Friday, September 2, 2011
I recently introduced my Contracts students to the concept of destroying offers via lapse and the associated topic of option contracts. Thanks to Grammy-winning artist Bruno Mars, I now have a current example of what happens when an option is not exercised. In his recent complaint, Mars requests a declaratory order that his contract with Bug Music was terminated when Bug Music failed to exercise its option within the time frame specified. In the original agreement, Bug Music agreed to pay Mars some money in advance and to publish his songs in exchange for a 50% interest in the copyrights for those songs and for Mars’s promise to deliver a certain minimum number of songs. The agreement further specified an initial term of one year with Bug Music having the option to continue the agreement for additional one-year periods. If Bug Music did not exercise its option within 10 days after Mars fulfilled his promise to deliver songs, and after receiving an “Option Warning” notice from Mars, the contract would terminate for good. In his complaint, Mars shows that Bug Music apparently failed to exercise its option within that 10 day period, perhaps due to its current ownership instability. According to one source, Bug Music also sent an additional payment to Mars along with its allegedly late option exercise notice, which Mars returned (perhaps because he was wise to Bug Music's attempt to form a new contract with new consideration?). Mars is seeking the declaratory order so that he may freely negotiate a new deal with a different music company. Perhaps Bug Music now needs to listen to the opening line of Mars's unrequited love anthem to fully understand his perspective--"Easy come, easy go..."