I Can’t Go For That (No Can Do) . . . The Hall & Oates Case
Quick trivia question? Who is the best-selling musical duo in Rock n' Roll history? Hint: They are in the Rock Hall of Fame, and they are not Simon and Garfunkel, The White Stripes, or Ike and Tina Turner.
It's Hall & Oates. They have sold more albums (40 million) and had more hits (19 Top 10 Hits, 9 #1s) than any other duo going back to their first release in 1972.
They're very much in the news right now. Toward the end of 2023, after weeks of rumors and a very noticeable chilling of their on-stage relationship (yes, they still tour), Hall filed for and received a Temporary Restraining Order against Oates.
So, why are we writing about 'a spat' between the guys who sang Maneater? Because it's not 'a spat' between musicians, it's a series of serious issues between business owners with potentially millions on the line.
The Joint Venture
A few years ago, in what appears to be the result of some estate planning, Hall and Oates formed a joint venture company called Whole Oats Enterprises LLP and transferred the rights to their songs, trademarks, personal images, social media sites, and more into it. Hall's portion is owned by a trust that was created; his wife and agent are the trustees. Oates' ownership has also been transferred to a trust, though right now, we have no information about it other than that it exists.
The Sale
Over the last few years after forming the joint venture, Hall noticed that Oates had become “adversarial and aggressive” while constantly raising a series of business disagreements through a “revolving cast of lawyers.” Late in 2022, Oates asked to dissolve the duo’s touring entity; he started performing on his own at the same time.
Finally, last summer, Hall invoked a clause in their agreement and started mediation to try to work out their issues, leading them this past summer to enter mediation — “a process in which a neutral arbiter helps two sides work out their differences outside of court.”
However, in October, while the mediation process was underway, Oates suddenly informed Hall that he had accepted an offer to sell his portion of the business to Primary Wave Music, a New York company specializing in marketing estates and song catalogs.
Primary Wave already owned at least some of the rights to some Hall & Oates hits - they bought the copyrights from a pair of Hall & Oates writers in 2014.
Hall said he was ‘blindsided’ by the sale and went to court to file for the TRO. His primary fear, he wrote to the court, was that, as the joint venture oversaw Hall & Oates trademarks, social media assets, images, and website assets, he was fearful that any potential sale by Oates would leave his “name and likeness vulnerable to exploitation.”
He added that the sale was a “completely clandestine and a bad faith move”, that was in “blatant violation” of longstanding business agreements between the pair going back to their formation in 1967.
Additionally, he claims, that, in essence, Oates and the trustees of the trust were "falsely contending” that they wanted to continue owning their share of Whole Oats while they “surreptitiously sought to sell half of the WOE assets without obtaining my written approval.” In other words, they were using the mediation as a smokescreen for their true intentions.
It needs to be noted that Hall has long been outspoken against musical artists selling their rights to large companies. As late as 2021, he told Sky News, "Never sell your publishing. Maybe if you are 80 years old and have decided to retire, then you can sell your publishing, but I wouldn’t even suggest it then. I don’t believe in that concept; it’s all you have.”
There would seem to be little question about whether Oates was and is fully aware of his longtime partner’s feelings on the subject.
The Non-disclosure Agreement
Hall claims that his agreement with Oates had a comprehensive non-disclosure clause; no element of the agreement could, at any time, be disclosed to a third party. In his court filings, he made the not unreasonable assumption that Oates would not have a sales offer from Primary Wave if they had not already reviewed their company’s corporate paperwork and agreements.
He is, therefore, claiming that by going to Primary Wave, Oates violated the terms of his agreement with Hall simply by approaching a seller.
These are obviously private people—when not on stage—who wanted to keep their business dealings as close to the vest as possible in an age when every ‘listen’ on Spotify, Apple, and the rest is carefully tallied.
Mediation would have kept it that way, but forcing the Hall to ask for a TRO has likely completely undone all that.
