ATLANTA (CN) – Dash Crofts, of the soft-rock Seals & Crofts act, may be liable for breach of contract after he allegedly tried to “steer” a producer away from the now-disbanded duo’s final album, a federal judge ruled.
Seals & Crofts rose to the top of the charts in the 1970s with hits such as “Summer Breeze” and “Diamond Girl” but stopped recording in 1980.
Crofts and his partner Jim Seals reunited for one year in the 1990s and teamed up again a decade later for a final album, featuring a rerecording of “Summer Breeze.” To produce and distribute the album, Seals & Crofts established SCHR with St. James Entertainment.
The duo signed a contract with St. James and producer Hale House Productions, promising to deliver at least 45 minutes of recordings to SCHR, and to participate in marketing the new album. St. James claims the agreement allowed Seals, Crofts and other members of the joint venture to pursue other business opportunities and musical projects, independently of each other.
“Traces” was released in May 2004 and contained close to 42 minutes of recordings.
Four years later, SCHR’s manager forwarded Crofts a message from San Juan Records agent John Lappen who was interested in using the album’s version of “Summer Breeze.” In Crofts’ reply to the email, he said St. James and the other partners “know absolutely NOTHING about music” and offered to discuss the original “Summer Breeze” instead of the version on “Traces.”
But Crofts had accidentally sent his email to the SCHR manager instead of Lappen, exposing his attempt to cut the producer out of the deal.
Although Crofts rejected San Juan’s offer to rerecord “Summer Breeze,” St. James sued him in July 2009, alleging Crofts had breached the agreement by going behind the company’s back.
A federal judge refused to rescind the contract in 2010, but allowed St. James to pursue claims for breach of contract and fiduciary duty, bad faith, and unjust enrichment.
St. James argued that Crofts had breached the agreement by trying to interfere with a potential deal and steer business away from SCHR, without telling anyone else at the company. St. James claimed that Crofts had no authority to negotiate with third parties on behalf of SCHR.
But Crofts denied that he had tried to strike a side deal with San Juan, and claimed that his intention was to “screen” Lappen on behalf of St. James. What’s more, Crofts maintained that he was never aware of any specific negotiations between Lappen and the company.
In his Aug. 8 ruling, U.S. District Judge Richard Story agreed that a jury may find that Crofts sincerely believed San Juan was not interested in “Traces” and only sought to rerecord original Seals & Crofts hits. As such, Crofts’ conduct would fall within his rights to pursue other musical projects, as stipulated in the contract, the ruling states.
Story also concluded that Crofts’ failure to deliver 45 minutes of recordings to St. James could not constitute a breach of contract, since St. James had failed to notify Crofts of the alleged breach.
St. James moreover cannot prove that Crofts’ intervention prevented it from closing a deal with San Juan Records, according to the ruling.
Story said St. James can sue Crofts for failing to “do all such other acts and things as may be required by law or as may be required to carry out the intent and purpose of the agreement,” such as facilitating deals involving the album.
Only a jury can decide whether Crofts had violated his fiduciary duty to the company by negotiating directly with San Juan, the ruling states.
As for the bad-faith claim, Story concluded that, “while there may be no obligation for Crofts to promote the album before seeking a separate business opportunity, he does have an obligation not to divert a business opportunity away from the company.”
The court dismissed St. James’ claims for unjust enrichment and an accounting because it failed to prove that Crofts benefitted from his negotiations with San Juan.
Story also denied St. James’ request for a permanent injunction against Crofts.