Verbal Side Letters Never Executed - Traps & Scams Every Musician Must Avoid

One minute they promise you a placement, the next minute they remember you as another person they once knew. You get a glossy text that reads like a contract but then there is no signature, no executed side letter, and no payout. Welcome to the world of verbal side letters never executed. This guide tells you how to spot the scams, how to stop them, and how to turn a promise into paperwork that actually pays.

This article was written for musicians who are tired of being ghosted by promises. You will get real life scenarios, annoying but effective checklists, templates you can copy and paste, and clear explanations of legal phrases such as statute of frauds, parol evidence rule, work for hire, recoupment and assignment. If you do not like legalese, good. We will explain every acronym and term in plain language and give examples you can actually use when someone tries to play you.

What Is a Verbal Side Letter and Why It Is Dangerous

A verbal side letter is a spoken promise that supplements or alters a written deal but never gets formally put into a signed document. In the music business this looks like a manager promising 15 percent of royalties for a year, a label rep saying they will release your single on a specific date, or a producer telling you they will register your split as 50 50. The trap comes when the promise matters and there is no evidence that it was agreed in writing.

Why this is a problem

• Words fly faster than contracts. People say what you want to hear to close a moment but courts prefer signatures and paper.
• Under the statute of frauds many music deals that cannot be performed in under a year must be in writing to be enforceable. The statute of frauds is a legal rule that requires certain contracts to be written and signed. If a deal falls under that rule, a verbal promise is weak sauce.
• The parol evidence rule means if the final written contract is clear and integrated, verbal promises that contradict it can be excluded. That protects the other side if they wrote a contract that omits your verbal promise.

Real Life Scenario: The Classic Ghost Promise

Picture this. You meet a sync agent at a bar. They are charming, own a killer blazer and say they will pitch your song to a Netflix music supervisor. They swear you will get credit and a split and that the agent will be paid only if the sync happens. You leave energized and send a follow up text. The text reads like a love letter to your future. Two weeks pass. No pitch. No placement. When you ask, they say the supervisor loved the track but nothing materialized and besides they only ever discussed terms verbally. They do not have to do anything unless you sign a side letter. You did not get a side letter. You got a cocktail and a spoken promise.

Common Types of Verbal Side Letter Scams

Scammers love gray areas. Here are the routine schemes you will run into and the exact harm they cause.

Promise Now Payback Never

Someone promises promotion, playlist placement, or radio adds in exchange for a cut of revenue or a payment now. They take your money or your exclusive and then disappear. They may say the campaign will be live as part of a partnership but nothing is documented with dates, deliverables, or metrics.

Oral Credit Changes

A producer or co writer promises to list you as a co writer verbally. Later they register the split with performing rights organizations as their share only or give you a trivial percentage. Without a written split agreement it is hard to prove what you were promised.

Work For Hire Claims

Someone says verbally that the session is unpaid but that you will get credits and future royalties. Later they or their label claim the song is work for hire meaning the creator has no ownership. In many countries a signed work for hire agreement is persuasive evidence. Verbal promises do not outweigh a signed form.

Manager Promise Traps

A manager promises guidance, introductions and a record deal in exchange for commission. They say the commission applies to your entire career. If you do not have a signed management agreement with clear scope and term, you might be stuck paying them commissions for deals you signed years after the relationship dissolved.

Sync and Licensing Oral Deals

An executive says they will license your song but the license never gets written. Without a signed license you cannot prove terms like territory length fee and exclusivity. The other side can claim nothing was ever finalized and keep your song safe in their email drafts.

Red Flags That Mean Run Away

If any of these show up you are in trouble. Treat them as warning lights not options.

• Fast trust. Someone wants your exclusive rights or your money now and says paperwork is boring and unnecessary.
• Vague timelines. No dates, just phrases like soon or next month.
• Conditional promises that depend on future performance by the promiser without measurable deliverables.
• No written confirmation after meetings or phone calls. If they do send an email it contains only friendly language without firm terms.
• Requests to transfer copyright ownership without a formal assignment document.
• Insistence on oral deals because signatures are a hassle or because the other party is "too busy".

Legal Concepts You Must Understand

Knowing the words in this industry helps you speak like you know what you are doing even when someone tries to gaslight you. We keep it simple and practical.

Statute of Frauds

This rule says certain contracts must be in writing. Common examples in music include agreements that cannot be performed within one year and transfers of rights in real estate like exclusive licenses in some jurisdictions. If a contract falls under this rule and is only verbal, it might not be enforceable.

Parol Evidence Rule

If a final written agreement is intended to be the complete and final statement of the parties terms then earlier verbal statements that contradict the writing may not be allowed in court. In short, once there is a signed integrated agreement your chances of enforcing earlier oral promises drop.

Work for Hire

This is a legal concept where the person who pays for the work is considered the author for copyright purposes. In music this is complicated and varies by country. If your session is work for hire you may not own the song and that is why signed paperwork matters.

Assignment and License

Assignment is the transfer of ownership rights. A license grants permission to use the work under conditions but does not transfer ownership. Verbal talk about assignment or license is worthless unless a signed document sets out the exact rights being transferred or granted and the compensation.

Performing Rights Organizations

PROs are organizations that collect royalties for songwriters and publishers when music is performed in public. In the US common PROs are ASCAP, BMI and SESAC. Registering your splits with these organizations helps lock in who gets paid for public performances. Without proper registration a verbal promise about splits has no payment trail.

What To Do Immediately After a Verbal Promise

People say things when they are excited. Your job is to convert the excitement into a paper trail. Here is an immediate checklist you can use after any meaningful conversation.

1. Send a follow up email within 24 hours. Summarize the main points and the next steps in a way that asks for confirmation. Example subject line. Quick recap of our sync chat.
2. Ask for deliverables and deadlines. Make them specific. A vague promise of placement becomes actionable when you ask for the name of the playlist and the proposed date.
3. Ask who will sign. If they are not authorized to sign on behalf of a label or publisher they cannot make binding promises alone.
4. Save all messages. Text messages, DMs and voicemails can support your claim later. Do not rely on recollection alone.
5. Use simple written confirmations that are binding enough to protect you until a formal contract is signed. We provide templates below.

Templates You Can Copy and Paste

Use these exactly. They are short, firm and written so a normal person can understand them.

Email Template to Convert a Verbal Promise Into Writing

Subject: Quick recap of our call about [project title]

Hi [Name],

Thanks again for the call today. I want to confirm what we discussed so we have the same expectations.

You agreed to pitch my song [song title] for placement with [company or supervisor name]. You expect to submit it by [date]. If the placement happens we agreed you will receive [percentage or flat fee] of the sync fee and I will receive [percentage or flat fee]. Nothing is final until a written license is signed by the licensor and by you or your company.

Please reply with I confirm if this matches your understanding.

Thanks,
[Your Name]

Why this works. It is simple and it invites a one click confirmation. If they do not confirm you have a record that you attempted to firm it up.

Short Written Confirmation to Use When Someone Says Sign Later

This email serves as written confirmation of our agreement dated [date]. The parties agree that [exact description of the promise]. This confirmation is not a final contract. It only records the promise and the expected next step which is a signed agreement. By replying I confirm you acknowledge this summary.

That phrase is small but effective. It creates a written record and makes the other party think twice before claiming there was no promise.

Simple Escrow Payment Script

If someone asks for payment in advance for promotion ask for escrow. Use a third party such as PayPal invoice, an escrow service, or a reputable platform that will hold funds until deliverables are met.

I am happy to move forward. I will pay [amount] into escrow that releases on delivery of [specific deliverable with measurable metric]. The escrow account will be [service name]. Please confirm the exact deliverable and the escrow link. Payment will be made within 48 hours of confirmation.

How To Handle Managers and Reps Who Claim Oral Deals Are Fine

Managers and reps will gaslight you with charm. Here is a negotiation script that sounds human without sounding weak.

I love what you bring to the table. I just want to make sure we both have the same expectations. Can we put this into a short written confirmation that says what you will do and what I will pay or give you in return. It is easier for me to track and it protects both of us.

If they say they cannot do it suggest an email summary and ask for a reply. If they refuse stop. That is not a partnership.

How To Prove a Verbal Promise If It Goes South

While written contracts are ideal sometimes you must litigate a deal that began verbally. No guarantee you will win, but here are the things that help your case.

• Contemporaneous written communications. Emails and texts that refer to the promise are strong evidence.
• Witnesses who heard the conversation. A third party in the room who corroborates is gold.
• Performance consistent with the promise. If the other party started performing their side that shows there was a meeting of minds.
• Recorded voicemail or call. Be careful with local laws regarding recording calls. Some regions require two party consent.
• Financial exchanges that align with the promise. A deposit paid can show there was a deal even if the final contract is missing.

Record Labels and Verbal Promises

Record labels are built to protect copyright transfers and exploitation rights. They do not like gray area promises from artists. If a label person makes a verbal promise here is how it usually plays out.

• They may tell you they will include your song on a compilation once you sign a paper. If the final contract the label sends does not include the promise it is likely you will not get the placement.
• Labels prefer to include contingency clauses and recoupment language in writing. Recoupment means they advance money and then recover it from your earnings before you get paid. A verbal promise that recoupment will not apply is risky unless it is in writing.
• Always ask for a written rider or a signed side letter that is attached to the main agreement. A rider is a small document that amends the main contract. Get it signed before you hand over rights or masters.

How to Register Splits So Verbal Promises Do Not Cost You Money

One of the quickest ways to lose royalties is to trust an oral promise about songwriting credits. Here is an action plan that registers your interests quickly.

1. Create a split sheet for every session. Split sheets show who wrote what and what percentage each writer gets. If someone promises you 50 50 ask them to sign the split sheet before you leave the room.
2. Register the song with your PRO immediately. ASCAP, BMI and SESAC in the United States collect performance royalties. Register your name and your percentage share so money has an address to go to.
3. Register with a publisher or with a performing rights administrator if you have one. Publishing registration stops errors at source.

Example split sheet line

Song title: [title]
Writer 1: [name] [percentage]
Writer 2: [name] [percentage]
Producer credit: [name] [percentage if any]
Signatures: writer 1 , writer 2 , date

Do not leave the studio without that sheet. If a writer refuses to sign say no deal. You are not rude. You are prudent.

Negotiation Tips That Keep You Sane

Reading contracts is boring and confusing. These tips cut to the parts that matter.

• Focus on ownership length territory and exclusivity. Who owns what where and for how long matters more than a clever royalty formula.
• Insist on payment metrics. Do not accept promises like we will pay you fairly. Tell them exactly what triggers a payment and how it will be paid.
• Cap commissions and define termination. Managers can ask for lifetime commissions in oral speech. Refuse this without a signed management deal that includes a term limit and a sunset clause. A sunset clause is a period after termination where the manager receives a reduced commission on deals they brought in before the relationship ended.
• Be wary of blanket assignment requests. If they ask to own all your future works in exchange for vague help say no and walk away.

How To Use Email as a Substitute for a Signed Side Letter

Yes email can sometimes be enough to satisfy courts depending on the law where you live. Here is how to make your email behave like a signed piece of paper.

• Be explicit. Use the phrase I agree and include the parties full legal names.
• Lay out consideration. Consideration is the legal word for the thing each party gives. If someone promises to pitch your song and you give them an exclusive, state that and add the timeframe.
• Attach a PDF version of the short agreement and ask the other party to reply I agree to the attached terms. A clear affirmative reply is evidence of acceptance.
• Save headers and metadata. Email headers prove delivery times and authenticity in many disputes.

Escrow and Payment Methods That Protect You

If money changes hands use an escrow or an invoice system. PayPal invoices Payoneer and other platforms create a record. Avoid Venmo or gift payments for business deals. Those methods are designed for small informal transfers and they make disputes messy.

Use an escrow for promotion and campaign work. Services like Escrow.com hold funds and release them on proof of deliverables. That prevents the classic pay now disappear later trick.

Case Studies With Fixes

Case 1 Manager Promise for Life

Story. A manager tells you they will manage your whole career and gets a handshake. Two years later you sign a deal with a label and the manager claims a 20 percent commission on the label advance because of an oral agreement.

Fix. Produce a signed management agreement that has a definite term and a sunset clause. If a manager demands commission for past introductions require proof of direct contribution to the signed deal. If they cannot produce an email or a contract that shows dates and names you can challenge the claim.

Case 2 Producer Promises Co Writing Credit

Story. You play a topline in a session. The producer says they will list you on the splits and then registers the song alone.

Fix. Always insist on a split sheet signed at the session. If the producer refuses do not record. If the session has already happened collect messages and any demos where your topline can be heard to support your claim. Register with your PRO immediately with the information you have and open a dispute with the other creator's PRO.

Case 3 Sync Promise at a Festival

Story. A sync rep promises to submit your track for a show. Months later you find out they never did and they now ask for more money to finish the submission.

Fix. Ask always for a written confirmation with the submission recipient, date and tracking number if applicable. If payment was made ask for a refund and demand the evidence. If they still refuse use small claims court for amounts under the jurisdiction threshold. You do not need a lawyer for small money claims if you have written proof that you paid for a service not rendered.

When To Get a Lawyer and How Much It Might Cost

Not every fight needs a lawyer but some do. Consider legal help when the potential recovery exceeds the cost of the lawyer or when the other party is asking for an assignment of rights you do not understand.

Typical costs

• Consultation fees can be free or a couple of hundred dollars for an experienced music attorney.
• Flat fees for simple contract reviews often range from a few hundred to one thousand dollars depending on complexity.
• Litigation is expensive. Consider alternatives like mediation arbitration or small claims court depending on the money at stake.

Proactive Contracts and Clauses That Stop Scams Before They Start

Include these clauses in management publishing and sync agreements. They are short and they prevent the most common problems.

• Integration clause. This says the written contract is the entire agreement.
• Amendment clause. This requires that any changes must be in writing and signed by both parties.
• Termination and sunset. A limited time for commissions and a reduced commission period after termination protect your future earnings.
• Deliverables schedule. For promotions and campaigns list exact deliverables and KPIs such as placement dates and reporting frequency.
• Payment triggers. Define exact events that create payment obligations such as license signature date or funds received by the licensor.

Simple Daily Habits That Protect Your Rights

Prevention is a boring practice that pays. Make these habits part of your routine.

• Carry a split sheet at every session and use it before anyone leaves the room.
• After every meeting send a recap email. If they do not reply with I confirm treat it as unconfirmed.
• Register songs with your PRO the day you finish the track or at least within a week.
• Use escrow for paid promotion and always get receipts for money spent on behalf of a campaign.
• Keep a digital folder of signed agreements and email confirmations. Backup to the cloud and an external drive.

How To Respond When Someone Calls You Paranoid

They will call you paranoid. They may say contracts kill creativity. That is nonsense. Contracts protect creativity by making sure both parties get what they are promised. Use this line when someone accuses you.

I am not paranoid. I am professional. Let us put this in writing so we both know what success looks like.

It is short. It is human. It either gets a signature or exposes a dodgy player.

When Oral Promises Work

Yes sometimes an oral promise is fine. Small favors between long term trusted collaborators can be handled casually. The rule of thumb is if money rights or future control is at stake get it in writing. If it is coffee and a demo review you can be casual. Use common sense and protect what matters.

Checklist Before Signing Anything

• Who is signing. Confirm the legal entity and name.
• What rights are being granted. Territory term and exclusivity.
• Payment details. Amount timing and triggers.
• Credits and splits. Confirm exact percentages and registration obligations.
• Termination and dispute resolution. Determine what happens if things go wrong.
• Amendments. Ensure any changes require written signed amendment.

Final Quick Wins You Can Use Today

• Send the recap email after any verbal promise. Ask for I confirm and save it.
• Carry and use a split sheet at every session.
• Insist on escrow for paid campaigns and deposits for studio work.
• Register with your PRO immediately and include co writers in registrations early.
• When in doubt say no and sleep on it. The word now costs you nothing.

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