Axl's legal takeover

[DieselDaisy]

Marc, have you got any insight into the partnership agreement which Slash and Duff signed?

Here are two standard legal accounts:

‘’On, or around September 1, 1992, Axl, Slash and Duff entered into a written partnership agreement defining the rights of the Original GNR partners, and obligations entitled ‘Memorandum of Agreement’. [...] Among other things, the Agreement provided that Axl would own the rights to the name ‘Guns N' Roses’ if he was expelled or voluntarily withdrew from the partnership’’ (Slash & Duff v. Axl lawsuit document, 2004)

‘’In 1992, Geffen’s corporate predecessor entered into a new recording agreement with Messrs. Hudson, McKagan and Rose dated September 1, 1992 (hereinafter the ‘Recording Agreement’)’’ (Greatest Hits lawsuit document, 2004).

http://www.gnrevolut...pic.php?id=3350

These two accounts do not match with the account in Duff’s autobiography (pp. 221-2). Duff says that the signing occurred 5th July 1993 before a show in Barcelona:

After Suicidal Tendencies and Brian May had played their opening sets, our manager, Doug Goldstein, sent an oddly formal request to see me and Slash before the show. This was unusual.

When Slash and I arrived at the vibe room, one of the tour managers was sitting there waiting for us. The guy was clutching some papers. He put a slim stack of pages down in from of each of us. I leafed through it. It was a legal document giving Axl the right to continue to play as Guns N’ Roses even if either Slash or I – or both of us – were not part of it. Though it didn’t affect our status as shareholders in the operation, Axl and Axl alone would control the name if we signed this agreement.

To summarise, the tour manager ‘implied Axl wouldn’t go onstage that night unless we signed the documents'. Both Duff and Slash signed.

As you can see, there is a wide discrepancy between the dates. The date and gig of the Barcelona show match. (There was no gig on the 1st September 1992 by the way. There was a gig on the 29th August and the 2nd of September).

Any insight?

Thanks.

Edited November 15, 2012 by DieselDaisy

[recklessroad]

I don't know that much about this. No one ever told me about this stuff until I read it in Slash's book and then again in Duff's book. I do know that Slash has been wrong with dates before and that he sometimes mixes up dates. With that much Vodka and dope that went in him in those days is probably why. Duff seams to remember things a bit clearer than Slash but he could be off a bit too. About a year ago I was talking to Duff about some of the things that Axl thinks that Slash has lied about. The signing over of the band was the topic. I explained to him what I thought may have happened with a tour manger selling that fact that Axl won't go on stage with out them signing the papers. Duff said that it was put to them that way. The only difference is who knows if it was backstage before a gig. It could have been on a off day but that doesn't change the fact that Slash and Duff believed that if they didn't sign it then Axl wouldn't go on stage when ever the next gig would be. For all we know it could have been a month before the next gig. Also Axl may have not known when those papers were presented to Slash and Duff and I already know that Axl was not aware of what management said to Slash and Duff. Axl said that he never said that he wouldn't go on if they didn't sign and I believe him. The only thing I do know is that a few years ago Doug told me to tell Slash and Duff that he was sorry for the way he handled things on their behave.

None of this really matters because I believe if Slash and Duff had not signed those papers, the band would have broken up anyways because they would have never agreed on how to make the next record.

[SONOFABITCH]

I would love to know how Axl's recent tours would have gone without the band name. I am not saying he would flop. But I do believe billing it as Guns N' Roses has more value than billing the show as the Axl Rose Band.

[Amir]

Any clue as to why Doug and the tour managers would want Slash and Duff to sign the contract? Do you think Goldstein knew that Slash and Duff may leave the band, and he wanted to keep GNR intact, with who he saw as its most valuable member, Axl, at the helm?

[Dazey]

Any clue as to why Doug and the tour managers would want Slash and Duff to sign the contract? Do you think Goldstein knew that Slash and Duff may leave the band, and he wanted to keep GNR intact, with who he saw as its most valuable member, Axl, at the helm?

I've heard talk of people wanting to keep control of the name in the event of Slash or Duff ODing as they were really fucked up at the time and if one of them died it could create problems. Dunno if any of that's true or not.

[dalsh327]

Your opinion - if Axl & Doug didn't get Duff and Slash to sign the papers, do you think they would've used the GNR name with a different singer?

[cooker]

This subject is probably the one we want the most information on as it seems to be the central issue with the old line up. Thanks for giving on the info you know Marc.

[recklessroad]

Your opinion - if Axl & Doug didn't get Duff and Slash to sign the papers, do you think they would've used the GNR name with a different singer?

You mean if Axl had quit? I guess they would have tried to find in singer. Not so sure that it would have worked but I really think it would have become the Pink Floyd thing where no one would be able to have used the name. Since the members could not get along, there would be no band

[cooker]

Your opinion - if Axl & Doug didn't get Duff and Slash to sign the papers, do you think they would've used the GNR name with a different singer?

You mean if Axl had quit? I guess they would have tried to find in singer. Not so sure that it would have worked but I really think it would have become the Pink Floyd thing where no one would be able to have used the name. Since the members could not get along, there would be no band

I recall when Axl was doing the chats that he had it written into the Geffen contract when they first signed with them that he owned the name Guns N' Roses. That each of the band members had to intial that section of the contract. Have you heard of this?

[JayGatz]

Any clue as to why Doug and the tour managers would want Slash and Duff to sign the contract?

It's because Doug became a huge Axl yes man.

Don't kid yourself with this Axl didn't know crap. That may be atleast sorta believable if he hadn't pulled the same crap on Izzy earlier.

[cooker]

Any clue as to why Doug and the tour managers would want Slash and Duff to sign the contract?

It's because Doug became a huge Axl yes man.

Don't kid yourself with this Axl didn't know crap. That may be atleast sorta believable if he hadn't pulled the same crap on Izzy earlier.

Your making assumptions. Though facts may be on your side. I just want to know the whole story.

[tk1]

Hey Marc, you mentioned you talked to Duff about the name change and some other things Axl believes Slash lied about. If you can comment, did Duff elaborate on his take? Does he think Slash lied or feel like things can be worked out? Many of us had a glimmer of hope Duff could at least be a voice of reason between the two when he "ran" into Axl and subsequently, played a couple of gigs with him. I can't fathom Slash didn't come up in their talks.

[ShadowOfTheWave]

Hey Marc, you mentioned you talked to Duff about the name change and some other things Axl believes Slash lied about. If you can comment, did Duff elaborate on his take? Does he think Slash lied or feel like things can be worked out? Many of us had a glimmer of hope Duff could at least be a voice of reason between the two when he "ran" into Axl and subsequently, played a couple of gigs with him. I can't fathom Slash didn't come up in their talks.

But apparently Duff and Axl both talk smack about each other to Baz, so things aren't that great there either.

[tk1]

Hey Marc, you mentioned you talked to Duff about the name change and some other things Axl believes Slash lied about. If you can comment, did Duff elaborate on his take? Does he think Slash lied or feel like things can be worked out? Many of us had a glimmer of hope Duff could at least be a voice of reason between the two when he "ran" into Axl and subsequently, played a couple of gigs with him. I can't fathom Slash didn't come up in their talks.

But apparently Duff and Axl both talk smack about each other to Baz, so things aren't that great there either.

I must have missed that - what was said?

[ARX77]

Any clue as to why Doug and the tour managers would want Slash and Duff to sign the contract? Do you think Goldstein knew that Slash and Duff may leave the band, and he wanted to keep GNR intact, with who he saw as its most valuable member, Axl, at the helm?

IMO management put the idea in Axl's head. Because if one or both died it would have created a huge legal matter w/ who could move forward w/ the name Guns n Roses. Management was trying to ensure the cash cow could stay alive w/o Slash and Duff.

[ShadowOfTheWave]

Hey Marc, you mentioned you talked to Duff about the name change and some other things Axl believes Slash lied about. If you can comment, did Duff elaborate on his take? Does he think Slash lied or feel like things can be worked out? Many of us had a glimmer of hope Duff could at least be a voice of reason between the two when he "ran" into Axl and subsequently, played a couple of gigs with him. I can't fathom Slash didn't come up in their talks.

But apparently Duff and Axl both talk smack about each other to Baz, so things aren't that great there either.

I must have missed that - what was said?

Don't know, Baz just said he has to defend each one to the other, then the other gets pissed. I assume if he has to defend them then they must be talking smack.

[williambailey01]

I believe Axl or rather his "camp" (Axl's lawyer, then Beta then Del) attempted to get Goldstein involved in the legal spat over the name a few years ago asking him to side with Axl's version of events. But the trouble was Dougie had a different version of events from both Axl's as well as Slash N' Duffs.

Doug recollects that John Reese the UYI Tour Manager had called him saying that Axl had said he wouldn't go onstage during the UYI tour unless they signed off the name. Doug also disagreed with the assertion by Slash N' Duff that he told them to sign off on the name.

But Doug declined to get involved in the dispute as at the time he didn't care too much to go out of his way to help Axl. He was still smarting over missing out on a $1,000,000 payment when Axl left Sanctuary with Merc. Axl and Merc did that deed just 2 weeks prior to Doug getting the back end of the deal he did with Sanctuary for the said sum of money when he sold them Big FD Entertainment.

Sadly I don't know if we will ever get to the truth of exactly what went down. My feel is that there is most likely miscommunication and both sides are probably reasonably accurate with their version of events. The real lesson here is to talk to people directly instead of using third parties when it's something important. When using a middle man/woman often the message isn't relayed properly - Chinese Whispers or is manipulated for other reasons by those gobetweens. Sadly we still seem to see this occuring today with Axl.

[recklessroad]

Hey Marc, you mentioned you talked to Duff about the name change and some other things Axl believes Slash lied about. If you can comment, did Duff elaborate on his take? Does he think Slash lied or feel like things can be worked out? Many of us had a glimmer of hope Duff could at least be a voice of reason between the two when he "ran" into Axl and subsequently, played a couple of gigs with him. I can't fathom Slash didn't come up in their talks.

We really only talked about the the signing over of the name.

[DieselDaisy]

Slash, in his autobiography (pp. 390-1), only recalls the signing of the contract issue when it was actually put in effect by Axl (late 1995). He doesn't mention what Duff mentions, the pre-show ultimatum of Axl threatening to not go on stage. He doesn't give a specific time either for the signing either. He merely says that their three attorneys got involved - and Doug. Slash’s account does contradict Duff's in a sense as it gives over the impression that the thing was drawn-out over a considerable time period whereas Duff gives out the impression that it was ‘sprung’ on Slash and Duff and occured in one day.

In my opinion, the legal quotations are fairly fool proof. Duff's account simply cannot be correct in its present form. The 'partnership agreement' couldn’t have been sprung on Duff and Slash in July 1993 if it had already been signed in September, 1992! It cannot be a case of Duff, merely getting his dates and locations wrong, as there was not even a gig on 1st Sept 1992. And the times, Sept 1992, July 1993, are simply too far apart. In Sept 1992, Guns were in the States in the full throes of the Illusion tour. In July they were criss-crossing Europe wrapping up that same tour with the Skin N’ Bones leg!

It is confusing.

If it was in Slash's book I would have just dismissed it as, well, (with the greatest respect), a bit of a lie haha. But it is in Duff's! You could say it was a result of Duff's alcoholism of course. The thing is, alcohol doesn't tend to make one hallucinate and fabricate; it tends to blot-out and cause one to suffer memory lapses. Duff is completely honest about these lapses of memory in his book and doesn’t comment on stuff he cannot recall which is probably why the Illusion period is passed over so quickly. Here however, Duff is being very specific in regards to time, location and incident - too specific.

[dalsh327]

Slash, in his autobiography (pp. 390-1), only recalls the signing of the contract issue when it was actually put in effect by Axl (late 1995). He doesn't mention what Duff mentions, the pre-show ultimatum of Axl threatening to not go on stage. He doesn't give a specific time either for the signing either. He merely says that their three attorneys got involved - and Doug. Slash’s account does contradict Duff's in a sense as it gives over the impression that the thing was drawn-out over a considerable time period whereas Duff gives out the impression that it was ‘sprung’ on Slash and Duff and occured in one day.

In my opinion, the legal quotations are fairly fool proof. Duff's account simply cannot be correct in its present form. The 'partnership agreement' couldn’t have been sprung on Duff and Slash in July 1993 if it had already been signed in September, 1992! It cannot be a case of Duff, merely getting his dates and locations wrong, as there was not even a gig on 1st Sept 1992. And the times, Sept 1992, July 1993, are simply too far apart. In Sept 1992, Guns were in the States in the full throes of the Illusion tour. In July they were criss-crossing Europe wrapping up that same tour with the Skin N’ Bones leg!

It is confusing.

If it was in Slash's book I would have just dismissed it as, well, (with the greatest respect), a bit of a lie haha. But it is in Duff's! You could say it was a result of Duff's alcoholism of course. The thing is, alcohol doesn't tend to make one hallucinate and fabricate; it tends to blot-out and cause one to suffer memory lapses. Duff is completely honest about these lapses of memory in his book and doesn’t comment on stuff he cannot recall which is probably why the Illusion period is passed over so quickly. Here however, Duff is being very specific in regards to time, location and incident - too specific.

I wouldn't blame the cloudy decision making just on drugs and booze, the hundreds of dates they did over that period of time factors in.

Whoever decided on sending the messenger - a lawyer would tell someone how to cover their asses, I doubt Axl and Doug thought of it themselves, esp. when Axl can wash his hands clean of the dirty work. He only went to Izzy with the papers, and it went badly.

Whoever brought the papers to them is lucky they didn't get a beat down.

Edited November 18, 2012 by dalsh327

[Aussiegun]

As simple as it sounds, couldn't Axl have just made a contract stipulating what happens when Slash or Duff dies, instead of using it as an excuse to get hold of the name, and effectively become everyones boss.

[williambailey01]

As simple as it sounds, couldn't Axl have just made a contract stipulating what happens when Slash or Duff dies, instead of using it as an excuse to get hold of the name, and effectively become everyones boss.

Yep you could have had a written agreement starting that the name reverts to the the remaining 2 original members if one of the 3 of them died. So if Slash died then that leaves Axl & Duff with the name. If they were worried about the dollar value the name had to ensure that their estate was looked after, then you could have valued the name and taken out life insurance for each of them. That way if Slash dies then the life insurance proceeds are used to payout Perla and effectively buy Slash's share of the name. That way the remaining members don't have to deal with the spouses.

It's actually a very common problem for partnerships/people in business together, but one that is relatively easy to deal with in a fair and equitable way if you wish to. You just have buy/sell agreements and funding with insurance if you want the party to be paid out for their share of the GNR name.