Employment Agreements
Background and Assumptions
Singer/musician Jack White was so excited to perform at a recent concert at a county fair in Oregon that he decided to accept a job offer from the Fair'sAssistant Deputy Administrative Coordinator to the Assistant Personnel Director for Special Summertime Events. The letter of intent was quickly prepared using a "boiler plate" form as the starting point, which someone at the Fair had found online. It was also prepared under strict orders from the busy fair manager to"just keep it simple because Jack's in town and can sign it immediately and why waste funds on legal fees when we can do it in house."(The Fair's regular law firm, Bluster, Fluster, and Idono, was not available to review the agreement due to a malpractice case in which it was the defendant.)
Jack immediately initialed the letter of intent without reading it, stating that "I'm sure it reflects our deal" and that "Believe me, a seven-nation army couldn't hold me back from doing this gig." It was then hastily initialed by the Fair'sDeputy Administrative Assistant to the Assistant Personnel Director for Special Employee Affairs because the Fair General Manager, who usually signed contracts, was off duty that day.
The "letter of intent"included the following material statements and was signed by both parties:
1. Jack would serve as the "creative director" for the event and also "agree to perform at least two concerts per summer at the fair along with his former band partner Meg White under the nameWhite Stripes."
2. The position would be on a "full-time, regular basis."
3. Jack must"Refrain from performing similar services for any other employer within the continental United States."
4. Jack's music must not "discompose, disquiet, disturb, perturb, agitate, upset, or destroy the capacity of the audience for peaceful resolve."
5. The parties agree to resolve all disputes "of any kind or nature whatsoever" through mandatory binding arbitration, and not court.
6. That the term of the agreement is"one year, and that the agreement will self-renew for successive periods of one (1) year each unless either party notifies the other of his/its intent to cancel within one day of the date of execution of the letter of intent."
7. Payment would be 10% of gross "gate" proceeds per concert.
8. The parties "agree to be reasonable."
This was the only agreement that the parties signed.
Assignment
Please respond to the following:
The day after he signed the letter of intent, Jack left town on a whim to perform at Carnegie Hall in New York City to a sold-out crowd, including Mayor Bill de Blasio and Prince Charles. Two days later, he called the Fair and left a message, stating that he had second thoughts and "would not take this gig(job)." The Fairnow wonders about the status of letter of intent and asks you for assistance as follows:
1. Briefly identify the nature of each of the problems that could make the letter of intent vague or unenforceable. Note the specific provisions and circumstances that support your observations.
2. Explain whether the "covenant not to compete" and the "mandatory arbitration provision" is enforceablein Oregon, assuming of course that the letter of intent is itself enforceable. (See Oregon Revised Statutes Sec. 36.620(5) and 653.295.)
3. Prepare a list of all of the contract provisions that shouldbe included in areasonably complete employment agreement with a performer such as Jack White, including special provisions and boilerplate provisions.