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Introducing ReFolkUs, a new podcast by Folk Music Ontario, where we talk to artists and music industry professionals about building sustainable careers as creative workers, with a focus on folk.
[00:00:00] Hello, and welcome to season two of ReFolkUs, where we talk to artists and music industry professionals about building sustainable careers as creative workers - with a focus on folk. I'm your host, Rosalyn Dennett. Our guest today is Byron Pascoe. As an entertainment lawyer, Byron has an understanding of creative businesses and how to provide value to creative clients. He has produced television and is active in various film, television and digital production communities, which helps to ensure that he adds value to producer clients.
[ROSALYN]: One of his main areas of focus is music law, working with recording artists, producers, composers, managers, music service businesses, and festivals. He's involved in the music scene and focuses on professional development to help creators understand the business of their craft. He was also awarded the Impact Award at the [00:01:00] inaugural Ottawa Music Awards.
Here's our conversation with Byron Pascoe.
Hi Byron, how are you doing?
[BYRON]: Good. How are you, Rosalyn?
[ROSALYN]: I'm doing very well. Thank you so much for coming to chat with us today.
[BYRON]: Thanks for having me.
[ROSALYN]: There are many streams that one can paddle down in the river of law. What made you decide to go into entertainment law and, and what drew you specifically into music?
[BYRON]: So, before I was a lawyer, before I went to law school, before I thought about law school, I was a television producer. I spent five years running a television production company. doing comedy programming for American Cable, Canadian Networks, internet sites like, I mean, it's like MySpace time, MySpace and YouTube, that kind of thing.
So I was doing that full time. And after doing that for about five years, or shortly before the five year mark, I decided that I'd rather stay involved in entertainment, [00:02:00] but in a different kind of role and the role that kind of made sense for me based on my, life at the time, and just what I wanted to do - an entertainment lawyer made sense.
So I applied to law school and I got in. There are a few annoying parts about law school, but definitely one of them is the rounds of LSATs and applications. So, did that, got in. Went to law school, and at the end of law school I worked for a general practice business law firm, and shortly thereafter, got connected to a person, Mark Edwards, who had recently started an entertainment law firm in Ottawa.
And we met, connected, and he hired me shortly there afterwards, and that was that. So for the last ten years I've been practicing entertainment law. But really, I came at it from a different part of the entertainment industry generally. And at the beginning I wasn't doing any music law but I started to get asked about various music things.
And then just, you know, you get involved and then you do more and more. You meet more people. You go to events. You speak at conferences. You write articles. You, you know, go on podcasts. You learn a lot more.
[00:03:00] And eventually it became the thing that I was doing most of the time. I still do a lot of film and TV work.
I still work with producers of animated kids content, horror films, and kind of everything in between. But I also do a lot of music. So I work with various different kinds of players in the music ecosystem. So, it wasn't that music law kind of drew me in. It was more entertainment law broadly, but I do have a musical background, in that I used to do a lot of musical theatre, back in the day, I wouldn't call myself a singer, but I did musical theatre and I don't play any instruments, but, that's kind of what drew me to what I'm doing now.
[ROSALYN]: You know, in our pre conversation, you were saying, oh, I've had a day and, you know, I imagine that most days are pretty busy for you. Could you take me through like an average day for you as an entertainment lawyer?
[BYRON]: For sure. and this is probably similar to different kinds of professionals, whether they're, you know, in any kind of role in any kind of organization. But, you know, you kind of go into the day with a few different meetings set, probably some things you want to get done. And then a [00:04:00] lot of the day is spent kind of, dealing with fires that have come up out of nowhere.
Things that are urgent, that are needed here or there. Today a client emailed me saying they need a corporation set up today. So, part of my day was just dealing with that and making sure that by the end of the day they have a corporate entity set up for a deal they're doing.
And it's a lot of triage like emails and phone calls that come in. You know, we're all, you know, inundated with emails, me included, but I'm not the only one. So just kind of, you know, making sure that when I come in from existing clients or people that I'm talking to, they're responded to in an appropriate way, and I kind of make my list of things I need to do for the day.
So I kind of go in having some agreements to review or agreements to write, things to get back to people on, and then it's a matter of kind of fitting as many of those things in while also dealing with kind of triaging urgent things that come my way. And so, you know, over time, having kind of done this for about ten years now there's just a variety of people across Canada who, either myself or my law firm, is their go to legal partner.
And they call on us [00:05:00] for agreement review, agreement preparation, but also kind of other things that relate to their life as a professional. And we get asked about things that aren't specifically entertainment law and we help them to, you know, deal with those issues. Sometimes it makes sense for us to get involved and sometimes not.
For example, we're involved in some litigation and some defamation claims but we're not criminal lawyers. We're not going to help you, you know, sell or buy your home but we do a variety of transactions that, someone may not think of when they think of an entertainment lawyer. And a lot of that really relates to corporate law.
So we do a lot of corporate services for our clients. So that's kind of, you know, one of the areas that comes up quite a bit as people structure their businesses. And we help them with their, with their corporate needs. So just kind of a roundabout way, you know, at the end of the day, it's like, okay, well here's what I've done today.
Here's what I, you know, still need to work on that came up yesterday. Here's the things that came up today and were completed today and here are the things that, you know, came up today that need to be completed by tomorrow. So it's just a matter of [00:06:00] managing different needs of people.
And, the more we know about people's priorities the better we can make sure that we're delivering on providing value to our clients.
[ROSALYN]: What is an example of a client approaching you for the first time? So let's say they're not a client yet and you're like, I wish you would have consulted me first. What's the situation that sometimes people enter without consulting a lawyer that you wish they would?
[BYRON]: Probably the most common one is I've signed this agreement, now I don't like the person that I'm now in business with in one form or another. How do I get out of this? And in many of those situations, nobody, like no entertainment lawyer, no manager, no, industry colleague has looked at this agreement before and it's pretty brutal, one sided, hard to get out of.
So that's the thing that I feel bad that, you know, nobody looked at this initially and, like, I have a call tomorrow with somebody. This American music person, allegedly, who, you know, signed a deal with a Canadian. The Canadian is mad about the situation because they were lied to by this [00:07:00] person and were kind of promised a lot and nothing was delivered.
And, you know, now we're kind of dealing with it after the fact of, how do we deal with settling this matter to get this Canadian artist out of this deal with this American shady character. So that's kind of, you know, one big category. I mean, not everybody's shady, but how do I get out of an agreement that I signed that no one ever looked at?
Another category would be that people say, I made this song, I used this beat, I used some sort of original source that I didn't really have permission to use, or that I thought I bought rights for, but I really didn't.
And now this is becoming a big song of mine. How do I deal with it? So there's a lot of that especially in areas like, you know, hip hop for example where people buy or lease beats and Most of the time they're buying less rights than what they think they have so that's a challenge. And people sample music, people interpolate, meaning they kind of, take a different view, or a different, make a different version of a song, or they remix.
People just do a lot of things with other people's content, and [00:08:00] generally they think that just because they're kind of giving praise or giving credit, that that's all that they need to do, which is completely inaccurate. And so, I wish that they would have initially said, oh, I want to put out this song that has this sample, or uses this beat, or, you know, is inspired by this poem, or whatever else.
I wish they had said to me, how do we make sure this is done legally before they put it out into the world? And maybe, you know, a third category, which is definitely a bit more niche, is Hey, I'm going on tour in the U.S. next month. Do I need a visa to perform? Yes, and we need a lot of time to make that happen and it costs a lot more money the less time you have. So that's a thing where, you know, if someone says they're going on tour very soon in the United States, I wish they had talked to me three months earlier so that we can arrange for a P2 visa for, them and their other artists and the rest of their crew with enough time so that it actually is [00:09:00] possible to get done.
And so they're not paying the expedited fees.
So agreements that they entered into that they maybe shouldn't have, music that they use which they really shouldn't have, and, you know, planning to travel to the United States without enough time - those are three of the more common scenarios that I wish people had connected with me or any other entertainment lawyer about previously.
[ROSALYN]: Similar to that when folks are thinking about contracting or reaching out to a lawyer or, kind of imagining when they would put a lawyer on their team or consider a lawyer part of their team in their music business, when do you think that could take place or when should people start considering reaching out to a lawyer because some of the things you're talking about you mention agreements.
So, you know, could that be like a band agreement. Could that be right from the start when you're getting a group together. When do people usually reach out to you?
[BYRON]: I like how you mentioned, you know, a member of the team, and that's kind of what I feel like, a lawyer is and or an [00:10:00] accountant and or a bookkeeper and or a manager and or a parent or a friend who's giving you time. There's a lot of people who are on the team of an artist or a band and a lawyer is one of them. Just like, you know, many other types of players involved you know, literally or otherwise.
So, I do feel like I am a member of the team of many of the clients I work with. For many of them, I'm, I'm really not. I'm just kind of there once in a while, or they may contact me once to help with something and that's it. And, you know, they don't consider me part of their team. But for, you know, for a lot of the clients I work with, I am really part of the team.
So, I do feel that reaching out to a lawyer before you need one is usually a good idea, just to kind of establish some kind of connection. I think it's good to talk to more than one lawyer just to make sure that you feel like that's a good fit for you.
Also that, you know, there's a lot of conflicts of interest. There's only so many music lawyers in Canada. American lawyers tend to think that they can practice in Canada, and they do, even though they're not, you know, supposed to. So, there are a lot of [00:11:00] music lawyers; fewer of them are actually Canadian.
And if you're about to enter into a deal with somebody and the lawyer you're gonna reach out to, happens to be a lawyer for the other party, well, you know, you can't have that lawyer work for both parties. So it's a good idea to know, you know, at least a couple of people. I mean, it's okay to start with one.
But it is a good idea, I think, to know of at least one music lawyer earlier in your career so that when you need them you can call on them. You could just reach out and say ‘hey, you know, I'm an artist. This is what I'm doing. I don't have any legal needs right now but you know put me on your mailing list and let's you know. How do I reach out to you when I need you? How much does it cost to do things?’
You know, ‘are you gonna be at any conferences coming up or we can meet up for a coffee and just kind of get to know each other’? So I feel like it's a good idea to have that kind of discussion first. You know, that generally never happens, few and far between do people actually contact me in that kind of context.
Usually I'm contacted when someone needs to sign, or that they're being asked to sign, [00:12:00] or that they want someone else to sign.
[ROSALYN]: But that's an interesting point. I mean, speaking as a person who's frequenting conferences and happens to organize one myself, it's interesting to point that out. Music lawyers attend conferences and they attend these large gatherings and it's possible that folks don't know that, you're accessible in that way.
So are you open to people reaching out and being like, hey, let's grab a coffee or, or set up a meeting and possibly, I'm gonna make a caveat that maybe sometimes people are afraid that like, oh, if I ask this person to like have a quick chat, they're gonna send me an invoice for
$2,000, you know?
Is it possible to have a consultation just to get to know one another or to figure out if it's the right fit?
[BYRON]: Yeah, so I mean, you know, a few things come to mind regarding the question and I think that a conference is a perfect way to have some in person time with a music lawyer. You know, and there are music lawyers who live, you know, all across Canada. We don't all live in Toronto. There are artists and lawyers all over the country. [00:13:00] And conferences, you know, kind of bring people together. There are some lawyers in Canada who are more active than others, at conferences generally.
But I think it's a perfect time to meet up with a lawyer and you know, kind of early days, I would reach out to some artists that are performing at like a conference or a festival that I'm going to and say, Hey, you know, if I legitimately administer to meet up with them, I would contact them.
I mean, these days, most of the time I spend at conferences are spent meeting with clients I work with for the first time in person. Because we connected, digitally or just reconnecting with existing clients or contacts. It's less about me reaching out to people more about just reconnecting.
I think conferences are a really great way to connect with a variety of potential people you'd work with as an artist, including but not limited to a lawyer. And, the other point about kind of expectations on costs for things. I mean, the way that my law firm works is that, if someone wants to have a [00:14:00] discussion about the kind of services we provide and how we can help them in general, we're happy to do a free consultation call.
We call it a discovery call because we're kind of discovering a bit about who the person is and they're discovering a bit who we are. If someone contacted us and said, hi, I have an agreement. I'd like to have a, you know, a free consultation to discuss this and negotiate this for me. We'd say, well, We don't do that, but, Well, first off, let us know who the other party is to make sure there's no conflict of interest. If there's no conflict, like if we don't represent the other party here, we'd ask them to send us the agreement and we'd give an estimate on the time involved and the cost involved to review it and discuss it with them.
But if someone contacted us and said, hi, I'm an artist. Here's what I'm up to. You know, here's some things I'm going to do throughout the year. And, if no lawyers in your team are going to be there can I set up a time to have an intro chat with one of your music lawyers? We'd say, sure.
Great. Thank you for getting in touch. Can I put you on our mailing list? We would say that, you know, here's our social links. Here's what we're going to, here's what we're up to on our website. We have, you know, the [00:15:00] events we're going to and if there are no events that are coming up.
Whereby it would make sense to meet up together, you know, we coordinate a time to have a video call or a phone call or whatever. So, I'm definitely open to that and I know of other music lawyers in Canada who would say the same thing as me. But, it's very important to clarify with any professional service provider, including a lawyer, of when you're being charged for time or not.
And, uh, a contact of mine recently told me that, you know, I wasn't able to act for this person on a, on a music matter. So I said, you know, here's some other lawyers you could work with and without getting kind of too much detail into this thing, the person got an invoice, you know, they didn't expect to get.
And I'm not trying to call anybody's name, but I'm just saying like, sometimes it's very important to clarify. You know, with a lawyer or accountant or otherwise, what is a paid service and what's not - it’s a very important distinction to make.
And, if a lawyer says to you, you know, I'm happy to do a general legal consultation call and this is the fee it is, then that's what you're being asked to pay. And [00:16:00] if you want to do that, great. If not, then not. So it's really important to know what you are paying and what service you're getting.
But I guess to more directly answer the initial question, if someone called me and said, Hey, can we have an intro chat about, the music industry, here's the event I'm going to, or if not, let's book a time, you know, happy to do that. And that's not something for which I'm providing legal advice and it's not something for which I would ask anyone to pay me any money to have that kind of chat.
[ROSALYN]: Is there some criteria or anything that you would say that people can look out for if they are having a consultation? Is it as important as, let's say, working with your manager that you get along with your lawyer or are there other things you should be asking to find out if you're going to be a good fit?
[BYRON]: It's an interesting question, and I think that you know, just kind of speaking with someone, you can quickly kind of determine if there's a right fit. I mean, there's one client I've had in the last 10 years, and we both knew that we just did not work well together. And so, you know, at the end of the thing we were working on, we both acknowledged, like, this isn't going to work out.
[00:17:00] So, I wish that person well but it just was not going to work out for us to work together. We just had extremely different ways of communicating and expectations of each other. So, that's fine. Not everything's going to work out but before you start to work with somebody you could ask them about, you know, what their communication habits are like, or how they do their billing.
I also happen to work quite late, and so if someone's on the west coast and they can only speak in the evening, that's fine - happy to have a chat at like, you know, midnight or whatever and I've had calls like very late at night because a lot of people have other [00:18:00] jobs and other obligations in their life, childcare or otherwise, and live across the country.
So, I feel like I'm pretty accessible and available in that kind of context. But, it's just important to make sure that you have healthy communication with the people on your team, including your lawyer. And one of the common issues that people have with the legal profession and accounting is that they don't get back to people fast enough.
And that's a problem that as a legal profession, an accounting profession, like we're trying to do better at, and we have obligations to our respective professional societies that require us to be responsive. That's a challenge and some people are just too busy.
I mean, there's an accounting firm I work with and they're at capacity. They can't take on any more, you know, music clients and that's okay. It's good to say no if you don't have capacity. But, you know, speaking honestly with your potential lawyer or accountant or other service provider, if they have time for you, you know, that's an important question and [00:19:00] hopefully you get a response that's accurate and there's no kind of bait and switch thing here if a lawyer says to you you're gonna be the most important client I have you're the only client I have Blah blah blah. It's like well that that person's probably not being you know, truthful. But as I mentioned earlier, there's a lot of different things that are kind of pulling any kind of lawyer in various directions during the day and the more I know about what is a priority for a client and what's not, the better I can help to make sure that, as a whole with the people I'm working with, that their needs are met at the time that they need those needs to be met. And sometimes it just means working, you know, very late. Yesterday was a very long day and maybe not today, but like, you know, you just kind of balance it out to make sure that you're meeting your client's needs, but also your family's needs and your own needs to get, you know, Sleep and have a balanced life.
So, you know, that's what we all kind of want for each other. But it does kind of start with a conversation with your potential lawyer to make sure you're on the same page and kind of speak the same language. Speaking of language, I mean, I don't speak French. I speak a little bit, but I have a colleague who's bilingual.
[ROSALYN]: So you brought up [00:21:00] in a different context, but brought up the word language, which is something that I wanted to get into. Some people are intimidated, we'll say, by legalese or, or that kind of legal language that they can sometimes find on a contract.
I mean, even in whatever terms and conditions we are, we click yes to here and there. Are there some, like, red flags? that people can watch out for if they are, you know, looking at, at a basic music contract. Let's make an example of, like, a live contract or a performance if you were signing a contract with a venue.
Is there, is there some, like, some red flag language that you can look out for if you're signing, like, a pretty basic contract?
[BYRON]: Yeah, no for sure. I mean, I'd say that, you know, for any contract the role that I have is to, number one, see if there are any inconsistencies between the expectations of what someone assumes will be in the contract and what's actually there. And it's about adding things that aren't there that should be there and making sure it's all within the scope of industry standards.
So those are kind of like the things that I [00:22:00] look for or think about. In terms of a live contract what comes to mind is the ability to end it without so called cause, like without an actual reason. I work with a lot of artists who sign agreements whether it's a festival gig or a venue, it's something that I'm not involved in as much.
Like for a lot of the clients I have who are touring, a lot of them have booking agents and managers. And I may be involved in, you know, some of the related tasks, but I'm not kind of reading every live contract that they have. Like, definitely not. I also work for festivals. I also work for some companies that do, booking, let's, let's, let's call it that broadly.
So I'm kind of involved in, all of the different, you know, kinds of players in the ecosystem and a key thing, including related to, the prior pandemic was about who has the right to end this? What happens if it ends? And what happens if I don't do anything wrong, but the other side still wants to end this?
As it relates to what you're being paid [00:23:00] or what you're not being paid and what the timing is with respect to those decisions.
One of the clauses that are kind of common in live agreements relates to force measure, meaning something that's unknown, and not all force measure agreements or clauses are the same. They could be extremely different from each other. Just because a clause has a name, like force measure, doesn't mean anything.
What matters is what it says. And it can be a force majeure clause, or any clause in any agreement, you know, music or otherwise. can be very one sided for one party or the other or neutral or kind of somewhere in between. And the role that I have is to say, okay, well, you know, what leverage do you client have?
What leverage does the other party have? What do you want here? What do they want here? What are the priorities to change? And you know, taking that into account, we would look at the agreement regarding things like termination and force majeure to make sure they make sense. In a live agreement a radius clause can be a pretty important clause.
So radius clause being a clause [00:24:00] that doesn't allow the performer to perform in a certain geography within a certain amount of time before and or after the concert or the show or the gig or performance, whatever you want to call it. And sometimes they're reasonable and sometimes they're not.
But you want to make sure that you're either following the radius clause and if it's not something that you can follow that you get it changed to, you know, better reflect the reality of your schedule. Payment schedule is important with live agreements to make sure that you know when you're paid and what you're paid, what's guaranteed, what's not guaranteed.
It's kind of a hot topic these days regarding merchandise. What you're selling at a show is about, you know, what percentage, if any, the venue gets and what the venue is doing to help to support the logistics of selling merch. So that's a really important one. And you know, if there's some kind of expectations you have about safety, I work with an artist right now who's had to realistically postpone a tour because of some health concerns regarding, what's kind of, you know, In the air so to [00:25:00] speak, so, you know, you want to make sure that if you have certain expectations about certain security things certain health related matters that it's clearly laid out of, you know, what the relevant security and health protocols are If you feel, as an artist, that you want to cancel a certain show because of a certain health related matter, that you have or that it's more prevalent in the community that you're going to, it's important to know proactively, well, how, how does that impact everything here?
How does it impact... The obligation to set a new date if people bought tickets, like how is that being dealt with just kind of like what happens with the money and what happens with patrons in the context of different types of termination of that event. So those, I mean, those are a few things that come to mind regarding live events.
And, you know, based on the fact that I work with different kinds of players in the industry, and even though my most common type of client is an artist, but, you know, I, I'm hardly ever reading live agreements. I come to it with an [00:26:00] understanding of what different parties need and want, and you know, kind of pros and cons here.
If you're a venue or a festival or an artist, in terms of supply and demand, there are a lot of talented people who are artists. There are fewer venues, they're closing up. Festivals are having a difficult time because funding for festivals is always turbulent and unknown at any time, you know, whether this discussion is being listened to, you know, the year it's being taped or years later, there's always going to be challenges from a funding perspective.
And so, everyone's got challenges and, you know, the only way that the ecosystem can work. is if people understand where other people are coming from. And so if you see a contract, and it has a clause that you're unsure about, you know, in addition to talking to your lawyer, you can talk to the other side and just say, you know, why is this here?
Can we talk about, you know, why it's here, what we're trying to protect against, so we can figure out, you know, a meaningful solution to this issue that you have. And a lot of times, whether it's a live agreement or a management agreement or a record label or [00:27:00] publishing or synchronization or a band agreement or whatever else, you know, people get scared or concerned or worried about, you know, certain types of clauses that they, they either just don't understand or that the parties can have a different kind of clause to reach the same kind of outcome that protects everybody but by talking to the other people that you're working with about, you know, why they asked you to sign a certain thing, it generally leads to More transparency and you know a new agreement.
I mean oftentimes people give agreements They've never even read like working with this artist right now and he got this agreement from a film company to have him score a film and Clearly the person who gave the agreement had never read the agreement that they're asking my client to sign like they had Some of the stuff was just ridiculous.
because people just rely on things from previous situations, they take agreements off of, you know, from somebody else. people just don't read agreements. Whether they're the person asking someone to sign or whether they're signing themselves. And so, you know, that's another kind of misconception.
Like, the expectation is that if you're getting an [00:28:00] agreement from somebody, they've read the whole thing and they understand what they're asking you to sign. Like, completely not true. Many cases people give agreements to people and have no idea what they're asking for because they just got it from somewhere else You know the role of a lawyer in that, you know, whether for the person asking for the signature the person who's being asked to sign the role of a lawyer is to kind of say, okay Well, you know, what are you what are we trying to accomplish here?
Let's document this in a way that doesn't have the kind of legal jargon you're referring to. It really is setting out, you know, the business terms of the relationship. And yeah, it does have some so-called general terms that are important in any kind of an agreement, which can be explained to the people involved.
But at the end of the day, an agreement in music or entertainment or otherwise documents a business transaction and includes other general elements, clauses, paragraphs, whatever you want to call it, that outline how people, you know, interact with each other. And, one of the common clauses like that is to say that this is the entire agreement.
This is our deal. we need to change this, we're going to do [00:29:00] in writing. Whatever our deal is, it's here, it's in writing that we're signing. If we want to change it, we need to, you know, as I said, put it in writing and sign it. So, you know, that's something that isn't that complicated of a concept.
It is in most agreements. It might look like it has a bit of legal jargon, but that's the concept. And so, you know, if you're getting an agreement, you know, part of it is just having your lawyer or your, or someone else explain to you what is there and making sure that it makes sense in the circumstances.
[ROSALYN]: That's an interesting point that you bring up about folks who are presenting agreements that they maybe haven't proofread themselves and, especially these days, it could be a template off the internet. It could be that they got AI to write it for them. Who knows?
And I think that that's a, an interesting thing for folks to keep in the back of their mind when they are presented with an agreement because it, it reminds you that you have that ability to negotiate and go back, but it's like, no, you really, people might not actually even know that something's in an agreement that they've presented you with, So, you know, even if you're maybe non [00:30:00] confrontational or maybe aren't used to speaking up for yourself in that way, if you see an error, it might just be a flat out error, not a something that someone's trying to sneak in.
[BYRON]: For sure. There's a lot of young people, everyone, me included, has typos or is given the wrong information or something was just inaccurate by accident. And, the role of the people involved is to say, well, actually, think you meant this, or let's talk about this.
And I was looking at an agreement late last night and this morning and it didn't make sense what they were writing and like, like clearly they were missing a few words There's some open and closed like some brackets that were missing some commas missing and I said my response was I think this is what?
You're trying to accomplish, you know, but you know, let me know and then let's discuss it. You know, I wasn't trying to be rude about it. But I just you know, I was trying to kind of fill in the gaps and you know, correct an error we're all inundated with a lot of information and data and emails and stuff, and things get lost.
Like with a label yesterday, the label said, oh, we get 50 percent of this, and my client responded back saying, actually, it's 25%. [00:31:00] And someone just hadn't read previous emails or just kind of assumed something. And so, definitely kind of getting on the same page about the facts is an obligation of everybody to make sure it's all fine.
Without, you know, we shouldn't assume anything just because it's written by somebody who's competent or, reviewed once by someone who's involved. It doesn't mean that it's perfect. It's important to read agreements. No matter, you know, what role you're playing in a situation. But you know some agreements I get are like 80 pages and it's all this jargon.
So I'm not expecting a client to read that beforehand. I expect that they would say to me, you lawyer read it. Let's talk about it. What do I need to be concerned about? Let's, you know, propose some edits that are consistent with what we're trying to achieve here.
And I'm relying on you lawyer to read the whole thing, but if I get an agreement, that's like one page that's very like basic, that's just outlining some deal terms, I would expect and want the client to read it and tell me, you know, [00:32:00] what's right and what's wrong about the situation. And I, you know, I don't know.
I don't know the deal terms until I'm told them. And so that's why I kind of ask a lot of questions before, during, and after I've read something to make sure that I completely understand what everybody is trying to achieve and what their expectations are of each other. And how we deal with failure with this thing.
You know, an agreement isn't going to deal with every kind of situation but it'll deal with pretty common ones.
[ROSALYN]: So what can someone expect then when they approach you or another lawyer to do exactly that. Let's say they got a contract for a recording deal from a label and it's a big contract and they want a legal set of eyes on it. You know, there's, fees and, and they can get invoiced for time.There's like the word retainer, that you can have a lawyer on retainer. Can you explain a little bit about the different ways that you can hire or engage a lawyer to do something like read over a contract for you or help you negotiate that kind of deal?
[BYRON]: So, I put kind of that [00:33:00] situation into a larger category of someone who has an agreement and they're looking for help with it. And so, if they're an ongoing client, if they are already a client of the law firm and they send me an agreement that they want me to review, if we're already at a stage where they know I'm just gonna, charge them for the time involved and be reasonable about it.
I would just read the agreement, and I would send them my thoughts via email, or I would say, you know, I read it, let's have a discussion about it, and then, you know, figure out the next steps. And, if there's an agreement that I'm reviewing, and that I'm discussing with the client in any kind of way, what I'm gonna do is either to make changes to the agreement, Using like track changes on Microsoft Word, creating what's a so called red line agreement that shows the changes I'm making and I'm adding comments to it and I'm sending it to the other side.
Or I'm preparing an email for the client that they're going to forward to the other side that outlines in broad terms or bullet points to say, you know, here are my five questions or concerns about [00:34:00] the agreement. What's your feedback? Or I'd write an email that the client's going to send kind of pretending as if the client wrote it themselves.
So sometimes I'm involved and no one else knows I'm involved. Sometimes I'm involved kind of, you know, in the background and I'm not, I'm not, I'm not like hiding there. I'm just kind of helping them, you know, to deal with the situation. There's, letters I've written for an organization and they sign it based on, you know, the executive director or the president of the company signs a letter, but like I wrote you know, and I'm nowhere to be found and that's fine with me.
So, you know, sometimes I'm writing, you know, messages or, or draft letters for other people. Clients and they're sending it off But in in terms of the pricing, so, you know, if someone who isn't currently a client of the law firm says to me Yeah, I got this agreement. Can you look at it? What would the cost be to review it?
I would say, you know before you send me anything, who is the other party here? If they're a label out in like Switzerland or the U.S. There's no conflict because we don't represent non Canadians in music, you know, unless they're kind of active in Canada or something. But like, generally speaking, if it's a [00:35:00] record label or publishing company outside of Canada, there's very little likelihood we will represent them.
So if someone got a record label deal from an American label, we would say, okay, well, can you sign the agreement? We'll take a look. I'll take a quick look at it and give you an estimate of what the cost would be for me to review it and discuss it with you. And that would be that, like this phase one of me reviewing it and discussing it with you.
And based on the amount of time that's involved, I would say, well, this is my rate for me to do it or my colleague to do it, and I have, you know, different people on my team with different levels of experience and different, hourly rates for their time. Or here's a fixed fee.
This is the amount of money it's going to cost. Doesn't matter how much time is involved. This is the amount of money that's involved we would ask you to pay in order for us to take these steps of reviewing the agreement and having a discussion with you about it. You may not want us to do anything else after that.
Or you may want us to stay involved by preparing changes to the agreement by corresponding with the other side. in Some situations, like an American label or American publishing company, there's usually what's called a legal advance, which is money that the other [00:36:00] company puts aside to help cover your legal costs.
And so, a variety of American labels and publishing companies have just paid our law firm directly in order for us to provide advice to Canadians who are signing with them. Same thing happens in Canada. It's just kind of, you know, not, not as much or not as common. The concept of a retainer is that when someone's engaging the law firm, we ask them to fill out a client intake form.
Because we need to know our client as a part of our Law Society of Ontario obligations. We need to know who we're providing services to. So once we know our client, which includes, you know, seeing their ID my colleague has a little kind of quick phone call with them on video for them to show their ID, that kind of thing.
And then they'd sign an engagement agreement, which outlines the relationship between that person and our law firm. That outlines the cost and the process, the ability to terminate the agreement whenever they want. There's no obligation to use us.
It just kind of outlines the terms of engagement with respect to an individual or a company hiring our law firm.[00:37:00] And then, you know, let's say a fixed fee for a certain matter. Let's say there's a matter and we've determined that the fixed fee to do this thing is 1, 000. We might say we'd like you to put 500 plus tax or 500 into our trust account that we won't touch, we won't access, but we will use to pay for your first invoice that we send to you.
or We might say we, in this situation, would want you to pay the full thing up front of this fixed fee. Or we might, you know, it kind of depends on the circumstances, but when someone is starting with a law firm. Most, if not all the time, we ask them to pay some kind of fee that's not being held by us indefinitely.
It's going to pay off their invoice. And if they don't ever need the help, or if at any point they want the money back, we send it back immediately. It's not ours, it's being held in trust for them. And then, generally, I mean there's always, kind of, never say never, but generally speaking, we don't ask for any more funds ever to be put into trust.
At the beginning of each month, we send invoices out for the work we did the [00:38:00] previous month. And we just have an ongoing relationship with somebody where if they ask us to do something, we do it. Beginning of the next month, we ask them to pay an invoice that covers the time or the cost from the services provided last month.
So there's no kind of ongoing retainer they have to kind of keep paying back. You know, someone is kind of essentially a client until they... depending on the circumstances, we might kind of formally end the, you know, the legal, the relationship. buT there are just many people that, you know, we do work for when they ask.
And, you know, I might not hear, I might not hear from them for, you know, weeks or months or some, cases years because sometimes people have, you know, one need now and then nothing for, three, four years. Other people I work with, not every day, but definitely every week who are, you know, quite active.
And then, you know, most people are kind of, you know, a thing or a couple of things here or there, every kind of few months or so. There's no minimum requirement of time. If someone needed five minutes every year, then that's what they are. If they needed an hour a [00:39:00] week, then that's what they are too.
Then that's, you know, the arrangement that they have. So, yeah, there's no minimums or maximums. There's just, we try to be as flexible as possible. But, in the context of an earlier question, it's important to be on the same page between, client and the lawyer about what's being provided.
When it's being provided what the cost is and when you're going to ask to be paid on our invoices we ask that they're paid within 15 days and Many of the times that happens and sometimes it doesn't but we want to you know work with people to make sure we're fitting into their budget, but you know If someone can't afford a lawyer, then, can't afford a lawyer right now.
There are services to help and I've, I've spent hundreds of volunteer hours of my lifetime with respect to organizations that provide free legal information. And that's a thing. Like, we don't have, like, pro bono clients that we just work for for free.
You know, we provide a service and there's different lawyers who have different rates. is interested and can't afford it, then great. And, you know, there's other, there's other avenues and other resources that we provide or,[00:40:00] organizations that we send people to if they're looking for essentially free information.
The last thing I'd say about that, you know, is that it's very expensive being an independent artist. It costs a lot more to, you know, make music, market it. Just deal with trying to promote it. there's more costs than there are revenues for a lot of people for a very long time.
And, legal is one of the hundred line items in an artists, you know, budget that, if they had more money, they'd probably have a lawyer do more stuff. But, unfortunately just because someone doesn't have a lot of music revenue income, you know, it doesn't mean that, they can have a free hotel room when they go to tour, or they get a free accountant to do their taxes, or a free lawyer to do their legal work, or a free, you know, stylist to do their hair, or free food when they walk in, you know, it's like, unfortunately you gotta make priorities of, you know, which costs you want to pay for as an independent artist.
This has kind of come up in a related context of a trademark. If someone wants to register a trademark of their band name, I might say to them, you know what,[00:41:00] it might be more worthwhile to put that money into recording than to pay for a registered trademark right now. But, you know, if you could do everything, do that.
It may not make sense to register copyrights with the Canadian Intellectual Property Office, but, you know, you may instead want to, you know, hire that engineer. You know, so, I think that early on people Should probably invest in the music and deal with some of this other stuff afterwards, but It would be ideal to have you know, an unlimited budget to do all the things you want to do And one of those one of those things is having more legal support for the agreements that you're involved in But you know, I do encourage people generally to kind of figure out, what the priorities are on a legal front If you have one main producer figure out your deal with that producer you know if you have a band and you're kind of in this forever and you have a lot of expectations of each other, put a band agreement together.
You don't, you don't need a lawyer to do that. It would help. But, just document your relationships with other people to the extent that you're able. You know, not talking about it is bad. Talking about it is a good start and documenting it via [00:42:00] text or WhatsApp or email is the next best thing.
Having a lawyer be involved is even better. But, I would encourage people to do as much as they can on their own, and where they think that they, need additional support, and it's a priority kind of relationship, that's where you may want to get a lawyer involved to, think about the things that you haven't thought about, and help to, you know, create that insurance that you may need later in your career,
[ROSALYN]: That's fantastic, Byron. Where can folks find out more about you? Or if you mentioned your newsletter a couple times, how can folks sign up for that?
[BYRON]: Thank you for that opportunity. People go to edwardslaw.ca. There's a variety of ways that kind of land you on our website, but it's edwardslaw.ca. And on there you can easily sign up for a newsletter, read blogs, that kind of thing.
On Instagram, it's Edward's Creative Law and on Facebook as well with Edward's Creative Law. So really, if you just kind of Google us and you know, land on the [00:43:00] website or social media of your choice, we're on all the platforms.
[ROSALYN]: Well, thank you so much for chatting with us, Byron, and I hope to see you at a conference soon.
[BYRON]: Thanks so much for the opportunity. I really appreciate it.