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Michael Jackson’s agreement with AEG – FRAUD from the very start of it? part 1

March 29, 2011

Part 1

Michael Jackson’s agreement with AEG Live is so crucial for understanding what happened to Michael that looking into it cannot be put off any longer.  

Please prepare yourself for a top serious discussion.

This post is the first in the many I hope to make as I have numerous questions to President of AEG Live Randy Phillips – from why he insisted on Michael attending every rehearsal to what made him fight so fiercely Katherine Jackson’s request to show her the contract they had signed with her son?

I was somewhat disturbed to find information on the web that alongside AEG the attorneys for the Estate also refused to provide Katherine Jackson with a copy of MJ\AEG’s contract. I didn’t doubt for a second that something was terribly wrong with that agreement but never thought that the Estate could be sitting in the same boat with AEG…

After a little study I’ve come to a conclusion that John Branca and John McClain have no other business with AEG except the desire to settle their outstanding matters with them in Michael’s best interests. A couple of things also make me think that they don’t want to go into much dispute with these people at the moment – however this point should be discussed at another time and place.

The fact is, the Estate attorneys could not make the MJ\AEG contract available to Katherine Jackson for a very simple reason – they had no legal right to do so without the consent of AEG as the second party to the contract. AEG was careful enough to specify a confidentiality clause in the agreement which prevented anyone from disclosing its contents to outsiders.

However as is always the case with Michael Jackson’s matters the Estate’s position was presented in the media in a terribly misleading way. The media heavily implied that the Estate attorneys were fully on AEG’s side and the reason for their refusal was the same as that of the promoters:

“Katherine insists she had no choice but to file official documents because, “The special administrators (of Jackson’s estate) have, up to this point, refused all requests,” insisting the attorneys for her son’s estate are “intent on keeping her in the dark as much and for as long as possible.”

The lawyers and promoters she is targeting claim Jackson’s request is “burdensome and invasive.”

The attorneys have also expressed concern that Katherine would not uphold a confidentiality agreement surrounding the concert deal:

 “Without the safeguards necessary to ensure the continued confidentiality of the artist agreement and any proposed modifications, AEG cannot provide such information to Ms. Jackson or her counsel without risking serious harm to its business.”   http://www.contactmusic.com/news.nsf/story/jacksons-mother-wants-comeback-concerts-contract_1111147

AEG cannot provide this information to Mrs. Jackson without risking serious harm to its business???

Is it the Estate which is making the above statement? To me it sounds like the official position of AEG whose business can be “seriously harmed” by disclosing the contract (with terms like those stated in that ‘contract’  no doubt it can).

The Estate attorneys denied that it was them who imposed the restrictions:

“A lawyer for McClain and Branca denied those allegations.

“Nothing could be further from the truth,” wrote lawyer Jeryll S. Cohen. She said the “cornerstone” of Katherine Jackson’s complaint was her inability to view a contract between the concert promoter AEG Live and her son. The contract covered a series of 50 concerts in London as well as unspecified film projects between the L.A.-based promoter and Jackson.” http://articles.latimes.com/2009/jul/29/local/me-jackson-mom29

The exclusive information from Radaronline explained the real reason why the attorneys couldn’t share the contract:

Jul 28, 2009.   Michael Jackson’s will was the subject of a deposition being sought by Katherine because she alleges Branca has yet to turn over her son’s AEG Live contract to her.

A source close to the situation says “the court put off Mrs. Jackson’s request to take depositions,” and that no further discoveries can be made until August 3. The source is also sure that nothing pertinent is being kept from the singer’s mother.   “The executors have no secrets,” the insider said.

“Any inference that we have not been forthcoming in providing information to Katherine Jackson’s attorneys is not accurate,” a spokesperson for the executors said.

Legally, Branca cannot release the contract to Jackson with[out] AEG’s consent. The source says that Londell McMillan, Katherine’s attorney, will not agree to certain confidentiality agreements attached to viewing the document. http://www.radaronline.com/exclusives/2009/07/exclusive-john-branca-deposition-delayed

The official response of the Estate attorneys to Katherine Jackson confirmed that the restrictions were placed not by them, but by AEG:

“The Special Administrators have and will continue to provide timely information to Mrs. Jackson’s counsel regarding potential business opportunities for the Estate. Any inference that we have not been forthcoming in providing information to Katherine Jackson’s attorneys is not accurate.

There is one agreement being requested by Mrs. Jackson’s attorneys where the other party to the contract has agreed to provide the document to Mrs. Jackson and her attorneys but requested that the terms be kept confidential and not be shared with third parties. Mrs. Jackson’s lawyers have refused that offer.”

http://www.businesswire.com/news/home/20090728006506/en/Statement-Howard-Weitzman-Attorney-John-Branca-John

What party are they talking of? AEG Live of course, who demanded that Katherine’s lawyers should sign a special confidentiality agreement which wouldn’t let them sue their company because of the information contained in the contract (which makes me think they expected it):

“In a separate filing, a lawyer for AEG said Katherine Jackson’s legal team had refused to sign a confidentiality agreement that, among other things, barred them from using the information contained in the contract in any legal process other than the probate court proceedings. http://articles.latimes.com/2009/jul/29/local/me-jackson-mom29

Fortunately the matter was resolved in Katherine’s favor in court which ruled on August 3, 2009 that AEG was to provide her with a copy of contract with Michael Jackson:

8/3/2009  The judge has ruled that AEG has to provide a copy of their contract with Michael to Katherine Jackson. http://www.tmz.com/2009/08/03/michael-jackson-estate-hearing-guardianship-debbie-rowe/

This was a historic moment, ladies and gentlemen. The court ruling opened to people the agreement which was never meant for the public eye and which was to remain in secret vaults of AEG for centuries to come. It was only due to Michael’s death and a somewhat chance luck of the judge ruling in favor of Michael’s mother that we now have an opportunity to see this awful document and the highly intricate methods employed against Jackson to coerce him into this ‘AEG deal of the century’.

When I finally got hold of the unredacted version of the agreement (it is part of Leonard Rowe’s book on the jetzi site) the impression it made on me was that of deep sadness and even deeper indignation. Whatever reputation Leonard Rowe enjoys I fully agree with him that this agreement is deplorable from the point of view of the terms forced on the Artist. But in addition to that I believe that it should also go under a thorough scrutiny of legal experts who should check its validity at all.

Please do not think that these conclusions are made by a complete laywoman – the fate had it that the first ten years of my professional life were spent studying business contracts in a foreign-language educational institution, while the second ten years were spent implementing them while working for a foreign company operating here.

Of course none of my experience had to do with entertainment business – however it doesn’t matter that much. The good thing about business agreements is that all of them use standard language and follow a standard format or structure – which is done on purpose:

  •  Standard terms are a way for the parties to speak common language which leaves less room for misunderstanding – each side knows for certain what term stands for what idea, so there is a lesser chance of a dispute over “what means what”.
  • And the formal structure of an agreement is standard because it is the presence of these formal elements which makes the agreement an agreement. These elements enable you to see at first sight what kind of a document you are looking at – part of preliminary correspondence which becomes null and void when the final contract is signed, a letter of intent which states the intentions signed by both sides – but is nevertheless far from being the final agreement – or the final contract where all necessary formal requirements to such a document are strictly adhered to, or otherwise it is no agreement at all.

These formal elements include a list of clauses which are a must for every contract – names of the parties, subject of the agreement, obligations of both sides and penalties arising from their infringement, the validity period of the contract, etc.  

Another crucial and fundamental point of the agreement is that it should be absolutely clear as to who represents each party and therefore has the right to sign it, complete with the legal addresses of these parties.

In short there is no such thing as ‘unimportant details’ there – all formal elements of a document are very much telling and immediately send the reader to a concrete stage of negotiations we are currently looking at.

Thus the final agreement should be absolutely clear as to the subject of the agreement, who signs it on behalf of whom, what obligations are expected of each party, within what period of time, what legal addresses of the parties are, etc.  

If you do not get a clear impression from it about “who answers for what” and “who represents whom” the only message such an agreement sends to the reader is that something is fundamentally wrong with it.

Since I had no idea how Live Performance agreements should look like I did some web search which rewarded me with Standard live performance agreements suggested by the American Federation of Musicians for the US and Canada (here,  here and here) .

The above reading is long and tiresome, so here is a simpler alternative from the site by Joy R. Butler, Esq.  who wrote a book about entertainment law and is giving legal advice to musicians on how to make a live performance agreement. Let us educate ourselves a bit before we look into the Michael Jackson/AEG riddle:

  • When performing live for compensation, it’s a good idea to have a written contract. You may encounter some owners or promoters in smaller venues who refuse to sign a written contract. In these situations, the good news is that a contract for a live performance does not need to be in writing in order to be valid. Of course, for obvious reasons, it’s often more difficult to prove the terms of a verbal agreement. So, if the person hiring you refuses to sign a formal written contract, try to get something in writing – whether it’s a letter of confirmation, a fax or even an e-mail – showing the date and time of the performance and the compensation you will be paid.

It was a big surprise for me to learn that in some cases it is enough to have a verbal agreement about a live performance or just an email defining some terms. However this surely concerns casual performances in ‘small venues’ as the author puts it and not contracts with megastars for multimillion sums at the O2 London arena – so it would be a totally wrong idea to think that a simple email would be enough to cover the contractual relations between Michael Jackson and AEG.

  • Performance agreements frequently come in two parts. The first part lists the most general information for the performance such as the names of the band and hiring person, the place, date, time and the payment terms.
  • The second part consists of one or more riders or attachments providing additional requirements and terms. Riders can be very detailed and run up to 20 to 30 or more pages. They may address a number of issues such as specifications for the sound system and light equipment, procedures for ticket sales, promotional efforts, billing, background music, and food, transportation and accommodations provided for the performer. Generally, very detailed riders are reserved for established musicians who are performing at large venues and have ample bargaining power.

The above was really helpful. This information confirmed to me that the structure of performance agreements is the same as in all other businesses – first come parties to the contract, total number of shows, period within which they are to be held and payment terms. I never doubted it of course but it doesn’t hurt to make sure that live performance agreements are subject to generally accepted business rules.

The specifics come with riders (attachments) which are to state everything relating to how to implement the agreement. These may very long and detailed in case of established musicians and performances at large venues. Since this is exactly our case let us remember this point.

Joy R.Butler explains several other specific things about live performance agreements:

HOW WILL YOU BE PAID

  • Compensation for live performances is normally structured in one of four ways: 1) payment of a set fee 2) a percentage of ticket sales  3) the greater of a percentage of ticket sales or a set fee (the set fee is a guarantee on the minimum you’ll receive for the performance) 4) a set fee plus a percentage of ticket sales.
  • When determining what percentage of ticket sales to request or accept, you’ll want to know at what price tickets are to be sold, how many people are expected to attend the performance, and the number of free tickets the promoter or club owner intends to give away. You’ll also need to know whether you’re getting a percentage of the gross ticket sales or the net ticket sales. If you’re receiving a portion of the net ticket sales, you should ask what deductions will be taken before you get your cut. Preferably, the deductions will be listed in the contract.

WHO’S HIRING YOU

  • You may be hired by a promoter or directly by the venue. A promoter is the person or company who organizes the event, hires you to play, rents the hall and does the advertising. When a promoter who doesn’t own the venue is involved, fee arrangements may be a little more complicated because you may be splitting the percentage of ticket sales with the promoter and with the venue.

WHO SIGNS THE CONTRACT FOR THE MUSICIAN

  • If you’re a solo performer, this question is very easy to answer. You’ll sign the contract yourself. As you become more established, you may use the services of a personal manager or talent agent to book your live performances. Managers often ask for a power of attorney to sign contracts on your behalf. You may wish to limit the manager’s authority to sign contracts on your behalf to those contracts of a short duration, standard union agreements, and contracts for which the manager has received your verbal consent.

MERCHANDISING RIGHTS

  • Sales of CDs, tapes and other wares can be a very lucrative portion of your touring and live performances. The sample contract below provides that all merchandising income will go to the musician. However, some clubs may charge a portion of the revenue you receive from selling your merchandise – up to 40 percent.

The example of a basic contract provides some additional important information – like the need for parties to state their business addresses, a requirement for the promoter to provide a deposit (or the musician can even cancel the performance) and the need to obtain a written approval of the musician if the performance (or rehearsal) is being recorded by him.  

I wonder if Randy Phillips obtained a written approval of Michael Jackson before filming his rehearsals by two cameras and why he was doing it…

Here is a sample of a live performance agreement (please take a good look):

THIS PERFORMANCE AGREEMENT is made and entered into as of _________________, 20__, by and between __________________________, whose business address is _________________________ (“Purchaser”) and the musical group or performer __________________________ (“Musician”), whose business address is _____________________________________. In consideration of the mutual covenants herein contained and, intending to be legally bound hereby, the Purchaser and Musician agree as follows:

1) Engagement. The Purchaser hereby engages Musician to render a musical performance (the “Performance”), and Musician hereby agrees to render such Performance under the terms and conditions specified herein.

2) Individuals Comprising Musician. Musician consists of the following individuals:

……………………………………………………………………………………………………..

Musician’s obligation to perform hereunder is subject to the unavailability of Musician as a result of sickness, accidents, acts of God, and other reasons beyond Musician’s control.

3) Location of Performance. The Performance will take place at the following location:

Name: _________________________________________________
Street Address: ___________________________________________
City/State/Zip: ____________________________________________

4) Date and Time of Performance. The date of the Performance is ______________, 20___. The venue will be available for set-up on (date) ______________ at (time) ________. The Musician will play ____ sets as follows:

Set Start Time Ending Time
1    
2    
3    

5) Payment. In full consideration for all services rendered by Musician at the Performance, Purchaser agrees to make the following payment in U.S. funds to Musician (select one):

___ Set Fee. A set fee of ______________________ Dollars ($______).
___ Percentage of Ticket Sales. An amount equal to ___ percent of the (select one) __ gross __ net ticket sales.
___ Percentage of Ticket Sales With Guarantee. The greater of (a) ___________________ Dollars ($_____), or (b) an amount equal to ___ percent of the (select one) __ gross __ net ticket sales.
___ Set Fee plus Percentage of Ticket Sales. A fee of ______________________ Dollars ($______), plus an amount equal to ____ percent of the (select one) __ gross __ net ticket sales.
___ Other. (specify) _____________________________________.

a) Deposit. Purchaser will pay ___________________ Dollars ($ _____) of the payment to Musician as a deposit by __________________, 20___. If Purchaser does not pay Musician the deposit, Musician will have the option of canceling this Performance Agreement with no further liability hereunder to Purchaser.

b) Payment of Balance. After the last set on the date of the Performance, Purchaser will pay Musician the remaining balance of the payment in cash or by money order or certified check made payable to ______________________________.

c) Definitions. For the purposes of this Performance Agreement, the following definitions apply: Gross ticket sales means the sum of any and all monies paid for admission to the Performance. Net ticket sales means gross ticket sales minus the actual cost to Purchaser of the following expenses: _________________________________________.

6) Merchandise. At Musician’s option, Musician may offer CDs, tapes and other items for sale at the Performance. Musician will retain all proceeds from such sales. To facilitate Musician’s merchandising, Purchaser will provide a table and chairs set up in an easily accessible and visible area of the venue.

7) Cancellation. In the event Purchaser cancels the Performance less than _____ weeks prior to the scheduled date, Purchaser will pay Musician a sum equal to (select one) __ ___________________ Dollars ($ ____) __ ___ percent of the set fee specified in paragraph 5. Upon payment of the cancellation fee, Purchaser will have no further liability to Musician hereunder.

8) No Taping of Performance. Purchaser will not, nor will Purchaser allow others to tape, record, reproduce, or transmit in or from the premises in any manner or by any means, the Performance without the written approval of Musician.

9) Miscellaneous. This Performance Agreement and the attached rider(s), if any, set forth the entire agreement between the parties, and may not be amended except in a writing signed by both parties. This Performance Agreement will be governed by and construed in accordance with the laws of the State of __________, without regard to the principles of conflicts of law. In any action or proceeding involving a dispute between the Purchaser and the Musician arising out of this Performance Agreement, the prevailing party will be entitled to receive from the losing party reasonable attorney’s fees.

Musician and Purchaser have each caused this Performance Agreement to be signed by its duly authorized representative.

PURCHASER MUSICIAN
_______________________________ _______________________________
(Name of Purchaser) (Name of Musician)
   
(Signature of Authorized Representative) (Signature of Authorized Representative)
_______________________________ _______________________________
(Printed Name and Title) (Printed Name and Title)

http://www.colomar.com/Shavano/performeragreement.html

1) After learning a little theory it is now time to compare “how it is usually done” with “how it was done” between Michael Jackson and AEG Live.

Their agreement is much more complicated of course, but all formal elements of an agreement should be still there by all means as this is what actually makes it an agreement and a legally enforceable one too.

I suggest analyzing the text as it comes (the way the Artist would do it) with only an occasional jump to the follow-up clauses or attachments.

Since we have two copies of the agreement – the heavily redacted ‘radaronline’ version and a full one from Leonard Rowe’s book “What really happened” – comparison between the two will give us the additional benefit of seeing which parts of the agreement were intentionally blacked out, thus suggesting ideas as to why this could be done (the parts erased in the radaronline variant will come in a lighter font). Here is the beginning of the MJ\AEG document:

January 26, 2009

                                                 MICHAEL JACKSON

The Michael Jackson Company, LLC

1875 Century Park East, Suite 600

Los Angeles, CA 90067

Tel: (310) 284-3144

Fac: (310) 284-3145

Attn: Dr. Tohme Tohme

             Dear Dr. Tohme,

            This agreement (this “Agreement”) is entered between…

Wait, from the very first sentence this “agreement” astonishes you by the total absence of all standard features of a formal contract!  It comes in the form of a letter which isn’t even addressed to Michael Jackson but is sent to Dr. Tohme whose position in relation to Michael Jackson and his company is not even specified here!

What does such an opening mean? It means that anyone looking at it will think that this document is part of preliminary correspondence only and will involuntarily relax as to the consequences of its signing.

Even if this letter is not a casual one but is a Letter of Intent (which does resemble a contract) the latter is still no agreement and signing it seals only the Artist’s intention to go into an agreement with the other party along the lines mapped out in the letter.

Definition of a Letter of Intent:

  • A letter of intent or LOI is a document outlining an agreement between two or more parties before the agreement is finalized.  It is typically written in letter form and focuses on the parties’ intentions. 
  • LOIs resemble written contracts but are usually not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as non-disclosure agreements, a covenant to negotiate in good faith, or a “stand-still” or “no-shop” provision promising exclusive rights to negotiate. A LOI may also be interpreted as binding the parties if it too closely resembles a formal contract. http://en.wikipedia.org/wiki/Letter_of_intent

 The purposes of an LOI may be:

  • to clarify the key points of a complex transaction for the convenience of the parties
  • to declare officially that the parties are currently negotiating, as in a merger of joint venture proposal
  • to provide safeguards in case a deal collapses during negotiation  

Anyone involved in business knows that all letters prior to the final contract become null and void when the contract is signed – so the value the reader (the Artist) will attach to such a paper will be immeasurably lower if he thinks that it is only part of correspondence or a preliminary document like a letter of intent.

If you couple the impression the reader (the Artist) gets from the first page of this document with the impression of the last page of it, you will see that the Artist had every reason to believe that what he was looking at was no final contract at all but a preliminary document outlining the main directions of further negotiations.

The last page explicitly states that the final agreement is still to be discussed and signed ‘expeditiously” (quickly) and “in good faith” (honestly):

  • “By signing below each party acknowledges its agreement to the foregoing and agrees to negotiate the definitive agreement expeditiously and in good faith”.

The dictionary explains the word “definitive” as “final; to be looked upon as decisive and without the need for, or possibility of, change or addition”. And this means that by signing that document Michael Jackson agreed to negotiate further for a quick and honest signing of the final agreement.

Why is it so terribly important to determine what document was Michael Jackson looking at? Because it will help us understand how he was interpreting its terms and conditions and what value he was attaching to the signature he was putting under them.

From everything we’ve seen in this paper up till now it does look like nothing but a Letter of Intent.

2) The letter is signed by Brandon K. Phillips who closes it in a manner typical for a letter –  “Very truly yours”  addressing it evidently to Dr. Tohme, to whose attention the letter is sent. Phillip’s title and company are specified below his signature but no indication is made of his company’s legal address.

Again, if this document were regarded as an agreement this would be another negligent point as the address printed on top or bottom of a standard company’s form isn’t the same as the company’s legal address specified in the text of the agreement. The office may be located at one place and the company may be registered at another place so its legal address may be totally different from the one printed on an office form.

So in addition to having a greeting typical of a letter, the absence of such formal details as a proper address could also misguide the Artist into thinking that this was just a preliminary document, especially if his advisors persuaded him to look at it this way…

3) All these inaccuracies are very dangerous indeed.

Despite coming in the form of a letter “as a matter of law, contracts do not need to be labeled as such to be legally binding”, so unless the matter is disputed in court, it might still turn out to be an agreement and the Artist’s signature under it can make the obligations stated there legally binging on him, even if he is under the impression that he is signing a letter of intent only. 

The very first question arising from all this controversy over the formal structure of this document is why AEG would want to present an agreement in the form of an ordinary letter?

Since a hypothesis that AEG didn’t know how to make contracts doesn’t hold water, the only other explanation why this agreement was masquerading as a letter is that it was an intentional and fraudulent method to force Michael Jackson to put his signature under it.  

Someone wanted very much to pass this document for a piece of preliminary correspondence and make the Artist think he was signing a letter of intent only - the terms of which are far from being final and can be renegotiated at any time – while in reality the follow-up text included many details which made the obligations taken by the signor of the document legally binding on him.

In short if an Artist thinks that he is signing a letter of intent only it is much easier to obtain his signature under such a preliminary document. And if they want him to sign a contract but present it as a letter of intent it means that it is an intentional fraud.

Usually legal attorneys are standing on the Artist’s guard to prevent such accidents from taking place but this was evidently not the case with Michael Jackson. I really start wondering what his legal advisors were thinking of when they were giving their okay to this document (if they ever gave their okay of course) … 

4) More proof of the intentional fraud on the part of those who were preparing this agreement  is found in the opening part of it which names parties to the contract. This is what it says after the initial greeting (which shouldn’t be there at all):

Dear Dr. Tohme,

            This agreement (this “Agreement”) is entered between AEG Live, LLC dba Concerts West, a Delaware limited liability company (“Promoter”), on the one hand, and The Michael Jackson Company, LLC, a Delaware limited liability company, (Federal Employer Identification Number 20-5536902) (“Artistco”) furnishing the services of Michael Jackson (“Artist”) and the Artist, on the one hand, as follows: …. 

So the parties are described as:

-        AEG Live, LLC dba Concerts West, a Delaware limited liability company (“Promoter”), on the one hand, and

-        The Michael Jackson Company, LLC, a Delaware limited liability company, (Federal Employer Identification Number 20-5536902) (“Artistco”) and Artist on the other hand (please note that the Artist is mentioned somewhat in passing, as there is no name given for him though it should be there).

What attracted my attention first was the word “dba” I never encountered before. It turned out to mean “doing business as”. The definition of DBA is as follows:

  • The LLC means Limited Liability Company, a name given to all corporations that have limited liability advantage. However, the DBA is a different thing. DBA means “doing business as”.
  • DBA is sometimes also called Assumed name, Fictitious Business Name and Trade Name. If any business is not working with its legal name than registering for DBA is compulsory. The legal name is the name by which the LLC is registered in the filed articles.
  • Therefore, by filing LLC DBA, the company can work under any other name than its legal name. http://llcdba.net/

Interesting… So for some reason AEG Live decided to work not under its legal name but as some “Concerts West”? And in addition to that the federal identification number is specified only for Michael’s company while AEG Live will be doing business as some vague “Concerts West” even without its federal identification number mentioned?

Now again, if this was supposed to be a letter no one would expect exact information about the companies stated there – it is simply ridiculous to enumerate all those numbers in every casual letter. But if this was supposed to be an agreement full information should be provided there by all means and for both of the companies too. However what we see above is a strange hybrid where Michael’s company is identified in detail while information about Concerts West is practically none.

Why is this strange focus on Michael Jackson’s company only?   

Does this mean that “Concerts West” wanted to be someone vague and not associated with AEG proper (it may be crucial in financial disputes where some little ‘bastard’ cannot answer for its giant ‘parent’) while Michael Jackson’s company was identified in detail – so that if it comes to something serious (like suing it or acquiring its assets)  no one should ever, ever doubt what company is meant?

This negligence in stating the parties properly may have again implied to the reader (Artist) that this was nothing but a letter where such omissions are natural – but in case it was to be regarded as an agreement its consequences could be really serious. Michael’s company is defined properly while the Promoter is represented by we don’t know whom – AEG Live, or Concerts West, or both, or none as no identification numbers are given for either of them…

5) What else is wrong about the definition of the parties?

 The highly unusual thing is that there is no indication of who represents each party and who is therefore to sign the agreement on their behalf.

I may sound too old-fashioned but in my time we were not allowed to have a contract signed between X and Y companies without first saying who personally represented each company and then have signatures of a Mr. Jones for one party and a Mr. Smith for another party. How were we supposed to know who these people were if they were not specified as the official representatives of each party first?

Since no assumptions are allowed in business agreements, it is usually a complete must to state the persons representing each party in the agreement. The US practice may be different of course but this requirement is still obligatory for the EU Commission for example, whose standard contract requires stating the name of a person representing them and specifically says that this is done for the purposes of signing the contract:

CONTRACT NUMBER …. 

The European Union (hereinafter referred to as “the Union”), represented by the European Commission (hereinafter referred to as “the Commission”), which is represented for the purposes of the signature of this contract by Mr. Heinz Zourek, Director General, Enterprise and Industry Directorate-General, of the one part and (the company and who represents it on the other part)

http://ec.europa.eu/enterprise/newsroom/cf/document.cfm?action=display&doc_id=6050&userservice_id=1

Similarly if Dr. Tohme (for example) was representing the Artist and acting on his behalf the capacity in which he was working for the artist should have been definitely stated in the agreement (the way it is done in the Standard Live Performance Agreement cited earlier in this post).

However all we know about Dr. Tohme is that he is often mentioned in this strange document as “Dear Dr. Tohme Tohme” and “Attn: Dr. Tohme” with no information who the  mysterious guy is and what he is doing in this paper.

In contrast to Tohme, Randy Phillips and Michael Jackson as official representatives of the parties are not mentioned at all (at least on page 1) and the only context where Michael’s name is ever stated is that “Artistco” is to furnish the services of Michael Jackson….

Let me point out again that for preliminary correspondence all this gross negligence is perfectly okay – it would be even ridiculous to state the capacity of each person in casual letters – but for an agreement between the parties it is totally unacceptable and even outrageous to say the very least.

This might be another proof that some people wanted to convince the Artist that the document he was signing was preliminary as it didn’t have the necessary formal elements of the final agreement at all.

6) Who is mysterious Dr. Tohme under this paper?

Can you grasp from this document what position Dr. Tohme holds with Michael Jackson’s company?  No, of course not. The casual way he is mentioned here shows that he is a legal nobody for this agreement (if it is an agreement). The only thing which more or less connects Dr. Tohme to Michael Jackson’s company is the name and address of the company stated in the headline of the letter and the greeting “Dear Dr. Tohme” addressed to him.

However a mere assumption that a certain Dr. Tohme is working for this company and may represent its interests won’t do for a business agreement (again if it is an agreement). Unless Dr. Tohme and the capacity in which he is operating for the company is officially stated in this document he is still a nobody for it and his presence in the agreement is simply out of the question.

But on the other hand this strange paper produces the impression that the mysterious Dr. Tohme is not only an active participant in this business deal but is the sole representative of the “Artistco” party as all notices about approvals and consents required for the agreement are to be sent solely to him (and a certain Mr. Dennis Hawk) as clause 16.8 explicitly states it:

16.8 Notices. All notices, approvals, and consents required or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing, and shall be deemed duly given or made (1) upon delivery or refusal of such delivery of such notice by a recognized courier service …  (ii) upon personal delivery … or (iii) upon delivery by fax machine capable of confirming receipt …, and in each case addressed as follows (or at such other address for a party as shall be specified in a notice so given): 

The above cannot be regarded as legal addresses of the parties– all we see here is information about the persons through whom all further correspondence is to be maintained.

If this document were a Letter of Intent the above would be perfectly okay, however if it were an Agreement it would be totally wrong to state the addresses this way – usually the legal address is either provided together with the name of the company and its representative (please look up the Standard Contract again) or below the signature of its authorized representative.

And in all cases of course it should be clear as a blue sky who the enumerated people are and what they are doing in this official aper.

All of the above is missing here, however the information contained in this clause is still quite enlightening as it proves to us that all correspondence for the Artist was carried out solely through Dr. Tohme Tohme and a certain Dennis J. Hawk who were evidently the only two guys who were handling Michael Jackson’s business with AEG.

The capacity of Mr. Dennis Hawk is not specified here either and all these omissions confirm to us again and again that what the reader (Artist) was looking at was most probably a Letter of Intent or a document which was pretending to be one – and surely not the final agreement between the parties.

Which is another proof that AEG, Tohme Tohme and Dennis Hawk didn’t want Michael to know that the Letter of intent he was reading would be later turned into the final Agreement.

7) But the worst part of it is yet to come.  If the document we are looking at is indeed a binding agreement, then clause 16.8 which we’ve just read will acquire a totally sinister meaning. 

It says:

  • “all approvals and consents … with respect to this Agreement …shall be deemed duly given or made upon delivery by fax machine capable of confirming receipt”.

This means that if someone acting on behalf of Michael Jackson sent a written approval or consent by fax to AEG Live, the moment the fax machine at the AEG end confirmed its receipt such an approval would be automatically regarded as duly given or made by Michael Jackson and his company.

And if we recall that all correspondence was handled solely by Dr. Tohme (with the knowledge of Dennis Hawk) …. my God ….. then technically speaking both of them could take decisions for Michael Jackson even without him knowing about it!

Of course Michael Jackson was to still sign such an approval personally, however clause 16.9 (the last clause of the document) effectively nullifies such a requirement as it says that photocopies of signatures will be regarded as the originals – thus giving vast opportunities for forgery of Michael Jackson’s signatures on those approvals:

16.9  Counterpart/ Fax Signatures “This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and facsimile copies or photocopies of signatures shall be as valid as originals”.

 Taken separately point 16.9 seems to refer only to the signatures under the present ‘agreement’ but since it immediately follows point 16.8 which says that “all approvals sent by fax will be deemed duly given or made” it may be easily interpreted as a permission to send all Michael’s major approvals with only a fax signature under them…

This is a highly surprising practice because anyone can forge the signature of his boss by sealing two documents together, making a copy of the resulting sheet and sending it by fax.

However law finds emailed signatures possible and even valid – the only thing it suggests for fax or email signatures to be proved genuine is making a call to the other party and confirming is as authentic. Attorney Cliff Ennico explains it in this video: http://video.answers.com/learn-about-electronic-signatures-126740058

Unless such a precaution is taken this clause gives tricksters ample opportunity for fraud and something tells me that our dear old Dr. Tohme was not above using it a couple of times in case Michael Jackson was especially stubborn in not giving his consent to AEG’s proposals….

By now your head should be spinning because of the numerous irregularities found in this document. So let me review them again point by point:

  •  this document has been intentionally given all formal elements of a Letter of Intent. In contrast to a contract the signatures under such a letter do not make the obligations stated there binding on the party which signs it.
  • the Artist could have been misguided as to the true intent of that paper, and neither legal advisors nor the mysterious Dr. Tohme stopped him from doing so.
  •  in spite of looking like a letter, this document seems to be the only one available to AEG (they gave it to Katherine Jackson following the court ruling), so this is all they have as their “final agreement”.
  • on the other hand there is a special point in this Letter saying that the final agreement is yet to be discussed and signed.
  • the fact that AEG has nothing but this paper shows that Michael Jackson never agreed to the terms proposed in AEG’s final version of the agreement.
  • one of the surprises of this document is that AEG didn’t want to go under its legal name and suggested Concerts West instead, not even giving any federal identification number for it.
  • on the other hand the information about Michael’s company was stated in a very definite way complete with all its numbers.
  • the agreement is made not so much with Michael Jackson, but with Michael Jackson’s company.
  • no official representatives for the companies are stated in the document, so why Randy Phillips would sign this letter for “Concerts West” is not clear enough (this, however, may be okay if it is a rule for the president of a parent company to be also president of the dba version of it – I simply don’t know it)
  • Dr. Tohme Tohme is the only person who seems to be acting on behalf of Michael Jackson and his company. A certain Dennis Hawk is also mentioned as a recipient of all copies of the documents involved.
  • the document doesn’t explain who these guys are. Legally speaking both Dr. Tohme and Dennis Hawk are a nobody here as their identity, functions, legal address and what they have to do with Michael Jackson’s company are not stated in any way.
  •  but despite that they are not only the ones who receive all approvals and consents from AEG Live, but they are also the ones who are “required and permitted” to send approvals and consents to AEG and not only on behalf of Michael Jackson, but on behalf of Michael Jackson’s company too.
  • all they need to do to finalize matters between AEG and Michael Jackson’s company is just a photocopy of Michael Jackson’s signature which will be regarded as the original.
  • and the approvals and consents sent in such a manner will be considered duly given or made not even by Michael Jackson personally, but by Michael Jackson’s company (with all its valuable assets!).

Did we understand it right? Dr. Tohme as a complete nobody for this agreement sends by fax all approvals to AEG on behalf of Michael’s company and these approvals are considered to be properly made?!

Amazing….

I have no doubt whatsoever that if Michael knew that the document he was signing would be the final agreement between the parties he would never have signed it.  But what did he know about this document? And under what circumstances did he sign it?

8.)  It is clear by now that Michael was highly misled by the format of the document (anyone would). It started as a letter and finished as a letter – with no legal addresses provided, no official representatives mentioned, no identification numbers given for AEG or Concerts West …. And the last paragraph of the paper said it most explicitly that “by signing below each party acknowledged its agreement to the foregoing and agreed to negotiate the definitive agreement expeditiously and in good faith”.

Judging by the above each of us will agree that Michael was most probably thinking he was signing a preliminary document only and believed that he would have a chance to negotiate the terms of the final agreement later.

However the last page does say that by putting his signature the Artist agreed to the “foregoing”…. What does this foregoing mean?

Frankly, when signatures of the parties come on a separate sheet of paper and when such document is not signed personally in the presence of both parties (and is sent by fax only) “the foregoing” can mean anything you like.

I don’t want to press on you the idea that another fraud could have taken place here – all I know is that special precaution is usually taken not to put signatures on a separate sheet of paper, because it is too easy to attach such a paper to any text preceding it.

In Michael Jackson’s case the page carrying signatures does come as a separate sheet of paper. Well, there is no way I can prove that Michael could be given a different text to read before signing it, but you will probably agree that theoretically such an opportunity was possible.

For you not to regard it as a malicious speculation on my part here are some other things about the last page of this document which look totally weird to me.

All I know is that our banks don’t accept documents with so big a disparity between signatures…

Since Randy Phillips was writing a letter to Dr. Tohme I naturally assumed that he signed it then and there as any normal person would. However after a closer look at the last page I realized with a 100% certainty that this was not the case with this letter.

The proof of it is very easy – just look at the place where Randy Phillip signed this paper. Do you see a strange stroke before his signature?

Yes, your guess is right – Michael started writing in the place allotted to Randy Phillips, and it was only after he realized he was signing it in the wrong place that he moved to the line assigned to the Artist – which is in the right-hand corner of the paper.

So when Michael was signing the paper, the place for Randy Phillips’s signature was blank and Randy Phillips put his signature later which is why his name comes over Michael’s initial attempt.

 Why should Randy Phillips send his letter to Dr. Tohme unsigned will still need to be looked into (it may be meaningful or may be not), however the order in which the signatures came may be considered an established fact – Michael signed first, Randy Phillips signed second. 

Another weird thing about the last page of this document is that Michael’s signature on the right (where the Artist represents himself only) looks quite genuine, while the signature on the left (allegedly put by Michael Jackson on behalf of his company) raises a very big question as to its authenticity.

 There are several Michael Jackson’s signatures in the pack of documents making up this highly unusual “agreement” and for some strange reason out of the several of them, only one and the crucial one – for Michael’s company – looks decidedly different from all the others.

Here are Michael’s authentic signatures. This is the last page of the promissory note which is a “written, signed, unconditional promise to pay a certain amount of money on demand at a specified time”. Michael received $6,2mln. from AEG and promised to return it under this note when its term expired – and since AEG’s own millions were involved THIS paper was made according to all rules. Its first page gives the date and L.A. California address, and its last page refers to Superior Court of California where all dispute are to be settled. It also states that Michael Jackson is "an authorized representative" of the Michael Jackson Company, LLC and Michael Jackson represents Michael Jackson, "an individual". I wish they were that specific in their “agreement” and not only in respect of Jackson…

Please compare the above two signatures with the other two made on the promissory note:

In my humble opinion the signature in the first picture – where Michael Jackson was to sign for his company –  isn’t his handwriting at all, and if I were in the place of Jackson’s family I would put that signature to a graphology test.

Given that the main contracting party with “Concerts West” was Michael Jackson’s company and not Michael Jackson himself, any such doubt in the authenticity of his signature on behalf of his company may turn out to be the crucial factor in disputing the legal force of this “agreement”.

Given that all signatures could have been sent to AEG by fax and that  there was no need for their verification or personal presence of the Artist while signing the approvals, you will probably agree that there was ample opportunity for forging this signature.

Given that Dr. Tohme was named as the only person able to handle Michael Jackson’s correspondence there is nobody else who could have forged that signature but him (though the other side’s involvement is not ruled out either).

Given that all copies of the approvals with signatures on them were to be sent to Dennis Hawk, Esq. (I’ve just been told that he is Tohme’s attorney) we have reasons to believe that he as a lawyer turned a blind eye on all those irregularities in the agreement and on the strange signature too.

Now that we see so many inaccuracies in this paper it wouldn’t surprise us why Michael Jackson was so dissatisfied with the services of Dr. Tohme Tohme that at the moment of his death he was “in transition” from Dr. Tohme to Frank Dileo and John Branca.

And I wonder very much indeed if all those who were involved in preparing this ‘agreement’ were happy to see things taking a turn in the direction of a new and brilliant lawyer taking up that case…

69 Comments leave one →
  1. Roger permalink
    June 1, 2013 10:10 am

    I honestly dont see any problem in any contract to be read to the all world if nothing is wrong with it, like fraud, misleading, lies.

  2. lcpledwards permalink
    September 7, 2011 5:13 am

    Helena,
    Please check the gmail account and reply to Joan’s question when you get a chance. She sent us a question regarding the AEG contract, and I told her that you’d reply to her soon. Thanks!

  3. June 30, 2011 11:06 pm

    “I finally found it, Thank God! Its under the April ’10 Posts & its titled,’Confidentiality Settlement’”

    KeeKeeLou, I am sorry I didn’t have time to help you look for it. I sometimes get lost in the blog too and have to search for posts using the key words in “search” (like you probably did). So here it is : http://vindicatemj.wordpress.com/2010/04/28/mjagreement/

    The text of the confidentiality agreement was taken from the Smoking gun, and the only correction I made was putting in the names of June and Evan Chandler in the places where they were erased in the Smoking gun version (they always come in the brackets though). Initially I made a mistake by adding a Chandler’s name to the Guardian ad Litem while it was actually a judge who was nominated for that role.

  4. June 30, 2011 9:05 pm

    Nevermind I finally found it, Thank God! Its under the April ’10 Posts & its titled,’Confidentiality Settlement’. Thank God you guys had made this site & Im so glad it exist!

  5. June 11, 2011 10:30 am

    Thome-Thome was fired by Michael on May 5th 2009,still continued as spokeperson and I don´t know what,showed up at the hospital on 6.26 2009
    as well.He had previously told Michael to concentrate on his dance and song only
    and,he,Thome–Thome would take care of aLL business related matters.
    There are so many cute stories spun around the hiring of murray that it is difficult to know the truth.
    See meeting at Michael´s on June 20 2009 ,who attended and what was said to Michael.

  6. HesOuttaMyLife permalink
    June 11, 2011 2:39 am

    Upon reading this it is more clear to me now why Michael would have possibly re-hired John Branca. Fogery and deceitful manipulation of a legally binding contract. I was very leary of that information before getting some undrstanding of contract law. These crooks had Michael in more of a bind than I initially suspected. He needed someone with a good tract record to bring things into their proper perspective and fight tooth and nail for him.

    Tohme Tohme and AEG, I never trusted from day one. I have been of the strong opinion that they duped Michael because there was no way he would sign that bullshit committing to all those shows and the ones to be “added” at will using virtually all his assets as collateral. No freakin way.

  7. Lyl permalink
    May 30, 2011 9:51 am

    Many thanks to everyones contribution on this subject. Looking forward to follow ups.

  8. Chris permalink
    May 21, 2011 7:57 pm

    @LunaJo

    Thank you for that. When I said it doesn’t exist from the check I did, I meant it isn’t legally registered. Have you checked with the clerks office while doing research it would clear it up 4 me? I don’t live in U.S. so can’t afford long distant phone calls.

    Luna you do a lot of research for your youtube videos (personally I love the ones with Drudge report talking about Sneddon) have you found out what was so great about owning his MJCLLC? Also have you been able to contact Raymone Bain as she was president for considerable length of time. I tried and failed lol.

  9. LunaJo permalink
    May 21, 2011 4:28 pm

    I have researched Tohme as well and I do know Dennis Hawk was Tohme’s lawyer. Tohme’s bussiness is run by him and his wife, Wendy. The company still exists.

    http://www.corporationwiki.com/California/Santa-Monica/tt-international-llc/47501200.aspx

    The legal address for Tt International LCC was the same as Dennis Hawk’s.

  10. May 19, 2011 10:54 pm

    “Tohme Tohme’s TT International LLC DOES’NT EXIST! If you go to this site http://www.lavote.net/CLERK/FBN_Search.cfm Put it in and search it says Fictitous name not found.”

    Chris, this is extremely interesting! One of the readers has also sent me a letter saying that the address provided by Dr. Tohme in that so-called contract with AEG is fictitious too. Or rather the address is okay, only the neighboring business companies on the same floor say that there has never been any Dr. Tohme there (actually it is supposed to be the address of MJ’s company). I couldn’t check up this information so I didn’t publish it earlier, but if anyone has a chance to verify it please do:

    “the address which is the address of the office of Tohme’s firm [this is wrong – it isn’t Tohme’s firm] and or 20-5536902 or both is fake
    ——-
    1875 Century Park East, Suite 600 V
    Los Angeles, CA 90067
    Tel: (310) 284-31-44
    Fax: (310) 284-31-45
    ——-
    this firm [Roark] is at the same floor wt the other two
    ——-

    http://www.bankruptcyattorneyinlosangeles.net/contact-los-angeles-bankruptcy-firm

    yesterday the owner of the firm [Roark] contact me and said that TohmeAEG managers other related to MJ were never at this floor. that means that the details on the contract are fake!”

    I wouldn’t agree with the reader that the address should necessarily be fake ( it seems to be the address of MJ’s company). But if Tohme didn’t make his presence there then it might probably be important for us.

    The site of the ROARK law offices do indeed have the same address but totally different telephone numbers from MJ’s company:
    1875 Century Park East Suite 600
    Los Angeles, California 90067
    T 310 553 2600
    F 310 553 2601

    Can the telephones on one and the same floor of one building be totally different? (I really don’t know the answer so it isn’t just a rhetoric question).
    Is it possible to define which area in Los Angeles the above telephones belong to and are they real at all?

  11. Chris permalink
    May 18, 2011 12:59 am

    @ VindicateMJ

    Right!
    I been doing research and found some things you already know but some things you may not.
    Firstly, Why did AEG want Michael’s management company so bad?
    Well according to the report from the estate the ATV cataog is in a trust called “MJ ATV Publishing Trust” and the Mijac publishings are in “MJ Publishing LLC”.
    Now some may argue that they could of been moved before Branca and the like took over but without looking at history of those LLC’s we must assume this is true.
    There is some other interesting things in the report regarding the Mijac catalog but I cant copy it here but would like to pass on info to any of the admins who want it.

    So why the Michael Jackson Comapny LLC? Is it simply that maybe if you control this LLC you effectivly own Michael Jackson. Which would mean they could make him do whatever they liked? Who knows?

    But this is not all I found.
    According to thelowlynewshoundblog in march 09 (yes I know but has some interesting info).
    Apparently Michael Fired? had Peter Lopez fired somewhere between February 22nd – 26th.
    Why is this relevant?
    Why did Michael sign a contract with AEG in January26th without his legal counsil being apart of it? That June Gatlin tape spings to mind. (I would love to hear all of it)
    Peter Lopez is said to be “the suave Peter Lopez, a highly-regarded entertainment lawyer with excellent Hollywood credentials” – March 16th 2008
    In this article quotes Lopez as being involved in a number of Michaels dealings.
    Lopez confirms that Jackson is in ‘continued dialogue’ with AEG Live.
    ‘All of these I would categorise as preliminary, ongoing discussions,’ he says, over the phone from his office in Los Angeles. ‘Michael is very excited to be moving forward.’

    So Peter Lopez was involved in the negotiations then is completely disregarded when it comes to contract??? Why have a “Highly regarded” lawyer and not put him to work when he is needed? I’ll let you guys chew on that…but wait I will give you 1 more thing.

    Dr? Tohme Tohme’s TT International LLC DOES’NT EXIST!

    If you go to this site

    http://www.lavote.net/CLERK/FBN_Search.cfm

    Put it in and search it says Fictitous name not found.

    Under California law, a fictitious business name filing must occur within 40 days of starting a business. The fictitious name filing must occur in each city or county where the company conducts business.
    Well did Tohme do any business dealings in L.A.?

  12. April 7, 2011 7:25 pm

    “So the question why would MJ agree to those terms and condition?”

    Irielk, the more I read this contract the more I understand that he didn’t agree to them.
    If Michael had agreed to those terms now we would have on our hands a proper contract properly signed by him. But AEG had to make a sort of a compilation out of various papers to produce the impression that it is a contract – but it is not! I wish these papers went to court one day and were assessed by professional lawyers. I strongly suspect they will find this ‘contract’ invalid and fraudulent.

    I hope to make another post about it tomorrow.

  13. Irielk permalink
    April 7, 2011 5:29 am

    http://en.wikipedia.org/wiki/The_O2_(London)

    I think AEG do pay a lease on the o2 according to Wikipedia they own the long term lease for it.
    Nothing is right about that AEG “contract” because the way it was written you would think Michael was the one after them to host him at the o2.
    When it was them AEG after him for two years before by Randy philips own admission.
    So the question why would MJ agree to those terms and condition?
    I hope KJ suit go to court and she don’t settle it for money ,

  14. April 5, 2011 8:31 am

    “It is the rental and use of the Arena which is the most substantial payment that AEG would make. The days that Michael wasn’t performing it was also filled. Well how much did they stand to loose if AEG owned the O2 Arena because they do. Knowing this every part of the agreement was in their benefit not Michael’s but theirs and Dr. Tohme’s. Am I wrong?”

    Lynette, no, you are not wrong. When you read that ‘contract’ you see that practically all clauses benefit only AEG – never in my life have I seen such a one-sided contract. Some say that Michael is to blame for it himself – he shouldn’t have voluntarily signed it. But this is exactly the point – there are numerous signs that Michael was forced into accepting this ‘contract’ by deception. He was probably ready to go into business with AEG (as the Letter of Intent shows it) – but absolutely not on these terms!

    It is too early to draw final conclusions – we haven’t covered all the clauses yet – but the first impression is that from the moment he put his signature under that Letter of Intent as an artist only, things began to evolve from bad to worse. It is always that way when you do business with swindlers. Once they got him into their trap it was just a matter of technicality to impose more and more obligations on him – via the services of his big “friend” Tohme. It seems that the situation became irreversible when Michael took an advance from AEG. I am currenly looking into it.

  15. COUGAR permalink
    April 4, 2011 8:53 pm

    A lot of people that have work with Michael have said that he would never sign anything with out reading it first and would have it check with an attorney.So i’m wondering if he was threaten or if they threaten to harm his kids.It wouldn’t surprise me if they did,thats how low they seem to be.Also did MJ sign anything at all or was his signature copied from something he sign years ago.

  16. elisabeth zora gran permalink
    April 2, 2011 6:47 pm

    I am very impressed how good work you have been doing to find all the sources and this deep insight you preform in this tragic case ..
    Thank you for making me understand more and more of this greedy triangle of sharks and mafias ,who wants to throw so much pain and lies to us who loved him .Thank you ..

  17. April 2, 2011 11:32 am

    “So there is less then 3 weeks between MJ’s death and the opening. Randy said in that interview I watched, that they were getting ready to ship out the set in another week. That would leave 2 weeks before opening…but it takes 3 weeks to make that crossing & they needed to set it up, and rehearse some at the 02…there wasnt enough time. Nothing any of them made sense.
    So unless he just misspoke, the timeline doesnt work. So something is off somewhere.”

    Gigi, thank you for this valuable piece of information. Can anyone provide any links to sources saying that Randy Phillips indeed wanted to deliver the equipment by ship? I was sure that they were planning of sending everything by air. Please copy them in full (complete with the texts) or make photos of them in case you find them.

    If things were the way they were described above it will be a joke to say they made serious arrangements for the London shows. They probably never wanted those shows at all.

  18. April 2, 2011 1:03 am

    In RE: to the ‘The Real “This Is It”’ letter. I was speaking with a friend last year about Philips/AEG. I wish I had the questions I was asking. Anyway, this is some of what we were going over. If I recall I think the conversation started when I mentioned that I believe Philips stinks to high Heaven. Then my friend mentioned how she was going over the things Philips said in his interviews.

    “Especially Randy Phillips…he seems so shifty to me. He’s talking about shipping the TII set to UK…but the time frame is off.

    There wasnt enough time to ship it, set it up, rehearse it, and be ready for the first concert….

    I will have to check it out better…but it takes 3 weeks for a ship to go from LA to London…it was never gonna get there in time for 7/13

    Yes. So there is less then 3 weeks between MJ’s death and the opening. Randy said in that interview I watched, that they were getting ready to ship out the set in another week. That would leave 2 weeks before opening…but it takes 3 weeks to make that crossing & they needed to set it up, and rehearse some at the 02…there wasnt enough time. Nothing any of them made sense. Makes less now.

    Well basically Randy said they were 1 week away from shipping the set to London by sea. So if you count 1 week from MJs death that takes us to July before the set even begins to leave LA. It takes 3 weeks to ship from LA to London. So that would be around 7/21. They wouldnt have got the TII set to the 02 in time for the 7.13 opening. It would still be in the Atlantic somewhere. Randy’s schedule didnt make sense at all.

    Right. So unless he just misspoke, the timeline doesnt work. So something is off somewhere.

    Randy Phillips just seems to slick to me. Like a car salesman. Sometimes I think they never planned for those concerts to really happen.”

  19. lynande51 permalink
    April 1, 2011 11:04 pm

    I have a question about something. Accoring to this non contract AEG would be resposible for the overhead of the production including the rental of the venue in this case the London O2 Arena am I right. They throw in a couple of merchandizing options for This Is It memorabilia and CD’s maybe a table or 2 set up kind of thing, I am hoping they would have gone to a little bit more trouble but you never know. The actual production was paid for by Artisco ( Michael ) with a 6.2 million advance. That would have been taken from the profits of the show ( correct me when I get something wrong). It is the rental and use of the Arena which is the most substantial payment that AEG would make. The days that Michael wasn’t performing it was also filled. Well how much did theystand to loose if AEG owned the O2 Arena because they do.

    Owned by Denver-based billionaire Phillip Anschutz, AEG owns and operate a large portfolio of arenas, theaters, clubs and sports teams, including such high profile properties as the Staples Center in Los Angeles, the Sprint Center in Kansas City, Mo., the O2 Arena in London, and the O2 World Arena in Berlin, and runs or books such buildings as the Prudential Center in Newark, N.J., Target Center in Minneapolis, the San Diego Sports Arena, the Globe in Stockholm, and the Colosseum at Caesars Palace and the Joint at the Hard Rock Hotel in Vegas.

    http://www.billboard.biz/bbbiz/content_display/industry/news/e3ie0a24a92e254fef940871b56d0f821de

    http://en.wikipedia.org/wiki/Philip_Anschutz#Political_and_Christian_activism

    Knowing this every part of the agreement was in their benefit not Michael’s but theirs and Dr. Tohme’s. Am I wrong?

  20. April 1, 2011 9:41 pm

    vindicatemj:” Suppose you enter into some business with some people (not knowing who they are), they give you an advance against your collateral and then they make everything they can for you not to be able to fulfil your obligations. As a result you fail to do it and they – quite legally – take away your collateral. That is all there is to it.”

    meigadas: “They could make everything for you not to be able to fulfil your obligations as…as making sure you are not in good physical condition to do your job?…thinking about Murray “

    @Meigadas, I didn’t mean only Murray or their indirect influence on Michael via Murray. Making Michael unable to fulfill his obligations could come in a hundred various ways – letting him down by not honoring their promises (not stated in the ‘contract’), delaying their own part of work, building up pressure and worry around him, making ridiculous demands which were beyond their scope, etc.

    To show what I mean I’ll post now a letter which I once read in a MichaelJackson forum and which I saved on my computer. Since then I haven’t seen it anywhere else. It gives some food for thought about AEG and Randy Phillips, among the many other things this person (who was part of the crew) noticed:

    SO WHAT DO YOU THINK ABOUT THIS THEN?
    NOVEMBER 19, 2009, 11:39 pm

    The Real “This Is It”
    My Conversation With Someone Who Was There

    This from KOP board, posted by MRfuture, I cant say if it is 100% true, but what the guy says make alot of sense. I always felt the shows were being rushed, they should have announced the shows at least one month earlier for preparations and stuff…. NOTHING was ready, and they were supposed to leave for London in 8 days. I cant even begin to understand the pressure that was on Michael….

    http://www.mjj2005.com/kopboard/inde…=#entry1229658

    Yeasterday I had the amazing chance to speak to someone who worked on This Is It. This person has worked with Michael in the past, I’ve seen him before on TV close to Michael, and I also saw him in the movie and his name appears at the end. He is here in Miami on vacation with family and a good friend of mine knows him. I begged him to let me meet him and he was the sweetest person, and he loved Michael.

    He gave me the ok to share with you what he told me, however with the condition that I would name provide his name. He is under contract with AEG/Sony and is only allowed to officially talk good about the movie and the concert. As he told me “hey, I also gotta pay my bills, so I have to do what they say.”

    However, at the same time he told me to “share with fans what I said, because it is important that some things are known.”
    He has great respect and admiration for Michael and has known him for over 20 years.

    Here’s the most important things he told me:

    – Michael has always been a very sweet, humble person, since the first time they met 20 years ago, however he noticed that during these reharsals, he looked even more humble than usual, to the point that he actually felt Michael was incredibly insecure this time around, he saw him very vulnerable and everyone automatically tried to make him feel ok, everyone wanted to bring the spark in him that old Michael Jackson had. According to this person a combination of the 2005 trial and the long absence from the spotlight made Michael feel very insecure.

    -Michael did not get along at all with Randy Phillips. Everyone knew it, even Phillips knew it. Phillips had a very arrogant way of dealing with Michael, he was terrified that Michael would not get ready for the shows and AEG would lose a lot of money. According to this person, Phillips made it clear to several people that these concerts had to happen, no matter what, because he “had to personally convince everyone at AEG that this was a good deal” therefore his job was at risk if anything went wrong.

    On many occasions Phillips would go to Michael’s house with Ortega and Travis Payne whenever Michael would not show up. At times they would come back with him, at times no. The official explanations to the crew was “Michael is not feeling well today,” “Michael reharsed at home” or “Michael is reharsing with his vocal coach.”

    At first the crew believed it, but after a few weeks everyone started realizing something was up because even though Ortega and Payne would say everything was fine, it was obvious that they were very frustrated and nervous, and there were several heated discussions between Ortega, Phillips and Payne, but what exactly was being discussed was not clear since they always made sure they would be far enough for anyone to hear. During these conversations one of them would always be on a cellphone, and then the would pass it around to themselves. This person believes they were talking to Michael.

    -Michael, and this is shown in the movie, did not want to wear the ear monitors. As this person told me, “look at any footage from Michael in concerts in the past, and you will never find him wearing ear monitors, he did not like them, did not need them.” According to him, Ortega got upset at one time at Michael, and in front of everyone told him “you have to understand that here you do not have an option, you have to wear them, this is going to be a closed arena, not an open stadium, and the sound is different.” He said his tone was very nasty and everyone was shocked, especially since Michael looked very upset, but mostly hurt, by it.

    Interestingly, yesterday Karen Faye wrote on her facebook that Michael always complained to her that he did not like ear monitors, and asked her to tell Ortega. According to her, she did and Ortega told her “well, he has to wear them!”

    -This is very interesting. According to this person, there was absolutely no way the concert was going to be ready for opening night on July 13th, and everyone knew it. He asked me the following “when you saw the movie, you do realize right that they had to show the best scenes, the best performances, right ?” I said “yes, of course” to which he replied “so do you realize that what you have seen, most of it came from June 24th, 23rd and 22nd ? Based on what you saw, did it feel as if everything was going to be ready in 2 weeks ?”

    He said that Michael did not have his clothes ready, and that there was “pathetic” @#$%$ing around from different stylists that were trying to come up with ideas. But nothing was ready, no clothes, not even for the dancers. Michael wanted Michael Bush, but Travis Payne brought in that Zaldy guy, and AEG was behind Zaldy, rather than Michael Bush.

    The opening number for the concert was only done on the computer, just like we saw in the movie. It was never rehersed, and the robot that Michael would have come out from was not ever ready. Also the closing of the show was just a concept.

    He also confirmed that they never had a full rehearsal. In other words, they never practiced the whole concert, it would always be a few songs on several days, but it was never put all together, therefore they were also very concerned that once everything was gonna put together, it would take much longer that the 2 hours originally planned. This was going to be a huge problem for AEG and the O2 arena, because of an agreement they had with time. Also, Michael did not want to have long shows, for obvious reasons.

    Also, they never rehearsed with implementing the videos for Smooth, Thriller and Earth as we saw in the movie, those were edited in the movie, but they never rehearsed using them, and it was still unclear how they would be used with the songs, especially Smooth Criminal.

    -For the most part, Michael looked well, however this person did unfortunately confirm to me that there were days that something was “wrong” and everybody knew it. He worked with Michael in the past and Michael never wore sunglasses while rehearsing the dark like that, especially since Michael in the past would always want to see how the lights looked and for that reason did not like using shades. But he said “don’t expect them to talk about it on tv of course, same with me, I won’t and I can’t.” He said that at first everybody thought Michael was just eccentric and stuff, especially the dancers, they were just excited to see him, but he said for those who knew him for many years, including him, started realizing alarming signs.

    However, he said, this just shows how vulnerable Michael was and he does not like how people associate this behavior with something negative. He said “he went through so much poor thing, I perfectly understand why this was happening.”
    Oh and btw, he said that some of the crew members started checking TMZ with their IPHONES to find out whether or not Michael had seen Dr. Klein during the day. It would usually warn them on what to expect when he showed up.

    -Michael had fun when performing, it appeared as if it was what he needed, however off stage Michael did no look happy, he rarely interacted with the crew, other than Karen Faye and at times with Michael Bush. According to this person, Michael stayed as far as he could from Ortega, Payne and Phillips off stage, because he always felt he was being chased by them to do more, perform more and give more.

    He said that the crew in general felt Ortega was being too demanding, especially when it was obvious nothing was ready on time. But they mostly felt Ortega was being pressured by Phillips, and that it was Phillips who was just going crazy because was in a position of losing everything with these shows.

    -The day after the news came out that some fans claimed Michael told them he did not want to do 50 concerts, everyone was instructed not to talk to anybody from the media, not to let in anyone who was not authorized to attend rehearsals, especially fans. When Michael came in that day, the atmosphere was tense and he did not look happy at all. Before working that day,

    Phillips and Ortega met with Michael and, interestingly, with his bodyguards. They spoke for about 20 minutes, but once again this person could not hear what was being said. However everyone had the feeling Michael indeed did not want to do 50 shows and believed Michael did talk to those fans.

    This is pretty much it. This guy said that it is a shame that Michael died while being extremely stressed out. He said that a lot of pressure was put on Michael, but the truth is that the concerts were not going to be ready not because of him, but because the there was simply not enough time to accomplish all they had planned.

    He said he is sure Michael would have been 100% ready by July 13th, because “he did those songs hundreds of times before during his career, he knew exactly what to do” but everything else around was not ready.

    He also says he personally felt Michael sometimes did not show up because he knew things were moving slowly and sort of felt disappointed. He was a perfectionist, and when things were obviously not going in the right direction, he would get frustrated and sort of lose interest, instead of becoming upset at someone. Yet they made him believe it was him, that things were moving slowly because of him.

    But this person told me that Michael had nothing to do with all the technical stuff, like lightings, fireworks etc, therefore it was not his fault, but he was the easy target.

    According to him, if the concerts were not going to be ready, it would have been easier for AEG to blame it on Michael, than blame themselves and their lack of timing skills.

    Once again, do not ask me for his name, I will never tell, not even via PM. He was brutally honest with me and I will honor his request. A lot of things make sense now, especially the concerts not being ready based on what we saw in the movie.

    No way in two weeks they were going to be ready. Also, he said, don’t forget that a lot of days would have been lost during the move to London and setting up the stage there and get adjusted to the arena.

    This is very sad, especially to think that Michael was somehow made feel responsible for this.
    Source : Mrfuture@Kop Board

    P.S. To the above I can add that I’ve learned from Leslie’s site that the audition for dancers was arranged on May 12 which in my opinion is VERY late, considering that the first show was scheduled for July 8 – they had less than two months for everything! Can you imagine how much pressure it brought on Michael though most probably all this mess had nothing to do with him?

    AEG could always explain the late start of preparations for the show by Michael’s lack of cooperation in signing the agreement – but look, the agreement was so awful and the manner in which they lured him into it was so fraudulent, that I am not surprised that Michael didn’t agree to sign the final version of it.

  21. April 1, 2011 9:22 pm

    “I’m wondering what The Estate and it’s attorneys thought about the “letter” if it was the actual agreement for all intents and purposes and there was no subsequent contract. They didn’t challenge it legally that we know of, although there was the amendment. Does this mean the executors and their attorneys accepted the “letter” as being a bona fide agreement?”

    BR, I think that the Estate and its attorneys should realize very well the true worth of this document. However their main task now is not to involve themselves in a costly (and deadly) litigation with AEG but to safeguard the financial security of Michael’s family, children and the whole estate. Once they settle everything I don’t rule out the possibility of their suit against AEG, but again the claim should be made – in my opinion – not by them, but by the Jackson family. However I don’t know for sure as I am no legal expert. The only thing I can be sure of is that now the Estate has other crucial issues to attend to.

  22. meigadas permalink
    April 1, 2011 8:38 pm

    @vindicatemj:” Suppose you enter into some business with some people (not knowing who they are), they give you an advance against your collateral and then they make everything they can for you not to be able to fulfil your obligations. As a result you fail to do it and they – quite legally – take away your collateral. That is all there is to it.”

    They could make everything for you not to be able to fulfil your obligations as…as making sure you are not in good physical condition to do your job?…thinking about Murray

  23. April 1, 2011 2:41 pm

    vmj, I’m wondering what The Estate and it’s attorneys thought about the “letter” if it was the actual agreement for all intents and purposes and there was no subsequent contract. They didn’t challenge it legally that we know of, although there was the amendment. Does this mean the executors and their attorneys accepted the “letter” as being a bona fide agreement?

  24. April 1, 2011 12:31 pm

    “The comments on Leslie’s blog and MJ’s attorneys at the time are interesting. The “letter of intent” did not have either McMillan or Mundell listed as attorneys to receive copies. It makes sense that if they were involved their names should have been on the “letter.” This also brings to mind something that MJ said on the June Gatlin tape – that Dr Tohme separated MJ from his advisors”

    BR, yes, if we are on the right track different small things will begin to fit in.

    “And as vindicatemj said, very early on KJ, through her attorneys was requesting a copy of the agreement/contract, which surely must mean that her attorneys (including McMillan) didn’t have a copy/hadn’t seen one.”

    I don’t think I even mentioned it but this is a very valid point! If they asked for the contract it means these lawyers never had it! And that Tohme did indeed separate them from Michael and his business affairs! Good you’ve stressed this point.

    “Irielk mentioned an amendment to the original agreement. I understand the amendment was mentioned in documents The Estate filed with the court. It had to do with the TII film and merchandizing.”

    I’ve found it. It was just as I expected – more favourable terms were discussed and fixed in an amendment to that ‘contract’. It didn’t change the contract itself – amendments are added to contracts and never replace them. This is what the Estate’s report said:

    “The Special Administration negotiated an amendment to the original agreement that Michael Jackson entered during his lief with AEG Live, LLC (“AEG”) for the production, promotion and presentation of the performances of the Michael Jackson “This is it” Concerts at the O2 Arena and elsewhere throughout the world (the “Original AEG Agreement”). (See MInute Order entered August 17, 2009).

    The Amendment to the Original AEG Agreement substantially enhanced the Estate’s interests and rights under the Original AEG Agreemetn and allowed for the development, production and release of the Michael Jackson’s This is it film.

    The Amendment to the Original AEG Agreement also dealt with the concert ticket refunds, the Michael Jackson memorial, merchandising rights, an exhibition of Michael Jackson clothing and memorabilia, and other matters related to the “This is it” concert tour…………………………………….. (redacted)………………. As a result of the Amendment and an audit of AEG’s accounting, the Estate’s obligation to AEG was substantially reduced and completely satisfied”.

  25. April 1, 2011 11:39 am

    The comments on Leslie’s blog and MJ’s attorneys at the time are interesting. The “letter of intent” did not have either McMillan or Mundell listed as attorneys to receive copies. It makes sense that if they were involved their names should have been on the “letter.” This also brings to mind something that MJ said on the June Gatlin tape – that Dr Tohme separated MJ from his advisors. And as vindicatemj said, very early on KJ, through her attorneys was requesting a copy of the agreement/contract, which surely must mean that her attorneys (including McMillan) didn’t have a copy/hadn’t seen one.

    Irielk mentioned an amendment to the original agreement. I understand the amendment was mentioned in documents The Estate filed with the court. It had to do with the TII film and merchandizing.

  26. April 1, 2011 5:56 am

    “the collateral – basically it means that AEG would earn or own everything of Michaels for the rest of his life, like he will be their slave? Why would MJ agree to put his signature on that peice of paper even if it was presented to him as a LOI and not an agreement?”

    Tia, the rest of that “agreement” stressed in almost every paragraph of it that all its terms were valid only in case Michael signed that promissory note. When I was reading this document for the first time – in its redacted version on radaronline – I was wondering after every paragraph what could be so dramatic in that promissory note that everything in the “agreement” depended on whether Michael signed it or not. That promissory note seemed to be in the center of attention of the whole “agreement” – this is how important it was for AEG.

    Radaronline did not provide that crucial document – I found it only in Leonard Rowe’s book. It does give a date of it as January 26, 2009 (the same as the “agreement”) but the date is put in handwriting and is not typed as in the rest of the documents – so technically speaking it could have been put there at a later time.

    Even if Michael did sign that note at a certain point in time (let us assume it was done later) he could have regarded that $6,2 mln sum as something he would easily repay as soon as the shows started. Frankly, this sum isn’t such big deal especially if you remember that after Michael’s death Tohme later returned $5mln. (which he said Michael kept with him for the purchase of a house. This suspicious story will also have to be looked into later).

    So when Michael was putting his signature under that document he probably didn’t think he was facing much risk since he was ready to do those shows in full earnest (probably not very many at the beginning). But what he couldn’t expect from AEG was that it was them who could start preventing him from fulfilling his obligations.

    What I mean is that AEG could build up pressure around Michael demanding various things of him and saying that if he didn’t comply they would walk out of the agreement – which would have required immediate repayment of ALL the sums given to Michael. And if you remember that they also gave him sums for renting a house (it was at his expense too!) and purchasing another house – all these advances could have amounted to quite a lot – and if AEG walked out of that agreement under some pretext Michael would have had to pay ALL of them at once.

    Considering that part of the money was already spent on the production of the show (it was also at Michael’s expense!) if such a thing happened Michael would never have been able to raise that big a sum to repay all the advances and would have had to give away the collateral to AEG.

    But look – all these developments are possible only in case you do business with criminals. Suppose you enter into some business with some people (not knowing who they are), they give you an advance against your collateral and then they make everything they can for you not to be able to fulfil your obligations. As a result you fail to do it and they – quite legally – take away your collateral. That is all there is to it.

    I cannot state for sure that this is what AEG did to Michael, but I have strong suspicions that they could have been acting that way.

    P.S. The suspicions are based on the fact that they did threaten Michael that they would pull out the plug (if I remember the expression correctly) and did it on a preposterous pretext – that he should attend every rehearsal. The earliest they could make claims about the quality of his performance was at the first show, not earlier.

    Since it was HIS obligation under the ‘agreement’ to provide a first class show (and none of us doubts that Michael did intend to do so) it was NONE OF THEIR business whether he attended those rehearsals or not.

  27. April 1, 2011 5:10 am

    “Michael Jackson estate amend the said contract after Michael died so how does that effect the Katherine and AEG case?”

    Irielk, what do you mean by the estate amending the contract? Are you sure it was done? No one else but a party to the contract can amend it and the estate has neither right nor possibility to do it.

    However since you are mentioning some “amendments” my very wild guess would be that the attorneys for the Estate could see all those irregularities in this “contract” and could have negotiations with AEG about reducing the sum Michael owed them if they unilaterally and voluntarily dropped some most outrageous claims they had against Michael.

    So even if the “contract” did say that Michael was to repay this and that AEG could have voluntarily waived their right to that (for the sake of their image of course – to be able to say later what great guys they are).

    This could be fixed in an amendment to this “contract” that such and such clauses of it are no longer effective. This is perfectly legal and probably relieved the Estate of part of the debt.

    If such an amendment was made it came just as one of its “Exhibits” but the original text of the “agreement” should have remained intact. All amendments to contract are made in the form of separate documents only – with the necessary signature and date.

  28. March 31, 2011 10:31 pm

    “Seeing as though Randy had sent this off to be signed by MJ first and then Randy put his signature on it, could it be possible that the above information about “Collateral” was added later and thats why MJ did not know it was there, he was stuck to something which he might have thought was a LOI but AEG were saying is the actual contract, could MJ at this point have realised there was no way out and he had to do the shows?” ~Tia

    _________________

    I was thinking along this line myself. Seeing how Philips/Tohme/AEG could use a facsimile of MJ’s signature. As I mentioned before, these guys could have switched out any page in this letter, which they are later claiming as the “contract”. This part about the collateral couldn’t have been in the Letter of Intent MJ saw. MJ was a very intelligent guy he would have known from the language what Philips/Tohme/AEG were asking for, which was everything he had and would earn later on. Everyone including myself, are asking “Why would MJ sign that?” Couldn’t it be possible that these details about their real intentions towards MJ and his collateral was not in the Letter of Intent MJ read at all and was put in later?

  29. Tia permalink
    March 31, 2011 9:33 pm

    This was such an amazing read, im shocked to see how people can decieve another just to benift themselves. I’m not all so good at understanding the big legal words used in documents but let me say something how i understood it to be and please correct me and let me know your opinion if im wrong.

    Why did MJ agree to sign that at all, even if it was just a Letter Of Intent? since it says “Artistco hereby assigns and grants to Holder (AEG), a security interest in Artistco’s right, title and interest in, to, and under the following properties, assets and rights, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter referred to collectively as, the “Collateral”), contract rights, the right to the payment of money in which Artistco has an interest, insurance claims and proceeds, commercial tort claims, securities and all other investment, property and all general intangibles (including all accounts receivable and payment intangibles).”

    Which i think basically it means that AEG would earn or own everything of Michaels for the rest of his life, like he will be their slave? Why would MJ agree to put his signature on that peice of paper even if it was presented to him as a LOI and not an agreement?

    Seeing as though Randy had sent this off to be signed by MJ first and then Randy put his signature on it, could it be possible that the above information about “Collateral” was added later and thats why MJ did not know it was there, he was stuck to something which he might have thought was a LOI but AEG were saying is the actual contract, could MJ at this point have realised there was no way out and he had to do the shows?

    Sorry not sure if im being clear in what im trying to say but hope you get the idea of it.

  30. Irielk permalink
    March 31, 2011 6:47 pm

    Michael Jackson estate amend the said contract after Michael died so how dose that effect the Katherine and AEG case?

  31. cawobeth3 permalink
    March 31, 2011 6:25 pm

    thank you Helena for writing out these valuable findings.
    This blog is to be commended.

  32. March 31, 2011 5:56 pm

    “is it the final version or merely a “letter of intent”? Will we ever know?”

    Juney, it cannot be the final version as the follow-up clauses (which I am working on now) say that numerous things were still to be finalized. And they finish the letter expressing their wish not even to sign, but to negotiate the final agreement: “each party agrees to negotiate the definitive agreement expeditiously and in good faith”.

    It means that the next stage was not even signing the final agreement – it was discussing the remaining points and if they managed to agree on everything, then the final agreement could be signed.

    “As far as who signs a contract “last”, I work for a company which routinely draws up agreements, and our company signs “last”. If we signed “first”, the other party would get our signed copy, could make changes unbeknownst to us, then sign his own name and have a fully executed contract in a form different than what we had signed.”

    This is a very helpful observation – thanks! But it concerns only signing contracts by fax or email, right? While really big contracts like Michael’s should have been signed in the presence of both parties as it is usually done. I can’t see the need for them to sign a contract by correspondence. Were they living in different parts of the world?

  33. March 31, 2011 5:28 pm

    Hi, just a couple of further thoughts on vital subject of this AEG/MJ/MJCLLC “contract”; please no need to reply, just offering it as food for thought, as I’ve been following this “contract” issue for over a year; this is the first blogsite I’ve found willing to dig deep into it.

    Frank Dileo gave an interview on or about July 30, 2009 which the UK interviewer put on youtube. The video no longer remains, however, the interviewer included a script of the words:

    Question to Dileo: Did Michael know he was to do 50 shows?

    Answer by Dileo: The contract was read to Michael by three attorneys and by Tohme, yes he knew. Michael wanted to break Prince’s record.

    This is not verbatim but you get the gist. I chalk Dileo up to one of the good guys who went through a lot with Michael, JMO. But I thought, what, was Michael unable to read? He needed three attorneys to read the contract to him? So who were they? One of the videos posted shows Phillips being glad that Branca was brought on board, as Joel Katz had been representing both Michael and AEG. Huh? There’s no mention of Katz’ name in the contract as being Michael’s attorney. So Phillips became concerned about dual representation that late in the game, June 2009? What about in January, when this “contract”/LOI was drawn up? He didn’t seem too concerned back then, when Michael had no representation (Londell McMillan?), perhaps but his name is nowhere on the “contract”, Dennis Hawk being Tohme’s attorney (and purporting to act for the LLC).

    When KJ filed suit against AEG, I emailed Panish, Shea and Boyle, her attorneys (never expecting a response) but asking if they were interested in receiving any credible information from MJ supporters regarding AEG. To my shock, I received an email response stating yes, they would be so interested. So I sent them a copy of the “contract” as it appeared in Rowe’s book, with several comments, not as many as you, VMJ, have unearthed through your more thorough investigation. I heard nothing further and didn’t expect to. The last I knew of KJ’s case, Ortega had been dismissed and AEG had filed demurrers. I would think KJ’s attorneys are aware of this version of the “contract”; but is it the final version or merely a “letter of intent”? Will we ever know?

    As far as who signs a contract “last”, I work for a company which routinely draws up agreements, and our company signs “last”. If we signed “first”, the other party would get our signed copy, could make changes unbeknownst to us, then sign his own name and have a fully executed contract in a form different than what we had signed.

    And I agree, Tohme is a “legal nobody”!

  34. Irielk permalink
    March 30, 2011 11:30 pm

    Here is more from the wrap report
    Phillips was concerned that the company could be on the hook for tens of millions of dollars –productions costs, guarantees, ticket sales and more — if the fragile Jackson were unable to perform his 50-date London run, according to the music industry leader. Phillips was said to be worried that a court might void AEG’s contract with the singer due to a conflict of interest — Jackson and AEG were sharing the same lawyer, Joel Katz, a well-known music attorney, and his gobal firm Greenburg Taurig.

    “I felt another attorney that had nothing to do with my company” was prudent, Phillips acknowledged in an exclusive interview. “I felt it was important for Michael.” He added: “That was one reason I was supportive” of Branca’s return.

  35. lynande51 permalink
    March 30, 2011 11:27 pm

    I have a few links to a couple of videos following Michaels death and the later in August of 2009. One is from Geraldo and I remember listening to it at the time but I did not pay that close of attention as my attention was on Murray alone. Listen closely to when Geraldo asks his brother Craig about the editing he did with the man from Allgood Entertainment. He obviously threatened the people at Allgood entertainment. He was fired on May 5th 2009. And the last thing I want to say is this : what is man from Las Vegas that has previously made threats to others in Michaels life doing in Los Angeles on the day he dies? All of the dates of these articles were withing days or weeks of Michael death so they do discuss drugs not found in his system.

    http://latimesblogs.latimes.com/lanow/2009/06/michael-jackson-11.html

    http://www.lvrj.com/news/49379122.htmlhttp://edition.cnn.com/2011/CRIME/03/28/conrad.murray.trial/index.html?eref=edition

    http://today.msnbc.msn.com/id/31740617

  36. Irielk permalink
    March 30, 2011 11:24 pm

    “Phillips, too, was anxious to have Branca return to the fold. According to a well-placed music industry leader briefed on the matter, the lawyer’s re-emergence appeared to lessen a potentially massive legal and financial predicament for AEG Live and Phillips.”

    http://www.thewrap.com/media/article/michael-jackson-5-return-branca-22424

    On this blog site you can find useful link too.

    http://www.thewrap.com/media/column-post/michael-jackson-and-john-branca-major-wrap-series-23020

    http://mjandjustice4some.blogspot.com/search?q=The+wrap+report

  37. March 30, 2011 8:43 pm

    ‘There has to be a reason why Philips didn’t sign that letter before mailing it off.’ Gigi
    ‘The trickery with the signatures, how do we even know that they weren’t “doctored ” up in a hurry following his death’. Lynette

    I think I have an answer now why Phillips didn’t sign the letter before mailing it off.

    This seems to be a pattern with AEG as they did the same thing to Dr. Murray. If you remember they had an oral agreement with him first, then drafted a written agreement, then Dr. Murray signed it – and then AEG put it on a shelf.

    What are the “benefits” of such a system? The benefit is the following one – if you haven’t put your signature, you don’t have any obligations.

    This enabled them to have Murray working for them for 3 months without paying him. And afterwards they said it was Michael who hadn’t put his signature in Murray’s contract and this made the contract invalid, so any claims to AEG company were unjustified (especially since the medical expenses – $150,000 per month – were to be covered by Michael anyway!).

    Now the same pattern is found in the way they were making this “agreement” with Michael. Randy Phillips was putting off signing it as this was giving him advantages – it is always nice to have the document signed by your partner and not signed by you. This way he has obligations towards you but you don’t have obligations towards him.

    Such a “half-signed” document can be even used for blackmailing the other party: “If you don’t agree to this and that we will not sign AT ALL”! This could allow AEG not to execute even those minimal obligations they had taken upon themselves under this slavery “agreement”.

    But why do we see Randy Phillips’s signature on that piece of paper now?

    Because after Michael’s death all those documents became a matter of discussion in court and it was absolutely impossible for AEG to show their disgraceful methods to the judge or whoever was inspecting those documents. This is probably when Randy Phillips put his signature in that blank space in the “agreement”.

    It is my biggest dream now that the whole WORLD learns of AEG’s despicable ways so that NO ONE ever wants to have business with them. Even if they don’t go to prison for what they did to Michael let them be DISGRACED FOREVER.

  38. Deborah Ffrench permalink
    March 30, 2011 8:23 pm

    Again though, I want to commend Vindicatemj on this tremendous post.

    With insight, care and infinite attention to detail, questions which are not being asked in the mainstream arena — are being addressed here.

    To what and where will it lead?

  39. March 30, 2011 7:17 pm

    Regarding Leslie’s blog entry of 1/29/2009 stating who Michael’s attorneys were at that time (3 days after signing this “contract”); I trust Leslie’s blog; that’s not the issue; can we surmise then that on January 29, 2009, his chief legal counsel and business manager was L. Londell McMillan (based in NYC), and his California legal counsel was Thomas Craig Mundell (per the blog)? I wonder why that information would even have been of interest enough to be blog posted on January 29, 2009? It was still rumor that Michael would be touring and I don’t believe anyone put forth details of any contract/letter of intent he would have signed three days prior. Maybe I’m missing something. I know all this unraveling will take time – best of luck with it!

  40. Deborah Ffrench permalink
    March 30, 2011 7:13 pm

    Good link VMJ.
    Many are watching this site.
    Let us see what unfolds.

  41. March 30, 2011 7:05 pm

    “Now the ‘ how?’”

    Someone, who is in contact with the Jacksons family, could probably ask them to have it tested by a graphologist. If anyone is willing there are some on-line services too – like this, for example:

    http://www.ehandwritinganalysis.com/compatibility.html

  42. Deborah Ffrench permalink
    March 30, 2011 6:43 pm

    VMJ said:

    ” I think we could probably get enough proof if someone put that suspicious signature to a handwriting analysis. If it confirms our suspicions it will make the agreement invalid and will prove malicious intent of those who were preparing that agreement. ”

    Agreed.

    That’s the ‘what’ decided. Now the ‘ how?’

  43. March 30, 2011 6:38 pm

    “Isn’t it correct that Michael had no attorney of his own at that time?”

    I’ve found some information about it in a highly accurate Leslie’s blog – it is dated January 29, 2009 or practically the same date as the “agreement” (Jan.26, 2009).

    It shows that Michael had two attorneys on his team at that time – L. Londell McMillan, Chief Legal Counsel and Business Manager and Thomas C. Mundell, California Legal Counsel.

    I don’t know why these lawyers overlooked all those “inaccuracies” in Michael’s contract but what worries me a lot is that L.Londell McMillan is currently working as Katherine Jackson’s attorney!

    Can we be sure that he is acting in Katherine’s best interests? Is it probably the reason why no one is really checking what this AEG agreement is all about? Since he was one of those who allowed it to happen?

    1/29/2009
    Below you may read an overview of Michael Jackson’s known team Members:

    L. Londell McMillan (from Dewey & LeBoeuf) – Chief Legal Counsel and Business Manager
    Thomas C. Mundell (from Mundell, Odlom & Haws) – California Legal Counsel
    Tom Barack (from Colony Capital) – Business Partner
    Tohme R, Tohme – Spokesperson
    Larry Solters (from Scoop Marketing) – Public relations firm (US)
    Celina Aponte (from The Outside Organisation) – Public relations firm (UK)
    Peter M. Lopez – Music Manager, Producer
    Martin Bandier – Chairman, Sony ATV Music Publishing
    Dr. Arnold Klein – Dermatologist

    http://lesliemjhu.blogspot.com/2009/01/michael-jacksons-team_29.html

  44. March 30, 2011 6:31 pm

    @ vindicatemj I should wait until you really get into it but the letters of credit/promissary notes/inducements are saddening and maddening at the same time and, as you’ve pointed out, much more precise legally.

  45. March 30, 2011 6:25 pm

    “A grand deception & a long term one. Could this really be the case? Was the game here the long one? And if so, the events now unfolding in Los Angeles take on even more import. Certainly the possibility is there and it’s a strong one. However, this is still an extrapolation — and not proof, such as any legal system would recognize”.

    Deborah, I think we could probably get enough proof if someone put that suspicious signature to a handwriting analysis.
    If it confirms our suspicions it will make the agreement invalid and will prove malicious intent of those who were preparing that agreement.

  46. March 30, 2011 6:05 pm

    “Hawk was Tohme’s attorney, not Michael’s personal attorney”

    Juney, thank you, I didn’t know that. I will be looking into all the questions you and other readers are asking here, but for all that -you understand – I need time. This is a tremendous amount of work. It should be top accurate too so if you notice any mistakes please inform me. None of us wants here to lose time on starting from false premises.

  47. lynande51 permalink
    March 30, 2011 6:02 pm

    “Artistco hereby assigns and grants to Holder (AEG), a security interest in Artistco’s right, title and interest in, to, and under the following properties, assets and rights, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter referred to collectively as, the “Collateral”), contract rights, the right to the payment of money in which Artistco has an interest, insurance claims and proceeds, commercial tort claims, securities and all other investment, property and all general intangibles (including all accounts receivable and payment intangibles).”

    And all this for a mere $6,2 mln loaned to ichael so that he could produce his own show???If I read this correctly and I read very well this says that they wanted everything he earned owned and would potentially earn and own for the rest of his life! And Dr Tohme Tohme was in agreement to this and even made himself the sole responsibility of it? I don’t know about this but It does look like someone sold Michael into the slavery of AEG and he would have had to perform at their will for however long they wanted him to and they and only they and Tohme would be the benefactors. Tohme was trying to fight his way out of testifying in Murray’s trial just in the last few days. Why is it that whenever someone does this they have something very big to hide?
    What I know about the administration, and actions of the drug Propofol it is impossible for Michael to have injected himself at any time. Couple that with the many inconsistancies of his actions that morning,his actions that afternoon and his original statement to the police and you have an intentional homicide. One question is all that needs to be answered. Who is paying Murray’s legal bills?

  48. Deborah Ffrench permalink
    March 30, 2011 5:47 pm

    VMJ said:

    ” If you put compare the collateral with the money loaned to Michael I think that AEG was much more interested in the collateral than in the shows. ”

    A grand deception & a long term one. Could this really be the case? Was the game here the long one? And if so, the events now unfolding in Los Angeles take on even more import.

    Certainly the possibility is there and it’s a strong one. However, this is still an extrapolation — and not proof, such as any legal system would recognize.

  49. March 30, 2011 5:17 pm

    “I have to ask why Michael would have had to collateralize his shows with a percentage of his catalogue? It is my understanding from the other contracts that you have shown no one else requires such a thing. Wouldn’t his collateral be himself performing at the shows or is this something that is commonly done? When they insisted on collateral it insinuates that they were doing Michael Jackson a favor. I don’t like the sounds of that. From the small amount that you have shown us so far it looks like a theft on a very grand scale and a very strong motive for murder.”

    Lynette, it is a theft on a grand scale and a very strong motive for murder. From what I’ve learned about promissory notes a collateral is often provided in support of a loan taken from someone – as a form of a guarantee in case of default in payment.

    It is like taking a loan from a bank – they won’t give it to you unless they get some guarantees. But it wasn’t Michael’s case. Over there he was investing the money from AEG into the production costs of their own show (yes, the production was AT MICHAEL’S EXPENSE!), so the money was practically going back to the one who loaned it. It is the same as taking money from a bank and then investing it in rennovation of its building – and the bank having the nerve to demand your company’s assets in exchange for that money!

    The benefits from that promissory note were enormous for AEG. Though I am jumping ahead let me still cover this point:

    Business encyclopedia says:

    “A promissory note should have several essential elements, including the amount of the loan, the date by which it is to be paid back, the interest rate, and a record of any collateral that is being used to secure the loan.”

    “If the business is a corporation or limited liability company, it should be determined if the corporate shareholders or limited liability members will personally guarantee the loan. If this is not the case, they have no personal legal obligation to repay the loan in a worst case scenario”.

    Please pay attention to the last point – if personal obligations are not specifically determined it is only the LLC company which will guarantee the loan. And this is exactly what AEG’s promissory note was aiming at – on page 2 of the note they wrote in capital letters (!) the following:

    SECURITY AGREEMENT — COLLATERAL OWNED BY ARTISTCO ONLY —-ARTIST IS NOT PLEDGING ANY COLLATERAL.

    In other words the collateral was equal to the assets of Michael’s company, and not Michael’s personal belongings, of which he had little I am afraid, as all his money was in the assets of his company (the catalog, etc.). This is the reason why AEG made an agreement majorly with Michael’s company and mentioned the Artist only in passing! And we thought that Live Performance Contracts are usually made with Artists…

    I am terrified even to type what AEG included into that collateral:

    “Artistco hereby assigns and grants to Holder (AEG), a security interest in Artistco’s right, title and interest in, to, and under the following properties, assets and rights, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter referred to collectively as, the “Collateral”), contract rights, the right to the payment of money in which Artistco has an interest, insurance claims and proceeds, commercial tort claims, securities and all other investment, property and all general intangibles (including all accounts receivable and payment intangibles).”

    And all this for a mere $6,2 mln loaned to Michael so that he could produce his own show???

    If you compare the collateral with the money loaned to Michael I think that AEG was much more interested in the collateral than in the shows.

  50. March 30, 2011 4:58 pm

    I check your informative blog occasionally and have posted in the past; however, this subject, MJ’s agreement with AEG, really struck a chord with me. I first read the “contract” posted in Rowe’s book, when his book first came out, and have since seen the RadarOnline redacted version. At the time I read the version in Rowe’s book, I commented on a few blogs that this could NOT be real, that Michael Jackson NEVER would have signed such a document, that certain signatures looked false, there was essentially no “notice provisions” to Michael, notices were to go to Tohme and HIS attorney Dennis Hawk; yes Hawk was acting for Tohme alone at the time. I think none of those bloggers, as did I, believed for one minute that version could be considered a “contract”.

    Having read your blog here, I can readily see where Michael Jackson must have been convinced this was a preliminary notice of intent. Isn’t it correct that Michael had no attorney of his own at that time? Hawk was Tohme’s attorney, not Michael’s personal attorney. All the inconsistencies you have pointed out in this blog are just beyond the pale. I’ve worked in law offices for 30 years and have never seen anything purporting to be a “contract” drafted in this manner.

    Further into this “letter of intent”, “contract”, not printed here, is a provision that out of Michael’s first “advance”, several million (I think $2,000,000, is to be wired to something called “TT International” (in another country), and I figured this was Tohme’s “salary” for being MJ’s “business manager” – more likely “monkey business manager”. Money wired to a foreign country as “salary”, in avoidance of taxes? Who knows. Also, as I recall (and I don’t have my prior notes with me), there was a pledge agreement and promissory note whereby Michael pledged just about everything he owned, including his catalog, toward his satisfactory performance. Sound like pressure?

    I’ve rambled here, but finally, a comment here says “I wonder what the court could say of the AEG document if they saw it?” So I’m wondering why a court hasn’t seen this? Was this document FINALLY provided to Katherine Jackson by AEG, and if so, why would she not have given it to her attorney Brian Panish in her civil suit against AEG. It seems to me this “agreement”, “letter of intent” is a vital link.

    One more thing, Tohme was inserted into MJ’s life by Colony Capital, who “saved” Neverland, why? To watch over MJ, CC’s “investment”? And Barrack of CC, intro’d MJ to Anschutz, the head of AEG, why? To “convince” MJ to tour again in appreciation for CC “saving” Neverland? Sounds like a reasonable explanation of how Tohme became a part of Michael Jackson’s life in his last six months.

    Perhaps some of this will come out now that Tohme has been subpoenaed to Murray’s trial. In this case there is certainly no honor among thieves.

  51. Deborah Ffrench permalink
    March 30, 2011 4:55 pm

    A great analysis and one I am glad you will be continuing Vindicatemj. Especially concerning — well all of it is concerning actually — is the point Lyande51 raises about;

    ” why Michael would have had to collateralize his shows with a percentage of his catalogue? It is my understanding from the other contracts that you have shown no one else requires such a thing. ”

    If correct, this is unprecedented.

    The unwillingess of AEG to expose what should be a standard (albeit high stakes) contractual agreement to scrutiny — and the lengths they went to — to prevent that scrutiny, speaks volumes.

    Thank you VMJ for your thought-provoking and credible post.

  52. March 30, 2011 4:38 pm

    “I would have thought that the Artist, being a personal party and signatory to the agreement, should have been forwarded a copy direct to him personally as well as a copy going to the company, especially seeing that MJ’s signature was required as both a representative of the company and himself personally as the Artist.”

    BR, exactly! Everything is amazing in this “agreement”. Michael Jackson is a party to it in every capacity possible but a copy of this “agreement’ is not even sent for his attention!

    By the way, I’ve noticed only just now a stark contrast between the haphazard way this “agreement” was made and the very nice and accurate promissory note (its last page with two authentic Michael’s signatures is provided in the post). It is absolutely no surprise because the promissory note involved millions of AEG’s own money and Michael’s precious collateral – that is why they made it according to all rules.

    Promissory note is a “written, signed, unconditional promise to pay a certain amount of money on demand at a specified time”. Michael was receiving $6,2mln. from AEG and promised to return it under this note when its term expired. If he couldn’t AEG could “exercise or enforce its rights to the Collateral” (i.e. the property of Michael’s company).

    Since the matter was serious the paper is very accurate – its first page gives the date and L.A. California address, and the last page refers to Superior Court of California where all disputes are to be settled. It also states that Michael Jackson is an authorized representative of the Michael Jackson Company, LLC and Michael Jackson represents Michael Jackson, an individual.

    I wish they were that specific in their “agreement” and not only in respect of Michael Jackson…

  53. lynande51 permalink
    March 30, 2011 4:26 pm

    I mean with the trickery with the signatures how do we even know that they weren’t “doctored ” up in a hurry following his death. We don’t there is no way to know anything that was done was not done with malice.

  54. lynande51 permalink
    March 30, 2011 4:06 pm

    When I read this I have to ask why Michael would have had to collateralize his shows with a percentage of his catalogue? It is my understanding from the other contracts that you have shown no one else requires such a thing. Wouldn’t his collateral be himself performing at the shows or is this something that is commonly done? When they insisted on collateral it insinuates that they were doing Michael Jackson a favor. I don’t like the sounds of that. From the small amount that you have shown us so far it looks like a theft on a very grand scale and a very strong motive for murder.

  55. March 30, 2011 3:04 pm

    Congratulations on such a minute and excellent examination of what is only the beginnings of this agreement(?)! Reading the points you’ve outlined and discussed so far I’m saying to myself OMG OMG OMG.

    The first time I read the redacted version of the agreement, which was the only version available at the time, a few things stood out – it was a LETTER rather than a formal contract; the fact that the signing provisions were on a separate page; and also that original signatures weren’t required.

    As the “letter” was addressed to the attention of Dr Tohme it could be assumed that Dr Tohme held some official capacity with The Michael Jackson Company LLC but in that case (as you’ve mentioned) it stands to reason that Dr Tohme’s position with the company should have been stated and you might also expect that Dr Tohme, in his official capacity, should have been a signatory as well.

    I would have thought that the Artist, being a personal party and signatory to the agreement, should have been forwarded a copy direct to him personally as well as a copy going to the company, especially seeing that MJ’s signature was required as both a representative of the company and himself personally as the Artist.

    If AEG was “dba” Concerts West, then shouldn’t someone (R Phillips?) have signed on behalf of Concerts West rather than AEG Live? Or doesn’t that matter?

    And the first signature!!! Totally different.

    Shouldn’t there also be a date required underneath each person’s signature?

    All these funny addressees, signatories and authorized parties makes you feel like saying, “Make up your mind, just who is signing for who and what?”

    As you’ve said the last paragraph is very explicit in its meaning – that a formal contract was still to be negotiated “expeditiously” and agreed to! The letter was dated January and there was plenty of time to come up with the appropriate formal contract, so why isn’t there one??

    The whole thing sounds like a cross between a nice, polite letter to Dr Tohme and a LOI but definitely not a contract.

  56. March 30, 2011 2:17 pm

    “We also learn from the wrap report that AEG was worried about the contract they claim MJ sign using there AEG lawyer. So MJ did not have his own legal repressive. (why Is That? I wonder). Randy Philip admitted that judge don’t take kindly to such agreement and may viewed such has conflict of interest.”

    Irielk, this is very interesting information for me. Up till now I’ve been following mostly the text of this so-called agreement with very little found on this subject “outside” it. So if you could provide me with a couple of links on the above I would be very grateful to you indeed.

  57. Irielk permalink
    March 30, 2011 1:30 pm

    I am Not surprise about all the revelation,
      There are so much clue to add up and spelling conspiracy to kill,
    AEG knew Mj was un happy about the contract he was bitterly angry, and when I fist saw the “contract” I was wondering if this was a bad fan joke to proof there conspiracy plot.
     every single fan ask the same question why would MJ sign himself into slavery?
      We also know from court paper the estate file last year they have amend the said contract to benefit Mj.  So yes something was gravely wrong with that document.
     We also learn from the wrap report that AEG was worried about the contract they claim MJ sign using there AEG lawyer. So MJ did not have his own legal repressive. (why Is That? I wonder) 
     Randy Philip admitted that judge don’t take kindly to such agreement and may viewed such has conflict of interest.( I view it as a shot gun-concert)
       Seeing how thing unfold after Mj death and mrs Katherine Jackson action agains the player I am asking again Why Was Tohme Tohme an not name in the AEG suit?
      He has a lot to answer for and should be healed accountable for his part of strong arming MJ into those concert, 
       And I am going to say AEG may have been very well using threat of lawsuit to get Mj to do there bidding.
      I don’t see anything in that so call contract that benefited Michael Jackson,  why  would MJ agreed to do those show? By AEG own admission they have been after him for two year and he refuse, so what or who change his mind about those so called show, I read it somewhere that he Lock himself in his london hotel room because he did not want to do the press conference to announce these so call death trap.
      
    Thank to all the blogger for trying to bring us fans some answer as who and what may have help push Michael to a early grave.

  58. March 30, 2011 9:41 am

    “That’s interesting how the easiest thing Michael agreed on by then was only the merchandizing.”

    The things he evidently agreed to by then were of general character only – and AEG immediately named them “their rights” and even started their letter with these rights (which is highly unusual – contracts don’t start that way).

    The most general things they had agreed by January 26, 2009 were:
    – AEG’s right to manufacture and sell merchandise,
    – the exclusive right to promote the show and solicitor sponsors (this was a big victory for AEG as Michael agreed to only their services, and nobody else’s)
    – the non-exclusive right to use Michael’s name.

    It also included a point which I found funny as it was among the Promoter’s “rights” – it was NO right for Michael Jackson to make any other performances. Later on I realized it was because a rival promoter AllGood Entertainment (who said they had a contract for a 13mln. show with the Jacksons) had been pushed aside by AEG , and AEG proclaimed their “sole rights” on Jackson this way.

    The contract between Jacksons and AllGood Entertainment is now in court and it is interesting (as far as I’ve heard) that the court ruled the contract invalid saying that it was only a Letter of Intent. I wonder what the court would say of the AEG document if they saw it?

    (I’ve included page one of the AEG letter into the post for you to see the original.)

    “There has to be a reason why Philips didn’t sign that letter before mailing it off.”

    Yes, there has to be a reason for that. The only explaination I am able to come up with at the moment is that they terribly wanted to present that letter as something CASUAL – no addresses, no rules, no signatures, no nothing – just a scrap of paper which doesn’t mean much. It is only much later that this scrap of paper turned into “an agreement”.

  59. March 30, 2011 7:53 am

    Thanks Helena for explaining. It definitely takes me a few reads for legal things to click. That’s interesting how the easiest thing Michael agreed on by then was only the merchandizing. It is odd that Philips didn’t sign his letter before sending it to Tohme. I have worked with a book publisher and the contract they sent me (2 thick copies, 1 for publisher 1 for me) was already signed by the publisher. I do the same whenever I have to write up an Artist contract (non cryptic) to client for illustration work.

    There has to be a reason why Philips didn’t sign that letter before mailing it off.

  60. March 30, 2011 7:21 am

    “Regarding the signatures being on a separate sheet. That signature page could have been attached to a different contract or to switched out pages of contract terms that was never seen by Michael. And since AEG,Tohme & Co are saying a facsimile signature is used like the Artist’s original signature. It would be easy to copy Michael’s signature or initials onto switched out pages that he never seen/agreed to.”

    EXACTLY. This is a supposition only but you’ve got my point.

  61. March 30, 2011 7:06 am

    “Just so I’m understanding a letter of intent is basically just presenting idea(s)”

    Gigi, let me explain. When negotiations start they usually begin with an offer from one side to the other side (written or oral). Then discussions follow and numerous letters are exchanged. At a certain stage in negotiations the side (which is most interested in the contract) suggests that what has been discussed already should be more or less fixed on paper – to mark that some progress has been made.

    This is usually done in the form of a letter of intent. Usually the more interested party sends a letter giving the general outline for the future and naming the points they managed to agree about by then. This is why this letter may start with lesser important details which were easier to agree about. In case of AEG’s letter they started with their right to sell merchandize with Michael’s name on it!

    This is important of course but this was definitely not the main idea of the live performance agreement – so this is another sign that they fixed there what Michael had agreed to by then. As to the main points they were not settled at that moment at all (I will speak about it later). It was just an outline for future discussion as the last page of it clearly says.

    But even if it is a general outline such a letter SHOULD HAVE BEEN SIGNED BY RANDY PHILLIPS. Even if it is no contract it is still an official document and sending it without his signature was utterly unusual! The fact that Michael began putting his signature in the place alloted to Randy Phillips shows that that space was blank.

    So Michael was signing what he saw – some highly preliminary document, which was not putting on him any binding obligations. He had many reasons to believe that the main points would still be discussed in the future.

    However AEG’s paper is not that simple. They included into its various clauses intricate reservations (“you can do this on condition you do that”) the importance of which could have been easily overlooked – this is a matter so complex that only experienced lawyers can understand it. Michael was evidently not provided with expert legal advice. The way it looks Tohme and Hawk were probably even working against his interests (or in their own or AEG’s interests).

    “But Tohme & Philips/AEG “Concert West” were really the ones corresponding with each other writing a letter in the guise of contractual terms?”

    Yes, the first stage for them was to make Michael sign at least something – which they did in the fraudulent manner I described. They managed to obtain his signature for the letter (he was careful enough to sign only for himself as the Artist, but not for the company – the second signature seems to be a fake) and for the promissory note (which he signed in both capacities).

    Then, in accordance with the letter signed by Michael as the Artist, Tohme and AEG exchanged correspondence where they agreed about God knows what.

    Only the court can decide whether that letter can be considered the final contract or not. If it decides that it is, then formally AEG and Tohme had the right to agree about everything in accordance with its terms. But even in this case Tohme should provide proof that Michael did sign those approvals and consents which he evidently sent to AEG on behalf of Michael Jackson.

    P.S. However I doubt that Tohme had the right to act as an official representative of Michael Jackson and his company at all. Such things are usually stated in the agreement (if it is an agreement) and over here Tohme is just a PHANTOM and a legal NOBODY!

  62. March 30, 2011 6:46 am

    Regarding the signatures being on a separate sheet. That signature page could have been attached to a different contract or to switched out pages of contract terms that was never seen by Michael. And since AEG,Tohme & Co are saying a facsimile signature is used like the Artist’s original signature. It would be easy to copy Michael’s signature or initials onto switched out pages that he never seen/agreed to.

  63. March 30, 2011 6:13 am

    I agree Helena that signature in the first picture is not Michael’s (on the MJC LLC line), looks nothing like his handwriting. Tohme and Randy Philips are very shady to me. So, AEG/Tohme is calling this letter the contract? Just so I’m understanding a letter of intent is basically just presenting idea(s) of what “Company/Person A” will do for “Company/Person B”? And “Company/Person A” is asking “Company/Person B” if they want to discuss the ideas further, then work up the actual contract terms if “Company/Person B” wanted to? So, in Michael’s situation it was from his understanding a letter of what AEG was proposing? But Tohme & Philips/AEG “Concert West” were really the ones corresponding with each other writing a letter in the guise of contractual terms? I’m probably not asking the right questions, Lord knows I find contracts, legal stuff confusing.

    I find it strange that Michael would sign his name on the Artist line, and not sign on the line for his company himself.

Trackbacks

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  2. « L’accord » de AEG : Truquage du début à la fin (1) « "Mon reflet dans le miroir… c’est toi" (Rumi)- Carma
  3. MJ Timeline – Acquittal 2005 to June 25th, 2009 | mjjjusticeproject
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  6. Conrad Murray and AEG in Michael Jackson’s life « Vindicating Michael

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