Contracts, Steely Dan, and Probate

Not sure if we’ve ever really covered pre-existing contracts in a probate case before, aside from obliquely mentioning contracts and probate in the same post. That changes now because of a very high profile estate dispute that’s all over the media. We’re glad it’s out there because it’s an excellent lesson, but as Steely Dan fans we’re sorry, it’s not a good look for anyone involved.

One of the member of Steely Dan, Walter Becker, died last September after a long illness. He was one of the founders, back in 1972, along with long-time friend and collaborator Donald Fagen.

Steely Dan made its way to the Rock and Roll Hall of Fame by fusing rock, jazz, and funk and continuously changing its sound over the years. Fagen and Becker, were also very good businessmen, recognizing early on that a band is another form of a company and needs to be run as such.

Which is why they executed a buy-sell agreement in 1972 wherein they split ownership of Steely Dan fifty-fifty and agreed that with the death of a founder/owner the survivor would get the right to buy out the other’s share from their estate.This is nothing new, just solid estate/business planning. Prince’s estate would have been in infinitely better shape had he had some kind of similar contract.

So far, so good. Except that four days after Becker’s death, Fagen received a notice from the estate’s executor that the buy-sell agreement ”┬áis of no force or effect.” They further insisted that Becker’s widow be immediately appointed a director/officer of Steely Dan.

Fagen is currently suing to enforce the buy-sell contract. Of course, any business decisions – say, selling song rights to movies or television, licensing to Spotify – are on hold pending litigation.

To add insult to injury, the estate owns the Steely Dan website and social media presence. Fagen, still performing as Steely Dan, has been effectively frozen out from publicizing Steely Dan on-line, a development that is only financially hurting everyone involved.