Legal Drama, Music Business

Should Don Jazzy Return the 5.2 Million Naira Car D’Banj Bought For Him + Who Owns the Copyrights to Mo’Hits Catalogue?

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Phew! You guys we made it to Friday. Thank God. I feel blessed and I hope you all feel the same. My week started cool, got rough but ended on a very high note. I am grateful for all the wonderful people in my life who have my back. You all know who you are. Thank you.

This brings me to the heart of my topic today, relationships. A relationship gone very wrong has created the issues I am about to discuss with you all. A few things my true AML “I love Ms. Uduak” folks :).

First, appreciate your lawyers, really. Being a lawyer is a very noble profession. Often many of us Nigerians say our parents pushed us to be Lawyers, Doctors and Engineers (although mine did not). Indeed this is true.However, in Nigeria, while there might be an overwhelming amount of Nigerians who are lawyers (although I doubt that), when you get to the West, lawyers of Nigerian heritage much less other African lawyers seem far and few between. Further, most of you would probably give me blank stares if I asked you to name Nigerian/African lawyers in the USA or Europe shutting it down and getting in the legal history books here in the diaspora for positive contributions. I hope I buck this trend. Indeed I hope when I am done with my career, at least in the USA, when lawyers come to the minds of millions of Americans, they see me, a lawyer of African heritage in their minds.

Why should you appreciate this noble profession? I’ll tell you why. A lawyer’s primary purpose is to fix the problems people create. Bottom line. They do so by fighting for you when you screw up whether it is personal relations (family law), crimes (criminal law), business gone wrong (business/company law); use the work of other artists/labels without permission (copyright infringement) and the list goes on. They also help prevent you from going through all these stress and headache at an early stage so you don’t die early of a heart attack, if you listen. So, appreciate your lawyers, even though it is tough to accept that their DNA generally have low tolerance for rubbish. 🙂

Second, understand this thing we call life is fluid and it changes all the time. If there is one thing we know about life, it has to be that change is constant. People change. Things change. You might have been friends with an artist you want to co-write music with since you were in primary school. However, co-write that hit song and see the true character of your friend come out. Money, fame, women etc. will reveal the real character of those you thought you knew and that you swore would take a bullet for you. This extends to even family members. If you do business with family, respect their talents and skill sets and demand the professionalism you would outsiders.

When a relationship goes bad, don’t get mad. I know, easier said than done, right? But, as extremely hard as it can be (trust me I know how hard this is), accept the relationship for what it was, accept it is no longer working and prepare to move on with your life. It just is what it is. C’est la vie.

Third, knowing that people are motivated by different factors that can reveal an ugly side you never thought possible, AML people, you must begin to anticipate your business romantic relationships could go bad in the honeymoon phase and be prepared. This means, in the onset, you should focus on one of the most important clauses in any legal agreement you enter into, the termination clause. YOU MUST ALWAYS ASK HOW DO I WANT THIS RELATIONSHIP TO END? Ask this in the beginning and spell it out.

Indeed, we are having a nasty fight today in the Mo’Hits D’Banj v. Mo’Hits Don Jazzy case precisely because the aforementioned did not have clarity about how they wanted it all to end. Today, I will focus on Don Jazzy’s leaked email. Next Week, I wrap up the Mo’Hits discussion with a focus on D’Banj’s leaked email and the legal issues that stem from there. Let’s get to it shall we?

Sound Track as a Back Drop to this Drama on My Mind, ‘Take it Back’ by 2Face. Mean things are said when people fight or breakup whether it is business or personal relationships. Sometimes you really say, did you really mean it that you want your car back? Like who does that? Aha! We all have at some point said some crazy things in the heat of anger or dispute so don’t be so quick to beat D’Banj down or make a mockery of DonJazzy for allegedly receiving the car.


Should Don Jazzy Return D’Banj’s 5.2Million Naira? Further, Who Owns the Catalogue of Wande Coal, D’Prince, Dr. Sid et al? Mo’Hits/D’Banj?

Don Jazzy’s View His Leaked E-mail discussed below

Legal Issue #1: “That Mo’Hits Records does not already own 100 per cent of the songs. Note that Mo’Hits Records only owns 60 per cent of the songs and 40 per cent belongs to the individual artiste. So, 40 per cent of the songs is not mine to give. “

AML Legal Commentary
I have discussed copyright law in the past. Here, a fight over copyright ownership of the songs is clearly present. If Mo’Hits owns 60% of the songs, what can it do as a legal copyright owner of those songs? First, remember that Mo’Hits has its own separate identity from its owners. So, as copyright owner under Nigeria’s Federal Copyright Act, it can:

  1. Reproduce the catalogue of songs it owns
  2. It can publish the songs it owns
  3. It can prepare derivative work
  4. It can distribute copies of the songs  to the public
  5. It can display the copyrighted work publicly
  6. for sound recordings, it can perform the work publicly including through digital audio transmissions, among other things.

Now, obviously, we should not be having this discussion on the percentage that Mo’Hits owns at this very late stage in the game. This is a showing, arguably, that both D’Banj and Don Jazzy as owners of this company failed to manage Mo’Hits well including handling, arguably, the most important aspect of a music company, determining its intellectual property assets (its songs) and entering into agreements on the buying and selling of these songs with artists and other third parties.

If Mo’Hits is restricted to only 60% of the total songs in the catalogue, then for the 40% left, it cannot do what a legal copyright owner is permitted to do.

The trick here is also to see how Mo’Hits is dividing the 40%. Are they songs that can be clearly identified as songs that belong in the 40% category; OR are they songs that are intertwined with Mo’Hits’ 60%? For example, would ‘Mo’Hits own 60% of the song ‘Why Me’ while D’Banj as the artist owns 40%? What does it really mean when they say this? This can create an issue to fight about in court.

If the scenario is that Mo’Hits on each song owns 60% while the artists own 40% , then it creates an even stickier situation and it means the artists with the 40% have an intertwined relationship with Mo’Hits as joint authors of the copyrights to songs they have co-created with Mo’Hits. We saw Joint Author discussions in the AML Waje v. P-Square Alleged Copyright Infringement case. You can revisit that case here.

#Legal Issue #2:That me (I am) giving him (D’banj) my share of the catalogue does not and will never include him having the right to stop them (the artistes) from performing the songs or give him the right to claim any monies for live performances of these songs. “

AML Commentary: If the songs can be neatly parsed out, then Don Jazzy’s position would make sense. If it is not as neatly parsed out, then there is fire on the mountain. Artists performing the works would need permission from Mo’Hits as they are tied to the hips as joint owners.

#Legal Issue #3: And any loans or debt owed by Mo’Hits records as at today will be cleared by Mr D’banj as I am clearly not aware of any.
AML Commentary: This statement moves us from copyright law smack into company law. The first thing then is to understand what kind of legal business entity the two owned. We have some help through the report below:

Premium News Nigeria reports:

“ . . . Checks at the Corporate Affairs Commission, CAC, the agency of government responsible for registering companies in Nigeria showed that Mo Hits Records Limited was incorporated on May 12, 2006, as a company limited by shares, and the company’s address was Block 1, Flat 10B, Otedola Estate Lagos state, with an initial share capital of 100,000 ordinary shares.

The company’s records also show that Dapo Oyebanjo (D’Banj) of the same address was allotted 30,000 shares, and Michael Ajereh (Don Jazzy) also of the same address was equally allotted 30,000 shares, implying a fifty-fifty ownership.

The company’s Registration Number is RC653135 and its registered nature of business was “Entertainment Industry.”

If the above is true, it tells us several things:

1. The kind of legal entity that D’Banj and Don Jazzy formed was a Limited Liability Company i.e. a company limited by shares.

2. An LLC incorporated in Nigeria, requires a Memorandum and Articles of Association in a business.  A Memorandum defines the powers and duties that Mo’Hits as a company has. The Articles of Association regulates how Mo’Hits will be managed internally. These two documents are the lifeline of an LLC in Nigeria and are extremely important. In situations like these, they serve as a reference point to help guide all members in the business.

3.  When members sign up initially, they agree that should the business end or dissolve, pursuant to law, they would contribute to pay off outstanding debts. Further, a company limited by shares is called that because the liability by each member i.e. D’Banj and Don Jazzy in Mo’Hits for example, is limited by the Memorandum to the amount, if any, unpaid on the shares that each of them holds in the company.

Who pays the outstanding debt? That is something to fight about in the winding up (dissolution) of their business voluntarily or through the courts. We are not privy to a lot that went on in the business, as we should NOT be. So, they can be mature and figure it out among themselves through their lawyers or counselors.

Legal Issue#4:

So, songs like Wande Coal’s Go Low and Been Long You Saw Me are not part of this catalogue he is receiving.

“Also, an artiste like D’Prince, not only has he not released any album, he has not signed any contract whatsoever with Mo’Hits Records. That he has no right to claim any monies for deals that have been brokered already as at today with the catalogues or stop their usage.” – Don Jazzy

AML Commentary: Now we get into contract law intersecting with company law.

AML label executives and owners, you cannot have a music business which is all about buying and selling of the copyrights of your artists and not have a contract in place. You create legal drama of the highest order that your lawyers will love you for. So, I am technically not complaining but “I’m just saying.”

Where a written contract  is absent, then we open a can of worms which is that of an oral contract. The fight here will be reduced to a “he said, she said” in a court of law.

An attorney for Don Jazzy would argue that there was no contract as Don Jazzy is already doing.

An attorney for D’Banj would ask the courts to look at the oral contract of the parties, the parties conduct (D’Banj bought a vehicle totaling over 11million Naira for D’Prince, that is arguably an advancement), the customary practice of the industry and so forth and so on.

To have a valid contract, there must be an offer (make music for Mo’Hits Mr. D’Prince), an acceptance (He did) and consideration (money, what Mo’Hits had to give up to make D’Prince accept). The fight is whether the consideration (the car etc. D’Prince received) constituted an acceptance of the offer (especially since D’Prince and both D’Banj had already performed). Obviously, D’Banj would argue it did. The consideration was the vehicles, fancy clothes etc. which was an advance so he could make music. (D’Prince took it and made the music). Now D’Prince has to pay up (otherwise he is unjustly enriched).

If you are D’Banj you want it all. If you are D’Prince, you want to return all that money and cars etc. and keep all copyrights in your songs.

AML “SLAP, SLAP, SLAP” MESSAGE: AML artists, cut your coat according to your size. If a label gives you 6million Naira vehicle, return it. It is useless and while you might live in a society that is only focused on money and titles, you can match to your own beat and be your own person. It is possible, really. You don’t need a car that is worthless in 5years and depreciates in value when you are not even bringing in such dough. Even if you did pull in such dough, your career will not last forever. Who you tryna front for? It is stupid math and not something an artist with common sense does in preparing for the future.

Company Law: We go back to company law for the above issue. Mo’Hits was a legal entity independent of D’Banj and Don Jazzy. D’Banj cannot take actions that bind the company without the company/members or its shareholders agreeing. Why did he do it? D’Banj will obviously make the statement he did i. e. I did it because we needed it and no one objected to it.

May the best lawyer win.

Legal Issue# 5 – “It is important to note that any unreleased songs done by any artiste (including D’banj and K-Switch) MUST NOT be released and is not part of the catalogue I am giving away.” – Don Jazzy

AML commentary: This is a bit confusing. Mo’Hits owns 60% of the songs. If those songs are unreleased, shouldn’t it still be Mo’Hits? Again, this is a very sad case and has all the things that can go wrong that you AML artists and label owners should learn from and retrace your steps if you made the exact mistakes.

K-Switch, Wande Coal, Dr. Sid etc. can definitely hire attorneys to sue D’Banj, Mo’Hits and Don Jazzy. There are so many things done wrong here and the artists are the ones left with the short end of the stick, arguably.

Legal Issue #6 – With these few points, I do hope that you all realise that I have been generous enough to facilitate the End of the “D’banj & Don Jazzy” era as a team. After this new deal has been signed and sealed, I do NOT look forward to seeing an email whatsoever or hearing from the DKM (D’banj, K-Switch, Mo’Hits) crew, and all is well again.”- Don Jazzy

AML commentary: I don’t see generosity. I see a business owner and executive who could have foreseen  this mess would happen and should have prevented it in the  first place. We now have a big mess and it will take a lot of hard work and both owners sitting on their egos to make this huge mess go away. Otherwise expect an inevitable lawsuit and/or counter-suit if they reach an impasse; and expect the lawyers to swing hard as they charge millions of Naira as they work hard to clean the mess.

I have a feeling they are both ready to move on with their lives and do not want the media having a feast for too long, so I believe this case will soon resolve.

We will talk about D’Banj next week.

Have a good weekend folks.

-Uduak

Business of Music North Africa Roundtable

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Africa Music Law™

AFRICA MUSIC LAW™ (AML) is a pioneering music business and entertainment law blog and podcast show by Fashion and Entertainment Lawyer Ms. Uduak Oduok empowering the African artist and Africa's rapidly evolving entertainment industry through brilliant music business and entertainment law commentary and analysis, industry news, and exclusive interviews.

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. She is also an Adjunct Professor at the prestigious Academy of Arts University in San Francisco.
For legal representation inquiries, please email (uduak@ebitulawgrp.com). For blog related inquiries i.e. advertising, licensing, or guest interview requests, please email (africamusiclaw@gmail.com). Thank you for visiting Africa Music Law™.

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