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1.The artist brokerage contract signed by an artist and a brokerage company is a comprehensive commercial contract that contains multiple rights and obligations.It does not have the pure nature of entrustment,and does not belong to the entrusted legal relationship in Chinese law,nor can it apply the “unilateral arbitrary termination” rule peculiar to the entrusted legal relationship.The so-called right of arbitrary termination refers to the termination of the contract in accordance with the wishes of one party without the other party’s breach of contract.If the contract is arbitrarily terminated, the contract shall expire upon termination.

2.In an artist brokerage contract, thu lack of trust is not a legal reason for one party to have the right to rescind the contract.In the case where the two parties (artist and brokerage company) have irreconcilable contradictions, and the basis of trust for continued cooperation is obviously absent, the contract is then difficult to continue to perform, and the purpose of the contract is difficult to achieve, the court will rule that the contract should be terminated (without affecting the accountability for breach of contract).

Case 1: In 2010, L signed the Brokerage Contract with Company A.Company A was L’s sole agent.In 2012, L entrusted his lawyer to send a letter to Company A, notifying Company A of the cancellation of the Brokerage Contract on the grounds that Company A failed to improve L’s acting career, and then participated in other performing arts activities without authorization.Company A did not agree to terminate the contract, so L filed a lawsuit with the court, asking for an order to confirm that the Brokerage Contract had been terminated.Company A filed a counterclaim, demanding that L shall continue to perform the Brokerage Contract with Company A and compensate Company A for RMB 2,000,000 yuan.((2013) Shanghai Yi Zhong Min Yi (Min) Zhong Zi No.2086)

The court held that: the Brokerage Contract signed by L and Company A was not simply a commission contract under Contract Law.The disputed contract has the characteristics of commission contracts, labor contracts, contracts of commission agency and intermediation contracts at the same time.It is a comprehensive commercial contract which contains a variety of rights and obligations.According to the law, a legally established contract has legal binding force on both parties and may not be changed or terminated at will.Company A did not make any mistakes or breach the contract in the process of fulfilling the disputed contract.It arranged for L to participate in the production of films and television dramas as well as in commercial endorsement activities.It also conducted a comprehensive commercial promotion for L and settled the performance income and payed the remuneration to L according to the contract.Therefore, it has fully fulfilled its contractual obligations as agreed by both parties.L’s requirement to terminate the Brokerage Contract without reasons violated the principle of good faith, so he shall assume all the liability for the results.After 2012, L participated in performing arts activities without authorization, which violated the contract agreement between the two parties and actually caused losses to Company A.Company A has a reason to demand compensation from L.

In addition, considering that a Brokerage Contract can only be beneficial to both parties when it follows the principles of honesty, good faith,and fairness, L’s willingness to terminate the contract exacerbated the conf lict between the two parties who no longer held the trust required for continued cooperation.So the court ruled that the contract can be terminated from the day when the judgement takes into effect.The termination of the contract determined by the court is not the same concept as the termination of the contract requested by L, that is, the court’s judgment on the termination of the contract does not affect the accountability for breach of contract.

Case 2: Artist J signed an Artist Brokerage Contract with Company T,and the two parties agreed that Company T would be the exclusive agent of J to assist him in developing his acting career.Later, J asked the company to terminate the contract on the ground of its breach of contract.After J filed a lawsuit over the above-mentioned dispute, Company T filed another lawsuit against J’s father regarding its right of reputation.Therefore, J believed that he cannot continue to cooperate with the company that pushed his father to the defendant’s seat.The two parties have lost the trust basis for cooperation, and the contract can no longer be performed.((2016) Jing 03 Min Zhong No.13936)(https://www.daowen.com)

The court held that: Although there were mistrusts between the two parties in the performance of the contract, there was no legal situation that may cause the contract to fail to perform or the purpose of the contract to be unachievable.Although the trust between the two parties is an important basis for performing the contract of this kind, the lack of trust is not a legal reason for the party to terminate the contract.For entertainers’ developing from newcomers to famous celebrities with high popularity and inf luence, in addition to their own abilities, the brokerage company plays a crucial role in cultivating, promoting and improving the popularity of the artist, which costs the brokerage company a large amount of time and money.If an artist is allowed to exercise his or her right to terminate the contract arbitrarily on the grounds of interpersonal dependence after becoming famous, it will put the agency in an unequal contract position and violate the basic principles of fairness and honesty, which may do harm to the sound development of the performing arts industry.

Case 3: W and the performing arts brokerage company H signed an Artist Brokerage Contract, in which it was agreed that Company H was the exclusive and full-service agent of the artist W, and the artist W shall not authorize another agent without permission or participate in performing arts activities not arranged by Company H.On the same day,artist W signed the participation guarantee for a large-scale idol talent show held by Company H.Later, Company H and Company L signed the brokerage transfer agreement regarding the show and the artist, transferring all the copyrights and income rights of Company H on the show and the brokerage rights of artist trainees to Company L, but artist W was unwilling to sign the Brokerage Transfer Agreement.Company H did not arrange an entertainment opportunity for artist W for two years after the recording of the program, and did not pay any remuneration.Therefore,after issuing the Letter of Termination, W participated in a publicity activity.Company H believed that W had breached the contract, but W supposed that he had terminated the contract.((2019) Jing 01 Min Zhong No.5450)

The court held that: The Artist Brokerage Contract is an agency contract signed between the artist and performing arts brokerage company.The main content is that the agency is responsible for packaging, cultivating artists and arranging performances as well as signing the contracts for the artists.The artist shall obey the working arrangements of the agency, and the company shall pay the remuneration to artists.The artist has the obligation not to sign similar brokerage contracts with other people and not to participate in performing arts and publicity activities without permission.The content of Artist Brokerage Contracts involves many laws such as Labor Law, Intellectual Property Law, etc.An artist brokerage contract synthesizes attributes of intermediation contracts, contracts of commission agency and labor contracts, and has more attributes of the commission contract, which is a contract with comprehensive features of various contracts.Thus, the unilateral right of rescinding the commission contract shall not be applied in isolation to such contracts;the termination of such contracts shall be judged in accordance with the relevant provisions of the termination of the contract in Contract Law.In this case, the disputed contract could not directly apply the “unilateral arbitrary termination” specific to the commission contract, and the contract did not stipulate that either party had the right to terminate the contract unilaterally.Therefore, although artist W sent a letter to terminate the contract on July 11, 2017, the letter-issuing act itself did not have the effect of contract termination.Company H’s reply on September 26 indicated that it did not agree with the termination, and the two parties failed to reach a consensus on the termination of the contract.Therefore,before the lawsuit, the Artist Brokerage Contract signed by the two parties was not terminated.

Picture 16 Summary of This Case

As mentioned above, the Artist Brokerage Contract is not simply a commission contract.It has strong interpersonal dependence and the trust relationship between a performing arts brokerage company and the artist is the basis for the continued performance of the contract.At the same time, considering that artist W has clearly stated that he will not continue to perform the contract, and that Company H has not arranged performing activities for W after 2016, and artist W has not received remuneration from Company H since the signing of the contract, the two parties have lost the basis for cooperation, so termination of the Artist Brokerage Contract is not improper.The court confirmed that the Artist Brokerage Contract involved in the case was terminated on the day that Company H received the counterclaim.However, according to the relevant agreements in the contract, artist W’s participation in the entertainment activities without permission during the performance of the contract has already constituted the breach of the contract.He shall bear corresponding liabilities for breaching contracts.