JULY 1996

(70 %) Question 1.

Jerry Long, a theater producer, wants to produce a revue to be called "Papa. Soul," based on the I A and music of Bobbie Starlight, the "father of soul music." The revue will feature actors and musicians acting out dramatized scenes from Starlight's life and performing songs written by him. Jerry will hire a writer to write the sce about Starlight's life, which is well known to the public because of the many books and articles written about Bobbie. The lead actor playing Starlight will most likely be cast to closely resemble him. The songs will be performed by this actor and a group of performers hired by the production to be credited as the "Starlight Serenaders."

Jerry intends to produce "Papa Soul" on Broadway first and then exploit all other rights. Jerry does not have any rights in or to Starlights life story, name, likeness, etc., nor his music . Starlight is alive. Aging and living in Nashville, Bobbie has not been contacted about the "Papa Soul'' project. information:

Jerry retains you to provide legal services for the production.

In discussing the issues with him, assume he gives you the following additional information:

Bobbie is known as always wearing a white fedora hat at a rakish angle and smoking a cigar. Jerry says he already has had a graphic artist make up a "logo" for the show. TU drawing depicts just the hat and cigar with the words "Papa Soul." He's thinking it would be great for everything from T-shirts to barbecue sauce.

In addition to the live performances of Starlight songs, Jerry wants to create a few "music videos" as part of the show. Thew videos would use visuals created for the show. Jerry would like to use Starlighfs original recordings for the videos, but will consider recording the Starlight Serenader's performance of the songs for use in the videos.

Somewhat unusually for a theater project, Jerry will own the "book" of "Papa Soul" and his agreement with the writer will be on a "work-for-hire" basis.

Jerry's questions are (1) whether he needs an agreement with Bobbie Starlight, and (b) what does he need to do about Starlight's music.

In light of the facts above and knowing Jemy's present and future plans, act forth the advice you would give Jerry pertaining to these questions. Raise the relevant issues and discuss their possible ramifications If you determine that an agreement with Starlight is necessary or advisable, list what you think the major points In such an agreement would be.

(30%)  II. Please answer either (a) or (b) below;

(a) Assume Jerry has now completed an agreement with Bobbie Starlight. In negotiating this deal with Bobbie's attorney, it became clear to Bobbie that you were more knowledgeable and "plugged in" than his own attorney Once the agreement is signed, Bobbie calls you and asks if you will represent him in his quest for a new record deal. He figures *ad with "Papa Soul" coming out soon he will be a hot commodity again. He understands that his old records will probably stag selling again and he would be receiving income from that, but he wants to try some Acw songs hes written and get a new band together. His old record company, King Records, wants to sign him to a new deal. King is willing to pay Bobbie a pretty large advance and Nvants to commit to one album with five options. Bobbie wants to make sure he can to& with his band and make music videos.

Write a memo to your law partner. Discus whether you think you should represent Bobbie and what the specific problems could be vis-a-vis your representation of Jerry (i.e. what substantive issues might &rise in your negotiations with King Records that would have as legal impact on "Papa Soul" and vice versa). Assume that you are not barred from such representation by the applicable code of Professional Responsibility. Then assume for the purposes of the next issue that you determine you will represent Bobbie. Give an overview of the salient economic points in Bobbie's deal with King Records. How and on what basis will Bobbie earn money? What will King spend money on and how will that affect Bobbie?


(b) Now that "Papa Soul" is a big success, Colossal Motion Pictures acquires all rights necessary to produce a motion picture based on the show. Jerry is engaged as a producer even though be has never produced a movie before. Jerry's deal calls for a development fee of $25,000, a producing fee of $200,000 and a "back-end" of 50% of the studio's act profits, as per their standard definition. The studio is understandably nervous about JerWs abilities to produce the movie himself They want to be able to fire him any time they want, and they want him to hire a "line" producer Even though he complies, he is Still fired off the picture in the second week of production. At the time of his firing be has received his development fee and 10% of his producing fee The studio refuses to pay him anything further. When the picture is released the credits carry only the name of the line producer.

What are Jerry's likely remedies? What help is his contract likely to give and will he have any extra-contractual remedies?

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