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F E Smith
F E Smith, Advocate
Category: Law
Satisfied Customers: 8539
Experience:  I have been practising for 30 years.
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There, I am a film producer and a contact of mine

Customer Question

Hello there,
I am a film producer and a contact of mine may be able to get us the lead actor we want for our film as they are friends. He would like confirmation that if he succeeds in getting the actor onboard, he will be credited and paid as a producer also. He has asked for a letter agreeing these terms between him and my company.
The film production company I have is a small one and currently holds the rights to the film project.
My question is if I am able to include a paragraph within the letter precluding him from taking civil legal action against my company for the unpaid monies/detriment if any part of our agreement is voided for one reason or another.
Thank you
Submitted: 7 months ago.
Category: Law
Expert:  F E Smith replied 7 months ago.
Could you please explain the situation a little more about what exactly it is that you’re trying to avoid?At this stage I will say that it is not possible to put something in the contract which excludes a statutory right to take legal action.You may be able to limit damages as a result of any breach of contract but you cannot exclude them altogether because any such attempt to remove liability will often fail the test of reasonableness under the Unfair Contract Terms Act.If you tell me the circumstances that you’re thinking of in particular that will assist me in answering further.
Customer: replied 7 months ago.
Hello,Thank you, ***** ***** just thinking of later down the line, when my contact may feel that he hasn't been treated equally to myself and the other producer on board and may want to take legal action to sue us for more money or a better credit or something else. I can't envisage anything specific at the moment, I'm just being cautious. At the moment, this is the agreement letter I have written but I think at the moment, it may sound like I am making the agreement between he and I, rather than he and my company. The reason I am making it between he and my company is because it is my company that owns the right to the film, not me personally.----
Dear *****,As the Producer of the film “HARTFIELDS” (“the project”), as well as CEO of Hart & Hart Films (which currently owns the entire rights to the project, I’m writing to confirm that if you are you to bring the actor ***** ***** onto “the project” in the role as the character of Robert Hart then you will be a senior “Producer” on the film, alongside Jane Hasien and myself.For the avoidance of doubt, as producer, you would share in all aspects of being a senior producer pari passu with Jane Hasien and myself. This includes, the financial fee, back end / net profit points and the “Produced by” credit prominence on the film. The fee and all other aspects for our producers role will be negotiated in good faith once we begin the journey towards the green light and pre-production.------I was wondering if I could caveat it by saying something like 'this agreement precludes you from taking civil legal action against us' etc - but I can see from your advice (and it was as much as I thought too) that it would be considered unfair by any court anyway.Thank you
Expert:  F E Smith replied 7 months ago.
I think that it is important that the letter comes from the limited company and that if you are signing it, you sign it and quite clearly state that you are signing on behalf of the limited company.Further, the letter needs to state that all rights are owned by the limited company and any agreement is between him and the limited company.I would also suggest that you get him to sign and date a copy in agreement and return it to you. Until you have that back, don’t move forward with it. Estate agents and employment agencies are extremely efficient at doing no work whatsoever until they have a signed contract.You talk about the agreement being voided. The concern is probably that the project may not come to a conclusion or finish. It’s not unreasonable to state that if he gets the actor on board, if the project does not go ahead to conclusion then there is no payment.What you might want to do is head the letter “Letter of Intent” because the enforceability of a Letter of Intent has already been tested in court and it’s not enforceable. The wording however must be consistent with being a letter of intent. For example, you would start it with, “this is what my company is proposing…” Therefore, by wording it as such, he cannot rely on it as any kind of agreement. It looks like an agreement but it actually is not.I would avoid the phrase “good faith” and use something like “the market rate” or specify the actual amount of money. Good faith is such a wide interpretation that it can cause problems.If there is a lot of money potentially at stake it would be as well to get a local solicitor to draft the agreement for you because the potential cost of doing it yourself and it going wrong is probably going to far outweigh the saving you are making by actually doing it yourself.Can I clarify anything for you?Please don’t forget to rate the service positive. It is an important part of the process.Best wishesFES

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