Presenting AEG & Dr. Thome Thome – Masters of Deceit
After carefully reading the documentation presented in court as the agreement between Michael Jackson and AEG, I have come to a few inferences of my own. What I can say as a general conclusion to the whole ‘agreement’ is this: eventually, it boils down to two things: 1. Is that really Michael’s signature? That’s the main issue that should be checked by the family. If it isn’t, the agreement is null and void. But maybe they have done that already, since the matter has been taken to court. They must have thought about it just like we did. If the signature is truly his, is the contract valid under American legislation? I can tell you for a fact that it wouldn’t be valid in my country, but that’s for the American judge and jurors to decide. The fact that it was total enslavement for MJ I’m afraid is not at all important for the law, ugly as it might be.
I am afraid a more sinister truth is lurking around this contract and a huge corporation as AEG doesn’t usually lose such cases. Let’s say it was Michael’s signature. Why did he sign it? He knew better than that, he’s been doing this job for 40 years. What we see is a signature on a piece of paper, nothing more. Do we know that indeed he signed the agreement, that he even saw any part of it? Would he have really signed it, considering it was so murky and binding? If photocopies of the signatures were indeed counting as originals, how can we be sure that he really signed or seen anything?
I thought it best to just take some of the pages that seemed troublesome and tell you what I’ve noticed in each of them. I will let out those that spell injustice for Michael and just deal with the legal problems and detective work, as I guess we can all agree on the injustice part and there’s just no use for me to repeat what others have already said.
There are 3 points on the very first page that tell us directly that it is not a contract and it is not addressed to Michael Jackson:
- The title is not the official title of an agreement (‘’Michael Jackson’’)
- It is in the attention of Dr. Thome (‘’Attn: Dr. Thome Thome”)
- It is directly addressed to Dr. Thome (‘’Dear Dr. Thome’)
The strangest thing that struck me from the very beginning was the title of this document, which usually is just ‘AGREEMENT’ or something more elaborate, but nevertheless including the same word. Here, it’s called ‘Michael Jackson’, as you can very well see above. Why would the title be the name of the artist, one of the signatory parties? Because it wasn’t addressed to the artist! The title is just a reinforcement that the document was not meant as an agreement at all, otherwise it would have had the official title, and it wasn’t meant for Michael’s eyes either. Michael knew his own name, there was no point in putting it in the title of a letter that was addressed to him or on top of an agreement, as the object of the agreement was not Michael Jackson himself, but his services. However, the author of the document meant it for Dr. Thome Thome, as he very well addressed it ‘Dear Dr. Thome’ and meant the title as informative about the contents of the letter for the same Dr. TT . It’s like saying: ‘Dear Dr. Thome, I am writing to you concerning Michael Jackson.’
So my conclusion is that it was a draft, addressed to Dr. T, the link between Michael and AEG, a draft that was supposed to be discussed with MJ, maybe they were supposed to go through it together, if Michael still trusted him at that point in time, maybe they were supposed to have Michael’s lawyers look at it and adjust it towards a final version. This is just speculation, but facts are facts: why would Michael sign something not addressed to him? If Thome had ever given him these exact documents meant as a contract to sign, wouldn’t he have removed his own name first? It’s supposed to be an official paper, not a letter. My guess is MJ never saw all the papers of the contract, if indeed he signed. Or – he saw everything but didn’t sign and Thome came up with a fake signature.
However, questions do remain: Why would Michael sign it even without it being an agreement? He was a very smart man, surely he must have signed a lot of contracts in his time and pretty much knew what it was supposed to look like, with or without his advisers. Could he have been pressured into something? Or did he simply not see what he signed? As there is a signature only on the very last page of the document, that could have been de-attached or stapled to anything… I really think it wasn’t the paper we read today that he willingly signed.
As far as the fact that AEG is using a branch called Concerts West for this agreement, I wouldn’t necessarily hold it against them. The company that I used to work for has several branches that don’t even have its main name in their name, but they are still legal and are nor used as cover-ups for anything, it’s just the way these huge corporations work, they have to divide a lot of their activity among other legal entities.
However, the data that you normally use to describe each of the signing parties and bind them to their deal is completely missing for AEG, and is not complete for The Michael Jackson Company either. A contract should include in the description of the party who is going to sign the agreement, otherwise any member of the staff could sign.
Also, I understand this is not necessarily done in American agreements, but it should be a point worth investigating, a contract of this importance should be signed and stamped (either hard stamp or electronic) on each page.
But I digress… quite strangely, this first page is tell-tale of the entire contract and its lack of validity.
Also on this page we have section no. 2, ‘Promoter’s Rights’, not followed by ‘Promoter’s Responsibilities’, which comes only at no. 5! This is quite uncommon, as in an official contract these 2 come together, one after the other. In a draft, however, it doesn’t really matter.
I do not want to start an entire conversation in my comment as to how unjust this contract was to the artist, although it was totally abusive and as I said before, there is no way a seasoned veteran of the music industry, as Michael Jackson, would have ever signed such mockery not even intended for younger take-advantage-of artists who try to find their way in the bizz. However, this is not about how correct it was, but about how legal it was and whether it really was an agreement or not, so I’ll try to prevent myself from being too biased.
So, to continue with the legal, and not the humanitarian facts:
Putting something as unimportant as the ‘Artist Merchandise’ on spot b) of the ‘Promoter’s Rights’ tells us that they have not agreed on much else and they are naturally writing the things that they agreed on first, so that they have a starting point, take it from there and come to a mutual agreement on the rest. Also, the last 6 lines of ‘Promoter’s Rights’ (‘Artist shall not engage in […] other mutually agreed upon shows’) are actually ‘Artist Obligations’ and that’s where they should be placed.
What follows is the ‘Itinerary of Shows’, on page 1 and 2, which is clear proof that the two parties have not yet agreed on anything concerning the itinerary and number of shows and the documentation that we are reading is meant to do exactly that: help parties reach a mutual agreement in order to sign a contract. I would like to add that the language is extremely complicated, even for such material. I wouldn’t want to be very subjective, but nowadays contracts are a lot easier to understand than they used to be. Legal language is of course used, but for the benefit of both parties and others whom it may concern, a lot of work is put into the simplification of legal documentation whenever possible. Unless there is a hidden agenda, of course. It really would have been possible to make this a lot easier to read and understand and make its meaning clear. After all, that’s what it is all supposed to be about. However, I’m afraid there were other interests at play here.
Let’s just suppose for the sake of demonstration, that they had no evil intentions and it was just a regular contract, but we have two different parties here interpreting it differently. Well, that’s just the problem! Contracts are not supposed to leave room for interpretation. There is simple and clear legal language that means one thing and there is complicated mumbo-jumbo that can be interpreted several ways so that later on it can be used against the one who signed it without really realizing what it actually said between the lines. The AEG contract is an example of a contract that we should all be afraid of, because it could get us into trouble. After reading this agreement, I believe neither one of us would have signed it.
On page 2, please see below phrases that clearly state there was no agreement yet settled between the parties:
‘Artistco and Promoter shall reasonably cooperate with each other in an effort to arrive at mutually approved itineraries for each leg of shows during the Term’ (so they haven’t yet arrived at any common approvals)
‘Artistco hereby pre-approves up to thirty one (31) shows, or such other greater number as agreed by Artistco and Promoter’ (it’s a pre-approval, not an agreement and there is no specific no. of shows, as 31 is then superseded by ‘or such other greater number as agreed by […]’)
‘The parties shall attempt in good faith to agree upon the number of shows that need to be scheduled […]’
What do I understand from this entire ‘Itinerary of Shows’ paragraph? What is the message? We have not yet agreed on anything, we still have to negotiate it, but if I, AEG want to add any more shows, it is unreasonable for you, ARTIST, to not agree… Apparently the Promoter has the right to ask for more shows or even legs to the tour (how many? it doesn’t say, so any number) and it is unreasonable for the Artist to disagree AND he then has the obligation to comply with quality performances although the shows could have been scheduled 3 days in a row, for example. Because… 3.5 shows in a 7 day period but not more than 1 a day can mean 1 a day for 3 or 4 consecutive days. I’m pointing this out not just for the sheer injustice towards the artist, not just to highlight the humiliating contents of the letter and the threatening tone of it, but because as it is clear to me and others that the conditions were biased it would have been a lot clearer to Michael Jackson. He would have never signed this, that’s what I’m trying to prove.
Page 3 is a very tricky one, that apparently clearly tells us what AEG’s interest was really about. They are very careful to write in the contract – in clear language, this time, not like the rest of the agreement: ‘’[…] promissory note shall not be secured by any property belonging to Artist, but shall be secured by property owned by Artistco’. Why? Why should this be so clearly specified? Even if Michael had nothing owned by himself as a person, what is the problem that they had to specify he could not guarantee for the money himself? Isn’t this an obvious statement that they were so focused on getting the catalogue from him that they had to prevent anything else from stopping them? Because, say, if Michael failed to provide his end of the bargain, maybe someone else could have helped him with money or collateral so AEG would recoup their investment. But that’s not what they were looking for, right? They didn’t want to recoup… they wanted everything. And that meant all he had. The catalogue… and eventually his life… I guess they weren’t going for it, it was just incidental, but not too big a price to pay. Not for them.
That’s what I thought of first but… Later on I find out that the catalogue was not on Artistco as I initially thought, but on another MJ legal entity shielded by one trust, which in its turn was shielded by another trust. If this is indeed so, then the catalogue seemed to be well secured and unreachable for AEG as it didn’t belong to Artistco. So, then, why are they making sure the collateral would not be paid by the artist? Well, because the artist wouldn’t be stupid enough to sign something that would deprive him of his most prized possession, would he? So he had to be tricked into signing somehow. At least he had to have seen some pages to a future contract and those pages had to be secure enough for Michael Jackson to sign, they had to make sure he would sign something. Why didn’t it matter what he signed? Because they had their inside man on the job, Mr. TT and with his help they could change anything. Let’s not forget that it wasn’t MJ, but TT running that company, he had power of attorney to act on Michael’s behalf, so he could have worked his magic to make sure the catalogue would somehow make it on to the Michael Jackson LLC and therefore into AEG’s hands. Think that’s a little far-fetched? Then just know that he didn’t have to go that far, either.
Again, for the sake of demonstration, consider this: say Michael wasn’t able to pay back his debts and he put as collateral everything Artistco owned (so nothing) and everything he owned. Of course, in case of a trial, with the proof of a valid contract he would have to pay back his debt through whatever he had, in this case the prized catalogue. The court/ bank/ whatever it is’, doesn’t care where you pay from, you have to do it. That’s why in some cases the collateral is someone else that you have to enter as warranty that you are solvable. If you don’t have enough money/ a car/ a house to give, they will take it from the person who signed for you. So yes, it would turn out bad for Michael either way. My guess is, as I said, that they were just trying to trick him into signing, put it in big letters that the collateral was from Artistco only, while he signed for both himself and the company and when the time comes and he is unable to pay his debt, the money has to come from somewhere if it couldn’t come from Artistco.
I skip pages that go on on the same tone, about how the artist is supposed to comply with anything that the promoter comes up with and how the artist is responsible for absolutely all payments involving the concerts and tours and just about anything. Really, Michael could have very well taken a bank loan and then pay it back from the earnings on the shows and be better off than with this ‘agreement’. At least the bank wouldn’t have watched his every move about how many shows, how often, etc.
However, we arrive at page 6, which I want to link to page 1, where we have ‘Promoter’s Rights’ at paragraph 2, followed by ’Promoter’s Responsibilities’ only at paragraph 5, here on page 6. Also, here we have ‘Artist’s Responsibilities’, not followed by ‘Artist’s Rights’. Anywhere in the contract. Again, I’d say it is quite apparent that in this agreement the Promoter has mostly rights and some responsibilities and the artist only has responsibilities and no rights… Michael would have never signed a contract where his rights were not even stipulated! They are supposed to come in first, in any contract and there’s no such agreement where one of the parties has no rights, only obligations! This goes against the very validity of a contract of law.
But that’s not even by far the strangest thing. I think the strangest is the mentioning of Dr. Thome, Michael’s staff and advisor, in a contract designed not by Michael, but by the other signing party! That is truly bewildering and a huge conflict of interest. They say: ‘With the exception of the monthly fee owing under the terms of a separate agreement with TT International, LLC for the services of Dr. Thome Thome (not to exceed $100,000 per month) which shall be included in Production Costs, Atistco shall be solely responsible for and shall pay all costs associated with management and agency commissions or fees and legal fees of Artist and/ or Artistco, if any;’
The conflict of interests is obvious. An adviser is meant to be the right hand of the person whom he is supposed to give advice to. An adviser, just like a lawyer, cannot work for both parties of the same time. Why not? That’s the very thing with a conflict of interest. Though the law might be the same and the rules apply to us all and all advice cannot fall outside the limit of the law, there can be no honest advice by the same person to both parties. One cannot help both equally, because the adviser would have to help A get more money/ services/ interest from B and would have to help B do the same to A. One person cannot do both at the same time, so that one person is biased towards one of the 2 parties. No one person can have two opposing interests at the same time. That’s the very essence of a conflict of interest. And corporations know very well what that is, they build their entire business strategy trying to keep as far as possible from conflicts of interest.
So, obviously, although TT was posing as Michael’s staff, friend and adviser, as long as AEG mentioned him in the contract makes it clear he was working for AEG, so against Michael Jackson! That’s how business works, it’s one against the other, it’s not a world of love and peace, on the contrary. What is weird to me is that they would go to such lengths as to even mention Dr. TT in the agreement. He was working for them anyway, why would they want to draw attention to that? Michael’s attention, that is. Unless… Michael never saw the ‘agreement’ that he supposedly signed.
To continue on page 7: Point 6.10 is again not ok. Maybe it’s common use, but then again ‘positive public perception’ can honestly mean anything and therefore it should be in the definitions, because this way they can pick at anything, and as Michael’s public image was so controversial, they were probably counting on it. Reading that, I tried to put myself in the Artist’s shoes and honestly wondered what they meant by it and what could I or couldn’t I do so as to keep to my part of the agreement? Anything can be damaging to the public image, especially when you are a bit on the odd side of the public perception, like Michael was.
Page 8 – ‘Artistco shall have the right to have a representative participate in all show settlements’. Correct, nothing wrong with that, but in order for this to happen, a separate document legalized by a notary public should make this possible. I have seen nothing of the sort, empowering Dr. T, the kind of documentation that should come together with such an agreement.
Page 9 – paragraph 11 – Approvals – ‘Notwithstanding Artistco’s approval rights, in the event Artistco unreasonably withholds, delays or qualifies Artisco’s approval over any such matter, Artistco shall be deemed to have given its approval over such matter’. Amazing! Should I understand from this that they wanted to presume any delay in answering or giving consent as a legal approval? How about the promoter’s delays? What if AEG delays or withholds their approval? What could the other party do about it? Could he also have considered their lack of immediate answer as consent?! No, because he had no rights, he only had obligations.
Page 12 – paragraph 16.8 – ‘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 dully given or made […] (III) upon delivery by fax machine capable of confirming receipt […] and in each case addressed as follows’… continued with page 13 where again we see that even notices and approvals or requirement of approvals were not meant for Michael! Again, all papers were meant for Dr. Thome Thome and this was even supposedly included in their fake agreement. They are clearly stating here that whatever deal they had with MJ and his company can also be handled through a fax machine (which is unusual for such complex and important agreements, where everything has to be an original paper). Not only that, but whatever the documentation, it wasn’t even directly addressed to Michael Jackson and that went into the ‘agreement’. As if this was not enough, paragraph 16.9 – Counterpart/ Fax Signatures makes it all even stranger: ‘This agreement in any number of counterparts, each of which shall be deemed an original, and facsimile copies or photocopies or signatures shall be as valid as originals.’ THAT NEVER HAPPENS! Nothing else but the original signature is ever considered an original, unless you have mass production of an item, like banknotes, which don’t all have to be originally signed. But such an agreement can never ever fall under such specifications. That would even make this paper that I’m reading an original! Once again, how much proof is necessary? Michael never signed this.
Page 15 – paragraph 4 – Force Majeure Event – we see the same situation where only one of the parties has rights. Apparently the Artist is not at liberty to claim Force Majeure unless some conditions are met. Nothing seems to impede the promoter’s right to claim Force Majeure.
Page 18 – paragraph 14 of the Definitions – The Term – again we have very intricate formulation, it’s all very blurry as if meant to be difficult to read and understand. Basically I understand that the promoter can prolong or cut short the expiration date with nothing more than a written notice, while the artist had to pay if he wanted to end it sooner. Dec 31st 2011 might have not even been the end of the tours, as it was unreasonable for the artist not to agree to more shows or even tour legs. They could have gone on forever, and the ‘’territory’’ meant ‘the world’. See what I’m saying? He was theirs for life, there was no place to hide.
The Security Agreement – Miscellaneous paragraph: ‘Each person signing this note on behalf of Maker represents and warrants that he has full authority to do so and that this Note and Security Agreement binds Maker (i.e. both Artistco and Artist). This note may not be modified or amended except by a writing signed by each Maker and Holder’. Again, outrageous! How could this be tested for authenticity? Absolutely anyone could have signed this on behalf of Michael Jackson and it would be valid? Where is the legalized paper where they say who this signatory could be? Without it how can it be valid?
What I haven’t mentioned has already been talked about in previous posts. I didn’t want to talk so much about how they were being unfair to him, although they were outrageously obvious about it, but about how the contract is not a contract at all. At large, the agreement is one huge abuse against any artist and it has a very clear agenda. That’s what strikes me as so odd. If you want to trick someone into signing something that doesn’t do him any good, you try to hide it. They didn’t, it all seems like a draft of how to trick Michael Jackson, a draft that needed severe improvement, otherwise he would know what’s going on. I’ve already stated this several times: a savvy business man like Michael Jackson was would have never signed such an agreement. My opinion is that both AEG and Dr. Thome underestimated Michael Jackson, his intellect and the power they had over him. I often see this situation, where men loaded with a lot of testosterone (like Thome), with big jobs (like Randy Phillips) look down on someone like Michael Jackson, with his soft voice and seemingly frail persona. Dr. Thome Thome never expected Michael to figure out his game and get rid of him. They never expected their deceitfulness to turn against them, they thought Michael was fragile enough to be easily defeated. They were wrong! Michael Jackson might be dead, but he was never defeated. He is invincible and time and further proof will vindicate him.
- The AEG contract with Michael Jackson (vindicatemj.wordpress.com)
- JOHN BRANCA as a villain, AEG as an angel and KAREN FAYE as a business adviser in Michael Jackson’s affairs (vindicatemj.wordpress.com)