Strategic Termination: Lessons from Music Contracts And The Creative Industry
In the vibrant, yet often unpredictable world of the creative industry, few things are more critical than the agreements that govern artistic expression, intellectual property, and commercial reward. Recently, I had cause to advise on the termination of a music publishing agreement entered into by a reputable African artiste with a foreign-based music company. While the promise of international exposure seemed compelling at the outset, the agreement itself revealed troubling imbalances that no creative professional should have to endure.
Buried Clauses and Unequal Terms
One of the most concerning aspects of the contract was its open-ended duration clause, which lacked clear benchmarks for renewal, performance, or periodic review. This effectively placed the artiste in a long-term commitment with no defined pathway for exit, unless he could satisfy overly stringent and subjective conditions.
There was also a complete assignment of publishing rights to the foreign company without reciprocal obligations to promote, monetise, or transparently account for earnings. The artiste was, in effect, expected to hand over creative control and royalty entitlements without any enforceable standard of accountability from the publisher.
To further compound the injustice, the royalty sharing provisions were opaque, offering no payment schedule, audit rights, or reporting obligations. This left the artiste with no practical way to verify if revenues from streams, sync licensing, or publishing income were being collected or shared fairly.
Such clauses are not merely unfavourable, they are exploitative. They strip the artiste of leverage, hinder growth, and expose them to long-term commercial harm.
This is not theoretical. In the 2023 case of Brownhill Investments Company Ltd v. Davido, with suit number EHC/183/2023, a concert organiser filed a N2.3 billion lawsuit against the popular artiste for allegedly breaching a performance agreement. While the matter involved a different segment of the entertainment industry, it demonstrates that when contracts are not balanced or fulfilled, the fallout can be severe both financially and reputationally. Similarly, in Essien v. Duncan Mighty (2009) 9 NWLR Pt. 1146, 311, a N10 million claim arose from an alleged failure to perform despite payment. These cases validate the argument that performance expectations and remedies for breach must be unambiguous.
Strategic Termination as a Remedy
In response, we invoked termination provisions embedded within the agreement, specifically those addressing notice and grounds for exit based on lack of performance. Termination letters were issued from both the artiste and his authorised representatives, clearly outlining the breaches and the legal basis for the termination, whilst ensuring zero legal liabilities on the part of the artist. It was a “safe exit” deployed for the artist. However it demanded critical thinking and experience to achieve this result as the termination clause of the Publishing Contract was not only vague but entirely ambiguous. Badly drafted to make it impossible for the artist to exit the contract.
Predictably, the publisher’s response was dismissive, reflecting a belief that the imbalance in bargaining power would shield them from accountability. However, the presence of lawful exit mechanisms, carefully identified and enforced, made it possible to begin disengagement from a contract that no longer served its purpose.
The lesson aligns with judicial precedent. In Adewole Ojo v. Airtel Nigeria with suit number FHC/L/CS/130/2015, the Federal High Court awarded N20 million to a Nollywood actor whose images were used in commercial promotions without authorisation.
Though not a publishing agreement, the ruling reinforces the principle that creatives must maintain control over their work and that any misuse or exploitation, contractual or otherwise, can attract significant legal liability.
Why Legal Counsel Is Not Optional
This experience underscores a critical truth: no artiste should enter a contract without competent legal guidance. Here are four key reasons why an artist must engage a competent legal practitioner for guidance:
- Contracts must reflect mutual benefit. Agreements must offer measurable value to both parties. When one side retains all rights while assuming no obligation, the result is legal and economic injustice. As seen in the Davido and Duncan Mighty disputes, one-sided deals often lead to litigation.
- Creative ownership is non-negotiable. Without clarity on who owns and controls the music, artistes risk losing the very thing that defines their brand and legacy. The Adewole Ojo case (supra) illustrates the weight of intellectual property rights in the Nigerian courts.
- Transparency is a legal right and not a favour. Royalty clauses must be specific. Artistes are entitled to periodic reports, audit rights, and fair accounting of earnings. Music publishers, administrators and other players in the industry must understand that their contract with an artist must be entered uberrima fides (utmost good faith), devoid of any attempt to outsmart, outwit or outperform the other party. Such mindset often leads to conflict between the parties.
- Exit plans are a safety netwell. Drafted contracts must include termination clauses with defined timelines and triggers. This ensures that artistes can reclaim their autonomy if the relationship becomes harmful or unproductive.
The Lawyer’s Role in a Creative Economy
Lawyers in the creative sector are more than just contract drafters. We are architects of fairness, guardians of creative freedom, and protectors of long-term value. Our task is to ensure that no artiste sacrifices their future on the altar of opportunity, especially when that opportunity is built on legal quicksand.
The situations referenced here, though anonymised in certain instances, reflect a disturbing pattern across the continent: talented creatives being signed into silence through contracts they neither negotiated nor understood. We must do better, by educating, empowering, and representing artistes with the professionalism and foresight they deserve. On a flip side, artist must read what they sign off on. If you lack the understanding of it, get your lawyer to read and interpret the legal jagons contained in the contract to you. Ensure you perfectly understand the contract before proceeding to sign off on it. Nothing should be done in haste. And please do not commonise your craft. Statements like “oh, the guy na my man, I just say make I run am for ram base on trust or guyman when him be” often shows a lack of entrepreneurer mind set. For upcoming artist, you cannot build your brand or wealth without building your brand around your legal team. Be advised!
In a global economy where content is king, knowledge of your rights is the true crown. Let us continue to champion legal literacy in the creative space and foster a culture where no voice is legally muted.
Prepared by:
Brown Osarenkhoe, MCIArb (UK);
About the Author:
Brown Iyobosa Osarenkhoe is a Nigerian lawyer and Managing Partner at BOK Legal. He specialises in dispute resolution, entertainment and intellectual property law, and commercial legal advisory. He is a Member of the Chartered Institute of Arbitrators (UK) and a trusted advisor to clients operating at the intersection of creativity and commerce.