Legal Help with "Riders" When Hiring a Musician / Actor / Speaker / Performer for your Event, Party, Club, Festival, Threatre or Performance

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

Companies, organizations, clubs, music halls, music festivals, stage theatres need to hire performers (such as musicians, actors, speakers, dancers, and anyone else engaged in a performance ) to perform at their event or venue.

The two parties will enter into a detailed written agreement hiring the performer. The agreement will describe in writing the obligations of the performer and the organizer of the event such as performance date, performance specifics, payment terms, etc. The agreement will also have a section referred to as the "rider".

Usually in the rider will be found a list of certain items be provided to the performer in their dressing room or on stage or certain actions be taken by the event organizer for the benefit of the performer.

Although almost anything can be found in a rider depending on the personal desires of the performer, typical items usually found in the "rider"portion of the performance agreement deal with matters such as:

• catering of certain food or beverages be provided in the dressing room pre- and post-performance including the type, quantity, timing, along with any special preparation requirements
• dressing room arrangements including furniture, lighting, temperature
• provision for overnight accommodations such as hotel room
• vehicle transportation from hotel to venue for performer
• transportation of equipment
• security specifically for the performer
• certain types of equipment or musical instruments on stage
• table beside the stage to sell promotional items before or after the performance

If your organization is negotiating to hire a performer or if you have been presented with an agreement containing a "rider" from a performer's agent, please contact my office before you sign the agreement. Often times the agreement will need to be revised and other provisions included to deal with the specifics of your event and in order protect the legal interests of your organization.

I have experience in reviewing and revising performance agreements including "riders" and I understand the legal provisions that should be included in a "rider" from the perspective of a the party hiring the performer. I will meet with you and review the proposed agreement and provide you with legal advice to ensure the agreement is properly prepared.

To get started, please contact me today.

Performance Agreements and Riders for Speakers, Musicians, Actors

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

If you are a musician, actor, speaker, dancer, or someone engaged in a performance, it is important that you have a performance agreement available to provide to anyone who wants to hire you such as companies, organizations, clubs, music halls, music festivals, and stage theatres to perform at their event or venue.

You should enter into a detailed written performance agreement with the party that wants to hire you. The agreement will describe in writing the obligations of the performer and the organizer of the event such as performance date, performance specifics, payment terms, etc. The agreement will also have a section referred to as the "rider".

Usually in the rider will be found a list of certain items you wish to be provided to you in your dressing room or on stage or certain actions be taken by the event organizer for your benefit.

Although almost anything can be found in a rider depending on your personal desires and requirements, typical items usually found in the "rider"portion of the performance agreement deal with matters such as:

• catering of certain food or beverages be provided in the dressing room pre- and post-performance including the type, quantity, timing, along with any special preparation requirements
• dressing room arrangements including furniture, lighting, temperature
• provision for overnight accommodations such as hotel room
• vehicle transportation from hotel to venue for performer
• transportation of equipment
• security specifically for the performer
• certain types of equipment or musical instruments on stage
• table beside the stage to sell promotional items before or after the performance

If you are a performer and require your existing performance agreement reviewed and updated, or if you require a new performance agreement including a "rider", please contact my office. I will meet with you and prepare an agreement that fits your needs.

I have experience in the preparation of performance agreements including "riders" and I understand the legal provisions that should be included in a "rider" from the perspective of the performer. I will meet with you to discuss your needs and provide you with legal advice to ensure you have a performance agreement that has been properly prepared by a lawyer.

To get started, please contact me today.

Legal Help in Buying A Restaurant

by: Peter Cusimano
Business Lawyer - Barrister &  Solicitor

If you are planning to buy a restaurant, there are several legal issues that you need to deal with.

Some issues include:

• Franchise or Private operation - if the restaurant is a franchise, you will need to obtain a copy of the franchise agreement and address any issues with the franchisor
• Offer to purchase document - Often times the use of a basic offer to purchase is not sufficient to protect the buyer and as such I generally recommend not using an offer to purchase that has been either pre-printed on a form or provided to you by an agent or non-lawyer
• Purchase and sale agreement - a purchase and sale agreement will need to be prepared. It is not generally recommended that you use a basic purchase and sale agreement that has been either pre-printed on a form or provided to you by an agent or non-lawyer
• Lease review and assignment - sometimes you may want to make changes to the lease, or there are terms in the lease that place on your obligations or risks that you were not aware of or that you would prefer not to assume
• Searches against the Business - a lawyer will conducts certain searches against the business to assess if there are any special problems that require attention such as whether there are any lawsuits against the restaurant
• Assignment of Liquor License - the liquor license will need to be transferred.
• Employee matters - employee issues can become complex and without proper advice you may be assuming unexpected risks that could result in significant liability to you after you have purchased the business in the event you have to terminate the employment of an employee whose employee you continued as part of the purchase.
• Co-ordination with other professionals. Often times, there will need to be discussions with your accountant and banker, and other professionals.
• Other issues: There are several other issues that will need to be considered including the continued use of the restaurant's name, transfer of the telephone number, continuation of any telephone book listings, transfer of restaurant's website

If you are contemplating buying a restaurant, please feel free to contact me to discuss the legal aspects of the transaction and the legal assistance that I can provide to you.

Contract Terms Explained In Simple Language

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

Legal contracts often contain language that is difficult to understand by people who are not lawyers.

Common provisions or terms found in a legal contract may include any of the following:

• indemnity
• limitation of liability
• confidentiality
• intellectual property rights
• license
• termination
• remedies
• survival
• relationship of parties
• governing law
• force majeure
• severability
• conditions
• injunctive relief

You may have heard of these terms or seen them written in agreements, but you may not know what they mean, whether they help you or potentially can harm you in your business agreement.

The business terms may sound good, but should you sign the agreement as it is currently legally written or should the legal terms be modified more in your favour?

In order to assist you, it is recommended that you have a business lawyer who is experienced in dealing with business contracts review, and if necessary, make suggestions and modifications to the proposed agreement.

As a business lawyer, I deal with business agreements every day for many types and sizes of businesses. The service that I provide includes:

• finding out what is your understanding of the proposed business arrangement
• read and review the proposed agreement
• determine if what the agreement says is consistent with your understanding of the business arrangement
• make any suggested changes to wording
• explain to you in plain English the meaning of the legal terms contained in the agreement
• answer your questions
• negotiate with the other party's lawyer (if needed)

If you want to get started with me reviewing your contract, contact me today.

What to Look for When Reviewing an Agreement / Contract

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

In order to succeed, a business often has to enter into an agreement with another businesses. For example, types of agreements may include:

• Purchase and Sale Agreement - for use if you are buying or selling a business
• Distribution / Supplier Agreement - for use if you are a supplier or want to purchase from a supplier either products or services
• License Agreement - for use if you have certain technology or intellectual property that you want to license to another party or that you want to license for use
• Joint Venture Agreement - for use if each business brings to the table certain services or products and combined both parties operate a venture jointly
• Lease Agreement - for use if you are leasing a commercial premises either as tenant or landlord
• Services Agreement - for use if you are either supplying or purchasing services

In each type of agreement, it is important to have the agreement properly reviewed and negotiated to ensure that the agreement is consistent with the understanding that you have as to the benefits you will obtain and the obligations you have to fulfil.

You may be able to deal with the business aspects of an agreement, but often times, agreements contain complex provisions of a legal nature that may be difficult to fully understand yet at the same time impose unreasonably obligations or burdens on you. Alternatively, some provisions may limit the benefits you are expecting and may also limit your ability to protect yourself or your ability to take action against the other party in the event that the other party does not do what you expected them to do.

It is important to have a lawyer assist you in the review and negotiation aspect of the review of a contract/agreement. If you do not have a lawyer, then you will save time and money if you have a business lawyer prepare the contract/agreement for you so that you know it will be properly prepared and so that you can focus on your business.

When reviewing and negotiating a proposed agreement, a business lawyer will usually look for or at all of the following:

• Parties: determine if the parties who should be included in the agreement are properly listed
• Obligations of Parties: examine your obligations and the obligations of the other party - are your obligations more than you understand them to be, or are the obligations of the other party inadequate for what you were expecting to receive
• Payment Terms: are the payment terms properly identified
• Special issues: to deal with any unique particulars about your agreement
• Legal remedies: to deal with problems that may arise in case the other side does not do what they have promised to do
• General Legal terms: common provisions that should be included in the majority of contracts/agreements
• Schedules: to determine if any schedules are required or if they are adequate and clearly written

If the other party has a lawyer, I will contact the other lawyer and discuss any issues with the other lawyer.

As a business lawyer, I deal with agreements/contracts every day for a wide range of businesses. If you wish me to review and/or negotiate an agreement with another party, feel free to contact me today to discuss the legal needs of your business to get started.

Friends Wants Me To Invest in Their New Business. What Do I Need to Know?

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

Every business needs money to operate. One way of raising money is seeking out investors to become shareholders in the company. Often times, the founders will speak to family and friends and invite them to purchase shares in their corporation and become shareholders. Although this can be an exciting opportunity, it is important that as a potential investor you proceed with caution and do your homework before investing your money.

Keep in mind the following pointers:

1. learn as much as you can about the business - if you don't understand the business or the operators do not give you adequate information for you to make a proper assessment of the business then it is likely not something you should be investing in
2. learn as much as you can about the people who are operating the business including their background in business
3. recognize that no business is a sure-win and every business is at risk of failure
4. ask to see the financial records of the company and bring them to your accountant for review
5. learn about the competition
6. ask to the see the "minute book" of the corporation. Every corporation is required to have a minute book. If the corporation does not have a minute book, then you must insist that the minute book be brought up to date first. Bring a copy of the minute book to a business lawyer for review
7. ask to see the shareholders' agreement for the company. If the company does not have a shareholders' agreement, ask that one be created as a condition of you advancing any money to the corporation
8. sometimes, buying shares may not be the best way to go, and instead you may wish to instead loan money to the company
9. there can be certain tax issues that need to be considered so it is important that you speak with your accountant to determine what is the best way to proceed
10. certain documents should be prepared including certain resolutions of the directors, a new share certificate, and some other legal documents depending on how the transaction is structured. You should speak to a business lawyer who can advise you and ensure that the proper paper work is prepared

When considering investing in a company as a shareholder, it is best to first speak with your accountant and a business lawyer who can give you proper advice based on their expertise and experience dealing with other businesses.

In my law practice, I deal with businesses and also people who wish to invest. If you are considering investing in a business or you operate a business and are contemplating having additional shareholders in your company, please contact me and I would be please to assist you.

What it Means When a Company Name is Mostly a Number such as "1234567 Ontario Inc."

by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

Usually when you see the name of a company, it is made up of a few words such as "ABC Computer Inc.". However, sometimes you will see a company whose name is mostly just a number, such as "1234567 Ontario Inc."

Does the number have any significance and is there any difference between a company with a number as opposed to a name?

In Ontario, every corporation has a corporation number assigned to it for identification purposes. A corporation may also have a name such as "ABC Computer Inc.". When a corporation has a name, it can be identified using that name and is usually referred to as a "named company".

However, you may also come across a company that has no name other than a number -- these corporations are referred to as "numbered company". In such a case, the Ontario government will simply assign the next available corporation number and the name of the corporation will simply be the corporation number plus the word "Ontario" plus a legal ending (such as Inc., Ltd., or Corp., Incorporated, Limited, or Corporation). As such, the name of a numbered company can be something like: 1234567 Ontario Inc. There is no choice in the number, the government automatically assigns the next available number.

Why would someone choose the name as a number rather than picking an actual name for their corporation?

There are situations where one may prefer to use a numbered company instead of a named company including:

1. it takes time to find a suitable name for a company which can take time and extra expense. By proceeding by way of a numbered company, there is no delay as the government simply assigns the next available number.
2. one does not want to attract attention to the company and as such prefers using a number as opposed to a name
3. a corporation is created for limited use and will not be promoting itself to the public and in such a case, the operators may not be concerned about the name
4. the operators may want to use the corporation for various businesses and do not want to use a named corporation

Is there any legal difference whether a company is a numbered company or a named company?

Generally, there is no legal difference whether a company is a numbered company or a named company.

My legal practice consists of many businesses including named companies and numbered companies. If you are planning to start a business and would like to incorporate, please contact me and I would be pleased to assist you.