Split Thread Trump-Kennedy center sues artist for cancelling because of name change

[P.J. Denyer]

Its not just the fact that "they changed their name", its what they changed it too.

Lets say (for example) that they changed the name of the venue to the "Hitler was a swell guy Performing arts center". An artist might want to avoid performing there because they would rightly want to avoid having their name associated with Hitler. Its the same with havigng the venue named Trump (except for the tiny moustache....)

I do think an artist has a reasonable expectation that any venue that they might perform at will not do anything to tarnish their name.

In fairness, even if it wasn't Trump, renaming a venue in honour of an overtly political figure is potentially problematic for artists booked before the change, If Kid Rock and Ted Nugent were booked for a venue and it changed it's name to 'The Hillary Rodham Clinton Centre For The Performing Arts' I'm sure they'd refuse to play there, and that would be fair enough. Not refusing to perform is being described as a political act, but performing would have been as well. This sudden name change has dropped artists into a political controversy they had no desire to become embroiled in nd regardless of their personal politics they shouldn't be forced into a position where they have to risk alienating a section of their audience whatever they choose to do.

 

[Darat]

In fairness, even if it wasn't Trump, renaming a venue in honour of an overtly political figure is potentially problematic for artists booked before the change, If Kid Rock and Ted Nugent were booked for a venue and it changed it's name to 'The Hillary Rodham Clinton Centre For The Performing Arts' I'm sure they'd refuse to play there, and that would be fair enough. Not refusing to perform is being described as a political act, but performing would have been as well. This sudden name change has dropped artists into a political controversy they had no desire to become embroiled in nd regardless of their personal politics they shouldn't be forced into a position where they have to risk alienating a section of their audience whatever they choose to do.

Perhaps a better course would have been to drag a chair onto the stage, sit down and read a book for however long the performance is meant to have lasted, they could even have hummed a few bars of music to make it a musical night.

 

[P.J. Denyer]

Perhaps a better course would have been to drag a chair onto the stage, sit down and read a book for however long the performance is meant to have lasted, they could even have hummed a few bars of music to make it a musical night.

Or the constitution and listed the ways Trump's acted in contridiction to it, followed by a list of the laws he's broken. I'd suggest moving on to the lies he's told, but it was a gig not a residency.

 

[Segnosaur]

Perhaps a better course would have been to drag a chair onto the stage, sit down and read a book for however long the performance is meant to have lasted, they could even have hummed a few bars of music to make it a musical night.

The problem is, the people would be most likely to see his performance would probably be people who lean to the left side of the political spectrum. So yes, he would be making a political statement by showing up but not performing, but the people most affected by that type of protest are the ones who didn't vote for Stubby McBonespurs in the first place.

 

[acbytesla]

Perhaps a better course would have been to drag a chair onto the stage, sit down and read a book for however long the performance is meant to have lasted, they could even have hummed a few bars of music to make it a musical night.

The problem is, the people would be most likely to see his performance would probably be people who lean to the left side of the political spectrum. So yes, he would be making a political statement by showing up but not performing, but the people most affected by that type of protest are the ones who didn't vote for Stubby McBonespurs in the first place.

Just changing the name, not only can affect the artists but also the customers as Seg just pointed out. Particularly when it might relate to political differences. Now of course we don't know the terms of said contract. But it might include a percentage of the gate. And a minimum amount to the venue or Artist. What if ticket sales are affected? Who exactly is suffering the damages.

This isn't like Safeco Field becoming T-Mobile Park where no-one gives a crap

 

[Darat]

As ever text fails, my scenario was not meant to be taken as serious scenario.

 

[angrysoba]

*ahem* NM

 

[Emily's Cat]

In England, the damages awarded would be on the basis of the loss incurred. How does it work in the U.S.? Is the plaintiff just allowed to name some arbitrary sum, or is reality allowed to insert itself?

Civil suits in the US are often pretty loosey-goosey. I'm not sure there's any actual rules for how much can be asked for, and I think (not certain) that the judge can decide to award a different amount than asked. Civil suits are super weird.

 

[angrysoba]

Even supposing it was an illegal name change, why would that allow Redd to break his contract? Unless the contract somehow makes reference to such conditions (which I find unlikely), I don't see how the name change has any effect at all on the contract or Redd's obligations under that contract even if the name change is illegal.

Whether the name change is related to anything else isn't a legally relevant question here. The legal question is, did Redd violate the terms of the contract, and if so, how much is he on the hook for? I have zero insight into that latter question, but the former question I can make some educated guesses on. Contracts often stipulate terms under which they can be cancelled unilaterally without penalty. Now, is it possible that the name change triggered such a term? That seems unlikely (why would anyone bother writing such a contingency into the contract? Was Redd expecting such a possibility?), and you aren't even arguing that it did. Is it possible that Redd was able to cancel without penalty due to some terms of the contract unrelated to the name change? That actually seems more likely than the name change triggering something, though still not a given. We cannot know either way for certain without seeing the contract. But unless the contract allowed for Redd to cancel without penalty, then he's on the hook for something, even if not a million. That's the nature of contracts.

It doesn't matter if the name change does something. What matters is if the name change does anything to the contract. And you haven't provided any reason to think it would. Nobody has.

Surely if the people you are hired by breaks the law, you would be within your rights to not be a participant in their law-breaking? In fact, in some cases you would be legally obliged not to participate in law-breaking.

 

[Emily's Cat]

The simple fact that all of the performer's correspondence and legal documents were likely with the John F Kennedy Performing Arts Center as opposed to being with President Donald J Turd Performing Arts Center makes any contractual agreements questionable.

I don't believe this is true. As long as the actual parties involved in the contract remain the same, a name change on the part of one party doesn't invalidate the contract itself. The only reasonable exception might be if the name is material to the nature of the contract, such as a franchise or a licensed use rights.

 

[JayUtah]

In England, the damages awarded would be on the basis of the loss incurred. How does it work in the U.S.? Is the plaintiff just allowed to name some arbitrary sum, or is reality allowed to insert itself?

A prayer for relief in an American civil complaint will typically ask for compensatory damages, punitive damages, attorney's costs, and a catch-all award for any other amount the court deems proper. A plaintiff may also pray for equitable relief such as release from a contractual obligation.

The amount of compensatory damages—actual loss incurred—must be supported in court by evidence and thus bear some resemblance to reality. The trier of fact will determine whether that evidence is credible and award an amount consistent with the strength of the evidence and the particulars of the claim.

In jurisdictions and specific cases that allow punitive damages, the plaintiff may ask for any amount and the jury may award any amount. But in general the amount of punitive damages generally may not exceed three times the amount of compensatory damages. The judge may adjust the amount awarded by the jury, but this is infrequent.

By default each party in a suit in America bears its own legal costs. But a prevailing plaintiff may ask for an award of attorney's fees as part of the judgment. A prevailing defendant generally has a higher burden of proof to move for an award of fees from an unsuccessful plaintiff. A prevailing defendant must show that the suit was frivolous or malicious. In the case of a contract dispute, the award of attorney's fees to the prevailing party in a suit arising out of the contract may be one of the terms agreed to in the contract itself.generally this is not done.

As near as I can tell, no lawsuit has actually yet been filed. The center has merely announced its intention to sue, so we don't know exactly in what form the relief is being sought.

 

[Emily's Cat]

It's not what I desire, it is the desires of the person who agrees to a contract. They agree to the terms of the contract. If they merely changed the name on the paperwork, that would be one thing. But they are changing the name of the venue itself. A very public difference.

I've now worked for two different companies that legally changed their names during the course of my employment. It doesn't negate contracts in force. Seriously, when Anthem changed their name to Elevance (stupid name, I always end up with pink elephants dancing in my brain) it didn't negate all of their existing contracts. With very few exceptions where the use of the name is material to the contracted service itself, the only impact is that either the name gets swapped out in the next contract update, or for evergreen/long-term contracts a n0-sign amendment gets issued.

 

[Segnosaur]

The simple fact that all of the performer's correspondence and legal documents were likely with the John F Kennedy Performing Arts Center as opposed to being with President Donald J Turd Performing Arts Center makes any contractual agreements questionable.

I don't believe this is true. As long as the actual parties involved in the contract remain the same, a name change on the part of one party doesn't invalidate the contract itself. The only reasonable exception might be if the name is material to the nature of the contract, such as a franchise or a licensed use rights.

I wonder if there might be another loophole...

Even if changing the name an organization or company does not 'break' a contract, if his contract said "Perform at the Kennedy center", he could possibly claim "I would have performed there but a building by that name no longer exists" (i.e. the breaking of the contract came from the side of the Trump administration.)

There is also the possibility that other loopholes exist in the contract. (After all, performers have to have a way to cancel events in cases of illness, or for personal/family emergencies.)

 

[Ziggurat]

Surely if the people you are hired by breaks the law, you would be within your rights to not be a participant in their law-breaking? In fact, in some cases you would be legally obliged not to participate in law-breaking.

Even assuming the name change was illegal (which, it's worth noting, is not the same thing as being criminal), performing at the venue would not also be illegal as a result. His performance would not constitute participation in the name change itself. That wouldn't make any sense.

 

[Emily's Cat]

Zig keeps saying it doesn't matter.

Actually, Zig didn't say it doesn't matter. Zig said it probably doesn't matter, since the names of the parties on the contract are rarely material to the contract itself. If the parties stay the same, then the name change of one party or the other is almost never material.

My mortgage lender changed their name a couple of years ago. That doesn't allow me to shrug off my mortgage, because the name of the entity with whom I have an agreement isn't material to the contract itself.

There are some situations in which the name of the party *is* material to the contract, but they're not common.

 

[Ziggurat]

Even if changing the name an organization or company does not 'break' a contract, if his contract said "Perform at the Kennedy center", he could possibly claim "I would have performed there but a building by that name no longer exists" (i.e. the breaking of the contract came from the side of the Trump administration.)

If the name change does not create ambiguity about what's being referred to (and in this case, it does not), then I don't think he could successfully argue that.

There is also the possibility that other loopholes exist in the contract. (After all, performers have to have a way to cancel events in cases of illness, or for personal/family emergencies.)

Sure, I've said from the start that the terms of the contract might allow for cancellation. The two specific ones you mention here wouldn't work, though, since neither apply to Redd in this case. Some cancellation clauses require sufficient advance notice (specified by the clause), so that might limit his options as well.

 

[Emily's Cat]

You seem to say that if the board had decided to change the name to "A. Hitler Memorial Center" any artists with contracts with the venue would still be forced to honour the contract? (This is not an argument that Trump is Hitler, but that renaming the venue in that way would be even worse).

In most cases, yes, they would still be expected to honor the contract.

They could probably sue the counterparty for reputational damage or something, but that's an entirely different process. At the end of the day, unless the name of the party to the contract is directly material to the contract itself, a change in the name of the party doesn't void the contract. It's remotely possible that some aspect of the contract provided cancellation rights to the performer that the name change would trigger - but as Zig said, that's a matter for the lawyers to figure out and is specific to the contract in question.

 

[Emily's Cat]

I can't help but wonder if Zig thinks that say a name change from the Climate Protection Performing Arts Center to the ExxonMobil American Coal Institute for the Performing Arts isn't a material change in the contract?

Does he really believe that someone who was passionate about environmental protection would have agreed to a contract with the latter? I'm pretty sure the materiality of any contract is whether they would have agreed to the contract under both circumstances. I mean a change from the Shell Center to the ExxonMobil Center wouldn't be material. It wouldn't really change a thing. But this isn't that.

"Your honor, I wouldn't have done this if it were different" isn't as strong a legal argument as you might think. Yes, you're correct that someone passionate about environmental protection probably wouldn't have contracted with a venue named after an oil company. But that's irrelevant unless the name of the venue is a material element of the contract itself.

 

[JayUtah]

The simple fact that all of the performer's correspondence and legal documents were likely with the John F Kennedy Performing Arts Center as opposed to being with President Donald J Turd Performing Arts Center makes any contractual agreements questionable.

No, it doesn't matter at all. I've done business with numerous companies who have changed names and I have never had a problem enforcing a contract with any of them that was made under a previous name.

By adding the name Trump to the Arts Center they have sullied the brand.

And that's where the center's behavior may have stepped into material breach, which is unrelated to the formalism of a name change. Merely changing the name has no legal consequence as long as it is merely the name by which the contracted entity is publicly known. But if the change of name also changes something material such as the institution's reputation, then it can be one example of any number of such behaviors that may provide grounds to exit a contract.

It went from being a prestigious brand that added to the pedigree of the artist to a brand that detracted from it.

According to the center's correspondence, adding Donald Trump's name enhanced the center's reputation. However, if by doing so the center concedes that the name change affected the center's reputation as a matter of intent, then it loses the ability to enforce the contract under the premise that the name-change was neutral. Then it devolves to the basic principle of material breach, whereby the other party can say it would not have entered into the contract under the conditions following the breach.

And it is totally fine if the artist is making a political statement. He has every right to do so. And as if the board wasn't making a political statement.

Indeed, the Kennedy Center for the Performing Arts wasn't made prestigious so much by being associated with Kennedy's name as it was by the guidance of its directors over the years and its success on the merits of its programming. One didn't attend events or perform there out of devotion to the Kennedy name, but out of respect for what the institution has essentially been. It was an apolitical organization, despite its namesake. If one party to the contract elects to transform the venue in order to make a political statement, the other parties may not wish to associate with the statement and may attempt the argument that a material breach has occurred by transforming an apolitical arts organization into a politicized venue.

 

[Emily's Cat]

In fairness, even if it wasn't Trump, renaming a venue in honour of an overtly political figure is potentially problematic for artists booked before the change, If Kid Rock and Ted Nugent were booked for a venue and it changed it's name to 'The Hillary Rodham Clinton Centre For The Performing Arts' I'm sure they'd refuse to play there, and that would be fair enough. Not refusing to perform is being described as a political act, but performing would have been as well. This sudden name change has dropped artists into a political controversy they had no desire to become embroiled in nd regardless of their personal politics they shouldn't be forced into a position where they have to risk alienating a section of their audience whatever they choose to do.

Sure. But it's also plausible that failing to perform will result in a breach of contract. The performer might view that as the better option, but that doesn't magically make it not a breach.