Axl v. Geffen Court Documents (Long, but lots of Info)

[Robman?]

so just sum up what's important?

can you just read a legal document without having to be spoon fed?

Thanks for this man, it was great read so far, I still haven't finished ?

[Smoking Guns]

I find all this so fascinating.  It cool looking at the nuts and bolts on the business side of things like this.

[madagas]

4eva, Axl has run up a huge tab as he took all the costs of a new lp when Slash and Duff split. Like the document says, as of 1998 the costs were already large. It also may show you that all royalties off this cd and contract for the new album will be Axl's. How he would disperse them to his band members I don't know.

[AxlRose4eva1]

Yeah thats what im guessing it is.  Slash and Duff leaving the band and sticking Axl with the bill is kind of odd.  I would like to see the contract but its not online, i am curious what would happen if Axl decided not to call this band Guns n' Roses, in fact I am guessing that he has no choice but to call it Guns n' Roses, it would probably be a breach of contract if he didnt.

[madagas]

He did it to get the name. You have to figure he makes that money back in merchandising, concert ticket sales, etc etc. The brand name alone is worth more than the costs of recording the new cd. He should make off quite well in the long run if the cd and subsequent tours are moderately successful. Also, he should  get more than one release out of the ass load of stuff recorded since 1994. Potential boxsets, b sides, etc.

[sic.]

I guess one of the reasons for Axl, Slash and Duff to sue Geffen at a such late date, could've been the erroneous rumor that GH would've been remastered; this information is by the way still available at CD Universe!

Additional Info   Remastered; Digipak

They might've had a case if Geffen would've tinkered with the recordings without their direct consent. In this light, the suit appears to be pretty much a last-ditch effort to prevent the GH release. The following bit is quite strange.

The first, for trademark infringement, fails because Plaintiffs have no standing even to bring such a claim. The U.S. Patent and Trademark Office records submitted by Plaintiffs show that a California partnership called ?Guns N' Roses,? and not the individuals who are plaintiffs here, owns the registered trademarks sued on in this action.

I assume Axl brought in Slash and Duff because, on the basis of the 1992 recording agreement, they would've had shares on the 1986-98 studio recordings. Then the court decided the three of them "weren't the Guns N' Roses partnership". The lawsuit here was done with in mid-March. On May 4th, Slash and Duff sued Axl. I can't help to think there's a connection between these two events. It's interesting to think that Axl could've saved himself a court battle lasting over two years if he had stayed quiet during the GH release.

There was a big thread on the May '04 lawsuit, but apparently it has been deleted after the case was annulled in mid-06. Anyway, I found the original filing of the case via Internet Archive. Something might come out from crossreferencing this newly-acquired information with that document.

FN9. To summarize the evidence, Plaintiff Rose was originally informed by letter dated August 6, 2003 that UMG intended to release the Guns N' Roses GHLP, and of the specific tracks to be included on that album and their sequence. Froeling Decl. ? 3; Ex. B; Marenberg Decl. ? 2.

[...]

December 31, 2003 came and went without delivery of the studio LP, as had so many previous deadlines. Hoffman Decl. ? 6. Accordingly, in January 2004, Geffen resumed its plans to release the GHLP. At that time, Mr. Hoffman asked Ms. Lori Froeling to send another notice to Guns N' Roses pursuant to the Recording Agreement, informing Guns N' Roses that the GHLP would be released on March 23, 2004 in the United States and Canada, and on March 15, 2004 in other international territories. Ms. Froeling sent such a notice on January 22, 2004. The January 22 notice also indicated that the previously approved track listing and sequence had not changed. Hoffman Decl. ? 6; Froeling Decl. ? 6 & Ex. F.
 
[...]

The release dates were again confirmed in a subsequent letter to Mr. Rose dated February 2, 2004. Marenberg Decl. ? 3, Ex. B.

I'm curious about the third letter, sent in February, which basically brings nothing new to the GH situation. Geffen had told (and verified) the dates, the track listing, etc. I found the same date from Jeff Leeds' NYT article. He speaks about GH only briefly, but has all the dates right (Geffen informing Axl on its initial intentions in August '03) - which makes the following quite interesting.

The third letter certainly wasn't a happy birthday note from Geffen.

"Having exceeded all budgeted and approved recording costs by millions of dollars," the label wrote in a letter dated Feb. 2 , 2004, "it is Mr. Rose's obligation to fund and complete the album, not Geffen's." The tab at Village studio was closed out, and Mr. Rose tried a brief stint recording at the label's in-house studio before that too was ended. The band's computer gear, guitars and keyboards were packed away. Over a legal challenge by Mr. Rose, the label issued a greatest-hits compilation, in search of even a modest return on their eight-figure investment.

I remember some people were discarding this info as untrue, but the court document verifies that Geffen did sent Axl a letter on that date. I take it exhibits aren't available in Westlaw, right?

[madagas]

The exhibits would be where all the meat and potatos are...would be very interesting to see. Duff and Slash definitely found something in Geffen's response to the GH issue that led them to believe they had some kind of case against Axl. Obviously, they did not have much of a case as they dismissed it. I also find it highly coincidental that Buckethead left shortly after the funds were cut off in Feb 04 (Axl's Buckethead was in it for the money press release may not have been far off). He probably went "no money, no record in sight, I'm out." Can you blame him?- still no record.? I think it is fairly clear that a good portion of those recording costs were for band members salaries-see the NYT ARTICLE where they give actual salaries. I guess Axl or the Gnr brand has been funding their salaries since. Who knows? When they became active in the last year, they may have all settled on a new plan. Tommy and Robin have stuck through this thing all the way and clearly deserve our respect for that. Whatever they are being paid, it should be more than the other guys based on loyalty alone. Good stuff.?

[CheapJon]

He did it to get the name. You have to figure he makes that money back in merchandising, concert ticket sales, etc etc. The brand name alone is worth more than the costs of recording the new cd. He should make off quite well in the long run if the cd and subsequent tours are moderately successful. Also, he should  get more than one release out of the ass load of stuff recorded since 1994. Potential boxsets, b sides, etc.

i agree with prolly everything in that post, not that it is something to look forward to or will happen soon, but i think that when axl dies we will get a shitload of stuff


and thanks for posting the whole thing

[sic.]

madagas, have you noticed that the recording costs for CD are currently $13 Million - and have been for the last couple of years? I started thinking along the same lines you just did. Ok, in August 2003, Geffen starts twisting Axl's arm with GH for November. Axl complies in October, promises CD by Dec 31st, 2003. In November, GNR is announced to headline RIR4; probably to soothe Geffen with the idea that Axl will release the album in early '04 and tour behind it. 2004 comes without CD.

Jan 15th, 2004. Tommy announces he has finished recording Village Gorilla Head. He also states he has written a record deal with Sanctuary Records during the first full calendar week of the year.

Feb 2nd, 2004. Geffen no longer funds the recording of CD.

On Feb 9th, 2004 Buckethead is present at the Grammy Awards and Bootsy Collins introduces him as a GNR guitarist. I believe it was said that Bucket corrected him on the spot, implying he was out. On Feb 12th, 2004 Buckethead plays with Bill Laswell in Belgium. Some board members are present,  asking Laswell whether Bucket would be around with GNR for RIR4. Laswell thinks Bucket would be absent.

On Feb 21st, 2004 Buckethead's two solo albums, Population Overdrive and Cuckoo Clocks from Hell, receive the release dates of March 30th and April 20th.

Go to March 18th. MTV report on Bucket's resignation has a rare comment from his manager. "At the end of last year, Buckethead became fed up with Guns' inability to complete an album or tour and stopped working with them, his manager said."

March 30th, Axl's press release. "[...] in February we got word from Brain that Bucket had called him and said he was back in Guns!? Apparently, according to Bucket he had been "Gone" but had turned himself around and was really excited to do Rio-Lisbon and a European tour. Somewhere in the following month things changed once again. According to those who have actually spoken with Buckethead it appears his plans were to secure a recording contract with Sanctuary Records which I encouraged my management to make available to him, quit GN'R and to use his involvement in the upcoming Guns release to immediately promote his individual efforts..."

---

Those are facts, more or less. The following is my attempt in piecing it all together.

Buckethead got frustrated with GNR, possibly due to their inability to meet the Dec 31st deadline with the album. Both Tommy and Bucket were doing their respective solo albums in late 2003, meaning their parts weren't likely to hold up the CD recording. Tommy signs a deal with Sanctuary in January. Bucket is perhaps contemplating on quitting GNR at the same time, and if he confides to someone in the band about it, that would be Brain. In February, CD funding is cut. Buckethead - perhaps having heard of Tommy's record deal - decides to continue with GNR, calling Brain to say he's back. He then possibly hears the unpleasant truth; the financial plan for CD is being remodeled - Axl himself will produce and finance the record from now on. Buckethead realizes Geffen have lost all leverage on Axl, who will now take all the time he pleases to finish recording. A European tour for summer 04 is apparently still being planned, now with a good reason: to gain funding for studio time from Feb 04 onwards. Buckethead, either tempted by the possibility of a Sanctuary Records deal or not, sees the road ahead and calls it quits. Axl cancels RIR4 and heads down to the studio.

--

And yup, this is directly related to the S&D lawsuit. The "Memorandum of Agreement", dated 1st September, 1992 is referred to in the other suit as "defining the rights and obligations of Original GNR partners".

They based their case on the letter of intent Axl sent them on 31st August, 1995, where they claimed he resigned from the Original GNR partnership, with an intention to record and perform under the GNR name without them. An amendment to the 1992 Recording Agreement claims, however, that Slash and Duff were proclaimed "Leaving Members" on 1st May, 1998, as well as acquitted from any future studio bills.

I'd love read the court documents on that case as well. They up on Westlaw, AxlRose4eva1?

In 1992, Geffen's corporate predecessor entered into a new recording agreement with Messrs. Hudson, McKagan and Rose dated September 1, 1992 (hereinafter the ?Recording Agreement?). [...]

Since 1992, the parties have executed various amendments to the Recording Agreement, including most notably, two amendments dated as of May 1, 1998. One of these amendments, see Froeling Decl. Ex. D, confirmed Slash's and Duff's departure from the band and their status as ?Leaving Members? under the 1992 Recording Agreement, thereby relieving them of charges against their royalty accounts for the enormous recording costs and other expenses being incurred by Axl Rose (the only ?Remaining Member?[FN1] of Guns N' Roses) in connection with the recording of the new Guns N' Roses studio album. Hoffman Decl. ? 3. [...] Hence, although other individuals have joined Axl Rose in performing under the name ?Guns N' Roses? since 1998, Rose is the only principal in the band. Id.

[CheapJon]

I thought BH left because of illnes i think axl said, but maybe axl misunderstood BH when he said he was sick of it all

[sic.]

He should  get more than one release out of the ass load of stuff recorded since 1994. Potential boxsets, b sides, etc.

But isn't the 94-98 material, including the Axl/Slash/Duff/Matt (+ Paul Tobias) "lost album", governed by Axl, Slash and Duff?

If so, the upside is that the material might still exist. The downside is that all parties would have to agree on releasing it, which I don't think will happen before CD, if ever.

[Krispy Kreme]

This is the best thread I have  read in a long long time here. It has actual information and is not some dippy uninformed opinion about who cares what. This is excellent  work and a real service to the community. Thank you. It is absolutely fascinating  and gives real  insight  as to what  has been going on. 

[sic.]

He did it to get the name. You have to figure he makes that money back in merchandising, concert ticket sales, etc etc. The brand name alone is worth more than the costs of recording the new cd. He should make off quite well in the long run if the cd and subsequent tours are moderately successful.

madagas, Axl bought the 'Guns N' Roses' name in January, 1997. I think the reason he actually bought it then, instead of gaining ownership on May 1st, 1998, was to extricate Slash and Duff from the recording equation. Slash said Axl achieved the legal right to record and publish music under the GNR moniker with anyone he chose; the other partnership members weren't required to appear on the recordings.

I do agree that as a brand name, it's an ingenious investment and whatever Slash and Duff got for it, wasn't enough.

4eva, Axl has run up a huge tab as he took all the costs of a new lp when Slash and Duff split. Like the document says, as of 1998 the costs were already large. It also may show you that all royalties off this cd and contract for the new album will be Axl's. How he would disperse them to his band members I don't know.

Would he even have to disperse them? They're contract players. The contracts could ask them to relinquish their financial rights for the songs to GNR. Notice that Sorum, while playing on more GH tracks than Adler, didn't receive any advance from Geffen. I wonder, does he receive any royalties from UYI/TSI at all?

In connection with the release of the Guns N' Roses GHLP, Geffen has already paid $1 million dollars in advances to Rose and the four former members of Guns N' Roses. Hoffman Decl. ? 8. Specifically, Rose has received an advance of $257,545 for the GHLP; Slash and Duff have received an advance of $568,565 for them to split; and Messrs. Stradlin and Adler, who are not plaintiffs in the present lawsuit (and whose interests could be adversely affected by the issuance of the relief requested by Rose, Slash and Duff), have received advances of $ 136,228 and $37,662, respectively.

[madagas]

Sic, he may have even got the name as early as the UYI tour where Axl allegedly held them hostage by saying he wouldn't tour unless he got the name-somewhere in 92 when they made a new deal. That could be what Slash is talking about because that article is not a press release or statement, it is just an interview with Slash.

 As far as royalties go for Chinese, I don't think the band will get any because they are contract musicians and they aren't a part of the recording agreement like the document said. Now, I imagine they will get publishing rights for their writing credits but I don't know how all that works. Pilferk, where are you?

Lastly, I'll bet Axl can do whatever he wants with the material from 94 to 98. If he took all the liability and recording costs, then he should have the rights to the material as the only remaining member of the group and as the person who is fulfilling the contract. I guess we would have to know what rights a "leaving member" has. Sorum definitely was a contracted musician, as is and was Dizzy.

After reading that NYT article again and comparing it to Geffen's statements, the article is pretty damn accurate-Leeds obviously did his homework and had a few "moles or rats" up his sleeve. (Trying to give Scorcese some love on the eve of the Oscars!). I still don't like that rag of a paper but that article is pretty damn good.

[ChrisPittman]

i think basically means that axl owes a record, or if he doesnt, hes had to shell out a lot of money to stop geffen from forcing new recordings.

one thing im interested about is why the asian releases of guns greatest hits were 2cd versions, and why the european version was only one?

[AxlRose4eva1]

Yeah, the case isnt even reported in Lexisnexis which is the 2nd largest case reporter.  The judge pretty much said he wasnt going to file an injuntion and agreed with UMG's statements, so besides UMG bashing Merc's statemtents in a 2 page memo theres a quick opinion by the judge.  Other than that there arent many documents available online, but an attorney in Cali could probably stop by the courthouse and see all of the doc's. 
--------------
United States District Court, C.D. California.
W. Axl ROSE,
v.
Geffen RECORDS, etc. et al.

Steven Allison, Helene M. Freeman, phv, Attorneys Present for Plaintiffs
Steven Marenberg, Philip M. Kelly, Attorneys Present for Defendants

Present: The Honorable DALE S. FISCHER, UNITED STATES DISTRICT JUDGE

The Ex Parte Application is denied for the reasons stated on the record;

The hearing on the Preliminary Injunction is scheduled for March 25, 2004 at 2:00 p.m.;

Counsel for defendants is to provide all available information concerning the whereabouts of the person identified as the ?master engineer,? and to make good faith efforts to provide an address for that person;

Counsel for plaintiffs is to make W. Axl Rose available for his deposition;

IT IS SO ORDERED.
--------------------------------
After this Axl and the rest of them withdrew the complaint.  (from the facts and the judge's quick denial of the injunction it doesnt sound like they had a case).  Still it woulda been nice to know who the "master engineer" was.  I am guessing they probably withdrew too because Axl didnt want to make himself available for deposition.

It really sounds like unless it is written into the individual bandmates contracts with Axl that they will not get royalties off of CHinese Democracy.  It sounds like right now Axl is the sole individual owner of any of the music recorded between 94 and now.  He also probably would have to sell a ton of albums for CD to make money considering they already paid him such a large advance.

[Ganja4Life]

 but i think that when axl dies we will get a shitload of stuff

I'd laugh my ass off if someone on this board saw that and decided to murder axl

[sic.]

Sic, he may have even got the name as early as the UYI tour where Axl allegedly held them hostage by saying he wouldn't tour unless he got the name-somewhere in 92 when they made a new deal. That could be what Slash is talking about because that article is not a press release or statement, it is just an interview with Slash.

I understood the name thing went as follows:

In 1992, Axl made Slash and Duff sign a contract, which stipulated that if Axl resigns/is fired from the GNR partnership, he gets the rights to the name on his way out. If so, buying the name in Jan 1997 would've enabled him to remain in the partnership and still have the ownership to the name.

Lastly, I'll bet Axl can do whatever he wants with the material from 94 to 98. If he took all the liability and recording costs, then he should have the rights to the material as the only remaining member of the group and as the person who is fulfilling the contract. I guess we would have to know what rights a "leaving member" has.

I assume a leaving member would have a share on the publishing rights on all music by the GNR partnership before his departure. This was speculated when Axl sold all of his publishing rights to Sanctuary Music Publishing in Jan 2005. It might be a separate thing from the studio bill, who knows.

In that respect, I sort of wonder whether Axl's game plan was to

- gain control of the GNR name in order to record an album under the name without Slash or Duff and still remain a partnership member
- record song fragments/ideas all the way to May 1st, 1998, when Slash and Duff were written off as 'leaving members' of the GNR partnership
- on May 1st, 1998, agree to deliver an album on March 1st, 1999 and start compiling ideas into complete songs

I don't have much concrete evidence to back this reasoning up, I know. But, in 1997 there was this 'ran over albums with his car' -incident, and when Youth came aboard in early 1998, the band was re-recording AFD. Two years later, in Jan 2000, Axl premieres Rolling Stone vox versions of The Blues, IRS, TWAT, CD and CITR, and already has Maddy in the pipeline.

I don't intend to strike out the 'writer's block' issue here, but there's part of me that suspects the early steps of CD were hindered by legal issues.

[ChrisPittman]

I assume a leaving member would have a share on the publishing rights on all music by the GNR partnership before his departure. This was speculated when Axl sold all of his publishing rights to Sanctuary Music Publishing in Jan 2005.

If this is the case would it be possible therefore that Sanctuarywill release something after a period of time, if Axl does not?

[Krispy Kreme]

He did it to get the name. You have to figure he makes that money back in merchandising, concert ticket sales, etc etc. The brand name alone is worth more than the costs of recording the new cd. He should make off quite well in the long run if the cd and subsequent tours are moderately successful.

madagas, Axl bought the 'Guns N' Roses' name in January, 1997. I think the reason he actually bought it then, instead of gaining ownership on May 1st, 1998, was to extricate Slash and Duff from the recording equation. Slash said Axl achieved the legal right to record and publish music under the GNR moniker with anyone he chose; the other partnership members weren't required to appear on the recordings.

I do agree that as a brand name, it's an ingenious investment and whatever Slash and Duff got for it, wasn't enough.

4eva, Axl has run up a huge tab as he took all the costs of a new lp when Slash and Duff split. Like the document says, as of 1998 the costs were already large. It also may show you that all royalties off this cd and contract for the new album will be Axl's. How he would disperse them to his band members I don't know.

Would he even have to disperse them? They're contract players. The contracts could ask them to relinquish their financial rights for the songs to GNR. Notice that Sorum, while playing on more GH tracks than Adler, didn't receive any advance from Geffen. I wonder, does he receive any royalties from UYI/TSI at all?

In connection with the release of the Guns N' Roses GHLP, Geffen has already paid $1 million dollars in advances to Rose and the four former members of Guns N' Roses. Hoffman Decl. ? 8. Specifically, Rose has received an advance of $257,545 for the GHLP; Slash and Duff have received an advance of $568,565 for them to split; and Messrs. Stradlin and Adler, who are not plaintiffs in the present lawsuit (and whose interests could be adversely affected by the issuance of the relief requested by Rose, Slash and Duff), have received advances of $ 136,228 and $37,662, respectively.

So Axl gets $257, 545; and Slash and Duff get $568,565 to split, which equals $284,282.50 each (assuming a 50/50 split). So they got more than Axl?

Second, in the life of rock star, this is chump change. Probably lunches for  a year or maybe even for 6 months.