ARTISTE – LABEL SQUABBLE: THE CYNTHIA MORGAN’S DILEMMA

If there is an industry the Nigerian economy is to be proud of, it is definitely the entertainment industry. While every other aspect of our lives, to a great extent, defiled all works and prayers to improve, the Nigerian entertainment industry has grown from the proverbial grace to the Tu Face’s kind of grace, drawing attention of every ninety-degree part of the globe. Incidentally, and perhaps like every other success story, the Nigerian entertainment industry has drawn fair-weather friends with each soul, talented or not, making frantic efforts to blow on the screens of Lagos. Many of the super talents are trudging the walls of the Gidi Island and new media seeking attentions from OBO to Baba Fryo. Some have been lucky while many find without favour, not because they did not pray for grace nor God wanting to shame them but time and space has not shown light on them, so they continue to wallow from Abule-egba to Lekki.

In recent times, a rather disturbing trend has surfaced from the performing artiste side of the entertainment space with successful artiste jumping the ship of labels that nurtured them from unknown to ‘blown’ artiste and in some cases, to superstars. From Tu Face’s ‘awol movement’ to Wizkid’s disconnect from hailing EME down to Iyanya’s ditching of MMMG to Runtown’s Lagos parade with Eric Many Entertainment, even the entertaining WWE presented by Kiss Daniel and G-Worldwide to name a few. The Nigerian media are usually on a steady alert for such stories, they make the blog go gaga. The spate of issues surrounding artiste and their management has no doubt become a terrible reoccurring decimal within the music space. The exact causes of these issues are both complex, diverse and dynamic, ranging from negotiating power imbalance, exploitation of a weaker party, insensitivity of management, crass stupidity on the side of upcoming artiste, short sightedness and ignorance, greed on either side, most importantly lack of regard for quality legal representation.

Cynthia Morgan on the Scene

The Nigerian air waves have been awash for some days on the recent revelation by our darling springer of german juice, Cynthia Morgan or may be, Madrina of the latter days and the label she signed on to in 2013, Northside Entertainment anchored by the recently ‘gored’ Jude Engees Okoye. The parties have traded phantom blames with the many fans dishing debates, questions, answers, suggestion but mostly catching the trips of the moment.

In my many years of dealing with non-lawyers seeking to engage in any form of business, I reprimand them that the beautiful side of any contractual engagement lies in the turbulence that comes with the business. Agreements must therefore be negotiated keenly with each party putting their best foot forward. In the very least, contract favourably to the extent that you are very much contented to deal with the worst of the contractual nightmare. Admittedly, in the entertainment space, the case is usually one of disproportionate fates, a money bag seeking ways to spend and reap in the future (investing labels) and an often time, some low-end talents standing on nails to hit the screen and come to limelight (the artistes). In desperation, anything goes. Unfortunately, the sanctity of contracts must always be maintained.

Cynthia Morgan’s Contract – The Dilemma

A minute glimpse of the contract between Cynthia Morgan and Northside Entertainment reveals either a poor or zero legal representation for Cynthia Morgan. To be exact, the artiste’s (Cynthia Morgan) obligations to produce records are captured in a terribly confusing manner thereby blurring the lines of her major obligation under the contract.  More so, the negotiated commercials to many non-lawyers may be a 50:50 profit sharing as can be easily seen on the contract but a detailed review of clause three providing for cost and the revenue sharing clause will result in a 75:25 revenue sharing ratio across board. Well, Northside may not even appreciate or enforce the contract to this extent, whatever was the real case is between the parties. The agreement provides that Cynthia Morgan will invest 50% of the cost of all major expenses, this will however be loaned to her by the label. At any profit-sharing interval, the label will first deduct 50% of the profit (whether commensurate to loan given to Cynthia Morgan or not) before the remaining 50% is shared on an equal ratio. Thereby leaving Cynthia Morgan with 25% of the profits.

The contract did not acknowledge that Cynthia Morgan is investing a scarce resource into the relationship which is her talent. In the revenue sharing split, this talent was not compensated or may be was not economically deemed adequate to warrant such investments from the label. It would have been a different scenario if the parties contracted outrightly for a 75:25 split while the label shoulder all the expense and costs. The ‘darkness’ in the contract would have flashed lights on the seemingly negligent mind of Cynthia Morgan. Again, it takes a good lawyer to trim these edges.

Another interesting part of the contract is the label owning the copyright to all works done or produced by Cynthia Morgan during the pendency of the contract. This usually is the practice but a Cynthia Morgan that is investing 50% of the major financial commitment to the contracted business and 100% of the raw material (talent) is ceding 100% ownership of the finished good to Northside Entertainment that invested 50% of the financial commitment and 0% of the raw material. This is totally off the standard game in the industry. Labels take sound and full financial risk on upcoming artistes with a view to gross up revenue from ownership of produced works while the artiste leverage on the financial commitment of the label to deploy his/her best craft to hit the limelight, make good Naira while the contract last and beyond. This was not the case of Cynthia Morgan. Surprisingly, Cynthia Morgan’s claim of being denied use of the name ‘Cynthia Morgan’ though debatable but surely not out place. Cynthia Morgan licensed the name to Northside Entertainment exclusively for the promotion and distribution of the recordings done by Cynthia Morgan. In the unlikely event that Cynthia Morgan promoted the songs in any manner which may even cut deep to stage performances (challengeable though), the label may rightly defend its exclusive license to use the name “Cynthia Morgan” for anything relating to the recordings which it (the label) also copyrighted.

If I am to trade blames, I would shove all through the german juice back to Cynthia Morgan’s negligence in procuring quality legal representation before signing off the contract. Northside Entertainment is just about the business and whatever brings the ‘kpali’ is good business. These are interesting times in our entertainment industry movement and it is very convenient that we are all learning through these events. The cumulative impact of these events would spring a better entertainment space for every player in the industry.

In the final analysis, artiste (upcoming or not) should seek good legal representation before signing a page or a hundred-page contract. It is okay to ask the label to pay reasonable legal fees that the artiste would procure in the process; it is equally fine to disagree at the contracting phase. The label identified talent hence the proposed relationship. When engagement at the initial stage is carried out on lawyer to lawyer basis there would most likely be a mid and mutually favourable ground thereby leading to a healthy relationship. Again, agreements are not only beautiful when the goings are good, they are super awesome when the balls roll south.

 

Featured image credit: BBC

 



Chester Odagwe
Author: Chester Odagwe
Chester Odagwe is a seasoned lawyer based in Lagos with keen interest in Energy, Maritime, Finance, Technology, Property, Entertainment & Media Law. Email: c.odagwe@gmail.com; Mobile: +234 706 878 5065

10 Comments

  • John Osakwe

    Hey bro, thanks for the detailed breakdown have always known artist label relationships to have such loopholes which most times brings bitter ending, I wish maldrina success in her future endeavours and hope she gets a good lawyer like you before signing these types of contracts in the future.

  • Osakwe ome

    This is a valid fact and all shoukd endeavor to adhere to this. Thanks Barr chester

  • Kester

    It is clear that most Nigerians entering into a contract actually lacks access to legal personnel or team. We are often carried away by the euphoria of moving from one level to another. We quickly rush the genuine proposed maga(cash) so that there will not be a one night delay on our way to blow.
    I do not blame of us, the we are coming from we make haste by all means necessary to at least make a lip.
    When we often see educational writes up like this, soon things will change to the better. Keep it rolling bro, you are one of the best

  • Chuks Innocent Osagu

    Wow very insightful read. Thanks for the exposition!

  • Isaac Otuya

    I haven’t really given much attention to the news lately but from what I read now, young artists needs to be enlightened on the business of entertainment. She obviously didn’t understand what she signed up for.

  • Reginald Uzoechi

    This is indeed a gentlemanly rendition and brilliantly presented. The need to always have a legal representation before entering into any contractual obligation cannot be overemphasized.

    But then, I would not agree entirely with some of your submissions. I will reproduce paragraphs ‘a’ and ‘b’ of the Preamble or Recital to the contact in issue as a touchstone to anchor my disagreement to your submissions.

    If you take a second look at the preamble and/or recital of the contract, you will find that:

    ”a. The company is an organization which specializes in the management, recording, record distribution and represention of musical artists.
    b. The company is familiar with the musical abilities of the Artist and has the expertise, abilities and industry contract and resources to assist the Artist in furtherance of her career.”

    In your erudite rendition, you brilliantly submitted that:

    “The contract did not acknowledge that Cynthia Morgan is investing a scarce resource into the relationship which is her talent.”

    That is not entirely true. Paragraph b of the aforementioned recital clearly acknowledged that:

    “The company is familiar with the musical abilities of the Artist and has the expertise, abilities and industry contract and resources to assist the Artist in furtherance of her career.”

    So it is part of the contractual intendment of the parties to first acknowledge the “musical abilities of the Artist” and the contract is also aimed “to assist the Artist in furtherance of her career.

    Secondly, you consider the contract unfair to Cynthia Morgan and postulated that:

    “The agreement provides that Cynthia Morgan will invest 50% of the cost of all major expenses, this will however be loaned to her by the label. At any profit-sharing interval, the label will first deduct 50% of the profit (whether commensurate to loan given to Cynthia Morgan or not) before the remaining 50% is shared on an equal ratio. Thereby leaving Cynthia Morgan with 25% of the profits….”

    “The revenue sharing split, this talent was not compensated or may be was not economically deemed adequate to warrant such investments from the label. It would have been a different scenario if the parties contracted outrightly for a 75:25 split while the label shoulder all the expense and costs. The ‘darkness’ in the contract would have flashed lights on the seemingly negligent mind of Cynthia Morgan. Again, it takes a good lawyer to trim these edges.”

    Yes, it would have been fairest for Cynthia Morgan that the parties contracted 75:25. That is the edge that a good lawyer would have trimmed. But, it will not be right to say that Cynthia Morgan’s talent was not compensated or not deemed economically adequate to warrant the investments. The contract earnestly compensated her talent, which was the only thing she brought to the bargaining table.

    If you look at clause 3, it made it clear that Cynthia Morgan is a “new Artist with no financial backing”. So even with a good lawyer, it’s all about bargaining chips and in the circumstances, the terms are fair enough, even though not the fairest.

    Again, in your excellently crafted piece, you educated us that:

    “Another interesting part of the contract is the label owning the copyright to all works done or produced by Cynthia Morgan during the pendency of the contract. This usually is the practice but a Cynthia Morgan that is investing 50% of the major financial commitment to the contracted business and 100% of the raw material (talent) is ceding 100% ownership of the finished good to Northside Entertainment that invested 50% of the financial commitment and 0% of the raw material…”

    The truth is that, there is much more than talent required in this venture and it will be wrong to say that the Northside Music contributed “0% of raw material.”

    It takes a whole lot of industry to promote, produce and represent an artiste; and also distribute such artiste’s records. These is a great deal of talent required in these too. Without the remaining four (4) factors production, a raw material will remain a raw material and may in time depreciate.

    Bottom line:

    I am sure that Cynthia Morgan knows the implication of what she was signing. The entertainment (music) industry is crowded with budding artistes who are desperate to join the big league and “blow”. In this bountiful harvest of these budding artistes are just a few good promoters and managers, which Jude Okoye happened to be one of them. The promoters and managers are in higher demand since they are few of them available, so a contract of this nature must favour them, especially when it involves “a new Artist with no financial backing.”

    While your advice remains priceless, one should be mindful that the Cynthia Morgan’s case might rather be a publicity stunt to bounce back after her dishonourable conduct in not keeping to the contractual terms with the Northside Entertainment Ltd.

    The publicity stunt is already paying as alot of promoters, producers and Record Label owners are already signifying interest in “working with her.”

    Interestingly she has come out again to thank her supporters and apologized to Jude Okoye of the Northside Entertainment. That apology could be a realization that she goofed and if she doesn’t retrace her steps, she would find it difficult to be finding her way back to the industry.

    On the whole, Pacta sunt servanda!

    • Chidi Nwanwene

      I must appreciate you Barrister Chester Odagwe for your in depth analysis and exposure on some of the hidden truths on label signing especially as it concerns the young and upcoming artistes in the Entertainment and Creative Industry. It is indeed frustrating to see one’s hard work being hijacked as a result of poor legal representation. I wish and I pray that the upcoming artistes especially will seek legal practitioners like you for proper guidance and representation. Keep it up

  • Tiny Boy

    The Law! ✊🏾

  • Chester Odagwe

    Lord Reggie, it’s always a delight to read your submissions.

    On Talent Compensation: Truth is, Northside acknowledged the “musical abilities” of CM in the recital as you rightly pointed. Whether this ability translated to reasonable commercial gain for CM is another issue. Though parties are very much free to contract whatever they desire, the industry standard makes room for several other benefits for Upcoming Artistes to keep their sanity so they can deploy their best craft to the investment. I did not see any upkeep allowance for CM, accommodation, welfare, clothing etc. Northside was simply to invest 50%, loan her 50% of major financial commitments and use its “best efforts” to market, promote, distribute the recordings. Save for the financial commitments, there are no measurable indices for every other obligations of the label. If Cynthia is investing 50% of the major funding, which will cover marketing, visuals, distribution, promotion, manager’s fee etc and her talents, I am still of the strong opinion that it is “unfair bargain” for a Northside Ent investing 50% of the funding to cover the above to retain 75% and ownership of all works in perpetuity. There is little or no regard for this so called “talent”. It can be best said that, Northside planned to get all and just make CM known, the popularity may be something of value too.

    On the Resource Contributions, you said it takes a whole lot of industry to promote, distribute song. These may equal the 100%talent i said CM was bringing to fore. On the contrary, every other activity for Management, Promotion, Distribution etc is 90% funds dependent and some level of know-how which is usually outsourced anyway (thus making funds almost 100%). The said funding is not entirely Northside’s contribution.

    In all, I believe the Contract tilts so much against rather ignorant or negligent CM who just wanted stardom. I am not in anyway undermining the huge financial risk that the label took to make the investment work. Whether they made even is another case entirely.

  • Prisca

    This is really enlightening and should serve as a lesson for everybody not only those in the entertainment industry. The message is simple; always get a quality legal representation.
    Thank you Barr. Chester.

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