LAS VEGAS (CN) - Spanish-language musician Cesar Rodriguez Ramirez says he'll have to pay $2 million to leave a California record label unless a federal judge voids the parties' contract.
Ramirez says in a Christmas Eve lawsuit that four partners of budding Spanish-language record company Nuevo Orden Music committed fraud when they lied to induce him to sign a record contract, but then changed the terms to include a $2 million penalty if he went to another label.
Ramirez says Jose David Hernandez claims he is a "music professional with extensive experience and professional contacts in the popular Spanish-language music industry" and led a team of recording professionals and producers.
According to the complaint, Ramirez met with Hernandez in April 2014 and says over the next several months Hernandez and others claimed they were creating a new record label, Nuevo Orden Music, which would focus on the Spanish-language music industry in the United States and Mexico.
If Ramirez signed with Nuevo Orden, they told him the label would record and promote his music through performances and record sales and give him professional exposure. In June 2014 he entered into an artist-agent agreement and signed a record contract, Ramirez says.
The agreement requires the agent to "use his or her best efforts in submitting the artist's work for purpose of securing assignments, sales and shows for the artist. The agent shall negotiate the terms of any assignment, sale or booking that is offered, but the artist shall have the right to reject any assignment if the artist finds the terms thereof unacceptable only in the case a valid reason is determined."
Ramirez says the record contract binds him to Nuevo Orden for seven years, makes the record company the sole owner of all masters and CDs, tapes and other audio or visual recordings, and requires Ramirez to record 14 masters - including at least one full-length album annually - over the seven years.
The record contract did not mention copyrights, trademarks, service marks or their assignment to Nuevo Orden. But Hernandez and business partner Martha Fraile - whom Nuevo Orden refers to as "management" on its Facebook page - filed a federal application to register the Cesar Rodriguez y Su Banda Mix and scheduled a promotional tour of Mexico that fall, Ramirez says in his complaint.
Ramirez says he quit his job in Las Vegas to go on a Mexico tour, during which Hernandez and Fraile continuously contacted him to sign a new contract they said would reduce the number of contractual recordings from 14 to seven over seven years. The new contract would also require any label interested in signing Ramirez to pay Nuevo Orden $2 million, Ramirez says.
Ramirez says he was in Mexico the entire time, had no way to contact an attorney or business advisors to review the new agreement, which was written in Spanish. Hernandez, Fraile and partner Daniel Fernandez urged Ramirez to sign it as soon as possible, claiming it could not wait until he returned to the United States, Ramirez says in the complaint.
Ramirez eventually relented and signed the new record contract in September 2014. He says he learned afterward the new contract still requires him to record 14 albums and forces him - not a new label - to pay Nuevo Orden $2 million to leave.
The musician also says learned an English-language version of the contract claims he assigned all copyright and trademarks to Nuevo Orden, despite the Spanish-language contract he signed making no such references. Nuevo Orden refuses to transfer the rights back to Ramirez, he says in the complaint.
After 18 months, Ramirez says Nuevo Orden never gave him the opportunity to record music, he did not receive any meaningful exposure, and they improperly marketed him as a regional Mexican musician.
Ramirez says Nuevo Orden never had the capital necessary to properly promote him as agreed in the record contracts and stopped promoting him in order to sign more acts. And he can't sign with another record label to obtain effective marketing support because he'd owe Nuevo Orden $2 million to leave, the complaint states.
While he only lost money with Nuevo Orden, Ramirez says the fledgling record company, which was founded in 2014, used his performances to enhance its reputation and recruit more clients.
Ramirez seeks a court ruling giving him ownership of copyrights and trademarks of his music, punitive and exemplary damages and compensation for fraud, bad faith, unjust enrichment and breach of contract from Nuevo Orden Music and its partners Fraile, Hernandez, Fernandez and Enrique Naranjo.
Steven Gibson filed the complaint on Ramirez' behalf and declined further comment.
Nuevo Orden Music does not have working phone number, and Fraile did not return a phone call on Tuesday.
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