With the dramatic language expected from a Songwriters Hall of Famer, Daryl Hall filed a sharply worded sworn statement Wednesday explaining why he’s suing music partner John Oates over an alleged breach of a business partnership.
In his declaration filed in Nashville Chancery Court and obtained by Rolling Stone, Hall accused Oates of making a “completely clandestine and bad faith move” when he “surreptitiously sought” to sell his share of a joint venture without Hall’s allegedly required consent.
Hall claims that “a mere two days” before he was scheduled to leave on a month-long, multi-country tour last month, Oates “ambushed” him with the news he intended to sell his half of Whole Oats Enterprises (WOE) to Primary Wave. The “I Can’t Go For That (No Can Do)” singer said he doesn’t agree with Primary Wave’s “business model” and believes such a sale could cause “unimaginable” harm to WOE’s assets, including the music duo’s trademarks, personal name and likeness rights, record royalty income, and social media and website properties. Hall alleges Oates and his lawyers “violated the letter and spirit” of the partnership by engaging in the unauthorized transaction “completely behind my back” amid a mediation specifically focused on unwinding WOE in a way amenable to both parties.
“I was blindsided by this information,” Hall said of the proposed sale. “I have no intention of becoming partners with Primary Wave, and the Oates Trust cannot be permitted to thrust a new partner upon me in this outrageous fashion.” The lawyer representing Oates in the dispute did not immediately respond to Rolling Stone‘s request for comment on Wednesday.
Hall said he incurred substantial legal fees during the mediation, and claimed Oates appeared outwardly “combative and protective” with respect to his ownership of Whole Oates Enterprises. “There was never a hint that he would try to ambush me with a sale,” he wrote.
On Nov. 16, Hall first asked a judge to step in and issue a temporary restraining order barring the sale. The Nashville chancery court granted the request, barring Oates and others involved in his trust from moving ahead with Primary Wave until the arbitrator weighs in or the restraining order expires. A hearing was set for Nov. 30.
“The potential of being forced into a partnership with Primary Wave without my consent is incredibly upsetting,” Hall wrote in his statement, saying the assets at stake were “developed personally” over five decades of partnership. “There is no amount of money that could compensate me for being forced to partner with an entity that I did not agree to partner with, and whose business model does not comport with my views,” he continued, saying he was particularly worried about the exploitation of his name and likeness rights.
“If Primary Wave becomes my partner, they will have ownership of and an equal amount of control over the HO trademarks, social media assets and website assets that include my name and likeness. Primary Wave will likely have a goal to use the WOE assets, and my name and likeness, for branding and exploitations,” Hall added. “These are highly personal assets and that is why it is incredibly important that written approval be obtained on any transfer of those rights so as not to create turmoil in the partnership.”
Hall said he also was upset by the allegedly “cavalier manner in which John Oates turned over confidential information to Primary Wave,” and is asking the court for an order that would allow him to recover all documents Oates shared with Primary Wave without his consent.
“In closing, I am deeply troubled by the deterioration of my relationship with, and trust in, John Oates,” Hall wrote. The singer said the alleged breach of the terms of the partnership “has caused me an enormous amount of distress,” and that a sale to Primary Wave would be to his “great detriment.”
Primary Wave already controls a “significant interest” in Hall & Oates’ music catalog, according to the company. Speaking to Sky News in 2021, Hall said he regrets the sale. “I have a bit of my publishing, but a lot of bad business was done in the early days — I’m a real rock and roll story when it comes to that kind of thing,” he said. “Never sell your publishing — maybe if you’re, you know, 80 years old and you decided to retire, then you can sell your publishing, but I wouldn’t even suggest it then, I don’t believe in that concept, It’s all you have is that.”