October 13, 2017

"TMZ is privy to Weinstein's 2015 employment contract, which says if he gets sued for sexual harassment or any other 'misconduct' that results in a settlement or judgment against TWC..."

"... all Weinstein has to do is pay what the company's out, along with a fine, and he's in the clear," says TMZ without providing the entire text of the contract.

Notice the focus there is on the use of corporate funds:
According to the contract, if Weinstein "treated someone improperly in violation of the company's Code of Conduct," he must reimburse TWC for settlements or judgments. Additionally, "You [Weinstein] will pay the company liquidated damages of $250,000 for the first such instance, $500,000 for the second such instance, $750,000 for the third such instance, and $1,000,000 for each additional instance."
But we're also told — without enough text from the contract:
The contract says as long as Weinstein pays, it constitutes a "cure" for the misconduct and no further action can be taken. Translation -- Weinstein could be sued over and over and as long as he wrote a check, he keeps his job.
I'd like to see the text there. I can't believe the corporation would put its knowledge and facilitation of an illegal scheme into the text.

We're also told that the text provides that "a material fraud against the company" is a firing offense, so it seems that Weinstein — as he (and his lawyers) pressured the company not to fire him — must have said that the scheme was well known, so there was no fraud. It's easier to imagine behind-the-scenes negotiations in these terms than actually going to court with such arguments, but just as Weinstein settled with his accusers, he was a deal-maker, not a litigator. As for the board, they have to worry that they have spiraling liabilities now. What they owe or don't owe Weinstein seems to be the least of it. We saw board members suddenly resigning last week, which might just have been to make it look as though they were shocked, shocked to learn what Weinstein was up to. But if the contract is what TMZ makes it sound like, then didn't they know all along?

Again, I'm not seeing the whole text of the contract, and I'd like to know a lot more about how the different terms fit together, but it's really hard to understand why this thing was written like that. I suppose it could be argued that Weinstein needed protection from false accusations (and perhaps there was a background understanding that there would inevitably be many disappointed supplicants for his favor and it's predictable that some would take revenge with accusations about sexual things that happen when they were alone with him).

71 comments:

Bay Area Guy said...

There's needs to be a special proviso, perhaps a $50 fine, that can constitute a "cure" for any sexual malfeasance Mr. Weinstein conducts with a potted plant.

- H. Rodgin Cohen Esquire

Bob Boyd said...

I'm waiting for a voice actress to come forward claiming Weinstein offered her a part in an animated movie, then verbally assaulted her.

glenn said...

But, But, I was told women never lie about sexual assaults.

Owen said...

Prof A: You are having way too much fun here.

I promise: I promise: I will review the wording you (and others) provide, about Harvey's deal with the Company. But I have been around one or two such agreements, and I have the vaguest whiff of a clue of a hint about this kind of game. I really think this stinks. Bigly.

Seriously, Prof. A. Parties to a contract focus their economic (and thus their verbal) energies on what is important/painful. And here? Repeatedly? They look at a fucking TARIFF of what his depredations would cost?

Are. You. Serious?

Whether as a legal matter (huh) or as a PR matter (HELL yes) I have to wonder.

Ignorance is Bliss said...

The contract as described covers cases where the company is sued. What about cases where he paid people off to avoid lawsuits and keep them quite? Was he doing that with company funds?

sparrow said...

Looks like evidence of premeditation

rhhardin said...

As you can see from the heavy fines, we're very serious about sexual misconduct.

A cynic would say that the fines are half paid by the government since they reduce his income. On the other hand they wind up a lower corporate business expense too, so it may be a government wash.

The women all come out ahead, absent an actual crime (kidnapping, rape, assault).

Nonapod said...

the Board knew Weinstein had settled prior lawsuits brought by various women, but they "assumed" it was to cover up consensual affairs.

"Assumed" as in the "Let's make pretend we're babes in the woods." sense.

rhhardin said...

Remember not to focus on his weird sexual tastes. Assume he's a nice guy and the ladies like to be seen on his arm for a week and treated to dinner.

It's a legal question, not a disgust question.

tcrosse said...

I'm waiting for a voice actress to come forward claiming Weinstein offered her a part in an animated movie, then verbally assaulted her.

Or a mime, who can no longer Remain Silent.

Roughcoat said...

Keep 'em coming, I'm enjoying this. The Schadenfreude is exquisite.

And Trump begins the dismantling of ObamaCare.

Reminds me of that pivotal passage in "The Return of the King" (book, not the movie) when Gandalf, standing on the battlement of Minas Tirith, observes a change in wind direction -- the wind shifts 180 degrees and blows of the west, clearing the sky of the dark clouds out of Mordor.

Stand fast, ye men of the West!

Drago said...

Owen: "Seriously, Prof. A. Parties to a contract focus their economic (and thus their verbal) energies on what is important/painful. And here? Repeatedly? They look at a fucking TARIFF of what his depredations would cost?"

They were indeed looking at precisely that.

And everyone on the left knew it. All along. All the way down the line.

And they accepted it, defended it and enabled it.

Every one of them.

And then they stand on stages in front of world audiences to denigrate and us and lecture us on morality. It's like Castro or Che or islamic-supremacists (all lefty-approved) lecturing us on how to treat homosexuals.

That's what makes this such an astonishing "break out" story. The galaxy-sized hypocrisy and lies of the left are coming home....to roost.

Sebastian said...

"didn't they know all along?" Umm, yeah, everyone knew. Though the contract is pretty amazing, if the description is true, leaving business aside, the only question in prog politics is when and how to deploy that awareness. Principles are for suckers, proclaimed standards are strictly tools.

rhhardin said...

Contracts aim at mutual advantage, like affairs.

Bay Area Guy said...

It's one thing to grab a girl's boob at a party. That's totally unacceptable, and normal sane adults don't do this. Smack him and/or sue the dude.

It's a totally different thing to sexual harass/assault/rape employees or job interviewees.

That makes it a COMPANY PROBLEM. That's, in essence, on the clock, harassment. That puts management on the hook, depending on whether they authorized, ratified or looked the other way.

Now, Bob Weinstein (Harvey's brother) has a major problem, too.

Let a thousand Subpoenas blossom!

rhhardin said...

The old Harvey Weinstein jokes are great, since they mock the women too.

“Look, I get it. I know how former lovers can have a hold over you long after they’re gone. In some ways, I’m still pinned under a passed-out Harvey Weinstein, and it’s Thanksgiving.

She's mocking "feeling uncomfortable" too, a very balanced truth.

David said...

The company must have the crappiest and most easily intimidated lawyers in California. This agreement shows conclusively that they knew of Weinstein's conduct, makes them complicity in its continuation and opens up whole new areas (and amounts) of liability for the company and its directors.

Presumably their accountants knew of the agreement. Maybe they did not disclose it because of lack of materiality? That proved to be wrong. Lawyer up now, accountants. (Board members too.)

A diligent lender would have known of this agreement.

But the recipients of his political largesse had no clue, right? They are "shocked" by "revelations."

This would make a great news story at the corporate and political level, but the media reside in the same stinking chicken coop.

rhhardin said...

They're not employees, they're contractors.

Ann Althouse said...

"Are. You. Serious?"

I start with reality.

1. I don't know that the contract exists in the form TMZ says and I'm skeptical, but assuming it does...

2. I try to understand what these people were thinking that they put the arrangement in this form. There were lawyers on all sides, these were experienced, intelligent people, they'd been working with each other for a long time. What was going on? I'm not going to say: This is crazy. These were real people, and they did what they did. I search for why this made sense to them.

3. Of course, it's awful, but I'm trying to understand why they did what they did. I could have larded this post with more words about how awful this is. I think that's well understood and not in need of endless perseveration by me.

Darrell said...

Assume he's a nice guy

What kind of fucking weirdo are you? I hope you get a barbed cock up your ass.

Bob Boyd said...

"Or a mime, who can no longer Remain Silent."

When you're a mime, no one can hear you scream.

Drago said...

Bay Area Guy: "Let a thousand Subpoenas blossom!"

The question going forward is whether or not the democrat/lefty DA's will actually investigate. I'm betting "no".

Oh sure, they'll do some superficial gumshoe-ing for appearances sake, but the left and their lifelong republican allies are not about to let that cash cow go away.

No, I fully expect a Comey-Hillary/IRS/Obama-intel agencies spying on political opponents non-investigation investigation with a few folks thrown to the wolves and thats about it.

David said...

"the Board knew Weinstein had settled prior lawsuits brought by various women, but they "assumed" it was to cover up consensual affairs."

Did the company's lawyers vet this statement (or leak.)? Another stupid mistake. Board members have a duty of due diligence. They are not supposed to assume in matters of importance.

rhhardin said...

Check out The Proposal (2009), a favorite of mine for its good moments.

The lady boss is an abusive asshole and wants marriage from her secretary guy who doesn't want it.

He negotiates conditions for himself, she agrees.

It's all interesting and comedy, not disgust. That's the point.

It's helped by the two being witticism equals, but that may be true for Harvey too, since he seems to be an idiot on that score.

Roughcoat said...

Everyone knew. EVERYONE KNEW. When I worked in Hollywood I found that even the lowly peons -- e.g., PAs, gophers, parking lot attendants, janitors at the recording studios and sound stages, secretaries, etc. etc. -- told jokes about the casting couches and who was using them. They knew all the dirt. They knew about the kinky sex parties (location and who was attending), they knew who was using coke and heroin (because sometimes the peons were dealing drugs to the stars), they knew who was abusing their spouses and who they were fucking. They also knew who was gay and hiding their gayness behind an opposite sex beard; and they were usually (as in, always) right. George Clooney and Leonardo Di Caprio, I'm looking at you.

Darrell said...

He tried to attack Kate Beckinsale when she was a mid-teen. Watch her in Anna Lee and see how young and frail she was. Defending this prick is a bad move.

rcocean said...

"Presumably their accountants knew of the agreement. Maybe they did not disclose it because of lack of materiality?"

Why would there outside auditors know about it? Assuming they actually have audited financial statements. Auditors wouldn't look at Weinstein's employment contract unless there were significant payments affecting the bottom line.

Bob Boyd said...

If I'm not mistaken, sexually assaulting a mime was against the Code of the West.

rhhardin said...

Assume he's a nice guy

What kind of fucking weirdo are you? I hope you get a barbed cock up your ass.


If you can't do thought experiments, you'll always be in the mob.

Lots of things are going on, and the control trick is take one and say it's the right handle to take hold of the bunch.

That's what they want you to do and join the mob.

The right handle in this case being Harvey's generally repulsive skill as a seducer. Assume instead that he's good at it and see what changes.

Owen said...

Drago: thank you, it's nice to get some validation.

Ambrose said...

Without seeing the contract, I suspect the description is wrong. Employment agreements like this do not provide that someone cannot be fired - it is only a question of whether the termination is for cause (due to misconduct) or without cause (because the misconduct had been cured). If the termination is without cause, the company may owe him severance - but to say he has a legal right to keep his job is wrong. Now maybe tenured professors, government employees or union members have a different deal - but Harvey was not one of them.

tcrosse said...

"Presumably their accountants knew of the agreement. Maybe they did not disclose it because of lack of materiality?"

Hollywood Accounting is notorious.

Bay Area Guy said...

Drago,

Not the DA -- the assaulted women should file civil lawsuits against the company; sexual assault, employment discrimination, hostile environment, all that jazz. Surely, Harvey has groped a few in the past 2 years (to fall within the statue of limitations).

rcocean said...

"I can't believe the corporation would put its knowledge and facilitation of an illegal scheme into the text."

Why is it an illegal scheme? From what I can see, the whole thing is just about what punishments will be meted out if Weinstein is found guilty of "Misconduct". No firing - just payment of fines.

rhhardin said...

The proper code of the cad is how to seduce without being seduced. Harvey has a unique take on it.

David said...

"This is crazy. These were real people, and they did what they did. I search for why this made sense to them."

My search starts with weak, timorous and incompetent. Greed. Intimidation. Living in a bubble might be part of it.

A first rate ethical lawyer (and there are many of them, despite seeming evidence to the contrary) would resign rather than bless an arrangement like this.

Of course there is also blackmail. Who else was involved in what else?

rcocean said...

"I suspect the description is wrong."

The contract simply states Weinstein can't be fired for "misconduct" - he can only be fined.

Wa St Blogger said...

I suppose it could be argued that Weinstein needed protection from false accusations

I don't see how this could be seen as protection from false allegations. If HW is being fined, than it seems to me that the board would see him as culpable. If the accusation is false why fine the "victim"?

Darrell said...

rhesus hardin is an asshole. If only he had friends to tell him.

rhhardin said...

A first rate ethical lawyer (and there are many of them, despite seeming evidence to the contrary) would resign rather than bless an arrangement like this.

He's there for a legal opinion, not an ethical judgment. The parties want things to work the way that both sides think benefits both sides, is all.

Darrell said...

It sounds like the board knew he was a clear and present danger. Sue their asses into the ground.

rhhardin said...

It sounds like the board knew he was a clear and present danger. Sue their asses into the ground.

I'd go the attractive nuisance route.

David said...

"Why is it an illegal scheme?"

I don't know much about discrimination laws, but conspiracies to violate the law or allow others to violate(say, harassment) are generally crimes, as are conspiracies to hide material facts about corporate operations. Weinstein is a private company, so a lot of SEC type rules might not apply, but even a private company has duties of disclosure and fair dealing to a variety of others. Harvey Weinstein was THE key employee of the company. His misconduct has balance sheet and income statement implications.

David said...

"[The lawyer is} there for a legal opinion, not an ethical judgment. The parties want things to work the way that both sides think benefits both sides, is all."

If you think nothing illegal is involved, perhaps. But a lawyer may not ethically be involved in the commission of a crime, or it's suppression or cover up. Then there is the tremendous risk this arrangement presents for the company. I believe a lawyer has a duty not to be accessory to creating that risk. People like minority shareholders would likely agree with that.

Drago said...

Bay Area Guy: "Drago, Not the DA"

Thanks for the clarification, but I do believe we will see the far left and their "lifelong repubiican" establishment allies teaming up to create a media firewall for these massive funders of the left.

There is simply too much money and power at stake for the establishment types to take a walk. They will have to start leaking every lurid story about every accuser in order to taint the jury pools.

rhhardin said...

There's no law about sex with non-employees. The ladies were prospective contractors, not employees. They're just ladies. So I think he doesn't fall afoul of sexual harassment law.

Rape, kidnapping and assault are another question but not an interesting one. The interesting one is what about normal relations between men and women where each is free to get the deal they want.

rhhardin said...

I think sexual harassment law is ill advised but that's not necessary to the Weinstein case.

How can you be an honorable guy or gal if fear of the law forces it on you.

D.D. Driver said...

Why isn't the Wisconsin media more interested in what Marc Lasry (i.e., the billionaire owner of the Bucks, who resigned from the Weinstein board last week) knew? We are giving this guy hundreds of millions of tax money to build the new arena. How is it even possible that no one at the Journal Sentinel is asking any questions?

William said...

I just don't see any executive at Enron or Lehman Bros negotiating such a clause in their contract, I can't imagine Bernie Madoff doing something that unethical. It is worth noting, however, that Harvey generally produced a better return on investment than the good people at Enron and Lehman Bros. There's a moral here somewhere.

Birkel said...

rhhardin provides a voice that isn't often heard. It's interesting if annoying.

The people who won't stop to consider his point, before rejecting it if you like, should think again.

Set the sperginess aside.

William said...

Forget Handmaid's Tale. Hollywood was a true sexual dystopia. They really succeeded in inflicting such huge amounts of misery and humiliation on each other. I thought money and good looks insulated you from such pain. In Hollywood they were aggravating factors.

Fritz said...

NYPD is sending SVU after Harvey. Talk about made for TV.

William said...

I think rhhardin is an independent thinker. His views on Weinstein, however, are more perverse than independent. There's quite a huge difference between Demore and Weinstein.

Darrell said...

If Weinstein asked every woman he met, that would be completely different. There is no point imagining that he doesn't look like Jabba the Hutt. Because he does.

rcocean said...

"There is no point imagining that he doesn't look like Jabba the Hutt. Because he does."

Yet many women found him strangely attractive. Its like he had something they wanted.

Left Bank of the Charles said...

It's a fair assumption that David Boies negotiated these contract terms for Harvey Weinstein and is now sharing them with TMZ in his ongoing representation of his client. The question is whether Rodgin Cohen and Sullivan & Cromwell were on the other side of the negotiation or just provided a third party opinion. Either way Rodgin has to at least quietly retire from his law firm chairmanship, right?

If you are looking for people who willingly agreed to have sex with Harvey to advance their careers, you have to include these lawyers, all the members of the company board of directors, and Harvey's own brother Bob. Maybe they thought they were only giving massages, but they are certainly fucked.

The lawyers can claim professional courtesy.

Scott McGlasson said...

Gee...do you think Donna "The Weinstein Company has taken the lead against sexual harassment and assault" Brazile wishes her tweets could be wished away?

chuck said...

Lots of agents 008 - licensed to molest. Unless they are good looking, in which case it is probably just a case of taking advantage of God's gift. I expect there have been plenty of actors/rock stars/athletes who couldn't be bothered to be avoid temptation.

'TreHammer said...

...jeez, louise...I can't make the popcorn fast enough...

Owen said...



YoungHegelian said...

@Tcrosse:

The problem I have with the Spiked article is that it ignores HW (at least) very public acts of violence.

Drago said...

Scott McGlasson: "Gee...do you think Donna "The Weinstein Company has taken the lead against sexual harassment and assault" Brazile wishes her tweets could be wished away?


Yes, and rumor has it that Donna "leaked" her tweet to Hillary before tweeting it publicly.

tcrosse said...

The problem I have with the Spiked article is that it ignores HW (at least) very public acts of violence.

Quite right. You must not the only one who has a problem with it, because it seems to have been deleted.

Ray said...

The company was not public, so the responsibilities of auditors can be less. Especially if they add a statement saying to the best of our knowledge.

If public, they would have seen the contract since so much of the company value was Harvey.

Leonard Pailet said...

Complex issue, some real problems involved that get lost in the brouhaha.
1) The show business business is notorious, and always has been, for its shall-we-say-euphemistically "apprentice" system. Same is true, by the way, of the academic world. I say what I say from personal experience. If you don't see the "givens" of the culture, you are a true innocent. If you agree to play along, you usually practice on others what was done to you. I left both worlds because I wouldn't play.
2) Consent as a viable term has not been defined yet. Until it is, discussion is pointless.
3) Considering the free-for-all no-sexual-inhibitions pushed by academics, "artists" etc., they really do not have any skin in the "blame" game. If you encourage pre-pubescent kids to learn about anal sex, sorry -- you are a hypocrite, encouraging pedophilia or worse.
4. Accusations that carry the taint of not being completely credible destroy the ability of those truly preyed upon the hearing they should get.
5. As is the case with most "bombshells", this is probably being promoted as a distraction from issues that the media et al. do not wish to be addressed.

Ron Winkleheimer said...

From what I'm reading this afternoon, the contract is pretty much irrelevant now, because the company simply will not exist much longer. Nobody is willing to do business with it. Writers are trying to get back their scripts. Agents won't let their clients work with the company. People are afraid of blow back for being associated with the company.

Mark said...

the contract is pretty much irrelevant now, because the company simply will not exist much longer

That would make the contract all the more relevant since HW is obligated to indemnify the company for its losses.

gbarto said...

The right handle in this case being Harvey's generally repulsive skill as a seducer. Assume instead that he's good at it and see what changes.

I think rhhardin has been way over the top in some of his comments. But he's still pointing to a pretty good question: How much of this is overlooked or winked at when the players are more attractive? And so, to what degree is Weinstein the norm? If a lady sleeps with a handsome actor and gets a good part in his next movie, where do we stand with that?

This is hyper important because in the Clinton saga so many people wanted to wink because Bill was a rakish fella and some found an attraction in that.

David said...

David Boise? Sullivan & Cromwell? Jeez.

walter said...

These folk need to institute/trade "creep credits".

tim in vermont said...

"This is hyper important because in the Clinton saga so many people wanted to wink because Bill was a rakish fella and some found an attraction in that."

Makes you wonder why he liked to indulge in forcible rape.