Could Fleetwood Mac Be Liable for Lindsey Buckingham Going His Own Way?
Blog Post | 107 KY. L. J. ONLINE | October 21, 2018
Could Fleetwood Mac Be Liable for Lindsey Buckingham Going His Own Way?
Rowan L. Reid[1]
Lindsey Buckingham’s sordid relationship with other members of Fleetwood Mac has been a source of news since the late 1980s.[2] After being “involuntary expelled” from the band earlier this year, he hasfiled suit against his old band mates for breach of oral contract and breach of fiduciary duty.[3] Healleges that his forced departure has cost him twelve million dollars in tour proceeds.[4] The band is currently on the tour described in the lawsuit and has stops in over 50 cities in the United States.[5]
While court documents relevant to the lawsuit have not been released in full, Buckingham claims he asked Fleetwood Mac to change the tour dates so that he could release his own album.[6] Following the band’s refusal, Buckingham allegedly delayed the release of his album and any potential solo tour.[7]Buckingham claims his firing from the upcoming tour and contracting with other musicians to take his place amounted to a breach of an oral contract and a breach of fiduciary duty.[8]
In order for Buckingham’s breach of oral contract claim to be sustained, he must first show that the statute of frauds does not apply to the agreement at hand.[9] The statute of frauds exists to prevent dishonest conduct by encouraging parties to create written documents memorializing their agreements.[10] Whether Buckingham will be able to recover under this oral agreement will dependon whether or not the contract could have been performed within a year, as contracts that can be fully performed within a year are not required to be memorialized by a signed writing.[11] Because Fleetwood Mac’s North American Tour began on October 3 and will end on April 5,[12] it is likely that this oral contract will not be barred by the statute of frauds.[13] Therefore, if Buckingham is able to show a valid oral agreement existed regarding his role in the upcoming tour, it is likely Fleetwood Mac may be liable for a breach of that agreement.
Buckingham also claims Fleetwood Mac breached their fiduciary duty to him as a partner.[14] While this evaluation will be jurisdiction specific, the Revised Uniform Partnership Act [hereinafter RUPA] defines “partnership” as “an association of two or more persons to carry on as co-owners of a business for profit.”[15] Generally, property acquired by the partnership, which can include any business opportunities to compete, must be shared with all individuals in the partnership.[16] RUPA further states that in the case of a partner, in this case Lindsey Buckingham, who “engaged in wrongful conduct that adversely and materially affected the partnership business” the partnership may be able to force him to leave the partnership.[17] However, Fleetwood Mac will still have to pay Lindsey Buckingham the value of his interest in the partnership.[18] It is likely that Fleetwood Mac may be liable for a breach of fiduciary duty by not sharing the partnership opportunity of going on tour, and earning the revenue that comes along with that. If they can prove Buckingham adversely affected the partnership they may no longer be liable for a breach of fiduciary duty, but it will still have to pay him his fair share.
It seems that Buckingham has some strong arguments in his arsenal, but Fleetwood Mac says the other bandmates are looking “forward to their day in court.”[19]
[1] Staff Editor, Kentucky Law Journal, Volume 107; J.D. Candidate, The University of Kentucky College of Law (2020); B.S., University of Kentucky (2017).
[2] Chloe Melas, Lindsey Buckingham Suing Fleetwood Mac, CNN (Oct. 12, 2018), https://www.cnn.com/2018/10/12/entertainment/lindsey-buckingham-fleetwood-mac-lawsuit/index.html.
[3] Id.
[4] Andrew Blankstein & Dennis Romero, Lindsey Buckingham Sues Fleetwood Mac After Band Booted Him, NBC News (Oct 12. 2018), https://www.nbcnews.com/news/us-news/lindsey-buckingham-sues-fleetwood-mac-after-band-booted-him-n919341.
[5] Id.
[6] Joe Coscarelli, Lindsey Buckingham, Cut From Fleetwood Mac, Sues Bandmates, N.Y. Times(Oct. 11, 2018), https://www.nytimes.com/2018/10/11/arts/music/fleetwood-mac-lindsey-buckingham-lawsuit.html.
[7] Id.
[8] Id.
[9] Hughes v. Oberholtzer, 123 N.E.2d 393, 396 (Oh. 1954); see also Nicole S. Zellweger, In This Issue, Enforceability of Oral Franchise Agreements, 28 Franchise L.J. 136, 137–38 (2009).
[10] Zellweger, supra note 9, at 137; Eric A. Posner, Norms, Formalities, and the Statute of Frauds: A Comment, 144 U. Pa. L. Rev. 1972, 1977 (1996).
[11] Zellweger, supra note 9, at 137; see Zaitsev v. Salomon Bros., 60 F.3d 1001, 1003 (2d Cir. 1995).
[12] Variety Staff, Fleetwood Mac Announces Tour Dates, Variety (Apr. 25, 2018), https://variety.com/2018/music/news/fleetwood-mac-announce-tour-dates-1202786267/.
[13] Zaitsev, 60 F.3d at 1003.
[14] Coscarelli, supra note 6.
[15] Unif. Partnership Act § 102(11) (Nat’l Conference of Comm’rs on Unif. State Laws 2013).
[16] See Meinhard v. Salmon, 164 N.E. 545, 548 (N.Y. 1928); Unif. Partnership Act § 203. This idea has also been analogously implemented in the "corporate opportunity doctrine", which regulates a fiduciary's individual pursuit of new business prospects without first offering them to the corporation. See generally, Eric Talley, Turning Servile Opportunities to Gold: A Strategic Analysis of the Corporate Opportunities Doctrine, 108 Yale L.J. 279, 279–89, 300 n.76 (1998).
[17] Supra note 15, at § 601.
[18] Id.
[19] Associated Press, Fleetwood Mac will fight lawsuit filed by Lindsey Buckingham after he was kicked off tour, USA Today (Oct. 12, 2018), https://www.usatoday.com/story/life/music/2018/10/12/lindsey-buckingham-sues-fleetwood-mac-for-kicking-him-out/38133495/.
*Featured image by Sarah McKagen licensed under CC BY-SA 2.0