Chocolate City Limited (CC), home to Nigerian rapper M.I Abaga, has sued American rapper Nasir Jones aka Nas in New York State Supreme Court for his failure to deliver a “name-dropping” verse to the label, as allegedly agreed by the parties.
In the summons and complaint filed on October 9, 2017, CC, in a nutshell, alleges that in 2013, it entered into a contract with Nas through Nas’ alleged agent Ronnie Goodman that Nas, in exchange for $50,000, would spit a verse to contribute to a track M.I Abaga was recording for his ‘Chairman Album.’ It is alleged that the parties agreed that Nas would mention/name drop “M.I, Chocolate City, Nigeria, Queens, New York—NAS’s hometown—, Mandela, Trayvon Martin, and the struggles of Africans and African Americans” in his verse.
Nas allegedly delivered the verse through Goodman but it failed to include the requisite name dropping. CC claims Nas kept CC’s money and all efforts to get Nas to re-record and deliver what was promised has been futile. CC is asking for damages as follows: $50,000 for ‘Money Had and Received,’ $50,000 for a ‘Breach of Contract’ and $1million for ‘Unjust Enrichment.’
Ms. Uduak’s Legal Commentary
There are some glaring problems with this lawsuit.
1. There is no reference to a written contract and none attached to the complaint as an exhibit which means the agreement was most likely oral in nature. For a label like CC, this is unacceptable.
2. Lucky for CC, in New York, the statute of limitations, the deadline to file a breach of contract lawsuit whether oral or written, is six years from the date of the breach. In a state like California where I practice law, you have to file your lawsuit within two years of the breach of an oral contract and four years for a written contract. So, if you enter into a contract in the U.S. in an entertainment capital such as California, do not wait four years later to sue because you may lose your right.
3. This case has a strong “he said, she said” component to it precisely because there is no written contract and that may be a problem for CC. According to the complaint, CC wired $45,000 into Goodman’s account, not Nas, and later sent $5,000 to Goodman as an agent for Nas.
So, how do you nail Nas with no contract and no evidence that you wired money into Nas’ account for an alleged breach of contract? You do what CC is trying to do. You argue that Goodman was an agent of Nas. However, there is a problem. Goodman’s Linkedin profile says he is an “Independent Entertainment Professional” and in industry circles, he has in fact always been independent for years. So, how are his oral promises to CC any of Nas’ problem without any showing of agency?
Under New York law and most states in the U.S., an agent is a person, the principal, in this case, Nas, who authorizes another person, the agent in this case Goodman, to deal with a third party on behalf of the principal. If the agent screws up, the agent and principal are on the hook. In the case of CC, it can attempt to show in three key ways that Nas was the principal who authorized Goodman as the agent to enter into an agreement with CC:
- It can show an agency relationship by an express contract between Goodman and Nas. I highly doubt there is such a document.
- CC can show that even though there is no express contract for Goodman to act as Nas’ agent, Nas’ actions ratified/confirmed Goodman as an agent. For example, CC can point to the alleged verse that Nas delivered to M.I that was devoid of the name dropping. But, in my view, this could have easily been an unauthorized submission of one of Nas songs by Goodman to M.I, a demo for possible collaboration and expansion of the Nas brand in Africa, and nothing more.
- CC can also attempt to show agency relationship through arguing that it reasonably believed Goodman was Nas’ agent. They met Goodman, Goodman promised to link them up with Nas, they sent Goodman money, they received a track by Nas so there was no reason to doubt Goodman and allowing Goodman to keep the money would unjustly enrich Goodman and Nas. CC’s problem would be to show that Nas knew that Goodman was acting as his agent but failed to correct him.
I won’t be surprised if Nas attempts to defend himself and ask to be dropped as a party to the action, leaving Goodman as the sole defendant. I highly doubt that Nas authorized, knew and affirmed Goodman’s actions. If Nas is not dismissed as a party, then most likely the suit will settle.
For Nigerian and African artists, this is a common occurrence. Often, many of you visit the states and do not activate your networks within the African diaspora who are involved in the entertainment community to help you vet third parties. You then engage in chases and agreements that lead to dead-ends, and then, of course, it is a disappointment. Do your research and build stronger networks so you can aggressively vet people before paying your top dollars. Also, don’t go into these types of deals without a written contract. For CC and MI Abaga, it is again unacceptable if this, in fact, was an oral contract. It shows desperation to get M.I on a track with Nas.
M.I Abaga and CC, you are on equal footing with artists and labels here in many respects and there should never have been a reason to enter into anything that did not have Nas’ signature on it.
My 50 Kobo for all it’s worth.
Some of Our Achievements
Credited for several firsts in the fashion and entertainment industry, Ms. Uduak is also a Partner and Co-Founder of Ebitu Law Group, P.C. where she handles her law firm’s intellectual property law, media, business, fashion, and entertainment law practice areas. She has litigated a wide variety of cases in California courts and handled a variety of entertainment deals for clients in the USA, Africa, and Asia. Her work and contributions to the creative industry have been recognized by numerous organizations including the National Bar Association, The American University School of Law and featured in prestigious legal publications in the USA including ABA Journal and The California Lawyer Magazine.
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