Taylor v Rive Droite Music Ltd

A producer’s oral agreement may be limited to the financial terms governing projects undertaken for a production company. Exclusivity and obligations to accept nominated work require proof and will not readily be implied. Where a producer agrees to undertake a particular project for the company, an implied obligation may prevent the producer from diverting that project, even though no general exclusivity exists.

Contractual provisions should, where possible, be reconciled. A clear term specifying duration may prevail over an inconsistent provision dealing indirectly with the same subject. Copyright in an unfinished musical or literary work may vest on fixation where the agreement assigns copyright in compositions, independently of any obligation to deliver commercially acceptable compositions. An obligation to use all reasonable endeavours cannot be used to advance collateral commercial interests.

Mark Taylor worked as a music producer and songwriter for Rive Droite Music Ltd under an oral producer agreement and successive written publishing agreements. The parties disputed whether the 1998 publishing agreement lasted two or three years, the scope of the producer agreement, the operation of a cover clause and minimum commitment, copyright in developing songs, and RDM’s obligation to exploit a composition.

RDM also alleged diversion of production projects, infringement of copyright and unlawful interference with computer files. The principal issues concerned the construction and rectification of the 1998 agreement, the existence of exclusivity, the effect of project-specific commitments, and whether RDM had used all reasonable endeavours to exploit “Follow Your Heart”.

1. Publishing agreement. The 1998 agreement was for two years and expired on 30 November 2000. Clauses 4(a)(i) and 11 could be read together by treating the third-year advances as payable only during any extension of the term. Alternatively, if the clauses were irreconcilable, the direct duration provision in clause 4(a)(i) represented the parties’ intention and clause 11(c) would have been rejected. RDM’s rectification claim failed because the alleged prior agreement for three years was not proved.
2. Producer agreement. The oral agreement was negotiated by Mr Taylor and Mr Rawling. It governed financial terms for production work undertaken for RDM. It did not impose general exclusivity, require Mr Taylor to accept work he had not agreed to undertake, or require notice before ceasing future work. It did require completion of a project already accepted. Fees and advances were split 60:40, producer royalties and remix fees 50:50. Deductions were limited to session musicians, backing vocalists and the agreed £150 notional tape cost.
3. A project-specific obligation arose in relation to Cher. Mr Taylor had agreed to produce the project for RDM and acted with Mr Rawling to prevent RDM obtaining the contract. He could not rely on non-fulfilment of the condition which his own conduct had prevented. The consequence was damages, assessed by reference to the chance that RDM would otherwise have secured the project.
4. Copyright in the versions of “Hero” and “Love to See You Cry” existing on 1 December 2000 had vested in RDM when the works were fixed. The assignment of copyright was distinct from the minimum-delivery obligation. Mr Taylor’s subsequent work infringed copyright in the specified musical and literary works. The sound-recording claim failed.
5. RDM breached its obligation to use all reasonable endeavours to exploit “Follow Your Heart”. It could not allow its interests in disputed production fees and credits to prevail over its publishing duties. The minimum commitment issue did not arise; alternatively, RDM was estopped from enforcing it because Mr Rawling had made a clear representation that it would not be enforced.
6. RDM established unlawful interference only in relation to improper deletion and removal of backup materials concerning the Hall & Oates project. Mr Taylor was jointly liable for conduct carried out pursuant to the common design.