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Joshua
Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience:  LL.B (Hons), Higher Prof. Dip. Law & Practice
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I have a quick question regarding a client who commissioned

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Hello...I have a quick question regarding a client who commissioned us to film a show (concert) and i need someone to see the "deal terms memo" we were presented with and how exposed I am as they are stalling paying balance of money owed for work undertaken
the show was recorded and completed and delivered (Oct20-Mar 23)
in particular I believe they commissioned us to undertake a live show April 23rd (knowing they didn't have funds to pay for the service delivered) which is causing my business both a cash flow problem for me and now my suppliers are chasing payment, understandably...
So left with limited funds (as in less than £300 in the account) I cant afford to seek legal advice hence using your service if someone can give me an assessment i will then know whether its worth commissioning lawyer to take on the case and thus need to assess how much I will be exposed to cover legal costs
I hope this makes sense and happy to speak and send original deal memo if needed.
many thanks
Vicki Betihavas
Nineteen Fifteen Productions
Submitted: 2 years ago.
Category: Law
Expert:  Joshua replied 2 years ago.
Hello and thank you for your question. I will be very pleased to assist you. I'm a practising lawyer in England with over 10 years experience.

If you have the terms of your agreement to hand that would be useful please. Could you delete any personal information as this site is not secure.
How much is owed?
Did you agree an agreement using your own contract terms or theirs?
Customer: replied 2 years ago.

Hi Joshua

I am owed in total excluding VAT following amounts

Main feature - concert film balance on production costs owed on agreed budget : £11,278.95

then a deferred production fee which relates to a waterfall (which I didn't understand) £19,371.00, Director fee also part of waterfall £7,000.00

Secondly additional to main feature we were asked to deliver a Live cinema broadcast at an agreed cost which they signed off on and we delivered this April 23rd 2015 - net budget £32032

So excluding VAT its over £67K we are owed on services and products delivered....I just need to understand what if the deal terms are fair and if they are worth the paper they are written on.....

I cant seem to attach deal term PDF and Invoice for the april 23rd show as reference

please don'

Attachment: 2015-05-26_163332_deal_terms_elaine_paige_oct_17_2014_final_word_97_version.pdf

t hesitate to ask me for more details

THANK YOU

VB

Expert:  Joshua replied 2 years ago.
Right not insubstantial amounts then. I will look at the attachments now. In the meantime could you (this may evident from the attachments which I ahve not yet opened) tell me whether the other party is a limited company or a sole trader and whether you believe they are making money and would want to avoid insolvency?Also could you tell me if you have any acknowledgement from them that they owe the money?
Customer: replied 2 years ago.

Hi Joshua

OK seems the attachments worked, sorry ive duplicated there...oops

Ok Both Nineteen Fifteen Productions (me) and ScreenLive Entertainement (the party who contracted us) are Limited companies

Yes the CEO's words to me were " You can see my problem, I have a gap of £175K in my cash flow"

Not sure why he took on a project he couldn't afford and based his whole business on ancillary sales (which were forecast at around £150K) but none of that was promised or guaranteed)

He wanted ALL rights for perpertuity which i understand under UK copyright law is 50yrs....so in theory he has 50 years to make his return on his investment...?

I just need to know if i can commence litigation if they refuse to come to an agreement over the monies owed...and if they acted fraudulently, by commissioning us to deliver the live show when they knew they couldnt pay for it??

I can send my most recent correspondence with them if it helps?

thanks

VB

Expert:  Joshua replied 2 years ago.
Could you also clarify who are EP Records. Is that also a partnership controled by you or a third party? If a third party what is their view on the matter?
Customer: replied 2 years ago.

ScreenLive Entertainment

EP Records and Nineteen Fifteen are co producers of this project

:-)

Expert:  Joshua replied 2 years ago.
Thank you - I note they are joint producers from the terms. Sorry to clarify, is EP R an entity controlled by you or are they another completely separate entity not related to you? If the latter have they also not been paid and have you a separate agreement with EP R with regards ***** ***** project?
Customer: replied 2 years ago.

Hi

Sorry my fault to clarify

Nineteen Fifteen Productions and EP Records (we have a separate agreement between us)

So ScreenLive have been working with Nineteen Fifteen as the lead producer (Nineteen Fifteen have been engaging and paying suppliers throughout the process...EP Records are simply editorial producers - all finances have been running via 1915.

Hope that makes sense??

VB

Expert:  Joshua replied 2 years ago.
That does thank you. I was concerned that there was no clarity between how monies were to be shared between 1915 and EP R but from what you say I understand that EP R will effectively follow your lead in respect of any claims under the agreement you attached above and there is a separate agreement between you and EP R in this respect. Please advise if this is not correct.I do not like the contract at all because it appear exceptionally vague about what payments are due to you other than royalties. Paragrpah 5 provides that the Producer shall be responsible for all costs associated with the recorded event. Paragraph 6 provides that the Producer is to make payments for the live event but can then recover those costs from the Distributor. Paragraph 7 provides that payment will be made to 1915 and EP R - no distinction is made between you though hopefully from what you say above that will not be an issue as between the two of you and you can provide a joint direction in this respect to the debtor - and that payments will be made in accordance with a live event budget that will be agreed in the future.Paragraph goes on to say that payments for the recorded event will be made according to the approved cash flow (payments to who or by who?? - paragraph 5 above says the Producer is to be responsible for costs for the recorded event. In summary in terms of production costs, the contract appears in my view very poorly drawn but my interpretation is that producer is responsible for costs of recorded event and for paying for the cost of the live event but is able to recover the costs of the live event from the distributor subject that the budget for the live event had yet to be agreed. However the drafting is sufficiently unclear that if it was agreed that you could recover costs for both the live and recorded events from the distributor providing you can produce some evidence that that was agreed and ideally that some payments have been made for the recorded event already, then a judge would likely be willing to interpret the agreement in that way. There is in my view scope for significant dispute over the terms of the agreement if the other party chose to dispute elements of the agreement. Ideally you will have email trails sich as that which you attach which will add meat onto what was agreed between you. Because of the amount involved you can seek to recover legal costs associated with pursuing the other party in court. You may need to secure a lawyer who is prepared to act on a conditional fee arrangement or some other form of funding. Unfortuantely as above the agreement is sufficiently unclear to cause unnecessary work in reaching the point of securing a claim against the distributor. It is worth the paper it is written on and it seems relatively clear that monies are owed by the distributor to you but the terms of what was agreed are likely to require some not insignificant work to properly and clearly evidence unless the distibutor is prepared to agree and admit all the monies that you claim are owed without dispute which unfortunately is likely to require signifcant input by a commercial solicitor to assist you in best presenting your claim in the event of litigation which I appreciate may cost money that is in short supply. You could try a statutory demand whereby you just serve them with a demand for the money owed under a statutory demand which is a warning that you intend to wind up the company unless they agreement payment terms or formally apply to set the statutory demand aside by applying to the court. It can be an effective way of encouraging reluctant creditors who do not wish to be made bankrupt to pay up or negotiate payment terms:https://www.gov.uk/government/publications/statutory-demand-insolvency-form-41 I hope the above is of assistance? If you have no further questions for now I should be very grateful if you would kindly take a moment to click to rate my service to you today or just reply back to let me know if the above is helpful. Your feedback is important to me. If there is anything else I can help with please reply back to me I'd be very grateful
Joshua, Lawyer
Category: Law
Satisfied Customers: 25358
Experience: LL.B (Hons), Higher Prof. Dip. Law & Practice
Joshua and other Law Specialists are ready to help you
Customer: replied 2 years ago.

Joshua

thank you very much

that is MOST helpful and as you say I need to decide on a course of action

I agree that a statutory demand may be required

thank you

Vicki B

Expert:  Joshua replied 2 years ago.
I am glad that the above was helpful. For future agreement of which I hope there will be many, if they are not being checked by a lawyer, if nothing else check that the clause(s) that provide for payment are clear and unequivocal. If you don't understand them ask for amendment so they are clear. The problem here is that there are three clauses which partially contradict each other but worse refer to a schedule for payment which at the time of the agreement had not ben agreed. This does not mean there is no contract but it adds costs to any litigation that may follow in the event of a dispute because it takes extra time to try to evidence what was agreed where the contract is not clear. Good luck with your pursuit of monies.Would you like me to ask that this thread is locked for privacy so it cannot be accessed by others? If you would like this, please would you copy what you wish and then post back asking for the thread to be locked. I will then ask customer services to do so.

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