Kanye West says he is stuck in a “lopsided” contract with EMI Music Publishing that prohibits him from "retiring as a songwriter,” while the Sony-owned publishing giant says the rapper has failed to record enough songs for the contract to be fulfilled. According to a lawsuit filed in January in a California state court, West alleges that he “has been laboring under [a contract with EMI] since 2003” and needs court assistance to regain “his freedom.”
At the heart of West’s suit is a 45-plus page contract that the rapper first entered into in October 2003 ahead of the release of his first album, The College Dropout. In furtherance of that contract, EMI was tasked with handling the “music publishing aspects of West’s career.” On the other hand, West agreed to write and deliver a minimum number of songs – each of which is embodied on a studio album “of at least 35 minutes,” “released by one of a handful of ‘major’ record-labels,” and written by West, himself, to a certain extent – in exchange for an advance of a few hundred thousand dollars plus royalties
With these and other factors in mind, including increases in the number of songs required of West and EMI’s ability to extend the contract as many as five times (which it did in 2005, 2006, 2009, 2011, and 2014, as agreed upon by West), the rapper’s legal team argues that “EMI could purport to require Mr. West to continue to render exclusive services to EMI for years, perhaps even for the rest of his life.”
The problem with that, according to Kanye’s counsel? California state law prohibits personal services contracts that last for more than 7 years as a matter of public policy. “It makes no difference whether the contract is otherwise fair, or whether the employer has fulfilled its end of the bargain,” West’s counsel states. “It matters only whether the services began more than seven years ago.”
West’s counsel asserts that while under this specific California state law, one that has been cited by a number of famous figures before Kanye, the contract should have been terminated in 2010, EMI is still treating the 15-year old deal as valid. With that in mind, lawyers for Kanye argue that “EMI has knowingly, misleadingly, and unlawfully [attempted] to control and exploit one of the world's most iconic, multi-faceted, and productive talents,” and has “ unjustly earned millions of dollars [and amassed copyright rights in West’s songs] by tethering Mr. West's songwriting efforts for an unlawful term.”
As such, West has asked the court to declare that EMI “may no longer enforce that contract against him,” and to enable him to claim EMI's ownership stake in songs he delivered on or after October 1, 2010, and to disgorge the publishing company of the money it made from those songs after October 1.
But not so fast, EMI has said. Not long after West filed his complaint, EMI responded by seeking to remove the case from state to federal court (as copyright law is an issue for a federal court) and then, filed a lawsuit of its own, alleging that West’s suit is little more than an “attempt to evade his contractual commitments to EMI.”
New York-based EMI asserts that West – who is “represented by some of the top law firms in the music industry – chose to enter into an extensively negotiated co-publishing agreement with EMI in 2003 and a series of agreements modifying and/or extending the 2003 agreement,” for which he has “received substantial compensation … including tens of millions of dollars in advance payments alone.”
At the core of EMI’s suit, which was filed in a New York federal court last week, is the assertion that despite the fact that the contract Emi and West signed in 2003 contains language that “clearly and unequivocally [bars them] from bringing legal actions involving claims arising out of or relating to the agreement in any jurisdiction outside New York,” West filed suit in California. This is significant, as California state law “makes ‘contract[s] for personal services’ unenforceable after seven years, [while] New York law strictly prohibits such gamesmanship.”
In short: in an attempt to get out of his contract, West, a “sophisticated businessperson and entity,”filed suit in California in what EMI calls “a flagrant attempt to forum shop his way around the exclusive New York forum selection clause and New York choice of law clauses to which he voluntarily agreed to be bound.”
In addition to its claims of breach of contract, EMI has asked the court to declare that its contract with West “is a valid and binding agreement under New York law, and remains in full force and effect, and that “West has no right to litigate the [issues at play in the lawsuit filed in California] in any court other than the federal or state courts located in New York,” among other things.
Meanwhile, the Hollywood Report’s Eriq Garner, who has been following these developments closely, writes that EMI’s new suit “sets up a battle over forum and choice of law with West likely to argue that parties can't contract around the California” state law barring contracts that last for more than 7 years.
“Because EMI is essentially suing Kanye West for suing EMI, that may provoke an argument that the publisher is attempting to trample on the hip-hop star's First Amendment rights to petition the government for a redress of grievances.” With that in mind, Garnder says, we can “expect to see an anti-SLAPP [Strategic Lawsuit Against Public Participation] motion” filed by West’s counsel, as a result, “and a burgeoning legal dispute that could become meaningful in more ways than one.”
*The cases are EMI April Music Inc. v. Kanye West, et al., 1:19-cv-02127 (SDNY) and Please Gimme My Publishing Inc et al v EMI April Music Inc et al, 19-01533 (C.D.Cal).