Injured participants? Vendors canceling? Sponsors not living up to their promises? These are just some of the many legal issues event planners must face. This presentation covers these issues and provides tips on how to create clear contracts to protect your event. This presentation was delivered on November 9 & 10 at the Michigan Festival & Events Association Annual Convention

1. Professor Christopher Trudeau
Associate Professor
Thomas M. Cooley Law School
trudeauc@cooley.edu
@proftrudeau

2. Said by some guy named Trudeau
at the MFEA 2013 conference

3. Benjamin Disraeli – British Prime Minister in the 1800s

4. Directors’ & Officers’ Insurance

This covers D&O’s of your organization but ONLY
for fraud or financial mismanagement.
General Liability Insurance (aka CGL Ins.)

This is the type of policy that covers for personal
injuries that happen in your organization.

Might NOT cover events!
Special Event Liability Insurance

These policies are designed for your events.

5. Also said by some guy named
Trudeau at the MFEA 2013
conference

6. Site
Contracts
Entertainment
Contracts
Vendors
Contracts (incl.
Merchants)
Sponsor
Contracts
Releases
(aka Waivers)

7. (except releases)
Hours of Event
Contact Person
Payment Terms
Arrival Time
Date(s) of Event
Effect of NonPerformance

8. 
Do site contracts first!


Because site may have
connections that you need.
Site might have equipment or
facilities to use.

Ex. Restrooms, generators, machinery.

9.  Site
Description
 Buildings,
Facilities, Equip. Included
 Utilities (who paying and what paid)
 Contact person for site and for event
 Important
Dates & Times
 Payment Terms
 Effect of Non-performance
 Weather
issues & other acts of god?
 Gov’t shutdown & muni issues?
 Cross
Promotion with Other Events

11. 
Description of Performance



Important Dates & Times
What Event is Providing


Length, type, & number of performances
Stage size, sound, electricity
Copyright Use Performer Allows



Can event use images, videos, sound to promote?
Can event use these after event?
What about images and recordings of performance?

12. 


Promotional Appearances by Performer
Performer Pays BMI, ASCAP, SESAC fees
Insurance & Liability (performer to provide own)
Be sure to include Indemnification provision


Effect of Non-Performance
What happens if the event is cancelled?
What if performer cancels?
What if the performer does a bad job?




Is there a right to correct for a bad performance?

13. www.bmi.com
www.ascap.com
www.sesac.com

14. WHY PAY?
ALL MUSIC IS COPYRIGHTED!!
Payment covers:
Music
Composition
Scores
Songwriting
Does not cover/include:
Dramatic Rights
Ballet Scores
Opera
Right to Record

15. If bands are playing cover songs


But the band will usually pay if covering
DJ’s usually pay the fees if hired for event.
Playing music to a crowd

Very broad standard

16. 
If a band is playing original music

Music used in worship service

Music used as part of education

Music played in food or drink establishment
within certain guidelines

If you aren’t going to pay the fee, seek legal
help. (It’s probably cheaper to pay the fees.)

17. 
“Vendor” is very broad:





Food & Beverage
Rides, Games, & Attractions
Equipment Rentals
Service Providers
Merchants, Artists, & Artisans
Many of these may have
licensing or copyright issues

18. View the application as a contract


If vendor gets a slot, they are bound by these
terms.
Helps eliminate administrative tasks later on.
Applications/contracts should include:
•
•
•
•
•
•
Booth Size
Payment terms
Workers
Utilities
Products
Price of goods
• Effect of Nonperformance
• Contact Person
• Release of Liability
• Insurance &
Indemnity

19. Use strategically
 create working capital for event
 build event & brand awareness
Be aware of the message a sponsorship
sends about your event
 You don’t want Maxim Mag. sponsoring a
children’s event.
Sponsorships can be money or in-kind
donations

20. Sp
Always Include (besides the standard things):
 What the sponsorship includes
 Amount of money/goods for what publicity?
 When & how sponsor will be promoted?
 Free perks for sponsors? (ex. free entry, t-shirts)
 Sponsor Artwork – Who creating? When due?
Where to deliver?
 Included a right to refuse sponsorship based on
artwork or goods
 Have a person in charge of sponsorship.
 Cash value (estimate) of in-kind sponsorship
 Payment terms or in-kind delivery terms
 Cancellation of Event & Insurance/Indemnity

21. 
Make sponsors part of initial plan
Give companies time to plan for you in budget

Create a fact sheet for each sponsorship level

Communicate regularly (weekly or monthly)

Identify fair market value of each item given or
received


22. 
501(c)(3) sponsorships may be deductible if:
 receive token gift for sponsorship
 sponsorship is more than fair market value of
gift received

Not deductible if sponsor receives same amount in
gift value as amount of sponsorship.

23. 
501(c)(3) Orgs: 501(c)(3) must be organized EXCLUSIVELY
for exempt purposes:

Charitable, Literary, Scientific, Educational, or
Religious


Ex. An org. that puts on amateur sporting events
Other types of non-profit status:
 501(c)(4): civic leagues & social welfare orgs.
 501(c)(6): chambers of commerce, business
leagues, real estate boards
 501(c)(7): social and recreational clubs

24. Steps to become a Charitable Organization
1. Meet the IRS’s criteria for 501(c)(3)
2. Michigan - File Articles of Incorporation
3. IRS – File for Employer Identification
Number
4. Conduct First Corporate Activities
5. IRS – Apply for 501(c)(3) status
6. MI – Register with Attorney General’s office

25. Must File:
 Initial Solicitation Registration Form
 Corporation & Financial Documentation
 Annual Renewal
 For
more on the Charitable Organization
& Solicitations Act:
www.michigan.gov/agcharitites

26. www.mnaonline.org
www.stayinglegalmi.org

27. Purposes
Release event from liability
 Provides understanding of risks assumed
 Indemnification (if you pay, they reimburse)
 Consent to medical treatment
 Release of publicity rights


28. Two groups who need to sign releases
① Event volunteers
② Participants in event activities
If liability releases are NOT in other
contracts, have the following sign separate
releases:
 Sponsors
 Site Owners or Site Reps
 Event Org. Officers & Employees
 Vendors
 Entertainers

29.  Use clear language that releases event
from liability.
 In Michigan, you cannot waive liability for
intentional acts or grossly negligent acts.
 Include language that says person
“understands they are releasing their
right to sue for negligence.”
 Make sure they are waiving rights for
themselves and their family.

30.  Also include that person assumes the
risks by doing the activity.
 Include a consent to medical treatment.
 Include indemnification
 Include parent/guardian signature line
and requiring parent to approve.
 Release of publicity rights (in same
agreement)?
 2nd signature line for publicity release?

31.  That
the person understands the risks
involved in the activity AND agrees to
take responsibility if they get hurt.
 Trudeau
Tip: If possible, create releases
specifically for each event.
 Include
general, encompassing language first
 Then include a FEW specific ways a person
can be injured by doing that event (Do not list
every way!)

32. By signing this release, I agree to assume all
risks inherently involved with playing softball
including, but not limited to:
 Being hit with objects while participating
in the event;
 Running into other participants; or
 Injuring myself through the physical
activity inherent in the event.
Note: Using general language helps to
be more inclusive.

33. Release of Liability
By signing this agreement, I acknowledge that I am
voluntarily participating in this activity. I further acknowledge
that I understand the inherent risks involved in this activity, and
I assume full responsibility for any injuries that result from these
inherent risks.
For allowing me to participate in this activity, I expressly
release ________________ and its agents from liability resulting
from ordinary negligence. I understand that this means that I
am waiving my right to sue _______________ and its agents for
ordinary negligence.
I also understand that this waiver prohibits my
family, my heirs, and my assigns from suing _____________or its
agents.
Caution: This is not legal advice for your situation.
This may not work for you. It is a general waiver.
Remember, Trudeau likes specific waivers!

35. 
A lawyer’s first duty is
to protect a client’s
interest. Your org is your
client.

36. Three keys to clear legal
writing
The writing level must match the
audience’s reading level.
You should anticipate the arguments of a
“reader in bad faith.”
①
②

③
Ask yourself: “If someone were to try and get
around this document, how would they do
it?”
Eliminate ambiguity! But appreciate
vagueness because precision may not be
possible (or desirable).

37.  “You"
and “I” and other pronouns
speak directly to readers.
 These familiar words increase
readability.
 Pronouns eliminate lots of words.

38.  Use
“we” to refer to your
organization.
 To
refer to the reader, use “you” in
the text.
 Use
“I” if a first-person document
like a release.

39.  Must
be accurate & informative
 Avoid overly abstract labels
Not:
But:
Coverage
Property We Insure
or
What property is insured?

40.  Shall
 Said
 Such
 Same

41. “Shall” can have several meanings, and using it can
create problems.
 Use “must” for an obligation
 Use “must not” for a prohibition
 Use “may” for a discretionary action
 Use “should” for a recommendation
 Use “will” for a promise to do something
 Use “is” for a fact, policy, or legal rule
Ex. This agreement is governed by Michigan law.

42. Danger: passive sentences sometimes fail to
impose a duty.
A dog must be kept on a leash.
 Who must keep the dog on the leash?
Event attendees?
Event organizers? Vendors?
Entertainers?
 Prefer the active voice by putting the actor
in the sentence.

44. Fact: Most people don’t know the
difference – including lawyers.
Vagueness is using flexible language
Ambiguity is creating a dual meaning.

45.  Presents
more than one possible
meaning to the reader.
 Always
an error.
 Eliminating
ambiguity is the key to
clear drafting!
Example: I will be doing rounds on Saturday
and taking appointments if I have time.

46. What to watch for?
 Multi-meaning
words
 The
board sanctioned the conduct. [Does
sanction mean approve or disapprove?]
 Avoid“elegant
variation.” Be ruthlessly
consistent in the terms you use.

Ex. Cancelled v. terminated v. stopped
 Why?
Because courts will presume you
switched for a reason.

47. What to watch for?
①
Be careful with modifiers used in a
sentence.
②
Be careful of “and” & “or.”
 Example
I
I use with my students:
will grade your briefs and record the scores
carefully.
 Will I only record their scores carefully?

48. To avoid ambiguity, a modifier must be as close as
possible to the word it modifies.
 My
client has discussed your proposal to fill the
drainage ditch with his partners. (Did you just
propose to use your partners as fill?)
 Our
neighbor was a lovely woman who wore
sweatpants named Inger. (Do you name your
sweatpants?)

49.  Careless
phrasing can lead to serious
inadvertent ambiguity.
 Ambiguous:
 Open to anyone between the ages of 21
and 30.
 Ambiguous:
 The option expires on May 8, 2013.

50. :
 Start
with a general, encompassing
term first.
 Then
list a few key things you want
the reader to be aware of.
 Use
(1) “such as” or (2)
“includes, but is not limited to” to
lead into these specifics.

51. The writing level must match the
audience’s reading level.
Drafters must anticipate the arguments
of a “reader in bad faith.”
①
②

③
Ask yourself: “If someone were to try and
get around this document, how would they
do it?”
Eliminate ambiguity! But appreciate
vagueness because precision may not
be possible (or desirable).

52. Connect with me:
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