Implied Contract

[Michael]

This isn’t a specific contract question itself and it is a bit nebulous but it is concerning enough for me to want to get it right.

So,if at some point in the past I asked a music library to handle (ALL) of my publishing and of course I meant all of the material I had sent them.

I then created competly new and original tracks for publisher B.

Could publisher A lay claim to these tracks on the grounds that I had said I wanted them to handle (ALL) of my publishing,

Just a bit worried.

I don’t want to make a mistake.

Michael.

[Vlad]

Hi Michael,

I will preface this with: I am not a lawyer and this is NOT legal advise.

My opinion, however, is that your contract with Publisher A would state such a thing in it. Read the contract. If you have doubt, there is nothing like actually contacting them and asking the question so you have no doubt. I would say, that it would be uncommon and strange to have the ‘all media you generate in life will be represented by us’ clause in any contract….and you would hopefully never have signed such a contract in the first place….

[MichaelL]

Hi Michael,

Please check with you own attorney. However, an implied or quasi-contract contract is a “fictional” or constructive contract, usually imposed by courts to avoid injustice or unjust enrichment.

For example, if based upon your promise the library went out and spent a lot of money to promote you, bought new equipment to store your tracks, hired additional staff and you reaped some benefit from these efforts. If you did not uphold your promise you would be unjustly enriched.The remedy could be to form a contract based on your promise, or for your to pay the library for the value of its efforts on your behalf.

However, “Intent” is crucial to finding an implied contract. You have stated that your intent was to limit the publishing agreement to “All of the music that you gave to them.”

Conduct is another factor that courts look at when determining intent. If you gave tracks to another publisher, your conduct would indicate that your intent was to limit library “A’s” publishing interest to all the tracks that you give to them.

Those are the kind of issues that get litigated, which a fact finder determines — what was your actual intent and did the library misunderstand your intent.

You may want to have an attorney to have them clarify the issue with the publisher and perhaps get a written contract.

Best of luck,

Michael

[MichaelL]

If, as Vlad assumes, you actually have a written contract with the publisher, he is correct, the answer is in the contract.

Generally, the enforceable terms of a contract must be contained within the “four corners” of the document. In other words, anything that was said or promised but is not contained in the document is not a part of the contract.

If you have a contract, read it carefully. Better yet, have an attorney review it.

Cheers,

Michael

[Michael]

Thanks Michael and Vlad for your brilliant understanding and advice.

I will contact the library,they are nice people and I have got on very well with them in the past.

Michael

[Author]

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