Legal Advice regarding distribution

A

analog_addict

Well-known member
Hello,

Long story short, myself and 3 others set up a production company (UK) with a partnership agreement which stated that any profit we made together (for any project) would be split 4 ways, 25% each.

We shot a feature film together but during the editing process one member of the partnership became disgruntled and didn't like our edit. The film split into 2 different versions and we parted ways with that person.

After screening our version of the film at festivals, we were offered a distribution deal by a little horror company. We signed the distribution deal (3 remaining members) and eventually it wound up on Amazon.

A little while later and the disgruntled person saw the film and is now threatening legal action to have it removed. His reasoning is he never agreed to it and 'owns' 25% of the film.

To put it in perspective the film cost £1500 in total to produce. We don't expect the film to make any money (I think we make £0.03 if someone streams via Amazon Prime) but we are proud of the film and want it available to watch. If we somehow did make any money, it would be split 4 ways as agreed in the partnership agreement.

The disgruntled party has no interest in the film and just wants it dead and unavailable to view.

If we removed it from Amazon and just put it on YouTube for free, could he try and DMCA it?

Thoughts?

Very frustrating to have spent so long creating something for this to happen.....
 
No idea, especially if/since this is all taking place in the UK. Is there anything in your partnership agreement about how disagreements would be settled? Via vote? Other? If a lawyer helped you draw up the agreement, perhaps he/she can give you some advice and perhaps write a nastygram to the disgruntled party. Might cost a little bit, but probably worth it for just piece of mind.

And --perhaps-- someone associated with a Lawyers for the Arts group could help for a reduced fee. Don't know the UK groups, but Google points me to this one:
http://lvfa.org.uk

Good luck!
 
The partnership agreement is quite exhaustive and it does clearly state that a quorum needs 3 business partners to agree (which we have done).
 
analog_addict said:
If we removed it from Amazon and just put it on YouTube for free, could he try and DMCA it?
Click to expand...


Sure he could. You've probably already done so, but if not, Google "YouTube false DMCA notices"

And then you could file a DMCA counter-notice. And you'd probably eventually win, though I'd think in a case like yours where the guy has a partial claim to the material might make the whole process take a lot longer.

So your partnership agreement makes it appear clear that you three can put the film wherever you three agree to put it. Again, maybe have a/the lawyer send the 4th person a letter telling him what he agreed to and "asking" him to back off... Lawyers are good at those sorts of letters...
 
You'd probably save yourself a headache if you attempted to mediate with the disgruntled party.

Just wanted to note that your thread title can be read two ways :)
 
analog_addict said:
Hello,

Long story short, myself and 3 others set up a production company (UK) with a partnership agreement which stated that any profit we made together (for any project) would be split 4 ways, 25% each.

We shot a feature film together but during the editing process one member of the partnership became disgruntled and didn't like our edit. The film split into 2 different versions and we parted ways with that person.

After screening our version of the film at festivals, we were offered a distribution deal by a little horror company. We signed the distribution deal (3 remaining members) and eventually it wound up on Amazon.

A little while later and the disgruntled person saw the film and is now threatening legal action to have it removed. His reasoning is he never agreed to it and 'owns' 25% of the film.

To put it in perspective the film cost £1500 in total to produce. We don't expect the film to make any money (I think we make £0.03 if someone streams via Amazon Prime) but we are proud of the film and want it available to watch. If we somehow did make any money, it would be split 4 ways as agreed in the partnership agreement.

The disgruntled party has no interest in the film and just wants it dead and unavailable to view.

If we removed it from Amazon and just put it on YouTube for free, could he try and DMCA it?

Thoughts?

Very frustrating to have spent so long creating something for this to happen.....
Click to expand...
The way you describe it is that the film is owned by the production company. Thus the company has the rights and can decide to publish or not. So no individual partner has any rights at all.
 
All the rules for your company should be laid out in the partnership agreement. Usually each member's voting power is proportional to their ownership of the company, but that needs to be specified in the agreement. If your partners outvoted the disgruntled member 3:1, you can probably do whatever you want. However, I'm not sure what happens if the disgruntled member never got a chance to vote, and wasn't asked to participate in the decision making. Even if you are legally in the right, the upset person may still decide to sue you. I would try to make amends with that person, if it's still possible.
 
If you can't reach a deal with the party, move on. Is this film worth years of protracted litigation? I've been through it, calm down and look at it objectively. You lose lots of opportunities by dealing with the courts. But that's up to you and your partners.
 
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