Label shuts down - breach of recording contract?

[xerotherma]

What is the name of your state (only U.S. law)? California

I'm unsure if this would be an intellectual property issue or not, but since it has more to do with the contract, I'll post it here. This past June, I signed a recording contract for a 2 track EP, and now I wish to release a remix EP for one of the tracks on that first EP. The label I signed the contract with has shut down indefinitely and has indicated that they *might* not release this remix EP because of this shutdown. They have not indicated when they will re-open for business, nor have they explicitly stated that they will NOT release this EP, but they have refused to answer any of my subsequent emails. Does this count as an anticipatory breach of contract? (a term I got from Google Law University)

Notes: The contract pertains only to the two tracks on the first EP, and under "Remix Contribution," it says "Not Applicable." Also, the contract includes a release commitment clause, in which they are obligated to release the EP within 6 months of the signature date. They released the first EP within the 6 months, but does this pertain at all to any subsequent remixes?

Any help would be greatly appreciated.

 

[quincy]

What is the name of your state (only U.S. law)? California

I'm unsure if this would be an intellectual property issue or not, but since it has more to do with the contract, I'll post it here. This past June, I signed a recording contract for a 2 track EP, and now I wish to release a remix EP for one of the tracks on that first EP. The label I signed the contract with has shut down indefinitely and has indicated that they *might* not release this remix EP because of this shutdown. They have not indicated when they will re-open for business, nor have they explicitly stated that they will NOT release this EP, but they have refused to answer any of my subsequent emails. Does this count as an anticipatory breach of contract? (a term I got from Google Law University)

Notes: The contract pertains only to the two tracks on the first EP, and under "Remix Contribution," it says "Not Applicable." Also, the contract includes a release commitment clause, in which they are obligated to release the EP within 6 months of the signature date. They released the first EP within the 6 months, but does this pertain at all to any subsequent remixes?

Any help would be greatly appreciated.

Your question is the type that requires a personal review of the contract itself, xerotherma, and we cannot do personal reviews on this forum. You will need to have a business law professional in your area take a look at all terms and advise you.

An anticipatory breach of contract does not appear to apply (although it could) because the label you signed the contract with has said they still might release your EP and, in addition, it appears they are still within the 6 month period of time for performance.

An anticipatory breach is when one party to a contract has asserted he or she will not perform as promised. You can search online for Leazzo v Dunham, 96 Ill App 3d 847, 51 Ill Dec. 437, 440, 420 N.E. 2d 851, 854, for a court's view of anticipatory breaches.

Again, I recommend you have a professional in your area review the contract in its entirety to see if you are released from your obligations under the contract and can consider the contract ended.

Good luck.

 

[xerotherma]

I understand. Still...if I follow up with them and they say that they *might* release it later on, but not before six months have passed since the contract was signed, would that be a breach? I understand if this is too detailed for you to accurately answer.

 

[quincy]

I understand. Still...if I follow up with them and they say that they *might* release it later on, but not before six months have passed since the contract was signed, would that be a breach? I understand if this is too detailed for you to accurately answer.

Again, it will depend on your contract. If the contract states they must meet their obligation to you within the six month period, and they want to extend this time, the terms of the first contract would no longer be in effect after the six months have passed unless you sign a new contract, or amend the original contract, agreeing to this extension.

If at any time prior to the deadline for performance of your current contract, the label says they cannot meet their obligation to you, THEN that could be an anticipatory breach and you could potentially sue the label for breach of contract.

But the label has the opportunity, before the end of the time designated in the contract, to "change their mind" about not being able to meet the terms as agreed to. See U.C.C. Sections 2-610 and 2-611. For this reason, some states (I am not sure about California) require that you wait until the end of the time outlined in the contract before filing a breach of contract suit.

Again, review the contract in its entirety with an attorney or business professional in your area. Good luck.

 

[Zigner]

What am I missing? OP had a contract with the label to release a CD. Label released the CD. Now, OP want's to release another CD with remixes. Said additional CD was not contemplated in the original contract. What contract does the OP think is being breached?

 

[xerotherma]

What am I missing? OP had a contract with the label to release a CD. Label released the CD. Now, OP want's to release another CD with remixes. Said additional CD was not contemplated in the original contract. What contract does the OP think is being breached?

Well, that brings another thing into question...does this contract even apply to a remix EP? I'm thinking that might require a personal review, as quincy said.

 

[quincy]

What am I missing? OP had a contract with the label to release a CD. Label released the CD. Now, OP want's to release another CD with remixes. Said additional CD was not contemplated in the original contract. What contract does the OP think is being breached?

Odd. I somehow missed the "notes."

Hmmm.

Well, the advice remains the same. The contract needs to be personally reviewed in its entirety by a professional in xerotherma's area so he knows where he stands legally with remix.

 

[Zigner]

Well, the advice remains the same. The contract needs to be personally reviewed in its entirety by a professional in xerotherma's area so he knows where he stands legally with remix.

Agreed .