11.9.11 16 tracks, London raves, QUEEN, OUT100 +++

Hi Everyone,

I'm coming out of my typical lurkerdom to comment on the Colwel Platinum lawsuit. I'm an attorney, but not an intellectual property attorney, nor am I familiar with California contract or tort law. That being said, I agree with those who said this lawsuit has nothing to do with Adam's involvement with Idol or his MySpace posts. This is all about the takedown notice Adam sent to Amazon. Essentially, Colwell wants two things: 1) damages it suffered as a result of the takedown notice and 2) a judgment by the Court declaring that it has the right to publish, promote, etc., the specific tracks at issue.

The issue seems to turn on whether Adam validly rescinded the Music Services Agreement and Co-Publisher Agreement with Welsford in June, 2009. Interestingly, and someone please correct me if I'm wrong, wasn't June, 2009, when this whole mess first surfaced. And didn't Welsford initially plan to release these songs which Adam co-wrote, but then ended up only publishing the Take One demos? If so, I would suspect that whatever Adam did in June 2009 was done upon advice of counsel and with the blessing of RCA.

Whether Adam validly rescinded the contracts will likely turn on whether the language in the Co-Publishing Agreement that limits Adam's damages for breach to an action for damages is enforceable under California law and whether he was due money under the Co-Publishing Agreement at the time of recission. I'm interested to hear about the allegd 2006 loan from Coldwater Entertainment Limited. What, or more importantly, who is Coldwater Entertainment Limited? Did Adam's relationship with Welsford or even Monte go back that far? The Complaint did not provide much detail about the alleged loan or any agreement as to how it was to be paid back. I'd have to read the Co-Publishing and Music Services Agreement closer to see if they allow the setoffs of this alleged loan as Colwell suggests.

To answer a question posed earlier, this lawsuit does not seem to seek any rights with regard to FYE or future recordings or compositions. While the contract language on its face appears to give Colwell that right, not everything in a contract is necessarily enforceable. Again, while I don't practice in this area and am not familiar with these types of agreements specifically, I would guess that this is similar to a non-compete clause in an employyment agreement, which courts will enforce, but only if reasonable.

That being said, this lawsuit is probably not a big deal. We live in a litigious society and the more successful you are, the more likely you are a deep pocket. Also, this is not the first, nor the last time a business relationship (even between friends) has gone south and ended up in Court. And there is definitely an upside. It is now more obvious that Adam doesn't support this album and that, even if they use his name and his image, this is not his new music.