Chapter 23: Negotiations and Disclosures

Los Angeles, California

March 23, 1998

By some miracle of the universe, Matt Tisdale’s fourth solo album, Faithless, was completely mixed and mastered by the deadline of March 12. True, they had finished up the final mastering with only hours to spare on the last day, and true, the corroboration between Jake and Matt had been uneasy at times, downright hostile on a few occasions—an argument over using Little Stevie as a backing singer for a measure instead of simply double-tracking Matt’s voice was probably the worst of these incidents (Matt had won that argument through sheer stubbornness)—but the fact that they had managed to work closely together for six months certainly fell under the category of divine intervention. Or perhaps it was just desperation on Matt’s part as he felt the increasing squeeze of his tax debts.

In any case, the master was done by the extended deadline (though it was considerably over budget by this point) and Matt, Jake, Laura, Caydee, the Nerdlys, and Kelvin the little Nerdly were able to climb into the Avanti on the morning of March 13 and make the flight back to Los Angeles. Celia’s master had been finished the week before and she, Pauline, Tabby, and Obie had taken a private flight back to LA already. It was the following Monday that the fun truly began. That was the day that copies of the masters were delivered to National Records and Aristocrat Records with a request for proposal.

Jake, Matt, Celia, and Pauline had already met with the suits at Aristocrat the previous Friday and listened to their offer. It was not all that great an offer and Jake was hoping that National would present something better. It made sense that they would since National owned the rights to the first three Matt Tisdale solo albums and therefore would not have to factor performance fees into their figures. It was a theory that Jake hoped would hold water.

The four of them met at the National Records Building at 10:45 for their 11:00 AM appointment with the dynamic trio of Crow, Bailey, and Doolittle. Jake had just flown in an hour before and was driving his pickup truck. Matt had chartered a limousine. Celia and Pauline showed up together in Celia’s Mercedes after meeting for breakfast at a trendy downtown eatery.

“How are Teach and Caydee?” asked Pauline as they assembled in the lobby of the iconic building. “Did they stay home today?”

“Yeah,” Jake told her. “She’s going to buy a new car today.”

“A new car?” asked Celia. “She’s getting rid of the little green machine?”

He nodded. “She says it’s not a ‘mom car’. And she has a point, really. It’s a bitch to put Caydee’s car seat in the back seat. And there’s also the fact that I can’t drive it.”

“Why can’t you drive it?” asked Matt. “Because it’s too fuckin’ small?”

“Because it’s a Cabriolet,” Jake said simply.

Matt understood. “Oh, yeah,” he said wisely. “Unless you’re a dick smoker, you definitely can’t be seen doing that shit.”

Celia and Pauline both rolled their eyes and shook their heads.

“What’s she going to get?” asked Pauline.

“I don’t know,” he said. “She doesn’t know either. I just told her to go out and buy whatever she wants.”

“She’s taking Caydee car shopping with her?” asked Celia.

“No,” Jake said. “Meghan, the girl we’re considering for our nanny, is coming over to watch her today. Kind of a trial run so we can see how she does.”

“Oh, speaking of Miss Meghan,” Pauline said. “I have the background report on her in my office at home. Do you want to swing by after this fuckfest and take a look at it?”

“How’s it look?” Jake asked. “Is she clean?”

“Maybe not sterile, and she’s certainly no nun, but no serious concerns. There are a few interesting tidbits in there though.”

“A nanny named Meghan?” asked Matt, interested. “That sounds like the opening of one of Kim’s porno flicks. What’s this bitch look like?”

“She’s all right,” Jake said with a shrug. “Not that that interests me in the least.”

“Oh ... right, of course not,” Matt said with a grin. “She gonna be living with you?”

“If it all works out,” Jake said.

“Out of fuckin’ sight,” Matt said enviously. “Although I do not recommend banging your household staff, you pretty much have to make an exception to the rule when you’re talking a nanny—especially one named Meghan.”

This time Pauline, Celia and Jake rolled their eyes and shook their heads. “Come on,” Jake said. “Let’s head up. We’re starting to attract attention.”

They piled into the elevator and Celia pushed the button for the sixteenth floor. As the rickety little conveyance began to jerk and jitter its way up, Jake turned to Matt.

“Now remember, Matt,” he told the guitarist, “this is just like the Intemperance days when we sat down to negotiate something with these fucks. Pauline is in charge. We present a united front against these suits no matter what. If there is something you disagree with, you do not bring it up at the table in front of them. We talk about it later.”

“Yeah, yeah,” Matt said. “I’m down with that shit as long as I start getting some fuckin’ cashflow out of this deal.”

“You’ll get your cashflow,” Jake promised. “And so will we.”

“I hate to say it,” Celia said, “but I really wish that Greg was here for this.”

“Yeah,” Pauline said with reluctant respect. “He really was a good person to have in negotiations like this.”

“Hey, what was the deal with him and Mindy Snow anyway?” Matt asked Celia. “Did she really sabotage his fuckin’ rubber just so she could get pregnant?”

“Something like that,” Celia said sourly.

“It’s a bit of a sore subject for Celia, Matt,” Pauline said.

“I understand that shit,” Matt said. “What a fucked-up deal that was! I live in fear of some bitch pulling some shit like that on me. That’s why I always make sure to bring my own fuckin’ rubbers to the game. There’s no little pinholes in my shit.”

Thankfully, the elevator reached its destination at that moment. The doors slid open and the four of them stepped out. The entered the main office and checked in with the secretary manning the desk. She told them that Mr. Crow, Mr. Bailey, and Mr. Doolittle wanted them to come right back.

“All right,” Jake said, steeling himself for the coming encounter. “Let’s do this thing.”

“Let’s fuckin’ do it,” Matt agreed.

It quickly became apparent that the National Records suits did not give a rat’s ass about the new CDs, neither Matt’s nor Celia’s. All they wanted to talk about were the tours that would follow.

“Did you guys even listen to the CDs?” Jake asked them shortly into the meeting.

“Yes, yes, of course,” Crow said. “We gave them a cursory listen when we received them. They’re fine.”

“Fine?” Matt asked, fuming. “Faithless is the best fuckin’ thing I’ve put out since Intemperance. It’s a fuckin’ masterpiece.”

“Yes, yes,” Crow said. “Like I said, it’s just fine. More than enough to justify sending you out on tour again.”

“Your CD is also acceptable, Celia,” said Bailey. “It has some catchy tunes on it and we should be able to get you enough airplay to keep your name up there until your tour starts.”

“Acceptable,” Celia said slowly, just as offended as Matt. She had put her heart and soul into Living in Limbo, had composed music and lyrics that reflected the pain, misery, loneliness, and resurgence she had undergone since the events that led to her divorce. She, like Matt, considered it the best work she had done to date. And they were calling it acceptable?

“Exactly,” Crow said with his weasel-smile on his face. “Acceptable. But enough about the CDs. Let’s go back to talking about the tours.”

“Uh ... let’s not,” Jake said. “We’re here to negotiate MD&P for those CDs. Such negotiation requires that we talk about them.”

“Fine,” Doolittle said with a sigh of impatience. “Let’s get this part out of the way then. We are prepared to manufacture and distribute both of these CDs for the standard cost of operations. I have the figure here in front of me.” He shuffled through some papers for a moment. “We will manufacture and distribute up to one million copies of each CD for the upfront cost of two hundred and twenty-five thousand dollars per CD.”

Jake, Celia, and Pauline all shared a look. Matt, who had never negotiated such a thing before, did not pick up on this. “Two hundred and twenty-five big?” he asked. “For each one? That’s an assload!”

“Actually, Matt,” Jake corrected, “it’s not. It’s considerably less than we were charged by National for our first CDs and by Aristocrat for the subsequent ones.”

“Really?” Matt asked.

“Really,” Pauline said. She looked at the suits. “What’s the game here? Are you going to try to fuck us on the promotion aspect?”

“We’re not trying to fuck anyone here,” Crow said.

Jake barked out a laugh. “Says the soldier who leads his squad into the whorehouse for a ‘security sweep’.”

“What?” Crow asked.

“I’m saying I’m having a hard time believing that statement,” Jake translated. “Now what’s the deal here?”

“There is no deal,” Doolittle said. “Piddly expenses like the cost of manufacturing and distribution are not something to waste time arguing about. We’ll manufacture and distribute the CDs at cost. Surely you have no objection to that?”

“Don’t fuckin’ call me Shirley,” Matt said.

“What?” Doolittle asked, exasperated a bit.

“I was gonna say that,” Jake said with a shake of the head. He then returned to the business at hand. “All right. You manufacture and distribute for cost only. I’m assuming that when we sell more than a million copies we will be charged the same rate?”

“If you sell more than a million copies, yes,” said Doolittle. “The same rate, broken down into increments of one hundred thousand and billed to KVA after the fact, will apply.”

“If we sell more than a million copies?” asked Celia. “You do plan to promote these CDs to the best of your abilities, correct?”

“Of course,” Crow said. “After all, it helps our cause if you are getting some airplay and appearing on the charts.”

“Then why the if?” Jake asked. “Do you not have faith in us?”

“You have proven yourself quite canny when it comes to finding acts and producing CDs, Jake” Crow said. “We have learned to trust you in this department and we’re sure these CDs will at least go Platinum.”

“We’re anticipating multi-Platinum for both of them,” Jake said.

“That would be nice if it happens, but nobody is really expecting that,” said Crow. “You see, the times are changing. It’s all about the touring now. The modern music consumer is not all that interested in new material from classic artists these days. They just want to see you live and are willing to shell out a considerable amount of money for the privilege.”

“It’s actually quite exciting,” Doolittle said. “Our focus for the next century will be increasingly on touring and concert revenue. The actual CDs are becoming only the vehicle that justifies the tour. We are no longer obsessed with how many copies a CD sells or even the underlying quality of it when it comes to established acts such as you, Celia, and you, Matt.”

“Insane,” Celia said, shaking her head in disbelief.

“And this change in paradigm came about when you figured out that you could charge market rate for concert tickets?” Jake asked.

“That was one of the catalysts, of course,” Doolittle said, “but it was mostly the shifting of attitudes in the music consumer. CDs are simply not selling as well as they used to, likely because of saturation of the market by independent labels such as yourselves.”

“Wow,” Jake said, marveling over the fact that this trio actually seemed to believe the bullshit they were spouting. They had killed the goose that laid the golden egg by spending the last twenty years signing low-talent acts that looked good on camera instead of acts that made good music. And when the consumers started to get tired of mediocre tunes and CD sales dropped, they did not blame themselves for it, but declared it was just a natural evolution in consumer attitude and an influx of tunes by non-traditional channels. And they were now reinforcing their delusion by completely disregarding the fact that when those quality acts that did, somehow, manage to make it to the mainstream—acts like Celia, Brainwash, V-tach, Matt Tisdale, Jake himself—they were selling those CDs like mad because there still was and always would be a market for quality music.

“It’s all very complex,” Bailey said wisely. “This is why we employ a virtual army of behavioral specialists. So we can predict and respond to the trends in consumer behavior.”

“Yeah?” Matt asked. “How much you paying them motherfuckers? I hope it ain’t much.”

“Anyway,” Pauline said. “We were talking about MD&P here. Manufacturing and distribution will be two hundred and twenty-five thousand per CD up to the one million mark. We’re good with that. How about we start talking promotion now?”

“Very well,” Crow said.

Here it comes, Jake thought. This is where they try to fuck us.

But they did not. At least not yet anyway. “National will agree to a twenty percent royalty rate for promotion of both CDs,” Doolittle said.

Again, the look was passed around between the KVA representatives. This time, even Matt joined in. KVA had paid forty percent royalties for the first Jake Kingsley and Celia Valdez CDs. And they had been paying twenty-three to twenty-five percent to Aristocrat for the subsequent ones. “Twenty percent?” Pauline asked. “Are you serious?”

“It seems a fair offer, does it not?” asked Doolittle.

“It seems suspiciously fair,” Pauline said. “What’s the catch?”

“There is no catch,” Doolittle said. “We’ve already explained our philosophy on CD sales to you. As long as we are covering costs and enjoying a small profit, we are happy with that aspect of the business.”

“That covers everything?” Jake asked. “You use all of your assets and pull out all the stops to get us airplay in the North American market? You follow my instructions on how the CDs are promoted and in what order the tunes are released for airplay?”

“Naturally,” Crow said. “Again, you have proven yourself quite worthy of that task over the years, Jake, and, quite frankly, having you do it means we do not have to pay someone to do it for you. We’ll promote just as we did for your first CDs and for all the Matt Tisdale CDs. As long as the radio stations are willing to play the tunes on the air, we’ll push for it and get you heard.”

“Uh ... okay then,” Jake said.

“Right,” agreed Pauline. “If that appears in writing without any of your little clauses slipped in, then I guess we have a deal for MD&P.”

“Excellent,” Doolittle said. “I promise we will slip no clauses in. Now ... can we talk touring?”

“The touring contract will be negotiated separately from MD&P,” Pauline said. “That is how we do business.”

“We would have it no other way,” Doolittle said. “We would like to get some basic stipulations out on the table now, however.”

“Okay,” Pauline said carefully. “Let’s hear what you got for us.”

“Well, in the first place,” Doolittle said, “we will have to insist that the agreement for MD&P be dependent on the successful negotiation and signing of a touring contract for both acts.”

Jake blinked. “I’m sorry,” he said. “Say that again.”

“It’s very simple,” Doolittle explained. “In order for the MD&P contract we just agreed to to be valid and in compliance, we must also agree upon and sign a touring contract for both Matt and Celia. If we fail to come to terms on touring, then the MD&P contract would be in a state of breach.”

Ahhh, Jake thought with sudden understanding of the game afoot, this is where they pull out the schlong and try to stick it in. “I’m sorry,” he said to the suits. “That is not how KVA does business. The touring contract will remain completely separate from the MD&P contract.”

“Goddamn right it will,” Pauline said with a shake of the head. “You have a lot of nerve suggesting something like that, Doolittle. Did you really think we would agree to such an asinine stipulation?”

Doolittle stood his ground. “I’m afraid we’re going to have to insist on this provision,” he said. “If you do not agree to make the MD&P contract dependent on the touring contract, we will need to increase our royalty rate and upfront costs for manufacturing and distribution considerably.”

“How considerably?” asked Celia.

“Well, without a guarantee of future touring revenue flowing in, we would have to make sure that we make a decent profit on the MD&P alone. We would accept no less than half a million dollars per CD for manufacturing and distribution and forty percent royalties for promotion. And even then, we would insist on considerable compensation for the performance agreement for Matt’s earlier catalogue if you were to sign with another entity for touring.”

“How much is considerable compensation?” Pauline asked through clenched teeth.

“Twenty-five percent of gross tour revenue for Matt’s shows,” Doolittle said.

“Twenty-five fucking percent?” Matt yelled, outraged. “Are you out of your fuckin’ minds?”

“We hold the rights to those tunes,” Doolittle said simply. “We have a reasonable expectation to profit from that one way or the other.”

“There’s no way in hell we would give you twenty-five percent of concert revenue just because you have the rights to the songs,” Pauline said. “That is not going to happen.”

“Then I guess we will need to come to an agreement on a touring contract then,” Doolittle said.

“We’re not going to make the MD&P dependent on that,” Jake said. “We’ll go to Aristocrat for MD&P and just not send Matt out on tour before we do that.”

Jake saw Matt tense up at these words. He hoped he would heed the warning he had been given and not say anything to reveal a crack in the armor. Matt was absolutely counting on his share of touring revenue to help pay down his debts and keep his head above water and the thought that they were potentially cutting that avenue off had to be digging into his brain. A few seconds went by, but Matt said nothing. He gritted his teeth audibly, but he said nothing.

“Is that really a reasonable attitude to take, Jake?” Crow asked. “You haven’t even heard our proposal for the touring contract yet.”

“That’s right,” Doolittle said. “As with our MD&P proposal, I think you’ll find it quite fair and comprehensible.”

Jake and Pauline looked at each other for a moment. They then looked at Celia. They all looked at Matt, who was still sitting and gritting. A few nods were passed among the KVA management team. “All right,” Pauline said. “Just for shits and giggles here, let’s hear this fair and comprehensive proposal of yours.”

“Well ... we can’t give you the details right now,” Doolittle said. “We haven’t signed the MD&P contract yet.”

Jake’s eyes darkened dangerously. “Are you seriously suggesting that we sign an MD&P contract that is dependent upon the negotiation of a touring contract without even hearing what you are proposing for terms of the touring contract?”

“That is exactly what I am suggesting,” Doolittle said. “If we were to give you the terms prior to the signing of the MD&P contract, that would give you an unfair advantage.”

“But it’s okay for you to have an unfair advantage by not revealing your terms first?” Jake asked pointedly.

“That is not how we are looking at things here,” Doolittle said smoothly (and with a straight face). “As I said, our terms are fair.”

“In your eyes, I’m sure they are,” Celia said.

“Let me just take a wild guess here, Doolittle,” Pauline said. “The MD&P contract would have wording that would let you go after us for breach of contract if we failed to come to terms on a touring agreement, right?”

“Well ... naturally,” Doolittle said. “Again, without such a stipulation there would be no reason for you to negotiate in good faith.”

“And with such a stipulation there would be no reason for you to negotiate in good faith,” Pauline said. “Sorry, boys. We don’t do this business this way.”

“Then you will be losing out on considerable revenue from Matt’s tour,” Doolittle said.

“Perhaps,” Pauline said, “but if we can’t come to terms and have to go to Aristocrat and shitcan Matt’s tour, you will be missing out on any and all revenue from both CDs and from Celia’s tour, which is going to be quite a money maker.”

This was a jab that scored. Though the suits kept their united front up and said nothing, it was plain to see that the thought of losing Celia’s tour income had hit them where they lived.

“It’s real simple guys,” Jake said. “Put your figures for touring on the table and let us hear them or this meeting is over. There is no way in hell we are going to blindly sign a binding contract for MD&P that is reliant on you fuckheads negotiating a multimillion-dollar touring contract in good faith when the contract gives you no good reason to do so.”

“I’m afraid we’re not prepared to put touring figures on the table at this time,” Doolittle said quietly.

“Then I guess this meeting is over,” Pauline said.

A minute later, their united front still standing, Matt, Jake, Celia, and Pauline left the office and went back to the elevator. No further meeting was scheduled.

They went to a nearby cocktail lounge to talk things over in privacy. Celia and Pauline both ordered mixed drinks. Matt ordered a beer. Jake had iced tea since he had to fly back to SLO later. All of them munched on bar peanuts and pretzels as they sat at one of the cocktail tables in the far corner of the nearly empty establishment.

“So, what happens now?” Matt asked. “You’re not really fuckin’ thinking about not sending me out on tour, right?”

“No,” Jake said. “One way or another, we’ll get you out on tour. We know that was a prime motivator for you to sign with us, and, quite frankly, there’s an assload of money to be made for all of us by getting you out there.”

“That’s good,” Matt said, visibly relieved.

“We’re just not going to let them bend us over and fuck us like that,” Pauline said. “Threatening to have you not tour while simultaneously threatening to cut them off from any revenue from Celia’s tour is our negotiating strategy. I’m guessing they will realize this and call me in the next few days to come to terms.”

“Yes,” said Celia. “But what kind of terms? It seems pretty obvious that they are obsessed with the touring profits. What kind of one-sided contract do you think they’ll offer?”

“God only knows,” Pauline said, “but you can bet your ass it’s not going to be anything close to what Aristocrat gave us on C’s last tour—or even what they’re offering for this one. If it had been that simple, they wouldn’t be afraid to lay the figures on the table.”

“What about the offer from Aristocrat?” asked Matt. “I mean, it sounded like shit when we heard it, but is it maybe sounding a little better now?”

Aristocrat had offered MD&P of both Celia’s and Matt’s new CDs for three hundred and fifty thousand per million CDs and thirty percent royalties on CD sales. They wanted a stipulation that KVA would negotiate with them first for a touring contract and that they would allow Aristocrat first refusal of such a contract as long as they matched the bid offered by any other entity. They, like National, had not thrown any figures for such a contract onto the table, but they also had not tried to tie the MD&P to the touring contract in such a blatantly favorable and legally binding way.

“We’d have to hear what Aristocrat is willing to accept for touring revenue division and then crunch the numbers,” Pauline said. “Keep in mind, however, that if we go with Aristocrat, National has already told us that they are going to demand twenty-five percent or they won’t let you do your earlier material. If you can’t do your earlier material, no one is going to pay a hundred dollars a ticket to come see you.”

“We can negotiate that shit down, can’t we?” Matt asked.

“Maybe,” Pauline said. “But I wouldn’t think we’d get them under twenty percent.”

Matt shook his head. “Twenty percent of my concert money just because those fucks own the rights to my fucking songs. This business fucking sucks, dudes!”

“You’re just now figuring that out?” Jake asked.

“What’s our strategy then?” asked Celia. “Wait for National call us and bring us back in?”

“I think that should be the overall strategy,” Pauline said. “In the meantime, however, I’ll give Flag over at Aristocrat a call and see if he’s willing to put some figures on the table. At least then we’ll have some solid numbers to think about.”

“Sounds good,” Jake said, fantasizing about the nice, tall, scotch on the rocks he was going to enjoy when he got home.

Gordon and Neesh had yet to meet the Kingsley’s little bundle of joy. Since Neesh was on a two-week sabbatical from her job at the law firm/sweatshop she was employed at, the couple had agreed to come visit Casa Kingsley for dinner and an overnight stay in the guest room. Jake gave the rapper a call on his cell phone as he drove to Pauline’s house after the meeting.

“What up, homey?” G enquired upon answering.

“You and Neesh still up for dinner?” he asked.

“Fuckin’ A, homey,” the rapper said. “Been looking forward to Elsa’s chicken parm all day.”

“Go ahead and head to the airport then,” Jake said. “I’m in Hollywood right now, heading over to Pauline’s for some quick business. After that, I’ll be heading there myself.”

“Sounds good,” G said. “Just don’t make us wait on your ass.”

“Wouldn’t dream of it,” Jake said with a chuckle. “And you don’t make me wait on your asses.”

He arrived at Pauline’s house and they went immediately to her office. She pulled a large manila envelope out of a locked drawer and then set it down in front of him.

“Here it is,” she said. “A complete background investigation on one Meghan Elise Zachary, date of birth October 24, 1976, former student at Cal Poly, current employee of KinderCare Incorporated, where she makes six dollars and thirty-three cents per hour caring for children. Please keep in mind that some of the information developed was not gathered ... well ... exactly in accordance with the laws of privacy as they currently exist in the United States.”

“I understand,” Jake said, and he did. Pauline had employed her long-time friend and security consultant Steve Marshall, who was always happy to do a little snooping around when the price was right, to find out what he could about their potential nanny. The information in this envelope had cost Jake $3500.

“All right,” she said. “Like I said earlier, she’s not squeaky clean, but she seems to be a good kid overall.”

“What do you mean?” Jake asked.

“No criminal history as an adult,” Pauline said. “She was arrested for shoplifting when she was seventeen, but the charge was dismissed by the first juvenile judge to hear the case. There’s a copy of the police report from San Luis Obispo PD in there and a summary of the judge’s decision. It looks like it was mostly a peer pressure thing. She and a group of friends were in the Target store in SLO and were caught by store security trying to exit the business with a bunch of beany babies in their purses.”

“Beany babies?” Jake asked, raising his eyebrows.

“Beany babies,” Pauline confirmed. “Remember them? They were quite the fad back in 1993 when this incident took place. I do not have information on what the parental reaction to the incident was, but there is a note from the judge that states that Miss Meghan seemed extremely remorseful for her actions, cried considerably as His Honor lectured her in juvenile court, and that he was confident that there was a low probability of her reoffending. And he was right. The only scrape with the law she has had since then was a parking ticket she got at the Pismo Beach pier in 1996. She paid it promptly and has committed no parking violations since.”

“Okay,” Jake said, nodding. “So far, so good.”

“It seems that she is heterosexual primarily,” Pauline said next. “Or at least there is no information to suggest she may be a lesbian or bisexual. She received a therapeutic abortion at the Pasa Robles Planned Parenthood clinic on May 11th of 1996 when she was nineteen years old. She was brought there and driven home by her sister. She was also treated for a case of gonorrhea in the same visit. It is worth mentioning as a piece of circumstantial evidence that that date is five weeks after a documented trip that Meghan took to Mazatlán, Mexico for Spring Break. Since then, she has had no pregnancies or cases of venereal disease that could be uncovered. She has been regularly filling prescriptions for Pro-G birth control pills ever since. And she has never again taken a Spring Break trip.”

“Interesting,” Jake said. “It sounds like she likes to fuck.” This was a bit worrisome on several levels, though not really unexpected. She was, after all, a young, healthy, reasonably attractive woman in the prime of her life.