Hall & Oates Trade Blows In New Lawsuit Filings: ‘Ultimate Partnership Betrayal’

The mysterious legal battle among Hall & Oates became clearer Wednesday (Nov. 29) when Daryl Hall filed court papers accusing musical partner John Oates of leaving him “blindsided” by secretly moving to sell his half of their joint venture to Primary Wave – an act he called the “ultimate partnership betrayal.”

A week after news of the dispute between the yacht rock legends first surfaced, Hall filed an unsealed declaration (obtained by Billboard) that was filled with new revelations – not just about his partner’s “ambush,” but also about the duo’s ongoing “divorce,” about Hall’s problems with Primary Wave in particular, and about his personal feelings toward his former partner.

“Respectfully, he must be stopped from this latest wrongdoing and his malicious conduct reined in once and for all,” Hall wrote of Oates.

Hours later, Oates filed his own statement in response, saying he was “tremendously disappointed” that Hall had chosen to make “inflammatory, outlandish, and inaccurate statements about me.”

“I have no idea who or what is motivating Daryl to take these steps and make such salacious statements, but I am deeply hurt,” Oates wrote.

After teaming up as a pair of Philadelphia singers in 1972, Hall & Oates hit the top of the Billboard Hot 100 a whopping six times, first with “Rich Girl” in 1977 and then with “Kiss On My List,” “Private Eyes,” “I Can’t Go For That (No Can Do)” “Maneater” and “Out of Touch.” The duo have continued to successfully tour for years, including as recently as last year.

But in early November, Hall filed a private arbitration case against Oates, challenging his partner’s alleged plan to sell his half of their joint venture (Whole Oats Enterprises) to Primary Wave, a prominent music company that has acquired many iconic music catalogs in recent years. Fearing that the deal would close before the case was decided, Hall then filed the current lawsuit in Tennessee, seeking a court order to block the sale.

The lawsuit was filed under seal, shrouding it in mystery and leading to days of speculation about why the beloved duo were suing each other. The complaint was then unsealed last week, revealing the basic details about the proposed sale to Primary Wave and Hall’s objections. But Wednesday’s filings painted the clearest picture yet of the bitter dispute between the former partners.

In his declaration, Hall called Oates’ agreement to sell to Primary Wave a “completely clandestine and bad faith move in blatant violation” of their agreement, which he said clearly requires full consent from both partners.

“John Oates and the Co-Trustees engaged in the ultimate partnership betrayal,” Hall wrote. “They surreptitiously sought to sell half of the WOE assets without obtaining my written approval.”

Hall said he first learned of the proposed sale to Primary Wave in late October – news that he said left him “blindsided.” He said it came as the two sides were engaged in mediation on other issues and as he was about to embark on a tour, causing him “tremendous upheaval, harm, and difficulty in my life.”

“I believe that John Oates timed the unauthorized transaction to create the most harm to me,” Hall wrote.

Hall seemed particularly upset about the idea of selling to Primary Wave in particular. He said he had “no intention of becoming partners with Primary Wave” and that Oates could not “thrust a new partner upon me in this outrageous fashion.”

“The potential of being forced into a partnership with Primary Wave without my consent is incredibly upsetting,” Hall wrote. “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 regarding the WOE assets. The harm is unimaginable.”

The biggest problem for Hall, the filing indicated, was the idea of granting Primary Wave control over his name and likeness rights – something he called “highly personal assets.”

“Primary Wave is a company that brands itself as having a strong focus on exploiting not only copyrights but the trademarks and name and likeness rights of the artists from whom they purchase catalogue rights,” Hall wrote. “If Primary Wave becomes my partner they … will likely have a goal to use the
WOE assets, and my name and likeness, for branding and exploitations.”

A representative for Primary Wave did not immediately return a request for comment on Wednesday evening.

Hall also revealed that the dispute came amid a broader “divorce” with Oates. His former partner had recently become “adversarial and aggressive” and intended to “burden and harass me.” Eventually, they began discussing a dissolution of their touring company and other joint ventures. But he says that Oates never once discussed selling his share in Whole Oats Enterprises, the joint venture at issue in the case.

“John Oates was very combative and protective with respect to WOE, and consistently conveyed his desire to keep his ownership and that partnership intact and operative—there was never a hint that he would try to ambush me with a sale,” Hall wrote.

The new filing also cleared up exactly what assets are controlled by Whole Oats Enterprises. They include the band’s trademarks, their personal name and likeness rights, their record royalty income, and “certain HO social media and related website assets.” Another entity, Hot Cha Music, LLP, controls the band’s valuable musical composition copyrights – meaning they are not at issue in the case.

In his own filing Wednesday, Oates offered far fewer details than Hall had; he repeatedly said that he was subject to confidentiality agreements that restricted what he could say. But he refuted his partner’s core accusation about a secret deal that violated their partnership contract.

“I can only say that Daryl’s accusations that I breached our agreement, went ‘behind’ his back, ‘acted in bad faith,’ and the like, are not true,” Oates wrote.

A court hearing in the case is scheduled for Thursday morning in Nashville.