Taylor v Rive Droite Music Ltd
| Jurisdiction | England & Wales |
| Judge | Mr Justice Lewison,MR. JUSTICE DAVID RICHARDS |
| Judgment Date | 21 July 2006 |
| Neutral Citation | [2004] EWHC 1605 (Ch),[2006] EWHC 2089 (Ch) |
| Docket Number | Case No: HC02C 01010,No.HC02C01010 |
| Court | Chancery Division |
| Date | 21 July 2006 |
[2004] EWHC 1605 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
Royal Courts of Justice
Strand, London, WC2A 2LL
The Honourable Mr Justice Lewison
Case No: HC02C 01010
Ian Mill QC & Jane Mulcahy (instructed by Forbes Anderson) for the Claimant
Andrew Sutcliffe QC & Peter Ratcliffe (instructed by Davenport Lyons) for the Defendant
Hearing dates: 4 th, 5 th, 6 th, 7 th,10 th, 11 th, 12 th, 13 th, 14 th, 17 th, 18 th, 19 th, 20 th, 21 st, May 2004
& 21 st, 22 nd, 23 rd, 24 th June 2004
Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
Mr. Justice Lewison
Introduction
Mark Taylor is a talented music producer and song writer. He has produced songs for world famous artistes, including Cher, Enrique Iglesias, Rod Stewart, Lionel Richie, Tina Turner and a host of other household names, known even to judges. In 1995 he entered into two agreements with Rive Droite Music Ltd ("RDM"). The first, which was oral, was a producer's agreement. The second, which was written, was a publishing agreement. The publishing agreement was renewed twice, latterly in 1998. At the end of November 2000 Mr Taylor stopped working for RDM. Since then he has worked for Brian Rawling Productions Ltd ("BRP"). That is a company principally owned by Mr Brian Rawling, but in which Mr Taylor also has a shareholding.
The main focus of the dispute between the parties is whether Mr Taylor was entitled to stop working for RDM in the circumstances in which he did.
One of the striking features of the case is the sharp differences in the evidence of the principal participants. The differences are such that it is difficult to ascribe them simply to differences in recollection. M. Dreux-Leblanc (RDM's principal witness) gave his evidence in English, although his mother tongue is French. His English was by no means perfect, and I hope I have made full allowance for that in evaluating his evidence. M. Colas (another of RDM's witnesses) gave his evidence in French through an interpreter; but the interpretation during the morning session left much to be desired. Again, I hope that I have made full allowance for this when evaluating his evidence. Choosing between the witnesses is a very difficult task. That being so, I think that the best way of approaching the case is to tell the outline of the story, largely from the contemporaneous documents and the uncontroversial oral evidence; before coming to the contentious parts. I have dealt with some issues out of chronological order because, at the risk of some repetition, it makes for more intelligible reading. Despite my structuring of this judgment under different heads in relation to the contentious factual issues, I should emphasise that the conclusions I have reached about the reliability of witnesses result from a consideration of their evidence in the round. A finding on one point later in the chronology has often helped me in choosing between the witnesses on another point earlier in time.
Mr Ian Mill QC and Ms Jane Mulcahy appeared on behalf of Mr Taylor; and Mr Andrew Sutcliffe QC and Mr Peter Ratcliffe appeared on behalf of RDM. The case was argued on both sides with exceptional skill. Both legal teams produced comprehensive and compelling analyses of the evidence. The problem for me is that they result in irreconcilable conclusions on almost every question of fact.
The main issues
There are many issues between the parties. I was helpfully provided with an agreed list of all of them. The main ones are as follows:
i) Whether the latest publishing agreement was for a term of 2 years or 3, either on its true construction, or following rectification;
ii) Whether, under the terms of the producer agreement, Mr Taylor was contractually obliged to work exclusively for RDM;
iii) What, if any, terms are to be implied into the producer agreement;
iv) Whether Mr Taylor diverted projects, which should have come to RDM, to BRP;
v) Whether Mr Taylor has infringed RDM's copyright in two songs originally written by Mr Paul Barry and Mr Enrique Iglesias; and ultimately released to the public on an album by Mr Iglesias, entitled "Escape";
vi) Whether RDM was in breach of the publishing contract in failing to exploit a song, partly written by Mr Taylor, called "Follow Your Heart";
vii) Whether RDM has accounted to Mr Taylor on the correct basis, especially its application of the so-called "cover clause" in the publishing agreement; and its deductions in applying the producer agreement.
I have not taken the issues in the order in which they appear in the agreed list; but I have summarised my conclusions on each issue at the end of this judgment in the order in which they appear on that list. I am asked to decide questions of liability only.
Un peu d'histoire
Mr Taylor has worked in the music industry since he left school. He began as a sound engineer, and then progressed to being a producer of records. He is also a writer, although his writing is in collaboration with others.
XIII Bis is a group of French companies set up by M. Laurent Dreux-Leblanc. The group has subsidiaries in many parts of the world. Its core business is the publishing, production, recording and distribution of music. Its head office is in Paris, where M. Dreux-Leblanc lives; and its central administration is conducted from there. In 1992 M. Dreux-Leblanc decided that it would be a good idea to establish a presence in England. RDM was established for that purpose. Mr Brian Rawling was recruited to head up RDM in England; but he reported to M. Dreux-Leblanc in Paris. The business model for RDM was based on the "Motown" model developed by Berry Gordy. In essence the idea was that RDM would establish a stable of song writers. Songs written for RDM would then be offered (or "pitched") to other record labels and artistes. If they liked the songs, then RDM would produce the tracks; in return for both a production fee and production and writers' royalties. There was a dispute about whether it was M. Dreux-Leblanc or Mr Rawling who had the idea for the "Motown" model. I do not think that it matters; whoever had the idea in the first place they both knew very well what it was. RDM's first signings as writers were Paul Barry and Steve Torch (both on 1 June 1994 for a three year term). At the time both Mr Barry and Mr Torch were also performers in a band called "God's Gift", managed by Mr Rawling. XIII Bis had a studio in Paris, and employed a producer/writer there called Patrick Abrial. RDM had no independent production capacity in England. If called upon to produce tracks, it outsourced the work to independent freelance producers. One of these was Gary Miller.
In early 1995 Mr Rawling came across Mr Taylor. Mr Taylor was very short of work at the time. But Mr Rawling was impressed; and decided to try to persuade M. Dreux-Leblanc to take him on. On 2 March 1995 he sent a fax to M. Dreux-Leblanc in which he said:
"MARK TAYLOR is the writer/producer I am very interested in and I believe he can become a very important piece of RIVE DROITE."
He referred to Mr Taylor's success as a producer, and named three international hit songs that he had produced. He continued:
"This guy is 23 years old and I really believe that if he is as good as I think we should sign him as a writer and use him as our in house producer in the way we have tried with Gary MILLER."
(Mr Taylor was in fact 25). At about this time M. Dreux-Leblanc was considering acquiring more substantial premises in England for RDM, which would include facilities for a recording studio. The property in question was Home Park House in Hampton Wick. By 29 March 1995, M. Dreux-Leblanc had viewed the property and had commissioned a valuation of it from Baker Lorenz. Eventually the property (also referred to as "Dreamhouse" or "Dreamhouse Studios") was acquired through the medium of a property company which M. Dreux-Leblanc owned.
On 18 April 1995 Mr Rawling sent a fax to M. Dreux-Leblanc in which he said:
"MARK TAYLOR is a writer/producer who really has interested me as we really have to find new talent especially as we will have to have an "in house producer" for the new studio wherever it will be. Mark is obviously talented having had 9 top 48 hit singles already and at 22 years old that's a good start. ISLAND music are in the chase for [Mark's] signature but I feel he will come to RDM and next time you are in the UK I would like to introduce you to him."
(Island Music were part of the Polygram group; a major record label). On 31 May 1995 Mr Rawling sent a fax to M. Dreux-Lambert in which he said:
"My idea is to have enough records to make and releases which in turn will pay for our new place and studio. It won't be easy initially but I feel with some help from you like you have done in the past bringing in some recording projects we will be OK.
I have also been "renting" Gary Millers studio for the past couple of weeks as to get a feel for the equipment and also to check Mark Taylor out and you will be happy to know he is everything I have been looking for in a collaborator."
Contracts for the purchase of Home Park House were exchanged on 27 June 1995.
Some time in July 1995 RDM supplied Mr Taylor with a draft publishing agreement. Mr Taylor sent it to the Musicians' Union for advice. He said that they returned it "covered in ink"; but the version that they returned to him has not survived. By now Mr Taylor was producing his first song for RDM; and was also collaborating with some of RDM's writers. Mr Taylor discussed the draft publishing contract with Mr Rawling, who recommended him to go to a lawyer called...
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Northern Ireland Housing Executive v Combined Facilities Management
...tenancy in common. [20] The rule has also been considered in the context of commercial agreements. In Mark Taylor v Rive Droite Music [2004] EWHC 1605 (Ch) Lewison J dealt with a dispute between a music producer and a production company. Inconsistent clauses provided for a 2 year agreement ......