Talent Representation Commission Dispute Demand Letters

Published: December 4, 2025 • Demand Letters

Talent Representation Commission Dispute Demand Letters | Manager/Agent Conflicts

Manager/Agent Commission Conflicts | Overpayment, Scope Disputes & Termination Issues

Talent Representation Commission Overview

🎭 Manager vs. Agent: Managers handle career strategy, branding, business affairs (10-20% commission). Agents procure employment opportunities (10-15% commission, regulated by state law). Many disputes arise from unclear scope, double-dipping, or commissions claimed on deals the representative didn’t procure.

Manager vs. Agent Distinctions

Feature	Manager	Agent (Talent Agent)
Primary role	Career guidance, strategy, branding, business affairs	Procure employment opportunities (deals, gigs, contracts)
Regulation	Generally unregulated (except CA limits)	Heavily regulated (licensing required in CA, NY, etc.)
Commission rate	10-20% (negotiable)	10-15% (often capped by state law)
License required	No (in most states)	Yes (CA Talent Agencies Act, NY Gen. Bus. Law Art. 23)
Procurement activity	Cannot procure employment without talent agency license (CA)	Licensed to procure employment
Contract term	1-3 years (negotiable); CA limits to 7 years	Often shorter (1-2 years); CA limits to 7 years

Standard Commission Structures

Manager commissions (industry norms):

Standard rate: 15-20% of gross income from “represented activities”
Commissionable income: Brand deals, sponsored content, appearance fees, merchandise, licensing (if manager negotiated)
Non-commissionable: Deals procured before manager relationship, talent’s W-2 employment income unrelated to influencer career, gifts/free products (no cash value)
Sunset clause: After termination, manager continues earning commission on deals they negotiated (typically 6-12 months or through deal completion)

Agent commissions (regulated):

Rate cap: 10% maximum in California for licensed agents (CA Labor Code § 1700.40)
Commissionable: Only employment/opportunities agent actually procured
Non-commissionable: Self-procured deals, opportunities from other agents, pre-existing relationships
Contract requirements: Must be in writing, approved by Labor Commissioner (CA)

Common Commission Disputes

For talent (disputing overcharges/improper commissions):

Double-dipping: Both manager AND agent taking commission on same deal (15% + 10% = 25% total)
Commissions on non-procured deals: Manager claiming commission on brand deal that talent found themselves
Post-termination commissions: Manager demanding commission on deals signed after termination that manager didn’t negotiate
Scope creep: Manager taking commission on ALL income (including W-2 job, Patreon, non-influencer revenue)
Rate disputes: Verbal agreement for 10%, manager now claiming 20%
Unlicensed procurement: Manager acting as agent (procuring deals) without talent agency license – contract may be void (CA)
Expenses charged to talent: Manager deducting “expenses” before calculating commission, or charging expenses that aren’t talent’s responsibility

For managers/agents (pursuing unpaid commissions):

Talent not disclosing deals: Talent hiding brand deals or income to avoid commission
Direct payments to talent: Brand pays talent directly, talent claims “forgot” to pay commission
Sunset clause disputes: Talent claiming manager shouldn’t earn commission on deals closing after termination (even though manager negotiated)
Deferred compensation: Talent hasn’t been paid yet, refuses to pay commission until they receive payment
Non-payment after termination: Talent terminates relationship and stops paying commission on ongoing deals

California Talent Agencies Act Basics

⚠️ CA Talent Agencies Act: In California, anyone who “procures” or “attempts to procure” employment for talent must hold a talent agency license from the Labor Commissioner. Managers who cross the line into procurement without a license may have their entire contract voided, forfeiting ALL commissions (even on legitimate management work). This is talent’s nuclear option.

Key provisions (CA Labor Code §§ 1700 et seq.):

Licensing requirement: Must be licensed to engage in talent agency business
“Talent agency” defined: Person who procures, offers, promises, or attempts to procure employment or engagements for artist
Penalties for violation: Unlicensed activity = contract VOIDABLE at talent’s election (Marathon Entm’t v. Blasi)
Remedies: Talent can void contract, recover ALL commissions paid, refuse to pay future commissions
Exceptions: Incidental procurement by manager may be permissible if not primary activity (fact-specific)

Manager safe harbors (what managers CAN do without license):

Advise on career strategy and branding
Introduce talent to brands/opportunities (but not negotiate deals)
Refer talent to licensed agents
Negotiate terms AFTER brand contacts talent directly
Manage business affairs, finances, publicity

Crossing the line (requires license):

Soliciting brands to hire talent
Submitting talent for specific campaigns/opportunities
Negotiating deal terms with brands who haven’t already approached talent
Holding self out as procuring employment

For Talent: Disputing Improper Commissions

Audit Your Commissions

Before confronting manager/agent, gather evidence:

Contract: Original management/agency agreement (all amendments, side letters)
Commission rate: What does contract actually say? (10%, 15%, 20%?)
Scope definition: What income is commissionable? (“gross income from influencer activities” vs. “all income”)
Payment records: Bank statements, PayPal, Venmo showing payments to manager/agent
Income log: List all brand deals, sponsored posts, appearances with dates and amounts
Deal sourcing: For each deal, who found it? (You? Manager? Brand contacted you directly?)
Communications: Emails/texts showing manager’s role (or lack thereof) in each deal
Overpayment calculation: Total commissions paid vs. what should have been paid per contract

Common Overcharge Scenarios

Scenario	Why It’s Wrong	Recovery Amount
Manager takes 20% on self-procured deal	If contract says commission only on “deals manager negotiates,” self-found deals not commissionable	Full 20% refund + future deals
Double commission (agent 10% + manager 15%)	Unless explicitly agreed, shouldn’t pay 25% total; one should reduce rate	Negotiate cap (e.g., 15% total split between them)
Commission on W-2 salary from unrelated job	Manager shouldn’t earn commission on non-influencer employment income	Refund of commissions on non-influencer income
Post-termination commission on new deals	If deal signed AFTER termination and manager didn’t negotiate, no commission due (unless sunset clause)	Refund commissions on post-termination deals manager didn’t procure
Commission on gross before expenses	If contract says “net income” or allows expense deduction, gross may be wrong base	Recalculate on net; refund difference

Demand Letter Strategy

Option 1: Accounting request + negotiated refund

When: Relationship salvageable; overcharges seem unintentional; want to continue with manager/agent
Tone: Professional, collaborative
Ask: “Please provide accounting of all commissions. I believe there were errors. Let’s correct going forward and adjust past overpayments.”
Outcome: Refund of overpayments, clarify scope going forward, amend contract

Option 2: Formal demand for refund + contract clarification

When: Manager/agent not responsive to informal requests; overcharges significant
Tone: Firm, documented
Demand: Itemized list of improper commissions, total refund amount, deadline
Threaten: “If not resolved, will terminate contract and pursue breach of contract claim”

Option 3: Void contract under Talent Agencies Act (CA nuclear option)

When: Manager engaged in procurement without license (CA only)
Claim: “You acted as talent agent without license; contract is VOID under CA Labor Code § 1700.5; I am entitled to refund of ALL commissions paid”
Evidence needed: Proof manager solicited brands, negotiated deals, procured employment (emails showing manager pitching you to brands)
Outcome: If proven, talent can void contract and recover ALL past commissions (even legitimate ones)
Risk: Destroys relationship; may face counterclaim; courts balance equities (may not void entire contract if procurement was incidental)

⚠️ Talent Agencies Act Nuclear Option: Claiming manager violated TAA voids entire contract and allows you to recover all commissions. However, courts may apply “seven-year rule” (if relationship older than 7 years, harder to void), and if manager provided substantial legitimate management services, court may deny relief or only void procurement-related commissions. Use strategically, not reflexively.

Termination & Sunset Clauses

When terminating manager/agent, understand sunset obligations:

Deals manager/agent negotiated: Typically owe commission through completion of deal (even if closes after termination)
Deals in negotiation: If manager was actively negotiating when terminated, may owe commission even if you finish negotiation
Sunset period: Contract may require paying commission for X months after termination on deals from manager’s contacts
Clean break deals: Deals you find yourself AFTER termination = no commission owed (unless sunset clause says otherwise)

Sample sunset clause (manager-friendly):

“Upon termination, Manager shall continue to receive commissions on: (a) all agreements entered into during the Term, for the full duration of such agreements; (b) all agreements entered into within 6 months after termination that were procured or substantially negotiated by Manager during the Term; and (c) all renewals or extensions of agreements Manager negotiated.”

Negotiating better sunset (talent-friendly):

“Upon termination, Manager shall receive commissions only on agreements executed during the Term. Agreements executed after termination date shall not be commissionable, even if negotiations began during Term, except: ongoing payment installments on agreements fully executed before termination shall remain commissionable.”

Calculating Refund Demands

Formula:

Total Overpayment = (Commissions Paid) - (Commissions Actually Owed Per Contract)

Example calculation:

Talent’s income Year 1: $500k Manager took 20% commission: $100k Breakdown of income: – Brand deals manager negotiated: $300k → Commission owed: $60k (20%) – Brand deals talent found themselves: $150k → Commission owed: $0 (contract says only manager-procured deals) – W-2 salary from part-time job: $50k → Commission owed: $0 (non-influencer income) Total commission actually owed: $60k Total commission paid: $100k OVERPAYMENT: $40k Demand: Refund $40k + correct future commissions to only apply to deals manager negotiates.

For Managers/Agents: Pursuing Unpaid Commissions

Documenting Your Claim

Before sending demand, compile evidence:

Management/agency contract: Signed agreement specifying commission rate and scope
Deal documentation: Emails, texts showing you negotiated/procured each deal
Brand communications: Proof you introduced talent to brand or negotiated terms
Payment records: Invoices sent to talent, partial payments received, outstanding balance
Accounting: Detailed spreadsheet: Date | Brand | Deal Amount | Commission Owed | Commission Paid | Unpaid Balance
Talent’s income: If talent paid you on some deals but not others, shows selective payment
Termination notice: If relationship ended, when and how? Does sunset clause apply?

Common Non-Payment Scenarios

Scenario	Your Argument	Talent’s Likely Defense
Talent stopped paying after termination	Contract requires commission on deals I negotiated, regardless of termination date	Contract terminated; no more obligations
Talent claims they found deal themselves	Emails show I introduced talent to brand; I negotiated terms	Brand contacted me first; you just helped with paperwork
Talent hasn’t been paid by brand yet	Commission owed when deal signed, not when talent receives payment	Commission only due when I actually receive money
Talent claims deal outside scope	Contract says “all influencer-related income”; this qualifies	Contract says only deals you negotiate; you didn’t negotiate this
Talent hiding deals	Contract requires disclosure of all brand deals; talent breached by concealing	Not obligated to tell you about self-procured opportunities

Demand Letter Strategy

Step 1: Friendly invoice reminder

When: First 30-60 days of non-payment
Tone: Professional, assumes oversight
Content: “Following up on Invoice #X for $Y commission on [Brand Deal]. Please remit payment within 10 days.”

Step 2: Formal demand letter

When: Invoices ignored; talent claims they don’t owe
Content: Itemized accounting, legal basis for commission, contract citations, deadline (10-14 days), consequences (litigation, lien on future earnings)
Threaten: Breach of contract lawsuit, injunction preventing talent from working with other managers until paid

Step 3: Litigation preparation

When: Demand ignored or rejected
Claims: Breach of contract, breach of fiduciary duty (if applicable), quantum meruit (value of services rendered)
Remedies: Unpaid commissions, interest, attorney fees (if contract provides), injunctive relief

Defending Against Talent Agencies Act Challenge (CA)

🚨 TAA Defense Prep: If you’re a CA manager, anticipate talent may claim you violated Talent Agencies Act. Prepare evidence showing: (1) You didn’t solicit brands (brands came to talent or talent found them), (2) You only negotiated terms after brand approached talent, (3) Any procurement was incidental to management services, (4) Talent ratified relationship by accepting benefits for years (estoppel).

Defenses to TAA voidance:

No procurement activity: You provided only legitimate management services (branding, strategy, business affairs); any deal negotiation was after brand contacted talent directly
Incidental procurement exception: Even if some procurement, it was incidental to primary management duties (courts weigh totality)
Talent ratification: Talent accepted benefits of contract for years, paid commissions without objection – estopped from voiding now
Seven-year rule: If contract older than 7 years (Labor Code § 1700.44 max term), relationship may be outside TAA scope
Unclean hands: Talent actively participated in arrangement, benefited substantially, now claims voidance only to avoid paying – inequitable
Severability: Even if some procurement activity voidable, rest of contract (legitimate management) should survive; only void procurement-related commissions

Evidence to support defenses:

Emails showing brands contacted talent directly (you didn’t solicit)
Scope of services beyond procurement (strategy sessions, branding work, financial management)
Talent’s communications acknowledging your management role (not agent role)
Years of accepted commissions without objection
Comparable manager relationships in industry (show your arrangement is standard)

Settlement Negotiation

When talent disputes commissions, consider:

Factor	Settlement Strategy
Strong documentation of your role	Hold firm on full amount; offer payment plan only
Ambiguous contract language	Discount 20-30% to avoid litigation risk
TAA violation risk (CA)	Significant discount (50%+) to avoid voiding entire contract
Ongoing relationship	Waive some past commissions in exchange for contract extension
High litigation costs	If claim under $25k, may not be economical to litigate; accept partial payment

Best Practices to Avoid Future Disputes

Written contract always: Never manage on verbal agreement or handshake
Clear scope definition: “Commission applies to: (a) brand deals Manager negotiates, (b) deals from contacts Manager introduced, (c) extensions/renewals of Manager-negotiated deals. Commission does NOT apply to: self-procured deals, W-2 employment, non-influencer income.”
Deal-by-deal tracking: For each deal, document your involvement (email thread with brand, negotiation notes)
Transparent accounting: Monthly statements showing income, commission calculation, amount due
Payment terms: “Commission due within 15 days of talent receiving payment from brand” (ties your payment to their receipt)
Sunset clause: Clearly define post-termination commission rights to avoid disputes
Right to audit: “Manager may audit talent’s books/records to verify income reported”
Stay in lane (CA): If you’re manager, don’t cross into procurement without talent agency license; refer talent to licensed agent for deal procurement

Sample Commission Dispute Demand Letters

Sample 1: Talent Demanding Refund for Overpayment

[Talent Name] [Address] [Email] [Date] [Manager Name] [Manager Company] [Address] Re: Demand for Refund of Improper Commissions – Breach of Management Agreement Dear [Manager]: I am writing regarding improper commissions you have taken in violation of our Management Agreement dated [Date] (the “Agreement”). COMMISSION SCOPE PER CONTRACT: The Agreement specifies your commission at 15% of “gross income from brand partnerships and sponsored content that Manager procures or negotiates on behalf of Talent.” IMPROPER COMMISSIONS TAKEN: You have taken 15% commission on ALL my income, including deals and income streams outside the scope of our agreement: 1. SELF-PROCURED BRAND DEALS: The following deals were secured by ME directly (brands contacted me, I negotiated terms, you provided no material involvement): • [Brand A] – $25,000 (Commission taken: $3,750) • [Brand B] – $40,000 (Commission taken: $6,000) • [Brand C] – $15,000 (Commission taken: $2,250) Your role: I informed you of these deals after signing. You reviewed contracts but did not negotiate or procure them. Per Agreement Section [X], commission applies only to deals you “procure or negotiate.” These self-procured deals are NOT commissionable. Improper commission on self-procured deals: $12,000 2. W-2 EMPLOYMENT INCOME: You took commission on my salary from [Company], where I work part-time as [job title]: • 2024 salary: $50,000 • Commission taken: $7,500 This employment is unrelated to my influencer career. You did not procure this job. This income is not “brand partnerships or sponsored content” under our Agreement. Improper commission on W-2 income: $7,500 3. PATREON SUBSCRIPTION INCOME: You took commission on my Patreon subscription revenue: • 2024 Patreon income: $30,000 • Commission taken: $4,500 Patreon is direct fan support, not a “brand partnership” you negotiated. This is outside Agreement scope. Improper commission on Patreon: $4,500 4. POST-TERMINATION DEALS: On [Termination Date], I provided 30-day notice terminating our Agreement. You continue claiming commission on deals signed AFTER termination that you did not negotiate during our relationship: • [Brand D] deal signed [date after termination] – $20,000 (Commission claimed: $3,000) Per Agreement Section [X], your sunset rights apply only to “agreements entered into during the Term or substantially negotiated by Manager prior to termination.” You had no involvement in Brand D deal prior to termination. Improper post-termination commission: $3,000 TOTAL OVERPAYMENT: $27,000 DEMAND: 1. REFUND: Pay me $27,000 within 14 days (overpayment for 2024; similar overpayments likely occurred in prior years) 2. ACCOUNTING: Provide detailed accounting of all commissions taken 2022-2024, broken down by deal 3. FUTURE COMMISSIONS: Immediately cease taking commissions on non-procured deals, W-2 income, Patreon, and post-termination deals CONSEQUENCES OF NON-COMPLIANCE: If you do not refund $27,000 within 14 days, I will: • File lawsuit for breach of contract seeking: – Return of all improperly taken commissions (2022-2024) – Accounting of all commissions – Attorney’s fees and costs (per Agreement Section [X]) – Declaratory relief defining proper scope of commissions going forward • Report to [State Labor Commissioner / Professional Association] regarding improper practices I prefer to resolve this amicably. The Agreement clearly limits your commission to deals you procure or negotiate. Please confirm receipt and propose payment plan if lump sum refund not feasible. Sincerely, [Your Signature] [Your Name] Enclosures: • Management Agreement (executed [date]) • Spreadsheet detailing all commissions paid and deals/income sources • Bank statements showing commission payments

Sample 2: Manager Demanding Unpaid Commissions

[Manager Name] [Manager Company] [Address] [Date] [Talent Name] [Address] Re: Demand for Payment of Outstanding Commissions – Final Notice Before Litigation Dear [Talent]: I am writing regarding your breach of our Management Agreement dated [Date] by failing to pay commissions owed on brand partnerships I negotiated on your behalf. COMMISSION OBLIGATION: Per Agreement Section [X], you agreed to pay me 15% commission on “all gross income from brand partnerships, sponsored content, and influencer-related opportunities.” UNPAID COMMISSIONS: Despite multiple invoices and requests for payment, you have failed to pay commissions on the following deals I procured and negotiated: 1. [BRAND A] PARTNERSHIP – $50,000 (Commission owed: $7,500) • Deal date: [Date] • My role: I introduced you to [Brand A]’s marketing team through my industry contact [Name]. I negotiated all terms including deliverables, timeline, exclusivity, and usage rights. See attached email thread. • Payment status: You received full $50,000 from Brand A on [Date]. You paid me $0. 2. [BRAND B] CAMPAIGN – $75,000 (Commission owed: $11,250) • Deal date: [Date] • My role: Brand B contacted you initially, but I negotiated contract increasing fee from their initial offer of $50k to $75k (saving you $3,750 in additional commission but earning you $25k more). I negotiated favorable usage terms and removed exclusivity clause. See attached contract negotiations. • Payment status: You received $75,000. You paid me $0. 3. [BRAND C] ONGOING CONTRACT – $100,000 annual (Commission owed: $15,000) • Deal date: [Date] • My role: I procured this deal by pitching you to Brand C’s CMO at [Industry Event]. I negotiated 12-month term, quarterly payments, and renewal option. This deal would not exist without my procurement efforts. • Payment status: You received Q1-Q3 payments totaling $75,000 to date. You paid me $0. TOTAL OUTSTANDING COMMISSIONS: $33,750 YOUR STATED REASONS FOR NON-PAYMENT (All Invalid): 1. “You didn’t really negotiate these deals”: FALSE. Attached emails prove I negotiated terms, increased fees, and improved contract terms. You acknowledged my role in emails at the time (“Thanks for negotiating this!” – see [date] email). 2. “We terminated our relationship, so I don’t owe commissions”: FALSE. Agreement Section [X] explicitly states: “Manager shall continue to receive commissions on all agreements executed during the Term, regardless of termination, for the full duration of such agreements.” All three deals were signed during our relationship. 3. “I’ll pay when brands pay me”: IRRELEVANT. You have already been paid in full by all three brands. Even if you hadn’t, Agreement Section [X] states commission is “due within 15 days of Talent executing agreement” – not contingent on your receipt of payment. BREACH OF CONTRACT: Your refusal to pay commissions owed is material breach of our Agreement. You have violated: • Section [X]: Commission payment obligation • Section [X]: Duty to provide accounting of all brand deals • Section [X]: Duty to act in good faith DEMAND: Pay $33,750 within 10 days via wire transfer to: [Bank details] If payment not received within 10 days, I will immediately: 1. FILE LAWSUIT for: • Breach of contract • Unpaid commissions: $33,750 • Pre-judgment interest • Attorney’s fees and costs (per Agreement Section [X]) • Injunctive relief preventing you from engaging other managers until my commissions paid 2. RECORD LIEN against your future earnings from the three brand partnerships (to the extent permitted by law) 3. NOTIFY BRANDS of the dispute and my commission interest in ongoing contracts PROPOSED ALTERNATIVE – PAYMENT PLAN: If you cannot pay lump sum, I will accept payment plan: • $10,000 down payment (due within 10 days) • $7,937.50 monthly for 3 months You must sign promissory note securing this payment plan. I invested significant time, effort, and industry relationships to secure these deals for you. You received over $200,000 in income from my work. Pay what you owe. Respond within 10 days. Sincerely, [Manager Signature] [Manager Name] [Manager Company] Enclosures: • Management Agreement • Email threads proving my negotiation role • Invoices (sent [dates], all unpaid) • Accounting spreadsheet

Sample 3: Talent Voiding Contract Under CA Talent Agencies Act

[Talent Name] [Address] [Date] [Manager Name] [Address] Re: Notice of Contract Voidance – Violation of California Talent Agencies Act Dear [Manager]: I am writing to inform you that I am voiding our Management Agreement dated [Date] (the “Agreement”) due to your violation of the California Talent Agencies Act, Labor Code §§ 1700 et seq. TALENT AGENCIES ACT VIOLATION: You engaged in talent agency activity without holding a talent agency license from the California Labor Commissioner, rendering our Agreement VOIDABLE at my election. California Labor Code § 1700.4 defines “talent agency” as: “A person or corporation who engages in the occupation of procuring, offering, promising, or attempting to procure employment or engagements for an artist.” You engaged in the following unlicensed procurement activities: 1. SOLICITED BRANDS TO HIRE ME: • You pitched me to [Brand A], [Brand B], and [Brand C] to secure partnerships • You sent my media kit and rate card to brands who had not contacted me • You held yourself out as my agent procuring deals • Evidence: Emails dated [dates] showing you soliciting brands (attached) 2. NEGOTIATED EMPLOYMENT TERMS: • You negotiated compensation, deliverables, timeline, and usage rights with brands • You acted as intermediary between me and brands in deal procurement • Evidence: Email negotiations with brands showing you procuring employment 3. ATTEMPTED TO PROCURE EMPLOYMENT: • You contacted brands on my behalf seeking partnerships • You submitted me for consideration for campaigns • You marketed my services to potential brand partners These activities constitute “procuring or attempting to procure employment” under Labor Code § 1700.4. You were required to hold a talent agency license to engage in this activity. You do not hold such license (I verified with CA Labor Commissioner – License Search shows no active license for you or [Manager Company]). LEGAL EFFECT – CONTRACT IS VOID: Under Marathon Entertainment v. Blasi (2008) 42 Cal.4th 974, contracts with unlicensed talent agents are VOIDABLE at the talent’s election. I hereby VOID the Agreement effective immediately. Consequences: • I am entitled to REFUND of ALL commissions paid to you under the void Agreement • I am not obligated to pay any future commissions • I may terminate relationship immediately without notice or penalty COMMISSION REFUND DEMAND: Commissions paid to you 2022-2024: • 2022: $45,000 • 2023: $67,000 • 2024: $52,000 TOTAL: $164,000 I demand refund of $164,000 within 30 days. ANTICIPATED DEFENSES (All Fail): 1. “I only provided management services”: Your own emails show you solicited brands, pitched me for deals, and negotiated terms – textbook procurement activity requiring license. 2. “Procurement was incidental to management”: Majority of your activities involved deal procurement, not career strategy or business management. Even if some management services provided, procurement was primary function. 3. “You ratified the agreement by accepting benefits”: Ratification does not cure Talent Agencies Act violation. Unlicensed procurement remains voidable regardless of how long I paid commissions. SETTLEMENT ALTERNATIVE: If you dispute the refund amount or wish to negotiate resolution, contact me within 14 days. Otherwise, I will pursue the full $164,000 through: • Complaint to California Labor Commissioner • Civil lawsuit for: – Declaratory judgment voiding Agreement – Refund of all commissions paid – Injunctive relief prohibiting future unlicensed activity – Attorney’s fees and costs EFFECTIVE DATE: This notice constitutes immediate termination of our relationship. Cease all activities on my behalf. Do not contact brands, negotiate deals, or represent yourself as my manager/agent. Remove my name and image from your website and marketing materials. I will handle all brand relationships directly going forward. Sincerely, [Talent Signature] [Talent Name] Enclosures: • Emails evidencing your procurement activities • California Labor Commissioner license search results (showing no license) • Commission payment records (bank statements)

California Talent Agencies Act

Overview – CA Labor Code §§ 1700 et seq.

⚖️ Purpose: The Talent Agencies Act (TAA) protects artists from exploitation by regulating individuals who procure employment. Only licensed talent agents may procure employment for artists in California. Unlicensed procurement = contract voidable + refund of all commissions.

Key Definitions

“Talent Agency” (§ 1700.4):

“A person or corporation who engages in the occupation of procuring, offering, promising, or attempting to procure employment or engagements for an artist.”

“Artists” (§ 1700.4):

Actors, actresses, dancers, musicians, comedians, singers, stunt persons, “and other artists and persons rendering professional services in motion picture, theatrical, radio, television, and other entertainment enterprises.”

Influencers = “Artists”?

Yes, likely: Influencers/content creators who render professional services in entertainment/media likely qualify as “artists” under TAA
No case law yet: TAA was enacted before influencer economy; no published California cases directly addressing influencers
Risk analysis: If influencer is creating video/photo content for brands (entertainment services), probably covered. If influencer is just endorsing products (not creating content), less clear.
Practical effect: Managers of influencers should assume TAA applies and stay in management lane (don’t procure without license)

What Requires a License

Activity	Requires License?
Soliciting brands to hire talent	YES
Submitting talent for specific campaigns	YES
Negotiating employment terms with brand who hasn’t already engaged talent	YES
Pitching talent to brands using media kit	YES
Introducing talent to industry contacts (without more)	Unclear – depends on context
Negotiating deal AFTER brand directly contacts talent	Likely NO (if manager’s role is post-procurement)
Career advice, branding, strategy	NO
Managing business affairs, finances, publicity	NO
Referring talent to licensed talent agency	NO

Penalties for Unlicensed Activity

Contract voidability (Marathon Entertainment v. Blasi):

Talent’s option: Talent may void contract and refuse to pay commissions (past or future)
Refund of commissions: Talent may recover ALL commissions paid under void contract
No severability: Entire contract void, not just procurement-related provisions (though courts have discretion to balance equities)
Ratification irrelevant: Talent accepting benefits for years doesn’t cure TAA violation (though may affect equitable relief)

Criminal penalties (§ 1700.5):

Misdemeanor for engaging in talent agency business without license
Rarely prosecuted, but available

Labor Commissioner jurisdiction (§ 1700.44):

Talent may file complaint with Labor Commissioner seeking contract voidance and commission refund
Administrative hearing before Labor Commissioner; appealable to Superior Court
Alternative to filing lawsuit in court

Defenses & Exceptions

Incidental procurement exception:

Rule: If manager’s primary function is legitimate management and procurement is incidental/occasional, TAA may not apply (Park v. Deftones, Yoo v. Robi)
Factors: Percentage of manager’s time on procurement vs. other services; whether procurement was central to relationship; industry custom
Limit: Narrow exception; courts scrutinize closely; manager bears burden of proof

Equitable defenses:

Unclean hands: Talent actively participated in unlicensed relationship, sought and encouraged procurement, benefited substantially – may be estopped from voiding
Waiver/estoppel: Talent accepted benefits of contract for years without objection – may bar voidance
Partial voidance: Court may void only procurement-related commissions, not entire contract (if can be severed)

Seven-year rule (§ 1700.44):

Contracts may not exceed 7 years
If relationship continued beyond 7 years, may implicate TAA’s contract term limits

Obtaining a Talent Agency License

Requirements (CA Labor Code §§ 1700.5, 1700.6):

Application to California Labor Commissioner
Background check (fingerprinting)
Surety bond ($50,000)
Fee ($610 filing fee + $370 annual renewal)
Designated physical office in California
Compliance with all TAA regulations (fee schedules, contract forms, recordkeeping)

Contract requirements for licensed agents (§ 1700.40):

Must be in writing
Must be on Labor Commissioner-approved form
Commission capped at 10% for most services
Maximum 7-year term
Copy filed with Labor Commissioner within 10 days

Strategic Considerations

For talent considering TAA claim:

Nuclear option: TAA voidance gets you out of bad contract and recovers all commissions, but destroys relationship and may face equitable defenses. Use when: (1) Manager clearly engaged in procurement, (2) Relationship already broken, (3) Significant commissions at stake, (4) You have clean hands (didn’t encourage unlicensed activity).

For managers operating in California:

Risk mitigation: (1) Partner with licensed talent agency for procurement, (2) Limit your role to post-procurement negotiation and management services, (3) Document that brand contacted talent first (not you), (4) Include strong severability clause in contract, (5) Consider getting talent agency license if procurement is significant part of business.

Attorney Services – Talent Representation Disputes

Manager Not Paying? Taking Too Much Commission?

I represent talent and managers in commission disputes. For talent: recover overpayments, void contracts under Talent Agencies Act, stop improper commissions. For managers/agents: pursue unpaid commissions, defend against TAA claims, enforce contract rights.

Services for Talent

Audit manager/agent commissions for overpayments and scope violations
Demand refund of improperly taken commissions
Void contracts under California Talent Agencies Act (unlicensed procurement)
Negotiate contract terminations and sunset clause disputes
Pursue breach of contract claims against managers/agents
Review management/agency contracts before signing
Negotiate favorable commission rates and scope limitations

Services for Managers/Agents

Pursue unpaid commissions from talent
Defend against Talent Agencies Act voidance claims
Draft management/agency agreements compliant with state law
Enforce sunset clause commission rights post-termination
Obtain payment liens on talent’s future earnings (where permitted)
Advise on TAA compliance and procurement vs. management boundaries
Defend breach of contract/fiduciary duty claims

Representative Matters

Talent: Voided management contract under TAA; recovered $180k in commissions paid over 3 years
Talent: Negotiated refund of $65k in commissions taken on self-procured deals outside contract scope
Manager: Recovered $95k unpaid commissions from talent who terminated contract but stopped paying on ongoing deals
Manager: Defended TAA claim; showed procurement was incidental; settled for 30% refund vs. 100% exposure
Agent: Enforced sunset clause obtaining commission on post-termination renewals of agent-negotiated deals

Why Representation Dispute Experience Matters

Industry Knowledge: Influencer/creator representation disputes require understanding both entertainment law (TAA, agency regulations) and influencer industry norms (standard commission rates, deal types, procurement practices). I advise clients on both legal rights and industry-standard practices.

Fee Structures

Demand letter (talent seeking refund): Flat fee ($1,500-$2,500) or contingency (33% of recovery)
TAA voidance case (talent): Contingency (33-40% of commissions recovered)
Unpaid commission claim (manager): Contingency (33-40%) or hourly ($300-$500/hr)
Contract defense (manager): Hourly ($300-$500/hr) or flat fee for settlement negotiations
Contract review/drafting: Flat fee ($750-$2,000)
Commission audit (talent): Flat fee ($1,000-$2,500) for detailed analysis of past payments

Schedule a Call

Book a call to discuss your commission dispute. Whether you’re talent disputing overcharges or manager pursuing unpaid commissions, I’ll assess your case and recommend strategy.

Contact Information

Email: owner@terms.law

Frequently Asked Questions

No, not automatically. Your contract likely has a “sunset clause” requiring you to continue paying commissions on deals your manager negotiated, even after termination. Standard sunset provisions require commission on: (1) All deals executed during the management term (for full duration of those deals), (2) Deals substantially negotiated by manager before termination (even if they close after), (3) Sometimes renewals/extensions of manager-negotiated deals. You CAN stop paying commissions on: (1) New deals you find yourself after termination (that manager didn’t negotiate), (2) Deals manager had no involvement in before termination. Read your sunset clause carefully. If no sunset clause in contract, you likely still owe commissions on deals manager procured/negotiated (courts will imply this term). Strategy: Negotiate sunset limits before signing; or during termination, offer lump sum buyout of sunset rights to get clean break.

Legal, but negotiable and often excessive. Industry norm is to CAP total representation costs at 20-25%. Options: (1) Negotiate with manager to reduce rate from 20% to 10-15% since you also have agent, (2) Negotiate with agent to reduce rate or waive commission on deals manager brings, (3) Specify in contracts that manager takes commission only on deals they procure, agent only on deals they procure (no double commission on same deal), (4) Fire one of them (do you need both?). Red flag: If manager takes 20% on deal that AGENT procured (or vice versa), that representative didn’t earn their commission. Commission should reflect actual services rendered. In California, licensed agents capped at 10% by law (Labor Code § 1700.40); managers not capped but 20% is high end. Negotiate based on actual value provided.

Maybe – depends on whether manager engaged in unlicensed procurement. California Talent Agencies Act requires license to “procure” employment. If manager: (1) Solicited brands to hire you, (2) Pitched you to brands for campaigns, (3) Negotiated deals with brands who hadn’t already engaged you, (4) Submitted you for opportunities – that’s procurement requiring license. If unlicensed, you can void contract and recover ALL commissions paid. HOWEVER, courts may deny relief if: (1) Procurement was incidental to legitimate management services (manager spent most time on branding/strategy, not deal-hunting), (2) You have unclean hands (you encouraged manager to procure, benefited for years, now claiming violation to avoid paying), (3) Manager can show equitable estoppel (you ratified arrangement). Evidence needed: Manager’s emails soliciting brands, pitching your services, negotiating deals. If manager only negotiated AFTER brands contacted you directly, weaker TAA claim. TAA is nuclear option – use when relationship already broken and significant commissions at stake. Consult attorney to assess viability before threatening TAA voidance.

Depends on contract language. Two common contract structures: (1) “Commission on all influencer-related income” = YES, you owe commission even on self-found deals (broad scope), (2) “Commission on deals Manager procures or negotiates” = NO commission if you found it yourself AND manager didn’t materially negotiate (narrow scope). If manager had NO involvement (you found brand, you negotiated terms, you signed – manager just reviewed final contract), strong argument for no commission under narrow-scope contract. If manager DID negotiate even though you found the brand, probably owe commission. Manager may argue: “I provided value by building your brand/following that made you attractive to brands, so I earned commission even on deals you find.” Counter: “You’re paid for the deals you actively work on, not passive benefit from general career advice.” Dispute often turns on contract interpretation. Best practice: Amend contract to clearly specify: “Commission applies to deals Manager procures, introduces, or materially negotiates. No commission on opportunities Artist finds independently where Manager provides only contract review.” Prevents future disputes.

Step 1: Document the claim (contract, invoices, proof of your role in negotiating deals, communications). Step 2: Send demand letter (itemize unpaid commissions, cite contract provisions, deadline 10-14 days, threaten litigation). Step 3: If ignored, file lawsuit for breach of contract seeking: unpaid commissions + interest + attorney fees (if contract provides) + injunction. Leverage: (1) Attorney fees provision in contract (if you win, talent pays your legal costs – makes litigation threat credible), (2) Injunction preventing talent from engaging new manager until they pay you, (3) Potential lien on talent’s earnings from deals you negotiated (state-dependent). Challenges: (1) If you’re unlicensed manager in CA and engaged in procurement, talent may assert Talent Agencies Act defense (contract void, no commissions owed), (2) If contract language ambiguous about scope, may not win, (3) If commission amount small ($5k-$10k), litigation costs may exceed recovery. Settlement strategy: Offer discount for lump sum immediate payment; accept payment plan if talent cash-poor; if TAA risk, settle for percentage (avoid courtroom where contract could be fully voided). Best practice going forward: Require talent to pay commission within X days of receiving brand payment; include right to audit talent’s books; escrow arrangement where brand pays you directly.

Talent Representation Commission Dispute Demand Letters

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