From Hall & Oates to Hall v. Oates
If you live on Earth and enjoy listening to music, you’re most likely familiar with Hall and Oates. Whether you listened to them in your youth or were introduced to “Rich Girl” through TikTok, Daryl Hall and John Oates were a pop duo for the ages. Perhaps this is why their current legal battle has baffled and saddened fans worldwide; here is a deep dive into the dispute and how it relates to shared intellectual property rights.
Daryl Hall filed a joint lawsuit and restraining order against former musical partner John Oates in November 2023.[1] Public court filings revealed that Oates attempted to sell his share of the Hall & Oates business partnership without Hall’s permission.[2] A Nashville judge paused the sale of Oat’s shares in Whole Oats Enterprises LLP, pending arbitration in February of this year.[3] The potential sale involves trademarks, likeness rights, social media assets, and record royalty income.[4]
Hall has been publicly vocal about opposing the sale of publishing rights, stating in 2021, “Never sell your publishing – maybe if you’re, you know, 80 years old and you decided to retire, then you can sell your publishing, but I wouldn’t even suggest it then. I don’t believe in that concept – it’s all you have.”[5] Moreover, Hall expressed concerns with how his name and likeness would be used by Oat’s potential buyers, Primary Wave IP Investment Management LLC.[6]
If Hall and Oates are joint authors of their copyrighted intellectual property, can Oates sell his half of the property without consulting Hall? The answer is trickier than you may think. Under intellectual property law, joint authors have a tenancy-in-common.[7]. This means that in the absence of an agreement to the contrary, each co-owner has an equal undivided ownership interest in the work.[8]. Each author can use the work, license it, or sell their share of the profits.[9].
What makes this case different from the others is that, according to Hall, there was an agreement defining the terms of their joint authorship. Hall and Oates put their shared intellectual property assets into an LLC, which became the legal owner of the pop duo’s music, likeness, and royalties.[10]. According to Hall, the creation of the LLC included a contract that stipulated neither could sell their part of the LLC to anybody.[11] Is this agreement legally enforceable? Delaware law (and the LLC is registered in DE) says it is.[12] “Delaware law permits stockholders to contract over their right to sell.”[13]
Delaware General Corporate Law broadly authorizes stockholders to covenant not to sell, subject to reasonableness, which Oates may attempt to dispute here.[14] However, as the duo is famously private about their affairs, and details of their rift were not public until the filing of this lawsuit, it is unclear if there are other provisions in the LLC agreement that would reasonably prevent Oates from disposing of his ownership, such as the right of first refusal.[15] As the legal and musical worlds anxiously await more developments on this dispute, we are reminded that contractual obligations may protect our intellectual property, but they may not save our friendships.
Footnotes
