“Wish You Would Step Back From That Ledge (And Sign This) My Friend”

recent lawsuit between two members of a 1990’s and early aughts alternative rock band whose debut album sold over 6 million copies in the U.S. should open the eyes of new artists to the importance of getting partnership agreements, and not just lyrics, written down on paper.

Former Third Eye Blind guitarist Anthony Fredianelli sued the band’s lead singer, Stephan Jenkins, arguing that, despite the absence of an executed partnership agreement between the two, Fredianelli was a full partner in the band and thus entitled to over $8 million in royalties and co-ownership of the band’s copyrights for chart-toppers including “Jumper,” “Never Let You Go” and “How’s It Going to Be”.

In defense, Jenkins submitted the argument that, as between the singer and the guitarist “there was nothing (legally binding) between you and me” because, while a partnership agreement between the two was drafted, it was never signed and therefore was of no force and effect. Jenkins’ counsel suggested that Fredianelli, who spent over a decade with the band beginning in 1999 when it first began gaining in popularity, was not a partner.

U.S. District Court Judge Edward Chen, sitting in the Northern District of California, agreed with the singer, taking a page out of an introductory Contract Law textbook to note that an agreement merely to agree “amounts to nothing”, even though a partnership agreement was both discussed and drafted and Jenkins had led Fredianelli to believe that an executed agreement was forthcoming but could not be finalized at the time due to the band’s hectic recording schedule.

In ruling, Judge Chen pointed out that Fredianelli did not receive anything analogous to a distribution of partnership shares and that the band lacked any “democratic process” with respect to its decision-making process. The absence of such hallmarks of a real partnership worked against Fredianelli, to whom the ruling likely felt as sharp as a thumbnail scratch.

While the Court ruled Fredianelli was not entitled to royalties, Judge Chen did throw the guitarist a semi-charmed kind of life-line, noting that the guitarist may be owed a share of the band’s tour revenue, in light of Jenkins’ admission in court that he had promised Fredianelli one quarter of the group’s net tour revenue in lieu of a paid salary. A jury trial on that issue is set for October and it is expected Fredianelli could receive a multimillion dollar payout.

Nevertheless, it goes without saying that Fredianelli wishes he could go back there, someplace back there, to a place where he could sign the partnership agreement. As it is, he cannot put the past away, but the fact pattern of the case can be an instructive lesson for lawyers and contracting parties both within and outside of the music business.

Agreements should be fully thought out and properly executed, regardless of the amicability between the parties. And even if the parties are the best of friends at the outset, contracts between them should always be drafted in contemplation of things souring down the line, regardless of how much the parties promise they will never turn around, their backs on each other. Because one day, they may very well be singing a different tune.

If you have any questions about this article, please contact an attorney in the CDAS Corporate Practice Group.