Law & Policy

Spinlet’s Digital Rights Agreement & What the “Mauritius” Venue Nigerian Artists Agree to Really Means

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Mauritius and the Spinlet Digital Rights Agreement for African ArtistsIn January of this year, CNN posted an article in its travel section on the beautiful island of Mauritius. It was called “The Best African Destination You Know Almost Nothing About.” The article focused on the island’s attractions for tourism and how the country is a prime example for democracy. Mauritius is an island located in the middle of the Indian Ocean, with a population of almost 1.3 million people. 68% of the island’s inhabitants are Indian, with the remainder comprised of Creole, Chinese, French, English and South African. Although the island’s official language is English, some of inhabitants speak French, Creole and Hindi, amongst other languages.

But many of you know more about the island than you think. Many Nigerian artists know enough about the island of Mauritius; enough to be bound by their laws. Artists like Ice Prince, Banky W, Wizkid, and 2face Idibia all know just enough to be bound by the laws of Mauritius. This is due to the contractual relationship that they share with the company known as Spinlet.

Banky W Mauritius Spinlet Agreement

Spinlet, since its recent emergence in Africa’s music space, like other digital distribution companies, has been signing numerous licensing deals with Nigerian/African artists.

The relationship is typically cemented with “Spinlet’s Digital Rights Agreement -Artist,” a lengthy twenty (22) page contract (mostly because of the exhibits incorporated into the contract – the contract itself is only ten (10) pages long) that right from the onset, makes it clear Mauritius law governs any disputes. However, what does it mean to say Mauritius law governs a dispute  for an artist based in Nigeria on the continent?

Of importance to know when transacting business on international shores, especially where digital rights agreements like these  are concerned, for now, are: “The Arbitration,” The Dispute Resolution” and the “Choice of Law” clauses.

Arbitration: An Alternative to Litigation
Like many agreements, the Spinlet Digital Rights Agreement calls for arbitration in the face of a legal dispute between the company and its clients (musicians/entertainers). An Arbitration is a form of dispute resolution that occurs outside of court where the parties refer their dispute to a neutral third party known as an arbitrator, whose decision by which the parties agree to be legally bound. Both parties pay a fee and the winner is sometimes allowed to request re-payment of his arbitration fees by the loser. There is no jury and no formal legal proceeding.

Arbitration tends to be the dispute resolution method of choice in business transactions today due to the fact that it tends to be a much cheaper alternative to litigation. But there always comes a question as to what law will govern the dispute.

Choice of Law
Laws vary from state to state, and from country to country. They vary in regards to the length of statute of limitations (the maximum time permitted to sue) and the type of damages (money) that can be awarded, to the enforceability of certain contractual clauses. In order to prevent future confusion, parties today include a “choice of law” provision in their contracts. Sometimes parties choose the law of the location of their headquarters while others think more strategically and choose the law of a country or state that would grant them a more favorable outcome. Knowledge is power, and knowing and understanding which country’s law will govern in the event of a dispute will help you avoid disputes or at least predict an/the outcome should a dispute arise.

Dispute ResolutionIce Prince Spinlet Agreement Mauritius

Just because parties agree to confer jurisdiction on an arbitration tribunal in one country does not in itself mean that the parties have agreed to be bound by the laws of that country. A dispute resolution clause is not the same as a choice of law clause. A dispute resolution clause states how disputes will be resolved (arbitration, mediation, litigation) and where the resolution will take place. A choice of law provision states what laws will be applied in the arbitration proceedings. This law also applies to all other aspects of the contract.

Spinlet Digital Rights Agreement

Nigerian Artists, here is what you are agreeing to when you sign a contract with Spinlet or similar companies like Spinlet:

1. Page 8, Clause 12 the “Dispute Resolution” clause of Spinlet’s agreement requires arbitration in the presence of three arbitrators instead of one. This actually works out better as three heads are definitely better than one. It also requires that the arbitrators and participants follow the rules of the Permanent Commercial Arbitration Court of the Mauritius Chamber of Commerce and Industry.

Parties to such a contract (or their lawyers) would do well to familiarize themselves with the rules governing their agreed upon dispute resolution process.

2. In addition to agreeing to arbitrate under Mauritian rules, you also agreed for Mauritian law to govern your contract as whole. Not only that, you also agree for Mauritian law to be the law applied during your arbitration proceedings should the need for such proceedings arise. Take a look at page 10, clause 13(g) Governing Law/Jurisdiction.That is where you agreed to be governed by the laws of Mauritius, the best African destination you know almost nothing about. This is not necessarily a bad thing but it might not be a great thing either. Your entertainment lawyer would need to research the law of this island in order to ensure that it is in line with your goals/views in order to make a determination on how favorable it will be to you.

You should consult with your attorney and also think about consulting with a local entertainment lawyer in Mauritius before you sign a contract binding you to the laws of Mauritius. This way, if you find yourself in a doozy, Mauritius, which will more than likely be your destination, will not be the African destination that YOU know almost nothing about.

-Enze

Photocredit: Tourism Mauritius

Disclaimer:  This article and website in general is designed for general information only. Nothing herein forms or constitutes an attorney/client relationship; nor should be construed as legal advice. Read our full disclaimer.

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Ollachi Holman

AML intern Ollachi Holman aka “Enzé is a recording artist commonly affiliated with Syndik8 Records. She has been featured on tracks with the likes of Lynxxx, 2Shotz and MI, and has had a few cameos in clubs and albums. A recent law school graduate from the University of Houston Law School, she is pursuing a career in Entertainment Law. Look for her posts on on Mondays and Wednesdays in the AML categories of "Music Law" and "Celebrities Behaving Badly", now until May 2013. Please give her your feedback and let her know how she is doing, what you like and don't like. Thanks!

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8 Comments

  1. Justin Ige says:

    This is very interesting and you are on point as usual. However, in addition to your observations, the artites also agree to be bound by the lex arbitri of the Mauritus. As a whole the little known legal system will completely determine the way and manner a dispute may be resolved. This is equivalent to walking into a room blindfolded!

  2. Justin Ige says:

    On second thought, the agreement may also serve as a disadvantage to Spinlet. If an arbitration is actually held in Mauritius and Spinlet gets an award in its favour, it may not be able to enforce same against a Nigerian artiste in Nigeria. I think such award may be refused recongnition on the ground of public policy. Why should Spinlet “(Nig) ltd”, since I believe must be incorporated under Nigerian laws and therefore a Nigerian company, do business in Nigeria with Nigerians, but refuse to settle any dispute in Nigeria. It can be argued as being against Nigeria’s public policy. However, if the Nigerian artiste wins in Mauritius, he should easily enforce against Spinlet’s mother company right there in Mauritius. I am assuming the agreement includes affiliates etc, as is common.

    1. Enze says:

      Spinlet is actually a company incorporated under the laws of Mauritius, conducting business in Nigeria. Choice of law clauses come under scrutiny when there seems to be no valid reason for the choice of venue but legal advantage over another. However, in this case, Spinlet would be able to argue (probably successfully) that Mauritius is its venue of choice due to its residency status in Ebene, Mauritius.

      In regards to the enforcement of arbitral awards, this is addressed best by the New York Convention (NYC).The New York convention requires member states/nations to give effect to private agreements to arbitrate and to recognize arbitration awards granted in foreign member states/nations. Luckily, both Nigeria and Mauritius have adopted the NYC. Now, this sounds terrific on paper, but due to the nature of our judicial system in Nigeria, only God knows how such will pan out.

      You are right about one thing though (not to say you were wrong about the others). Enforcing an arbitral award in Mauritius will prove simpler for an artist who succeeds in a dispute with Spinlet. According to CNN, the island of Mauritius is supposedly a model for democracy. In addition to a competent legal forum, Mauritius probably hosts some or a fair number of Spinlet assets which can be executed upon to enforce a judgment against the company.

    2. Enze says:

      Also, the Dispute Resolution Clause in the Spinlet agreement states that the seat of arbitration must be in Mauritius. But it allows for hearings in other locations at the arbitrators’ discretion after consulting with the parties to the contract.

  3. Justin Ige says:

    erm…also. Since Mauritius is a member of the U.N, it may have adopted the UNCITRAL Model law and Rules just as Nigeria has done. So the position of the law on the subject in the two countries may be quite similar. Also, I am assuming Mauritius is also a common law country, as per law of contract.

  4. Foza says:

    Ms Ollachi please can you refer me to where i can get a spinlet contract form to read thanks. I dont see why Nigerian artistes to submit themselves to the laws of Mauritius especially as they are not familiar with such laws. This would on auto result to serious conflict of laws and inconvenience when there’s a problem. In this situation i think the Nigerian acts have more bargaining power to advocate for a better choice of law and arbitration clause than what spinlet offered. Except the cheque is fat though thats when the judgement for these acts might have been clouded. I totally disagree with this choice of law clause.

    1. Enze says:

      Hi Foza, I believe you can obtain a Spinlet Digitial Rights Agreement by contacting the company directly. Their website address is http://www.spinlet.com Please let me know if you are unable to obtain the document through this avenue so that i can research other ways to assist you.

    2. Enze says:

      Sadly, the cheque is never fat enough in my opinion. But you have to ask yourself these questions: How many Nigerian artists walk into a meeting with their lawyers at their sides? How many Nigerian artists have lawyers? How many consult lawyers before signing a contract?

      Many Nigerian artists are hustling seriously. They are still “on the come up.” In the words of Lynxxx “Do you know how many people soak garri before they enter red carpet…Utunu?”

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