Skynyrd case shows that a deal is a deal

Artimus Pyle sounds like one of those improbable names from the 19th century English legal decisions that populate first-year contract law textbooks.

Yet Pyle’s name is attached to a recent U.S. case involving classic rock band Lynyrd Skynyrd. The decision upholds a 1988 “consent order” reached between the band’s surviving members and their heirs. That order is a contract that sets out the conditions under which the rock band’s name can be used.

The Lynyrd Skynyrd case abounds with classic rock lore, and that’s why it’s been in the news. But the case should also attract the attention of law nerds. Even though it’s a U.S. federal case and it relies on U.S. legal authorities, it touches on some classic common law contract principles.

U.S. District Court judge Robert W. Sweet granted a permanent injunction blocking the distribution of a film about Lynyrd Skynyrd. Sweet wasn’t persuaded that Pyle and the producers of the film were in a position to disregard the terms of the 1998 consent order.

Pyle played drums with the band from 1975 to 1991. He was injured in the October, 1977, plane crash that took the lives of five people, among them founding member and vocalist Ronnie Van Zant and guitarist Steve Gaines.

After the crash, the surviving members of the band, including Pyle, agreed to a “blood oath” with Van Zant’s widow in which they agreed not to perform as Lynyrd Skynyrd again.

Yet 10 years later, surviving members of the band agreed to reform for a reunion tour. That gave rise to a lawsuit to enforce the blood oath. That litigation was resolved with the 1988 consent order. The blood oath was replaced with a more legalistic document that provides for several circumstances in which the band’s name may be used.

Over the years, the parties to the 1988 consent order had regularly agreed to several concerts and business dealings that violated specific terms of the deal, but those allowances took place with permission of the parties.

That changed in early 2016. A dispute arose after a company called Cleopatra Records and a related entity called Cleopatra Films started work on a movie about the 1977 plane crash.

The company asked Pyle to participate, first as a writer and producer, and later as a consultant. Pyle agreed to participate in return for five per cent of the film’s net receipts.

The immediate question is whether Pyle and Cleopatra violated any terms of the 1988 consent order. Pyle was of the view that he could rip up that agreement — he’d written the words “under protest” beside his signature on the 1988 document.

The other parties to the 1988 consent order caught wind of Pyle’s participation in the Cleopatra project. These include surviving original band member Gary Rossington, and various heirs and representatives of now deceased band members. They sued Pyle and Cleopatra for violating the terms of the 1988 consent order.

Judge Sweet ultimately found that the words “under protest” convey no special rights. Since he found that the movie project violates the terms of the consent order, he issued the permanent injunction sought by the plaintiffs. Evan Mandel, a lawyer for defendants Cleopatra Records Inc. and Cleopatra Films, has said he will seek “immediate relief” from an appeals court.

Let’s back up to those words “under protest.”

Contracts are supposed to reflect a “meeting of the minds.” A deal can certainly contain a term that gives a party the unilateral right to ignore certain provisions or rip up the whole thing. But that’s something the contracting parties have to agree to. You can’t have a deal when, from the get-go, one of the parties isn’t fully on board.

Cleopatra provided Judge Sweet with some state-level cases that showed how some courts have let parties back out of deals because they wrote “under protest” or similar words alongside their signatures.

Judge Sweet said those “under protest” cases involved specific fact situations that made the use of those words plausible. The phrase suggests a party is signing the deal under duress, and that could raise a question as to a deal’s validity. But there was no evidence the 1988 deal was signed under a cloud. Instead, Judge Sweet said there were several facts that pointed to Pyle’s acceptance of the 1988 bargain. Pyle received legal advice before signing the agreement, and he accepted royalty payments under that deal for many years. Pyle had never previously contested the order’s conditions.

In short, Judge Sweet found that the consent order reflected the “meeting of the minds” that is the foundation of any deal.

Now, it is interesting to wonder how Cleopatra might be bound by the deal, since the company was not a party to the 1988 consent order.

Judge Sweet found that for a consent order to be effective, it must provide protection against those who would seek to undermine its terms. Judge Sweet underscored the point by quoting from a classic Lynyrd Skynyrd song, Saturday Night Special: “Without meaningful protection, such an order is just a piece of paper and ‘ain’t no good for nothing else.’”