The Michael Jackson Estate v HBO - The Contract That Could Cost HBO Millions

hi everyone welcome back to my channel i recently released a video on the michael jackson estate versus hbo lawsuit where michael jackson's estate is suing hbo for a hundred million dollars over leaving neverland that video was a very surface video as i stated in the pinned comment that i put so i didn't know whether there would be enough interest in the topic so i didn't do a lot of digging because i didn't want to invest so much time and effort into a video that may not even end up being watched since releasing it though it has garnered some interest and i have had people reach out to me and linking documents and the contract itself and the appeal brief in order for me to analyze it and make a video on it so this is what today's video is going to be about we're going to be looking at the arguments put forward by both hbo and michael jackson's estate in relation to whether leaving neverland violated a non-disparagement clause and confidential provisions in a contract between the two parties which was entered into back in 1992 pertaining to michael jackson's dangerous tour so the agenda for today's video is as follows first we will look into the material facts of the case before moving on to the issues and an assessment of the arguments that have been put forward by both parties now this case has already been determined in the sense that the court of appeal has already sided with the michael jackson estate and has ordered a private arbitration i've explained in the last video on this topic what arbitration is but essentially it's a form of alternative dispute resolution so resolving disputes outside of court and mind you there's another important point i forgot to mention in the last video that was pointed out to me the michael jackson estate want a public arbitration they don't want it to be private hbo are actually the ones who want it to be private so one of the parties being the michael jackson estate from what i can see is not trying to hide anything they want the public to have access to these things now the consequence of a private arbitration is privacy so we as members of the public will not be able to have access to any of the documents or the evidence or the transcripts arising out of that arbitration the only thing we may have access to is once the arbitrator renders their decision and then that decision is filed in court publicly only then can we know what the decision is so you might be asking well if we already know that the arbitration has been ordered why are we talking about it in this case firstly because as i said when i opened up the video people asked me to dissect the arguments and to analyze them closely but secondly because a majority of these arguments that have been put forward by both parties will also be relied upon in the arbitration phase so just because arbitration has been ordered that doesn't mean that the michael jackson estate has won the lawsuit they're suing hbo for 100 million dollars but it is the arbitrator who's going to decide whether that lawsuit can go forward in july of 1992 michael jackson and hbo entered into an agreement the subject matter was michael jackson's dangerous tour so hbo wanted exclusive rights to air michael's concert live in the states because he wasn't going to be touring in the states for that tour michael granted them exclusive right to air of course subject to certain conditions and these conditions are the main issue that has led to this lawsuit as part of the agreement hbo agreed to broad confidentiality provisions that were clearly stated in the contract to apply during or after hbo's relationship with michael jackson so here the wording is extremely important in fact interpretation of wording is probably one of the most important aspects when it comes to arguing contract law as you can see here the confidentiality provisions open up with this clause hbo shall not in any manner nor at any time either during or after hbo's contact or hbo's relationship with licensor and or performer use or disclose directly or indirectly or even in the course of casual discussions any of the following described information which is the confidential information now i have linked both the contract and the appeal brief in the description box for those of you who may want to read more detail in your own time now the non-disparagement clause that we discussed in the last video is also housed within exhibit one of the contract it reads hbo shall not make any disparaging remarks concerning performer or any of his representatives agents or business practices or do any act that may harm or disparage or cause to lower an esteem the reputation or public image of performer or any person firm or corporation related to or doing business with performer if you remember from my last video i said that i couldn't really assess whether this clause still applied after the conclusion of the contract because i couldn't read the wording for myself because part of my job as a lawyer is to interpret the words now that i can see it clear as day it clearly does not have any time limitation stipulated whatsoever now i'm going to be delving into the arguments made for and against so just bear with me because when i delve into their arguments i'll also give you my personal opinions on this as well but i will say that this clause and all the confidentiality provisions in fact clearly do not have a specific time period during which they apply meaning there is no expiration date and that's very important when it comes to interpreting contracts because you can stipulate conditions that will survive the subject matter of the contract being the tour in this case so just because the tour ended in the law that doesn't mean that all of the obligations and all of the conditions in the contract automatically end as well if the contract stipulated that all of these obligations will end upon the termination of the contract only then can the obligations end if however very broad terminology is used as is the case with this contract then there is definitely room for arguing that these obligations still exist and must continue to be fulfilled the contract also contains provisions that state that hbo cannot create or release any content in relation to michael jackson or any of his associates or corporations without first obtaining written permission to do so and as the attorneys for the michael jackson estate argue red as a whole these confidentiality provisions effectively mandate that if hbo ever wanted to make a program about michael jackson in the future and this includes programs using any information in any way related to jackson from any source hbo would likely need to work with him or his entities this particular clause has also been a point of contention between the parties and we will discuss why once we analyze the arguments so then in 2019 as we all know hbo released leaving neverland and soon after that the michael jackson estate sued hbo over the documentary for a hundred million dollars and the reason is the alleged violation of the non-disparagement clause that we just looked at so the main issues can be condensed into the following first of all did hbo's obligations end when the 1992 contract concluded in 1993 so in other words was leaving neverland in contravention of the confidentiality clauses and the non-disparagement clause and then secondly does the arbitration clause still stand now we know that it does because the court of appeal has ruled that it does indeed still stand so as i said earlier the focus of this video will be on the first issue alright so if you're new to my channel i do want to say that i tend to summarize everything it's just my style and i also find that it's a lot easier to digest for the audience if i give you a summarized version so hbo's main argument is that the contract ended after the subject matter of the contract ended being the dangerous tour so once both parties fulfill their obligations pertaining to the dangerous tour then the obligations couldn't be held to be enforceable after the conclusion of the contract they also argue that the confidentiality clauses and the non-disparagement clause all relate to the tour not to anything else and of course leaving neverland is in theory entirely separate to the 1992 dangerous tour however the michael jackson estate put forward very good arguments that link the two together so they make it quite difficult if not impossible for hbo to argue that leaving neverland and the tour are entirely separate subject matters they're actually quite related especially when it comes to the allegations that have been made in leaving neverland now as we discussed when we looked into the provisions the michael jackson estate argued that the clauses and the wording of the contract is too broad to assign any specific time limit to them and i agree there is no wording whatsoever that even implies that these provisions cease to be enforceable once the tour ends or once the contract is concluded in fact it's quite the contrary if anything has been made crystal clear in the wording of that contract it's that the obligations pertaining to confidentiality will exist even after the conclusion of the relationship between hbo and michael jackson that is clearly an indefinite period of time in my opinion i'm not an arbitrator usually arbitrators are retired judges and people really qualified in the area so i am not an arbitrator and i have never been in such a position but purely from a legal standpoint the stronger argument here is definitely the one that has been put forth by the michael jackson estate now hbo argued that the confidentiality provisions are limited to the subject matter of the contract so the 1992 dangerous tour however the michael jackson estate pointed out again in direct reference to the contract that the confidentiality provisions are not limited to information obtained by hbo in connection with its airing of the concert the described information or confidential information is defined in the contract to include any information of any kind or nature in any way related to performer from any source or for any other reasons including without limitation as acquired in the course of hbo's contact with licensor and performer so in other words the airing of the concert is but one of many examples of confidential information pertaining to michael jackson any source and in any way related to performer once again it is indisputable that these words this terminology goes above and beyond the 1992 dangerous tour there's no room for misinterpretation in this case the lawyers that michael jackson retained back in 1992 did an excellent job of conveying the intention very clearly in this contract some contracts are written horribly they're so ambiguous that they leave room for interpretation and argument this contract in my opinion is not one of them and in the same vein by the way and the michael jackson estate make this argument actually hbo a huge corporation also had a team of legal experts of attorneys that were really good at their job presumably and wouldn't have gotten into this agreement without being sure that it was in hbo's interest because at the time michael was the top performing artist in the world there was no dispute so this exclusive right that they got as a result of this contract was deemed to be worth all of these concessions and conditions that were going to be imposed on hbo so hbo can't in good conscience make the argument of we were duped we were tricked into this contract you know michael jackson had the upper hand this wasn't just some small business owner or some individual who didn't have a monster legal team behind them to ensure that they got into contracts that benefited them so we mentioned a provision that stated that if hbo wanted to use anything in relation to michael jackson they must have first been given written approval from either michael or of course he's not here with us anymore his estate his family his corporations etc anyone basically authorized to act on michael's behalf this never happened as stated by the michael jackson estate michael jackson's own family had no idea about leaving neverland until it was actually released i believe in sundance festival this of course is another contravention of the contract because this clause also did not have a time limit in fact all of the clauses that are being relied upon by the michael jackson estate are broad in nature so instead of repeating myself all the time let's just put it out there they have all been written in a way to ensure that these obligations will continue to be enforceable after the conclusion of the contract now another argument that hbo has put forward which i mentioned before is that the subject matter of leaving neverland is not in any way related to the 1992 dangerous tour except it is the estate points out that the film contains allegations that have been made against michael jackson that were said to have occurred on the dangerous tour therefore the allegations in leaving neverland do indeed arise out of the subject matter of the 1992 contract there's that link that i talked about therefore hbo's argument that leaving neverland has nothing to do with the subject matter of the contract fails at least in my opinion again an arbitrator might find otherwise another argument that hbo will most likely put forth in arbitration and that they have relied upon in the appeals process as well is that two covenants in the agreement so the payment and hold back clauses were fulfilled so they're saying that because these two clauses have been fulfilled then both parties have been released from their obligations in 1993. this is again a repetition of the same argument of the contract ended in 1993 therefore everyone has been released of all of their obligations but then michael jackson's estate shoots down this argument quite thoroughly they provide an example of a situation where just because a couple of covenants were fulfilled that does not automatically mean that any breaches in the future can't be legally pursued by the other party and the great example that they gave is the clause in the contract that the concert can only be aired once if hbo was to air the concert again it would be a breach of that provision and an action for damages would be subject to arbitration so the fact that two other covenants in the agreement were fully performed would not preclude the claim it makes no sense to say that the breach can't be legally pursued because it's in the future the contract clearly took the future into consideration by stating that it can only be played once now it would be a different story if it clearly stipulated a time frame so this can only be played once during the tour so as soon as the tour ends hbo is free to re-air the concert as many times as it wants that's not the case in this example the example here is again broad terminology with no finite time period this can only be played once meaning even if it's 20 years down the line and it's played again that is in contravention of the contract and when a contract is breached legal action can be taken in this case they want arbitration the last thing i want to talk about in this case is the anti-slap law issue now anti-slap laws are basically laws that protect freedom of expression and freedom of speech basically the first amendment they exist to ensure that people or corporations don't start suing each other in order to stifle their freedom of expression so if you want to say something or express yourself you should be able to say it without fear of being sued of course this exists within reason you can't say anything you want that's why defamation laws exist but that's an entirely different can of worms deformation as i put in my last video doesn't really apply to the deceased so a deceased person cannot be defamed but this isn't a defamation case they're focusing on the non-disparagement clause and disparagement is not necessarily defamation so hbo filed an anti-slap motion arguing that compelling arbitration would violate their first amendment right so hbo is arguing that releasing leaving neverland falls under the first amendment and should be protected in my opinion this argument was very far-reaching and it did in fact fail the michael jackson estate are not after an injunction for example now an injunction is an order made by a court that compels a party to do or stop doing something it can be either temporary in nature known as interlocutory injunctions or final injunctions which are permanent in nature asking for an injunction would be basically asking the court to order hbo to take down leaving neverland that's not what the michael jackson estate is seeking here they are merely seeking arbitration they just want a forum where they can resolve their dispute outside of court now of course there are many arguments that can shoot down this anti-slap motion as i said if you defame someone then you can't claim freedom of expression if it turns out that the statements are false or as in this case if there is a non-disparagement clause that was broad and activated an arbitration clause an anti-slap motion can't be used to override those contractual provisions california's anti-slap statute does not apply in federal court to an attempt to enforce a federal statutory right and here the right is under the federal arbitration act to enforce arbitration agreements relating to interstate commerce and relatedly that a state statute could not stand as an obstacle to the enforcement of a federal statute so the anti-slap laws being relied upon by hbo arise out of a state legislation not a federal one so they're arguing that state law cannot be used as an obstacle to enforcing federal law the district court agreed and the anti-slap motion was dismissed and then when the case was appealed which led to this decision of granting an arbitration hbo pretty much relinquished any of its arguments pertaining to anti-slap law so they've dropped their anti-slap law claims at least at this appeal stage they might bring them up again during arbitration all right that's it for this video i know it's a lot of information and i do hope that i've distilled it and simplified it in order to make it more easily digestible and understandable i think that the michael jackson estate makes incredibly strong arguments and of course we can see that from the fact that the court of appeal agreed with them and ordered the parties to private arbitration as i said these arguments that we discussed in this video were discussed because they are the arguments that will be relied upon in arbitration so what the michael jackson estate must demonstrate to the arbitrator is that the provisions were wide enough to cover the future and to cover the content contained within leaving neverland so they've already succeeded on one account being that the arbitration clause still stands despite the passage of time that means that they have a very good chance of arguing that the other clauses the other provisions also still stand despite the passage of time because of the wide and broad nature of the terminology used and more importantly because of the express and clear lack of a finite period during which these obligations can be enforced hbo's arguments are repetitive and they are quite weak the gist of their argument is that the contract ended they're not disputing that the contract existed of course they're not disputing that they were once bound by it all in all the contract was clearly written up very well on michael jackson's behalf and it really anticipated these things in the future very cleverly so it will be very interesting to see how this case turns out now i don't have a stake in this of course but i have already mentioned that i believe in michael's innocence and i do not agree with this constant harassment and disparagement of his name long after his passing i do believe there are financial motivations driving the two men who are making these allegations against michael because as i said in my last video they actually supported him during his criminal trial as far as i'm concerned and as far as most of us are concerned he was acquitted by a jury on all accounts and it was a criminal trial so this man has been through enough in life i would think that people would at least let him rest in death but money is just such an ugly motivator in a lot of cases unfortunately ironically michael jackson actually has a song about how people would do anything for money as always don't forget to let me know what you think in the comments below what do you think of the prospects of this case do you think that the michael jackson estate will successfully argue its way through arbitration or do you see obstacles that may enforce hbo's side i also want to point out that i have finally set up a patreon it's been suggested to me multiple times and honestly i just wanted to grow my subscriber base before even venturing there but especially as of recently i have been investing so much time and effort and money into my content and youtube just refuses to monetize most of the content that i talk about because of the nature of the cases that i talk about so if you are interested in supporting my channel and my content the link is in the description box down below and you'll find all of the information you need in there if you liked the video don't forget to hit that thumbs up button and if you didn't like it thumbs down also if you haven't subscribed already please don't hesitate to hit that button thank you so much for watching stay safe and i'll catch you in a future video bye you

Channel: Lost Beyond Pluto

Views: 6,837

Rating: 4.9631095 out of 5

Keywords: michael jackson, michael jackson estate, michael jackson lawsuit, michael jackson estate lawsuit, michael jackson hbo, michael jackson leaving neverland, michael jackson documentary, michael jackson update, leaving neverland, hbo, leaving neverland documentary, michael jackson case, lost beyond pluto

Id: I9W1aZuuY8s

Length: 25min 10sec (1510 seconds)

Published: Fri Jan 22 2021