He Thought It Was an Administration Deal. It Took Him Fifteen Years to Learn He Was Wrong.

I’ve been an entertainment lawyer for 27 years, and I’ve seen a lot . A lot. I’ve Seen This Before is my Friday series that gives you a peek at some of the lessons my clients have learned the hard way. Some of the details may have been changed to protect client confidentiality.

Not too long ago, I got an email from a client that I’ve represented for a number of years. To protect his privacy, I won’t give a lot of details about who he is, but I will say that he is a music industry veteran who has been in the business for over 20 years. He has become highly successful in his genre. I’ll call him Curt.

Curt was hardly new to the business.

He wasn't inexperienced.

He had written songs, worked with publishers, and built a very respectable career in the industry.

He wrote me for a seemingly simple reason. “I’ve been with this publisher for a while, and I think I want to look for a new deal. Would you look over my admin contract and see what it will take to terminate it?”

No problem. I clicked on the contract and started reading.

A few pages in, I picked up the phone. " Curt, are you sure this is your administration agreement?"

"Yeah," he answered. "I signed it years ago. I went in a different direction with that catalog, so I’ve just been letting it roll over. But I’ve done some licensing with those songs recently, so I think it’s time to shop for a better deal."

I looked back down at the screen. This was no admin deal. It was a co-publishing agreement. It appeared that fifteen years earlier, he had assigned half of his publishing in that catalog to the company.

Half.

"That's Not Right."

I told him what I saw. At first, he thought I had misunderstood the agreement. I read the provision out loud to him.

Then he got angry.

Really angry.

“That’s not right. They told me it was just an admin deal. They weren’t supposed to take my publishing.”

I understand that reaction, and it’s not the only time I’ve had this conversation with a musician. When someone realizes they've given away rights they didn't know they were giving away, frustration is a perfectly normal response.

But I took him at his word and reached out to the publisher’s lawyer. After a few days, they sent over the email exchange he’d had with the publisher before he signed the deal.

Yikes.

There it was in black and white. Multiple emails. Clear explanations. Not only was this a co-publishing deal, but they had plainly told him that’s what it was. There was no misrepresentation. No hidden language. No bait and switch.

The publisher had told him exactly what the deal was. Curt had just been moving too fast to pay attention.

The Dangerous Assumption

Again, I’ve had this conversation with musicians many times. The reason this one stands out is because Curt knows the business. He might have had less experience when he signed the deal, but he’s had that contract for 15 years. He is a professional. He knows the difference between an admin deal and a co-pub deal. He knows the importance of protecting your publishing.

But experience does not protect you from assumptions.

This was an industry veteran. And even he made the same mistake I see artists make all the time. He wanted an administration deal. He discussed administrative duties with the publisher, and he intended to sign an administration agreement.

He never stopped to ask:

"What rights am I actually giving up?"

Administration and Ownership Are Different Things

A true administration agreement generally involves hiring someone to help:

• Register songs

• Collect royalties

• Administer copyrights

• Process licensing opportunities

The publisher takes over the business for a fee. The songwriter keeps ownership rights and at the end of the deal, the songwriter can take their rights and go.

A co-publishing agreement is different. The publisher acquires an ownership interest in the songs, and that transfer is almost always permanent. The percentages are larger. The rights are greater.

The two agreements can look similar. They can contain similar services. They can even be discussed in similar ways.

But they are not the same thing.

Not even close.

The Title Doesn't Matter

Usually they are titled as “administration” deals or “co-publishing” deals. But not always. Sometimes contracts don’t have titles. Either way, one of the biggest mistakes artists and songwriters make is relying on labels.

"We were talking about administration."

"They said they would administer my catalog."

That doesn’t answer the important questions. The important questions are: “What does the agreement actually say?” What rights are being transferred? What rights are coming back when the agreement ends?

Those are the questions that matter.

The Most Expensive Words in Music

I've heard some version of this countless times: "I didn’t think that’s what we were doing." Sometimes it's a management agreement. Sometimes it's a producer agreement. Sometimes it's a record deal. And sometimes it's a publishing agreement.

The words change. The lesson doesn't.

Assumptions are expensive.

Before You Sign Any Publishing Agreement

Ask yourself:

1. Am I giving someone authority to do things for me, or am I giving someone ownership?

Those are different things.

2. Do all of my rights return to me when the agreement ends?

Some rights may not.

3. What does the agreement say about the rights that are granted?

Read the actual language. Not the summary. Not the emails.

The agreement.

The Real Lesson

My client wasn’t unintelligent. He wasn't inexperienced.

He was human.

He made an assumption.

And that assumption resulted in him losing half ownership in his songs without him being aware. He had lost half the revenue from his songs for fifteen years, and he hadn’t even known. By the time he became aware, the deal had long since been done.

In the music business, the most expensive mistake often isn't signing a bad agreement. It's signing an agreement you didn’t take the time to understand in the first place.

So Here’s the Lesson: Don't rely on what you think a contract says. Don't rely on what someone calls the deal. Don't even rely on your memory of the conversation.

Read the rights being granted.

Because fifteen years from now, the document will still say exactly what it said on the day you signed it.

Before you sign any deal, download the free Artist Contract Survival Checklist and learn the questions every artist should ask before committing to any kind of music deal.