The tale of the Ghost lawsuit has a new wrinkle. This week, we learned four former members of the band are taking Ghost mastermind Tobias Forge to court, with guitarist Simon Söderberg outing himself yesterday and offering a statement explaining exactly why they were suing.
In short, the band members feel they are owed their fair share of earnings from touring. Shortly after his statement surfaced, it seems as though Reddit user Joppe777 got his hands on the actual legal documents and went through the painstaking process of translating the text to English.
From skimming the suit, it seems like the former members of Ghost are trying to prove that a partnership was formed. Swedish law states “a legal partnership exists if two or more [parties] have agreed to commercial activities without creating a registered company.” While the band didn't have a written agreement, the lawsuit attempts to establish said agreement citing emails from Forge as well as verbal agreements to use as evidence for why profits should be shared equally.
There is also a very in-depth timeline of the band's history, and for those of you who enjoy sleuthing, it would be very easy to figure out Ghost's lineup changes using this lawsuit as a guide.
For clarity sake, I have copied and pasted the entire suit below. Original text found here.
Translation part 1 (I have changes the persons name to their initials to avoid spoilers, and I have removed the persons home adress and swedish social security number)
"As an agent for HP, MH, MR and SS undersigned hereby applies for lawsuit against TF as follows.
CLAIMS
1.1 HP, MH, MR and SS claims that the court should determine
(I) that a legal partnership (Company) exists between HP, MH, MR, SS and TF regarding the parties jointly operated business in the music group " Ghost '.
(Ii) that the general agreement for the joint operations conducted in the music group " Ghost ' states that TF will take care of the management of the company's operations.
1.2 HP, MH, MR and SS also claims that the court should oblige TF
(I) under penalty of SEK 200 000, or the amount that the court considers appropriate, to report the company's revenues and expenses during the fiscal years 2011, 2012, 2013, 2014, 2015 and 2016, as well as present the company's assets at December 31, 2016, to the plaintiffs.
1.3 HP, MH, MR, SS claims that the court should oblige TF to pay the plaintiffs the court expenses that will later be given.
BASES
Regarding claim 1.1 (i)
2.1 The plaintiffs and TF has agreed to exercise joint operations in a legal partnership under the provisions of the Act (1980: 1102) on commercial companies and partnerships ( "HBL"). According to chapter 1 § 3 a legal partnership exists, if two or more have agreed to commercial activities without creating a registered company. The plaintiffs noted then that HBL contains no definition of the term " company ', but that the perception of doctrine and jurisprudence is that three prerequisites must be fulfilled in order to be able to talk about a company in a legal sense, namely that: (I) the legal relationship between the parties based on a contract, (Ii) there is a common commercial purpose and (Iii) the parties are required to promote this common purpose.
2.3 As shown by the doctrine and jurisprudence (see eg RH 2012: 39) there are no formal requirements for the partnership agreement. The agreement can thus be written or oral concluded and may also arise through partners IMPLIED action, e.g. by the partners initiating cooperation.
The partnership agreement
2.4 In the present case, the agreement has been made by implication between SS, TF and Gustaf Lindström (not party to the case) in 2010 when they decided to conduct joint operations under the name of " Ghost ' and let Rise Above Records release the album Opus Eponymous . This album SS, TF and Gustav Lindström had recorded together.
2.5 A written partnership agreement regarding the operation of the partnership, as TF in his email of 31 October 2011 describes as the company " Ghost ', has however never been concluded, see Appendix 1. This despite the partners had agreed that cooperation would be formalized in writing in the partnership agreement, see TFs email of 6 October 2011 Appendix 2, and although the plaintiffs on a number of occasions requested partnership agreement.
Common commercial purpose
2.6 The purpose of the company's business has been that, for profit, make music recordings available for commercial exploitation under the name of " Ghost ', make joint concerts under the name of' 'Ghost' and to commercially exploit the jointly owned brand " Ghost 'and designs related to the music group by e.g. so-called merchandising regarding selling articles of clothing.
2.7 After the management company The Rick Sales Entertainment Group ( " The management ") was hired on 1 October 2011, all agreements with third parties regarding Ghosts operations have been negotiated by the Management with the support of the mandate the Management received by members of the management agreement, see Appendix 3. ( " Management Agreement "). Management has, among other things, through this authorization, in 2012 negotiated an agreement with Universal Music in the United States and Sweden regarding the release of the band’s music recordings, in 2011 negotiated an agreement with Global Merchandiseing Services regarding the exploitation of merchandise rights related to " Ghost” and ongoing been a part of the booking of the band’s live performances. Management has thus acted on behalf of all members of the " Ghost 'and thus on behalf of the legal partnership.
2.8 The purpose of the operation was reach a profit to be distributed among the partners. This is demonstrated the e-mail that TF sent to the other partners October 31, 2011, see Appendix 1. It is also clear from the e-mail that TF sent to the other partners August 20 2013, see Appendix 4, and the e- mail that TFs lawyer, Sissi Hagald, sent to MR January 10, 2013, see Appendix 5. No written agreement on how profits are shared among the partners has never been made. The former partners made a verbal agreement at a meeting in April 2011, that the profit would be shared equally between the partners. Profits have also, in fact (though only to a limited extent) been distributed between the partners over the years the company has been active. Through some merchandise advances that has been paid by the company Global Merchandising Services money has been distributed between the partners while awaiting the final settlement of the profits.
2.9 The company is financed by payments from the group music concerts and revenue from merchandising. Operations have also been funded by means that would otherwise be part of royalties to the partners involved in recordings, but reinvested in operations. The parties in this way, together, financed operations and possible loss of the same.
2.10 Although part of the operations relating concerts also funded by short term loans from third parties, which e.g. was the case for summer tour 2011 when the group's music production company, Lucky You AB, paid the costs associated with the tour before its profit came.
Common commercial purpose – intellectual property rights
2.11 Appendix 6 gives a summary of the music recordings the plaintiffs and TF done together since 2010. The list shows which of the plaintiff is involved in each recording.
2.12 The plaintiffs and TF, to the extent they have been involved in the recording of a given recording, appeared as performers under Chapter 5 45 § Act (1960: 729) copyright to literary and artistic works ( "URL"). Ownership under Chapter 5. 45 § URL for recordings are thereby jointly among the partners under Chapter 1. 6 § URL.
2:13 regarding the name and the trademark " Ghost "the plaintiffs note there is no exclusive right based on the trademark registration. Exclusive right to the trademark, however, could exist by the bands members use of trademark. Just like the band members have shared rights for the music recordings, the rights for the trademark “Ghost” is shared since the partners have agreed to commercially exploit the trademark the together have chosen for their company.
2.14 The plaintiffs and TF have not entered into any agreement whereby TF has acquired the plaintiffs 'intellectual property rights, relating to the activities of' 'Ghost', from the plaintiffs.
Acting for the common commercial purpose
2.15 The plaintiffs have participated actively in the joint venture activity. This, among other things by contributing to the concerts as shown in Appendix 7 thereto, by contributing to the music recordings in Appendix 6, and by engaging in interviews, at photo shoots and various marketing activities. Regarding the commercial exploitation of the brand Ghost, selling T-shirts and other merchandise, mostly, has been done at the bands concerts. The concerts that the plaintiffs and TF performed, thus has not only resulted in ticket revenues, but also merchandise revenues.
2.16 Added to what is stated above, the plaintiffs also actively participated in the joint operations conducted by participating in decisions regarding the concerts would be done, the group's image and similar artistic and practical decisions, see Appendix 8 and Appendix 8 b. SS has also been responsible for the appointment of the new band members and partners AH and MR. As the Management Agreement was done, however, most practical and operating decisions relating to the common activities taken by the manager on the basis of the mandate which the partners gave manager.
Part 2
The partners
2.17 As shown above, the legal partnership was founded by SS, TF and Gustaf Lindström.
2.18 MP and AH entered as a partners in the company in October 2010. MR joined as a partner in January 2011. Other partners have agreed to MPs, AHs and MRs entry as partners in the company.
2.19 Gustaf Lindström left the company between March 4 to 25 in 2011, AH left November 21, 2014 and MP left in July 2016. Other partners have given their consent to such persons leaving the company.
2.20 HP has acted as a partner in the company, in that he was adopted as a permanent member of the Ghost January 5, 2015. MH has acted as a partner in the company, in that he was adopted as a permanent member of the Ghost in the second half of December 2014 . The other partners have agreed to HPs and MHs entry as partners in the company.
Regarding claim 1.1 (ii)
2.21 The partners have, by implication action, agreed to TF will take care of the administration of the company. Already in 2010, TF committed to be the contact person for the " Ghost 'and was contacted, in that capacity, for example, by the English record label Rise Above Records.
2.22 TF describing the mandates he received regarding " the company Ghost, "and himself suggested in the e-mail he sent to the other partners on 31 October 2011, Appendix 1 This e-mail shows that all income from the joint operation shall be collected by TF, through his company Swedish Drama Pop AB, and then distributed among the partners. The partners would bill the Swedish Drama Pop AB for the partners' share of the profits.
2.23 The management of the company's revenues and expenses has since 2010 been managed in this way TF describes in his email from 2011. TF has thus taken care management through his company Swedish Drama Pop AB. As the " Ghost ' business grew, however TF also attended part of the management task via its UK subsidiary, Papastrello Limited, and part of the management through one of his owned companies in California, Santasma Touring Inc. By all accounts, TF then let Papastrello Limited collect all revenues from merchandise sales and Santasma Touring Inc. collect revenue from concerts with " Ghost 'in the United States.
2.24 TF has thus since 2010, through his company, collected all ticket revenues, merchandise revenues and revenues from the exploitation of jointly owned recordings. TF has, however, not on a single occasion, reported the results of the company's operations to the other partners. TF, instead, on several occasions, stated that the business does not have a profit.
2.25 For the sake of the other partners could afford food and rent, however, the parties agreed in 2012 that each of partners would have the right to invoice TFs company for some monthly advances. SS and MR have therefore, since 2012, issued monthly invoices to the company Swedish Drama Pop AB and then Papastrello Limited. On, in practically all of these bills, it has been stated that the invoiced amount relates " monthly retainers ". HP and MH have printed similar invoices after they entered as a partner in the easy company. Regarding claim 1.2 (i)
2.26 The plaintiffs have not participated in the management of the company's affairs. According to HBL Chapter 2 § 5 even a partner who is excluded from the partnership has the right to audit the company's accounts, and to be informed of the company's affairs. HBL by reference in Chapter 4 § 2, this provision is also applicable to legal partnerships.
2.27 The provision in HBL Chapter 2 § 5 means that each partner has the right to audit the company's accounts and be aware of the company's affairs. The partners are therefore entitled to all the company's information. The said basically means that any information that can seen as a part of the Company shall be available for inspection by the so-called controlling partner. Every partner has a responsibility to provide information on their knowledge of the company's relationships with the controlling partner. A controlling partner has not only a right to information from partners who handled the administration, but also from Company Consultants (insofar Company have the right to use them). If the partner is denied their right to control the court may order the partner who handles the management to solve it.
2:28 TF thus has an obligation under the HBL to provide the plaintiffs detailed information about the legal partnership’s revenues, expenses and earnings in fiscal years 2011, 2012, 2013, 2014, 2015 and 2016. This also applies to income and expenses that year related to the legal partnerships revenues, expenses and earnings during the specified year that are collected and handled by any of the companies that TF controls, eg Swedish Drama Pop AB Papastrello Limited and Santasma Touring Inc., and TF has used in his management.
2:29 The plaintiffs presented in December 16, 2016 TF a letter in which the plaintiffs requested TF and his companies providing the plaintiffs a detailed accounting for business income and expenses during the years 2011-2016. On December 20, 2016 TF disputed (through his lawyer Sissi Hagald) that a partnership existed and that TF had a disclosure requirement for the requested information. The plaintiffs have therefore exhausted their possibilities to get recognition outside the court. However, they have been denied their legal right to control
Declaratory judgment
3.1 The issue of the plaintiffs and TF conduct the above operations for the " Ghost 'in a legal partnership, in which they all are partners, is disputed. The question of TF has handled the management of the legal partnership's business is equally contentious.
3.2 Uncertainty because the plaintiffs have not receive the share of profit they are entitled under the partnership agreement. How much profit each of the plaintiffs is entitled cannot be estimated without TF presenting accounts to the plaintiffs according to the plaintiffs' motion under 1.2 (i).
Part 3
- Facts
4.1 Background
2010
4.1.1 In the spring of 2010 SS and TF recorded the songs Ritual, Elizabeth, Death Knell and Prime Mover together. Recordings were made in SSs studio. The recordings were made available under the name of " Ghost 'web service MySpace. One of the recordings, Elizabeth, was also released as a single in June 2010 on the German label Iron Pegasus Records.
4.1.2 In the spring of 2010 the album Opus Eponymous was also recorded. The recording was made of Opus eponymous (predominantly) in SSs recording studio and recording starred Gustaf Lindström, SS and TF as musicians, singers and producers. Ludvig Kernberg also participated as a drummer and hired studio musicians.
4.1.3 In May 2010, an agreement was signed with the record label Rise Above Records regarding, among other things release of the album Opus Eponymous. TF signed the contract for the music group's behalf.
4.1.4 On 23 October 2010, the bands first concert under the name of " Ghost 'was at the Hammer Of Doom festival in Wiirzburg, Germany. Before the concert MP and AH had joined " Ghost '. AH had been asked by SS if he wanted to join " Ghost '.
4.1.5 The concert at October 23, 2010 and other gigs in 2010, were booked by the partners themselves through contacts. Musicians on the were MP, TF, SS, AH and Gustaf Lindström.
4.1.6 Discussions among the members of Ghost on how the business should be organized were not held in 2010. TF, however, had taken on the role of Contact person for 'Ghost'. Since the band wasn’t profitable, no discussions on how profits would be distributed were held. The agreement was instead that all profits would be reinvested in the business.
2011
4.1.7 Since the album Opus Eponymous was a success, the partners began to devote more and more of their time to the activities of the Ghost and toured nest almost throughout 2011 around the world. MR entered as a new member of the band and a partner in the legal partnership in January 2011.
4.1.8 Starting in January 2011 the partners went from booking the concerts themselves, to use different booking agencies and production companies. Sometime during the period January-March 2011 they hired Bidy Van Drangelen, Netherlands, as concert bookers. During spring they hired on the company Lucky You AB, which was driven by Uno Friedner, for concert production. Thereafter, concert booking was handled by " The Agency Group, "and then taken over by Nick Storch at the booking agency ICM. The first concert booked by Nick Storch was a gig at The Bowery ballroom in New York on 18 January 2012.
4.1.9 In spring 2011 discussions began between the partners about how the activities of " Ghost 'would be organized and how the revenues of the band would be handled, and several of meetings were held between the partners.
4.1.20 At a meeting at the home of SS March 2, 2011, at which TF, Gustaf Lindström, SS, MP, AH and MR attended, see Appendix 8 a. the partners confirmed that TFs role would be to band leader and write the band's music. Other people would essentially act as a musician in the band. TF would answer for aesthetic issues, but consult with other members. Decisions about what concerts to play all the partners would be taken in consultation. At the meeting, they also discussed what role the management would have in the band.
4.1.11 In spring 2011 Gustaf Lindström left the band and was replaced by RO
4.1.12 At a second meeting at the home of MP April 2, 2011, the partners reached an oral agreement that the profit would be distributed equally among the members of the band. Present at this meeting were TF, RO, SS, MP, AH and MR.
4.1.13 During May and June 2011, the " Ghost ' played a number of gigs in the US. The members distributed profit from the merchandise equally between themselves
4.1.14 In summer 2011 the band came in contact with various management companies who offered their services. In this connection a number of meetings were held between the partners and prospective manager. On October 1, 2011 all partners signed an agreement with The Rick Sales Entertainment Group. In the agreement TF, SS, MP, RO, AH and MR, gave the manager the right to represent" Ghost 'in respect of all its activities in the entertainment industry (§ 1 A of the Management Agreement). In the agreement the partners gave the manager right to, among other things negotiate all agreements regarding " Ghost '(C §§ 1 & 5 in the Management Agreement). The compensation was paid to the manager of the management contract as performance-based and were calculated in percent of the gross revenue of Ghosts (§ 3 A in the Management Agreement). Management would then receive a commission from, Ghosts royalties from record sales (digital and physical), merchandise sales and Ghosts tour income.
4.1.15 The Management Agreement was signed by all members of the " Ghost '. As the addresses of the partnership, the contract stated the address of TF and his Swedish company Swedish Drama Pop AB.
4.1.16 In October 2011 the partners began more detailed discussion of Ghosts economic business.
4.1.17 In October 2011, a the partners had a meeting with accounting economist Magnus Strömblad. At the meeting they discussed the possibility of moving the business to a cooperation that would be owned by all band members. The meeting also discussed the possibilities to operate in a jointly-owned American company. Following discussions between TF and The Manager, TF however, proposed a different approach for the band. As an explanation that the band should not put the business in a cooperative or a joint-venture partnerships or limited companies, TF stated that there was not time to start such a company and that an immediate solution to the situation was demanded .
4.1.18 The proposal from TF was written, see Appendix 1 and suggested that TF, through his company Swedish Drama Pop AB would handle the partnerships business . Swedish Drama Pop AB would then collect the members' income, pay the partnerships costs and then distribute the surplus among the partners. For tax purposes, this would be accomplished by the members created private firms, and then invoice Swedish Drama Pop AB for their respective share of the advance, concert payments and all other revenues. The idea was, according to TF, the Swedish Drama Pop AB would continue to be his company, but that it would have the same function as a jointly-owned corporation.
4.1.19 In connection with the arrangement proposed by TF the partiners would establish a partnership agreement that would clearly state the economic divisions between partners. Examples of income that would be subject to management under this partnership agreement were merchandise revenues, royalties from record sales, concert payments and cultural donation .
4.1.20 The other partners accepted the setup proposed by TF. A written partnership agreement was, however, never established, although the plaintiffs on several occasions demanded it.
4.1.21 In October 2011 "ghost" hired the international company Global Merchandiseing Services for the manufacture and sale of merchandise for the group. Global Merchandiseing Services has subsequently handled the group's merchandise sales over the years.
2012
4.1.22 In spring 2012, the " Ghost 'came in contact with a series of new record labels, the negotiations were run by the manager with the support of the mandate the manager received from partners of' Ghost '. In the end it was decided that the agreement would be signed with Universal Music in the United States. Later was also signed a contract with Universal Music in Sweden. The agreements were signed by TF on behalf of the partnership. The agreements acquired Universal Music among other things the exclusive rights to a number of albums with " Ghost '. In return, Universal Music would pay a royalty to " Ghost '.
4.1.23 In 2012 the band recorded their second album titled Infestissumam. A first version was recorded in SSs studio, but because Universal Music was not satisfied with that version, a new recording was done in a recording studio in Nashville, Tennessee. The recording lasted for six weeks. MP and SS participated as musicians during all these six weeks. TF stead for three of those weeks and contributed vocals and some guitar playing. RO and MR also took part in the recording.
4.1.24 In 2012 the economic situation of members became ever more precarious. This is because the members were active in the music group full time and received no compensation for their work. According to TF all income was reinvested in the band and it was broke. After some pressure, however, the members were offered some sporadic payments in 2012 that were attributed to an advance on future merchandise sales Merchandiseing Global Services had paid. On the advice of the band's accountants, the members would invoice Swedish Drama Pop AB for these expenses. These payments in 2012 meant that the advances from the merchandise sales were distributed , at least in part, equally between the partners.
Part 4. Last one tonight (it's past midnight and I need some sleep :) )
2013
4.1.25 The album Infestissumam was released April 10, 2013 and after that the band out on an extensive world tour. On this tour TF, S S, MP, RO, AH and MR were playing live.
4.1.26 During the summer of 2013 the EP If You Have Ghost was recorded. The recording was made in Los Angeles and all the members, except MR and RO, participated in the recording. MR and RO did not participate in the recording due to a low budget.
4.1.27 20 July 2013 RO left the group.
4.1.28 As in previous years, discussions about the financial situation was carried out in 2013. In January 2013 SS and MP had a meeting with the group's lawyer, Sissi Hagald, who announced that there still wasn’t any money in “ Ghost "and that it was too early to sign a contract governing members' financial dealings. SS, MP and Sissi Hagald agreed, however, that members would receive a monthly payment. Even this time she informed the plaintiffs that their monthly payments would be taken out of the advances Global Merchandiseing Services paid.
4.1.29 In January 2013 MR received an email from Sissi Hagald. The email gives MR instructions for the monthly invoices, see Appendix 5, which is information that other plaintiffs also have received. Sissi Hagald announced that the invoices be be sent to the English company Papastrello Limited and sent to an accounting firm in England. Attached to the email was an invoice template. According to the instructions the partners should indicate on the invoice that it proposed a monthly on-account payment.
4.1.30 Papastrello Limited is now owned by TF, but has previously been owned by the Swedish Drama Pop AB, see Appendix 9. According to the information that the plaintiffs have taken part of TF placed parts of the management mandate he received from the other members through Papastrello Limited and allowed this companies to receive among other things, advances from the merchandise sales.
4.1.31 By the email from Sissi Hagald to MR, see Appendix 5. She states that there is a lack of money, but it is hoped that the project " Ghost with break even, and ideally with a nice profit when the big investments are made.
2014
4.1.32 In the spring of 2014 " Ghost 'toured around the world, but in September 2014 the group decided to pause the touring to work on a new album.
4.1.33 In autumn the band making demo recordings of Ghosts third album Meliora. TF and MP participated in these demos.
4.1.34 AH left the band in November 21, 2014. MH replaced him during the second half of December 2014. MH was added by SS.
2015
4.1.35 January 5, 2015 HP was asked if he wanted to participate in the recording of Meliora that had begun in a recording studio in Stockholm. After about a week HP was also asked if he wanted to become a permanent member of the band. HP said yes.
4.1.36 The recording of Meliora continued in January-February 2015. HPs efforts as a musician on recording were significant. SS took part in the recording. MR did not appeared. As reason TF and producer Klas Åhlund stated ‘lack of time’.
4.1.37 After HP and MH had become permanent members of " Ghost ', they received, as well as other members a monthly on-account payment. As with other members Papastrello Limited was invoiced
4.1.38 In January 2015 a meeting was held at the home of MP at which HP, MH, SS, MP and TF attended. Again, the question of a partnership agreement came up, and TF announced that he would ask the manager to develop a proposal for a contract.
4.1.39 In the spring of 2015 " Ghost 'began rehearsing for the oncoming tour. All members participated at these rehearsals except TF.
4.1.40 In August 2015 the album Meliora was released. After that " Ghost” virtually toured uninterrupted for the remaining 2015 around the world. TF, SS, MP, MH, MR and HP played in all of these gigs
2016
4.1.41 In 2016, Ghost toured, more or less continuously, during February, April-June and September-November. On the gigs up until June 2016 TF, SS, MP, MH, MR and HP played all shows. On the gigs in the autumn of 2016 MP was replaced by Meghan Thomas. MP left the band in July, 2016.
4.1.42 In March 2016 the EP Popestar was recorded in a studio in Linkoping. MH, HP and TF participated in the recording. MR failed again to appear due to lack of time. Unlike previous recordings, SS did not appeared in the recording. This was due to SS being tired of TF not having replied to requests for partnership agreement.
4.1.43 On April 8, 2016 the partners each received a contract proposal from Sissi Hagald. was not a partnership agreement as expected, but an employment contract between TFs companies, Papastrello Limited and the partners. After allowing a lawyer review the contract, the partners confronted TF regarding the contracts. This happened in April 2016 Straudsburg, the United States during the US tour. At the meeting the plaintiffs explained that they did not consider the contract representing the partnership agreement they expected, they considered that the agreement was a slave contract and that they could not accept to only receive a monthly salary, but also wanted a share of the profit in accordance with the agreement previously reached. TF said he was innocent and announced that it was not he who was behind the contract. TF explained that he did not want the other members to sign the contract and to asked the other members to understand that it was "not intended that he would become a millionaire while other members would live on subsistence level."
4.1.44 In September 2016 the band members received a new proposal for a contract. This proposal was rejected by the plaintiffs since it neither reflected the current agreement or gave them fair compensation for their work as members of the " Ghost '.
4.1.45 On November 7, 2016, an agreement between HP, MH, SS and MR, on the one hand, and Papastrello Limited, on the other hand, regarding the then ongoing tour. Under this agreement HP, MH, SS and MR received a fixed fee for their touring in September to November in 2016.
4.1.46 On November 28, 2016 TFs lawyer, Sissi Hagald sent an email to the me –the plaintiffs’ lawyer. In this email Sissi Hagald explained that "It should be clear for your clients that no agreement regarding their involvement as a musician in the " Ghost" does exist "and that" It should also be made clear to them that they will not be considered for future engagement as principal does not intend to once again be blackmailed for future tours. "
4.1.47 On December 16, 2016 the plaintiffs sent, through me, a letter to TF and Sissi Hagald. In this letter the plaintiffs outlined their position and stated that the partners joint operations accounted for a partnership in the legal sense, the profit of the business shall be shared equally between partners and TF had no right to unilaterally " fire” the plaintiffs from ‘'Ghost' (and then operate further on this own ). In the letter the plaintiffs also requested TF to submit a detailed account of the business income in the years 2011-2016.
4.1.48 On December 20, 2016 TF disputed, via Sissi Hagald, that a partnership existed, or had previously existed, and explained to the plaintiffs that she did not expect any additional contacts on the matter.
Good morning. Here is part 5
PRELIMINARY evidence
5.1 Oral evidence
5.1.1 Witness hearing under assurance of truth of SS, to essentially be heard on circumstances related the decision among the partners to conduct joint operations under the name of " Ghost 'to primarily supporting
(I) the fact that he, TF and Gustaf Lindstrom in 2010 entered an agreement to operate in a partnership regarding the music group " Ghost '
(Ii) there has been a common commercial purpose agreed between the members
(Iii) the partners worked for the common commercial purpose,
(Iv) certain partner have resigned from the legal partnership,
(V) MR entered as a partner in January 2011,
(Vi) MH entered as a partner in December 2014,
(Vii) HP entered as a partner January 12, 2015 and
(Viii) the partners agreed to that TF would carry out the management of the legal partnership and that the plaintiffs ware not involved in the management of the Legal partnership's affairs.
5.1.2 Witness hearing under assurance of truth of MR, that mainly was heard on circumstances related to the conduct of joint activities under the name of " Ghost 'to primarily supporting
(I) that he entered as a partner in the legal partnership engaged in the business of " Ghost 'in January 2011 and thereafter has conducted joint activities in the legal partnership together with other partners,
(Ii) there has been a common commercial purpose agreed between the members
(Iii) the partners worked for the common commercial purpose
(Iv) certain partner have resigned from the legal partership,
(V) MH entered as a partner in January 2015
(Vi) HP entered as a partner in December 2014 and
(Vii) that the partners agreed to TF would carry out the management of the single company and that the plaintiffs ware not involved in the management of the legal partnership’s affairs.
5.1.3 Witness hearing under assurance of truth of MH, that mainly was heard on circumstances related to the conduct of joint activities under the name of " Ghost 'to primarily supporting
(I) that he entered as a partner in the legal partnership engaged in the business of " Ghost 'in December 2014 and thereafter has conducted joint activities in the legal partnership together with other partners,
(Ii) there has been a common commercial purpose agreed between the members,
(Iii) the partners worked for the common commercial purpose
(Iv) TF managed the legal partnership and that the plaintiffs were not involved in the management of the legal partnership’s affairs.
5.1.4 3 Witness hearing under assurance of truth of HP, that mainly was heard on circumstances related to the conduct of joint activities under the name of " Ghost 'to primarily supporting
(I) that he entered as a partner in the legal partnership engaged in the business of " Ghost 'in January 2015 and thereafter has conducted joint activities in the legal partnership together with other partners,
(Ii) there has been a common commercial purpose agreed between the members
(Iii) the partners worked for the common commercial purpose
(Iv) TF managed the legal partnership and that the plaintiffs were not involved in the management of the legal partnership’s affairs.
5.1.5 Witness hearing under assurance of truth of MP, that mainly was heard on circumstances related to the conduct of joint activities under the name of " Ghost 'to primarily supporting
(I) he, together with other partners, has been a partner in the legal partnership engaged in the business of " Ghost’.
(Ii) there has been a common commercial purpose agreed between the members
(Iii) the partners worked for the common commercial purpose,
(Iv) certain partners resigned from the simple company,
(V) MR entered as a partner in January 2011,
(Vi) MH entered as a partner in December 2014,
(Vii) HP entered as a partner January 12, 2015 and
(Viii) that the partners agreed to TF would carry out the management of the single company and that the plaintiffs ware not involved in the management of the legal partnership’s affairs.
Part 6. The last part
Documentary evidence 5.2
5.2.1 E-mail of 31 October 2011 from TF, Appendix 1, to the proof of
(I) the agreement to pursue a partnership under the name of " Ghost 'is present,
(Ii) TF handled the management and this management was to partially be handled through Swedish Drama Pop AB, 556833-8882,
(Iii) that the legal partnership’s profits shouldl be distributed among the partners, and
(Iv) the legal parterships activities include concert payments, merchandising and royalties from the exploitation of recorded music with " Ghost '.
5.2.2 E-mail of 6 October 2011 TF, Appendix 2 to show that the legal partnership agreed to a partnership agreement to be established.
5.2.3 Management Agreement entered into on 1 October 2011, Appendix 3 to substantiate
(I) the plaintiffs and TF has jointly worked in the band " Ghost ',
(Ii) The Rick Sales Entertainment Group, after the management company represented the Ghost, has represented all members of " Ghost 'and
(Iii) that the activities of the legal partnership has included concerts with " Ghost ', the recording and the commercial exploitation of music recordings with' 'Ghost' and merchandising.
5.2.4 E-mail of August 20, 2013 by TF, Appendix 4, attesting that
(I) the partners agreed that profits should be distributed between the partners and
(Ii) the plaintiffs actively participated in pursuing the common commercial purpose.
5.2.5 E-mail of January 10, 2013 Sissi Hagald, 5. Appendix to substantiate
(I) the partners agreed that the profits be distributed among shareholders,
(Ii) the partners received instructions to issue monthly invoices and how the invoices would be designed.
5.2.6 Summary of all musical recordings the plaintiffs and TF done together as musicians, singers and producers who have been consistently been accessed to the general public under the name of " Ghost ', Appendix 6 to substantiate
(I) the plaintiffs and TF engaged in joint activities concerning concerts under the name of " Ghost 'and
(Ii) the plaintiffs actively participated pursuing the common commercial purpose.
5.2.7 List over all the concerts the plaintiffs and TF jointly performed as' 'Ghost', Appendix 7, in support of
(I) the plaintiffs and TF engaged in joint activities concerning concerts under the name of " Ghost 'and
(Ii) the plaintiffs actively participated for pursuing the common commercial purpose.
5.2.8 Minutes of the meeting of 2 March 2011 in respect of the Ghost, Appendix 8 a. And newsletters Week 12, 2012 regarding Ghost, Appendix 8 b, to show that the partners in the business of Ghost discussed how the company should be organized and how the revenues of the business would be handled.
5.2.9 Company documents relating Papastrello Limited, Appendix 9, in support of the company owned by TF, but the company previously owned by the Swedish Drama Pop AB.
Stockholm as above
(Signed) Krister Axner
Diana Eklôw
Appendix
(I) the power of attorney in original and copy. The original to be returned.
(Ii) Appendix 1 – E-mail of 31 October 2011 from TF
(Iii) Appendix 2 – Email of 6 October 2011 from TF
(Iv) Appendix 3 – Management of agreement October 1, 2011
(V) Appendix 4 – Email of August 20, 2013 from TF
(Vi) Appendix 5 – E-mail of January 10, 2013 from Sissi Hagald
(Vii) Appendix 6 – Summary of music recordings
(Viii) Appendix 7 – Summary of concerts
(Ix) Appendix 8 a – Minutes of the meeting of 2 March 2011 in respect of the Ghost
(X) Appendix 8 b – Newsletter Week 12 in 2012 regarding Ghost
(Xi) Appendix 9 – Company Limited Documents relating Papastrello
