Will a 1972 agreement determine who owns Steely Dan?

December 2017

CONTRACT
Artistes

 

Steely Dan are the American jazz rock band founded by core members Walter Becker (guitars, bass, backing vocals) and Donald Fagen (keyboards, lead vocals) in 1972. The band enjoyed critical and commercial success until breaking up in 1981. Rolling Stone has called them “the perfect musical antiheroes for the Seventies”. Steely Dan reunited in 1993 and has toured steadily ever since. Becker died on September 3rd, 2017, leaving Fagen as the only official member. And now Fagen is embroiled in a complicated legal feud with Becker’s estate.

By way of background, Fagen is claiming that his bandmate’s estate is refusing to honour the ‘Buy/Sell’ Agreement from 1972 which he says stipulated that when a member of the band died or left the band, the other members would purchase that person’s share in the band. Both parties are accusing the other of instigating the feud. “We believe the agreement to which Mr. Fagen refers in his suit, drafted 45 years ago,  was not in effect at the time of Walter’s death,” a representative for Becker’s estate said in a statement to Rolling Stone. 

Why is this so important? Well it is believed that Fagan is concerned that his ability to continue touring as Steely Dan may well be affected by the Estate asserting continued joint ownership of the band (and its name). In Fagan’s lawsuit, which also sued the band’s former business management firm and tour accounting company over “secretive behaviors”,  the musician claimed that he received a letter from Becker’s widow stating that, as director or officer of Steely Dan, she is entitled to 50 percent ownership of the band. He also accused the Becker estate of not relinquishing control of the Steely Dan website.

There are reasons (of course!) why the Estate might want to maintain a joint interest in Steely Dan. The band’s recorded music royalties may well be paid to the band or its corporate entity. Equally royalties from older merchandising deals and any future use of tghe ‘brand’, even from historic television performances, might flow to and from the band. From Fagan’s perspective, probably the most important issue is control of the Steely Dan ‘brand’, not least the band name and all logos, control of the website, social media and any email list or database – vital for touring and new business.

Some clues can be found in a statement that Fagen’s attorney, Skip Miller, released to Rolling Stone. “Mr. Fagen reluctantly took this step in response to certain actions of Mr. Becker’s estate. The main point is that the Buy/Sell agreement at the heart of the suit is as valid as the day it was signed. It’s something Mr. Becker felt strongly about keeping in place and honoring, even during his years of illness. Mr. Fagen believes Mr. Becker’s estate is entitled to receive all normal royalties on the songs they wrote together. But this case is about the future of the band, and we will vigorously defend the contract.”

Becker’s estate said “The misrepresentation that his widow, Ms. Cioffi initiated any litigious action is simply untrue. In our view, Mr. Fagen is unfairly trying to deprive Walter’s family of the fruits of their joint labors.”

http://www.rollingstone.com/music/news/walter-beckers-estate-responds-to-donald-fagen-lawsuit-w512628

http://www.newsweek.com/steely-dan-walter-becker-lawsuit-donald-fagen-aja-724550

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