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Although most people don’t think of rock bands and R&B groups as corporations, the truth is that many are established by charter and members are equivalent to shareholders. There’s also good reason why it might be best to have an odd number of core members — like 3 or 5 or 7.
In the 1990s, the female R&B group En Vogue burst onto the music scene as a sophisticated reincarnation of the girl groups from a previous doo-wop era. Cindy Herron-Braggs, Maxine Jones, Dawn Robinson and Terry Ellis were the original lineup who produced such hits as “Hold On,” “My Lovin’ (You’re Never Gonna Get It)” and “Free Your Mind.”
By 2012, Robinson had left the group. The three others remained, but were at odds over management. On one side, Braggs and Ellis insisted upon using their man. On the other, Jones wanted her own and refused bookings. So, Braggs and Ellis replaced Jones. And then, Jones re-teamed with Robinson.
Which side would get to use the “En Vogue” name? That was the question that was recently put to an arbitrator. The Hollywood Reporter has obtained a copy of the decision.
To start out, Robert Nau, the arbitrator, didn’t have the easiest of jobs even if his conclusion ended up being pretty simple.
En Vogue became a limited liability company in 2006, and members entered into a written operating agreement. But in 2012, that operating agreement was restated. However, the first page of the operating agreement indicated different parties from the second page, and to make things worse, the agreement referenced the ’06 one, where pages went missing.
In his ruling (read in full here), Nau addresses this before moving to the crux of the dispute.
In 2009, the company hired Joe Mulvihill to be their manager. As such, he was entitled to a 10 percent commission.
That was OK by Braggs and Ellis, but Jones hired her own manager, Julian Jackson, and wanted Mulvihill terminated. The other two wouldn’t comply.
When Mulvihill obtained new bookings for En Vogue, Jones refused to respond. As a result, the group lost bookings, and so Braggs and Ellis replaced Jones with another performer. Then, Jones and Robinson started appearing together.
With two En Vogue groups hitting the circuit, a demand for arbitration was filed last July.
After looking over the situation, Nau determines, “While the Agreement does not expressly state who owns the group name, I find that, by implication and inference, the Company owns all right, title and interest and to the trademark, tradename, service mark and stage name ‘En Vogue.'”
The arbitrator continues, “Claimants [Braggs and Ellis] both approved of the engagement and retention of Mulvihill as the manager of the group. Without the approval of at least one other member of the Company, Respondent [Jones] did not have the right on her own to overrule the decision of the Company to use Mulvihill as the manager of the group.”
Nau rules that Jones breached the agreement by using “En Vogue” but declines to award any damages beyond attorney’s fees and costs.
Essentially, to resolve a fight over lost harmony, the arbitrator has applied the principle of “majority rules.” R&B groups might come and go, but that long-standing legal doctrine will never go out of style.
E-mail: email@example.com; Twitter: @eriqgardner
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