good luck

[Geddyfleaharris]

Originally Posted by theunknowndude

doesn't work like that, by your reckoning metallica, machine head, flaw, slipknot (just to name a few off the top of my head) should have had a name change / multiple name changes?

......Iron Maiden, Rush, Judas Priest, Red Hot Chilli Peppers to name a couple of more.........

[Jerry Ziarko]

Dave, I can't really offer anything new for you situation, but something told to me many years ago, makes great sense in times like these you mention. Very early on, (yr 2 or 3 of 15!) one of our first managers said please heed this advice, "It's way easier to decide money issues before you have any. Decide who owns what, gets what and is entitled to what now, before it becomes your future" Greater words were never spoken to us. We got together with an attorney, and hashed everything out. In the rare instance when a member left and a new one joined, they knew right from the get go about our business plan. We probably could have amended if the need arose, but it was always accepted and signed on to. That way there were never any surprises. When we disbanded in year 15, things could not have gone smoother. The plan that was laid out some 13 years earlier worked to perfection. We even lucky enough to sell our name to some very high profile hair band members for their side project.