THE STEELY DAN LAWSUIT

Donald Fagen has filed a lawsuit against the estate of Walter Becker, Fagen's partner and band mate in Steely Dan for decades. At the heart of the legal action is control over the use of the "Steely Dan" band name and the ongoing continuity of Steely Dan itself.

Back in 1972 when the band became incorporated, Becker and Fagen entered into what is known as a Buy/Sell Agreement. Essentially what that means is that in the event someone quit the band or died, Steely Dan as an entity purchases all of that members shares. In this case, as the sole living member of the original Steely Dan, that would make Fagen the sole owner of the band itself.

However, shortly after Becker’s death, his estate sought to appoint his widow as an officer of Steely Dan while demanding 50 percent ownership. In Fagen’s view, this move violates the 1972 agreement.  The complaint alleges that Fagen and Becker were the only remaining shareholders and signatories to the Buy/Sell Agreement. Just four days after Becker’s death, on September 7, 2017, the Becker estate sent Fagen a letter stating that ‘We wanted to put you on notice that the Buy/Sell Agreement dated as of October 31, 1972 is of no force or effect.” As part of the legal action, Fagen is also suing the band’s business management firm claiming that they’ve been withholding records. 

Fagen is seeking upwards of $1 million in damages and a declaratory judgment by the Court that the buy/sell provision is valid and enforceable and that he is the sole owner of the Steely Dan name and all rights associated with it in order to maintain the continuity of Steely Dan. Declaratory Judgment is a legal process whereby one party seeks the Court's ruling in deciding uncertainties and defining the legal relationship between parties in a matter. 

From my professional experience with such matters, this case is essentially about a contract between the parties and enforcement of that contract in accordance with its terms. If the contract is clear and unambiguous on its face as Fagen alleges then I expect that the Court will enforce it as written. Courts generally enforce contracts as written since the words used in the contract are the best indicator of the intent of the parties. Despite the emotional circumstances and various human situations that may create a tug-of-war on what is right and what is wrong after the fact, enforcement of contracts as written is fundamental for markets - and society - to function properly.

Wallace Collins is a New York lawyer practicing primarily in the areas of entertainment, copyright, trademark and internet law. He was a recording artist for Epic Records before attending Fordham Law School. T:(212)661-3656; www.wallacecollins.com