Universal said that it had been “misled and likely defrauded” by representatives of Bremer Trust, the Minnesota bank charged with administering the estate, and demanded its money back. According to Universal, it learned after closing the deal that some of the rights it had paid for conflicted with those held by Warner, through a confidential deal that company signed with Prince in 2014.
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Judge Eide has allowed Universal’s lawyers to finally view the Warner contract, and the company’s response is expected this week. Whatever happens, music executives say, the episode may harm the estate and complicate efforts to make another deal.
“I don’t think there’s an outcome that is free of cost,” said Lisa Alter, a copyright lawyer who is not involved in the case, “and I don’t think there’s an outcome that is free of some damage to the estate in terms of throwing a cloud over what the rights really are.”
Representatives of Universal and Warner declined to comment. In a statement, a spokeswoman for Bremer declined to respond to specific questions but added that the bank had acted in the best interests of the estate and that “all agreements and entertainment contracts were properly reviewed, authorized and approved by the court.”
The conflicts in the Prince estate have become the music industry’s equivalent of a soap opera. It is extremely rare for a major deal like Universal’s to be canceled, music executives said. And the story has become all the more riveting with allegations of mismanagement and deception on the part of estate representatives, including L. Londell McMillan, a lawyer who once represented Prince and was an adviser to Bremer. (The estate has also been rocked by separate allegations about mismanagement over a tribute concert last October.)
In sealed filings with the court as early as September, the six heirs to the estate — Prince’s siblings and half-siblings — raised concerns about the estate’s pending deals, according to people who have seen the documents but are not authorized to speak about them. Among those concerns was whether Universal’s deal would conflict with the Warner agreement.
“The entertainment agreements negotiated by the advisers are not in the best interests of the estate and for maximizing estate assets,” one filing said, according to a copy reviewed by The New York Times, “but instead ensure an extravagant stream of commission payments to the advisers.”
Photo
Fan tributes to Prince near the main entrance of his Paisley Park compound in Chanhassen, Minn.CreditAckerman + Gruber for The New York Times
In recent filings of his own, Mr. McMillan denied any wrongdoing and said that the Universal contract is valid. Comerica Bank & Trust, which replaced Bremer, has asked the judge to rescind the deal, but would only go so far as to say that it “cannot unequivocally assure” the court that the two contracts do not conflict. Instead, it recommends canceling the deal to avoid litigation.
In a statement, Mr. McMillan said, “I’m fighting to protect Prince’s legacy and the deal that’s in the best interests of the estate.”
For Universal, the most important question is how soon it could get American release rights to Prince’s most popular music. “If Universal’s numbers were wrong as a result of a release date slipping by as much as two or three years that would make the $31 million they paid for it uneconomic for them,” said Larry Miller, the director of the music business program at the Steinhardt School at New York University, “and it’s no surprise they might want to walk away.”
Given how prolific Prince was, and how many musicians he collaborated with, it is likely that many tracks in the vault lack thorough contracts about rights. That may be a source of concern for any company that may want to use that material, particularly in light of the Universal conflict, said Steve Winogradsky, a lawyer who is an expert in licensing music for television and films.
“TV and film companies are going to be a little bit leery about acquiring those rights,” Mr. Winogradsky said, “unless they get very, very good representations from the licensing parties that they have all the rights and will indemnify them.”
If Universal’s deal is canceled, those rights are likely to go back on the market, with other large record companies — including the Warner Music Group, the parent of Warner Bros. — the most likely bidders. The collapse of the Universal deal, and the doubt it cast over the rights, may depress the price and result in more stringent protections, music lawyers said. But with an artist as high-profile as Prince, a deal will get done.
“There is a cloud over this set of rights,” said Mr. Miller of N.Y.U. “But clouds pass.”
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