Van Halen and services contracts…really?
What does the rock band Van Halen and M&Ms have to do with the need to carefully read a standard form services contract? Let me tell you a story…It starts with the well known extravagant backstage demands of modern pop stars. As you may know, their agents and lawyers painstakingly negotiate the artist’s requirements with the venue promoters for months beforehand. Notable examples of such requests include, the backstage room temperature being a constant 70oF (Beyoncé), a smoothie station and a barber’s chair (Kanye West), a room painted white that is filled with white flowers, white candles and white curtains (Jennifer Lopez), or 12 litres of Fiji spring water (Mariah Carey).
Services contract ‘rider’
An artist’s particular requirements are usually set out in the ‘rider’ that is annexed to the standard performing contract. The contract rider adds specific details and conditions to the contract in relation to everything from the technical requirements of artist’s equipment and stage set-up, to their preferred brand of cigarettes (Marlboro, in the case of Adele).
Van Halen’s performing contract
The rock band Van Halen included a condition buried in article 126 of their performing services contract rider stating that the venue must provide a bowl of M&Ms in the band’s dressing room, in which all of the brown coloured M&Ms had been removed. Reportedly, if Van Halen arrived back-stage from their tour bus and found brown M&Ms in the lolly bowl the band would not perform at the venue until the whole stage set-up had been re-checked by the promoter. Van Halen claimed that they didn’t have to perform until this was done as the venue was in material breach of the contract. Was this simply a whim by rich rock star prima donnas? Did they just hate the taste of brown M&Ms? Perhaps neither. Looking at the situation as a commercial contracts lawyer there was an astute practical reason why Van Halen included the ‘brown M&Ms’ clause in the services contract.
Van Halen’s pyrotechnics and staging
Back in the 1980s the two rock bands that arguably put on the biggest stadium concerts in the world were Kiss and Van Halen. These flamboyant productions were not so much rock concerts as fully immersive shows, providing fans with rock and roll, pyrotechnics, lasers, smoke machines, fire breathing and shooting rockets. Such elaborate live performances required days and days of preparation and technical set-up, including reinforcing the stage to deal with the band’s heavy equipment. Famous artists such as Curtis Mayfield have been paralysed and had their career cut short through onstage accidents. The risk of serious injury meant that performers like Kiss and Van Halen believed it was critical for the technicians and support personal at the venue to set up the stage and heavy equipment to the band’s exact specifications found in the contract rider.
The secret to Van Halen’s practical approach
Van Halen’s reason for including a condition in an obscure part of the contract that required the venue to remove brown M&Ms was to test the professionalism of the venue. If there were no brown M&Ms in the lolly bowl it provided the band with some comfort that the venue promoter had actually read and complied with the entire contract, including the technical specifications in the rider. On the other hand, if David Lee Roth or Eddie Van Halen found that the promoter had not complied with the simple task of removing the brown M&Ms from the lolly bowl in their dressing room, the chances were high that the venue has not read the contract or set up the equipment, lighting rigs and pyrotechnics in accordance with the precise contractual specifications. If this happened Van Halen may not only sound terrible as a result of technical or equipment error but they could be in physical danger if they performed.
How you can apply this to your services contract
This anecdote illustrates the importance of a supplier reading a customer’s standard form services contact thoroughly to ensure that the supplier understands its obligations and can comply with the services contract in full. For example, a customer’s services contract may not state all of the customer’s termination rights in a single place like the ‘Termination’ clause – its termination rights may be scattered and appear in the ‘warranties’ clause or the ‘service levels’ clause. If in doubt, suppliers should not hesitate to seek suitable professional legal advice so that they are aware of the extent of their legal obligations under a standard form services contract.
Photo credit: Pixabay