A Tangled Web of Deal-Making
(1998)
Link to this page : www.cannon.org.uk/spiderman.htm
|
Copyright © 1998
The A Tangled Web of Deal-Making 'Spider-Man' is
mired in costly and complex lawsuits that form a cautionary tale about filmmaking. By MICHAEL A. HILTZIK, Times Staff
Writer If the adage is
true that the ultimate Man" to the
big screen will never hang in the Louvre. As the biggest
superhero character left unfilmed since the blockbuster "Batman"
made the genre popular again, "Spider-Man" has been widely
touted as moviedom's hottest property. Industry buzz says a movie featuring the
web-spinning, wall-climbing crime fighter who has been a comic book mainstay
for more than 35 years would be the event movie of the
year for the studio that owns the rights. If only anyone
could figure out which studio that is. The seven-year
battle over the feature film rights to the Marvel Comics character has become Angeles Superior
Court Judge Valerie Baker, with as many as 18 separate written agreements at
issue. Last week, a begin before the end of the year. But that still
leaves Baker confronted with a mess so tangled that one lawyer estimates that
Spider-Man documents in his office already occupy 60
cardboard boxes. "Spider-Man
could be a movie, or it could be litigation," said Howard Weg, an
attorney who represents the liquidating
trust of Carolco Pictures, which claims to have acquired the movie rights in
1989 but went bankrupt in 1995. "All the entities involved
have elected not to make a movie, but litigation." But this is more
than a story of dueling lawyers. The multimillion-dollar litigation parade
provides a unique snapshot of recent of the movie business, cursing many of
those who have laid claim to it. Three studios that at one point or another claimed
an interest in the movie rights have gone bankrupt waiting for a resolution;
so too has Marvel
Entertainment Group, the comic book publisher that owns the character.
Indeed, it's not clear whether the
leading complainant today, the ailing studio MGM, would have the financial
wherewithal to finance the "Spider-Man" movie if it
wins the litigation. The case traces
the rise and fall of three independent film studios that briefly dominated making until
their shallow finances brought them down and unfolds against the backdrop of
the industry's blockbuster
mentality and its preoccupation with big names, such as Arnold Schwarzenegger
and superstar director James
Cameron, whose association with the "Spider-Man" project helped
drive it from a modest $15-million undertaking
in 1985 to the predicted $200-million extravaganza it would be if made today. And it shows to
what length filmmakers will go to appease their own vanity: The whole
brouhaha started when
independent filmmaker Menahem Golan, who purchased the first five-year movie
option on "Spider-Man"
13 years ago, filed a lawsuit to ensure that he would be listed as producer
of any "Spider- Man" film,
even if he never again lifts a finger to bring it to the screen. The intensity of
battle also illustrates how desperate studios are to develop "event
movies"--priceless properties that can be exploited repeatedly over a
decade or longer for sequels and spinoffs. The potential
return of such a franchise is so great that four major studios remain in the
fight for "Spider-Man."
One is MGM, which claims to have bought up all the "Spider-Man"
feature film rights once held by the
defunct independent studios--Cannon Films and 21st Century Film (both
operated by the irrepressible Golan) and Carolco Pictures. Viacom Entertainment
and Sony Pictures, meanwhile, say they own television and home video rights, respectively, to any "Spider-Man" feature
film. Waiting in the
wings, finally, is Twentieth Century Fox, which is not part of the litigation
but holds the most intriguing
card of all--an exclusive contract with "Titanic" director Cameron,
who in 1991 was paid $3 million by
Carolco for a "Spider-Man" film treatment that sources say is
brilliant. These claims are
all at issue because Marvel, which is just emerging from its own bankruptcy,
contends that the movie options it sold three times
over the last 13 years have all expired. Therefore, it claims, it has the exclusive right to sell them again. Difficult Birth for Superhero Like its hero,
Peter Parker--who struggles to balance super powers bestowed by a radioactive
spider's bite with the
worldly concerns of any average teenager--"Spider-Man" as a comic
book concept at first got no respect. The creator was
Stan Lee. Today a vigorous 75-year-old who still holds the title of chairman
at Marvel Comics and
remains the enterprise's creative soul, Lee by 1962 had provided Marvel with
some of its quirkiest and
most enduring characters, including the Fantastic Four and the
Hulk--superheroes whose appeal lay in
having to balance amazing powers with the pressures of sibling rivalry, job
worries and physical repulsiveness. "When I
told my publisher my idea for Spider-Man," Lee said in his
memorabilia-filled Westwood office, "he said: 'Here I draw the line.
People hate spiders. Teenagers can only be sidekicks, not superheroes.' " The publisher
flatly refused to give Spider-Man his own comic book. Lee sneaked the
character into a comic book Marvel was about to fold,
"Amazing Fantasy." In its final edition, August 1962, "The
Amazing Spider-Man"
made his first appearance. In developing
the character, Lee played off the cardboard personalities of Superman and his
ilk of otherworldly superheroes. "I tried to
make them flesh-and-blood," Lee said. Peter Parker was a high school kid
with girl trouble and difficulty finding work. While competing
characters fed into adolescent fantasies of unlimited power and control, Spider-Man's abilities often
seemed more of a burden than they were worth. Within a couple
of months, Marvel realized that Lee was on to something. The final edition of "Amazing
Fantasy" outsold anything Marvel had published in years. The character
spawned a newspaper comic strip and animated and live-action TV
series. Yet when it came
time to sell the movie rights in 1985, Peter Parker again got no respect. The
Superman franchise,
launched to huge success in 1979, seemed to have breathed its last with the
critically panned "Superman
III" in 1983. "Nobody
believed anymore in features based on comic books," Golan said. Nobody, that is,
but Golan, the voluble co-chief of independent Cannon Films. 10 Versions of
Script in 4 Years Golan liked to think of himself as a producer with one foot
in the schlock house and the other in the art
house--the mix gave his company "balance," he would say. His first production
had been the Oscar- nominated Israeli comedy "Sallah," and he had
bankrolled any number of other small foreign films. But he also
bragged about having discovered Jean-Claude van Damme and produced the kickboxing star's firstthree
pictures. Golan persuaded
Marvel Entertainment to sell Cannon the feature film rights to Spider-Man,
its premier character, for a fire-sale price of $225,000 (plus
a percentage of the gross revenues). Over the next
four years, he nurtured the property through 10 screenplay versions,
including some under his own pseudonym, Joseph Goldman. By 1989
interest in the genre was stirring again with "Batman's" blockbuster opening in June. Other studios were
coming to him with inquiries about "Spider-Man." That was fortunate, because Golan no longer could
make the picture on his own. Cannon Group had
been the quintessential 1980s independent film studio. Thinly capitalized and
kept afloat by
suspect accounting, it specialized in low-budget action fare with stars such
as Chuck Norris and Charles
Bronson--average cost: $5 million. Cannon's
ambitions for "Spider-Man" were much greater; Golan pegged its
budget at $15 million and dreamed of acquiring a big-name director. But
before he could execute his master plan, time ran out for Cannon. As a
string of flops such as the Sylvester Stallone arm-wrestling feature
"Over the Top" drained Cannon's
capital, the Securities and Exchange Commission charged it with fraudulently
misstating its finances. (The company eventually settled the SEC
case without admitting or denying the allegations.) On the verge of
failure, Cannon was taken over in 1987 by Pathe Communications, a holding
company controlled by
Italian financier Giancarlo Parretti, who would cut a painful swath through the next few
years--even acquiring the once-stellar MGM--before going bankrupt and being
convicted on perjury and evidence-tampering charges. (He fled
the Two years after
that, Golan struck out on his own. As part of his severance package from
Pathe, Golan took the rights deals for Spider-Man and
Captain original deal
with Marvel gave it only until August 1990 to place a "Spider-Man"
picture in production, or the rights would
revert to Marvel, Golan's new company, 21st Century Films, renegotiated the
original deal with Marvel to buy more time. Reprieve in
hand, Golan again set about raising money for "Spider-Man." On this
side of the business he was an
acknowledged pioneer: during the Cannon years Golan had supplemented his
company's modest finances through the extensive use of
"pre-sales." This entailed raising money by selling off overseas distribution rights, often territory by territory, while
retaining the most lucrative In the case of
"Spider-Man," Golan further sold worldwide television rights to
Viacom, and home video rights to Columbia Tri-Star. But the most
important deal was with Carolco, another independent studio. At the 1990 The studio was
riding high on the strength of its hits "Aliens" and "The
Terminator." While Schwarzenegger
lounged on deck nearby, Golan said, studio executives Mario Kassar and Peter
Hoffman pitched a plan to produce a $50-million
live-action "Spider-Man." "They wooed
me for a whole day on that boat," Golan said. The deal was inviting, and
not only because he personally stood to gain a $1-million
cut if he agreed. Carolco, he thought, might be able to avoid the financial problems that had stymied his own dreams
for "Spider-Man" at Cannon. He signed the deal for $5 million, payable to 21st Century. Golan's only
condition, as he recalls the negotiations, was that his role in spotting the
property's potential early
and keeping the project alive be recognized: Any "Spider-Man"
picture Carolco made was to bear his name as producer. By late 1991
Carolco paid $3 million to Cameron, the director of "The
Terminator" and "Terminator 2" to write and direct the picture. Lee, who had
become friendly with Cameron, got a look at his detailed treatment--a sort of
stripped- down screenplay minus dialogue--and was
thrilled. "It was the
Spider-Man we all know and love," he said later, "yet it all
somehow seemed fresh and new." Golan, however,
was growing uneasy. Amid all the Carolco publicity for the project, his name
had not been mentioned as producer even once--only
Cameron's. Finally he complained to the studio. In response,
according to court documents, Carolco executive Lynwood Spinks called one day
on Golan's
assistant Ami Artzi. "Ami, we have a certain problem," Spinks said,
according to Artzi's later deposition. "What is the problem?" Spinks explained
that in its haste to sign Cameron for the new picture, Carolco had simply
copied the terms of his "Terminator 2" contract
word for word, substituting "Spider-Man" for the name of the movie. But the old deal
had given Cameron approval over every credit on the picture--and he would not
approve Golan's credit
as producer. Over the next
several months, Golan claimed later, Carolco tried to pressure him into
giving up his claim to the
producer credit--even withholding part of the $5 million it owed 21st Century
for the "Spider- Man"
rights. Legal Fight Over Screen Credit Finally, in
April 1993, Golan filed a lawsuit to rescind his contract with Carolco. What
began as a fit of pique over a
credit turned into the event that ended the pre-production period of
"Spider-Man," so to speak; the litigation phase had begun. Within 16
months, Golan's lawsuit was followed by five more, throwing the ownership of
the "Spider- Man" movie
rights into a seemingly impermeable snarl. In February
1994, Carolco sued Viacom and Tri-Star separately to nullify their television
and home video rights. Tri-Star and Viacom countersued
Carolco, 21st Century, and Marvel. MGM, which as part of the Pathe Group
considered itself the inheritor of Cannon's old "Spider-Man"
rights, sued Golan, Globus, Parretti, 21st
Century, Viacom, Tri-Star, and Marvel for fraud (among other things). Within
a year further complications arose: Carolco, 21st and Marvel had each
filed for bankruptcy. As a platoon of
lawyers worked their way through the interlocking contracts and side deals
that assigned and reassigned
the "Spider-Man" movie rights, one curious fact emerged: Although
millions of dollars in potential
profits rode on the language of contracts written by high-priced lawyers for
billion-dollar companies, the
documents seemed to be drafted with remarkable carelessness--an indication,
perhaps, of the seat-of-the-pants deal-making by which Take the
Golan-Carolco deal. Carolco argued that rather than guarantee Golan a
producer credit, the contract actually stated that Carolco could
choose simply to pay him off. The so-called "pay-or-play" provision,
Carolco maintained, was embodied in a contract addendum--which Golan insisted
he had never received and which no one could prove had been
attached to the original document. The two sides
even disputed the actual value of having one's name on a movie. Golan
insisted that attaching his
name to an "event picture" like a Cameron-directed
"Spider-Man" would give his company priceless credibility. But a Carolco
expert witness countered that no one in played an important role in the production. The
credit's only value to Golan, he said, would be "to show the remainder of the
entertainment industry that Golan has the bargaining power to obtain a credit
for rendering no service." The biggest
mess, however, involved 21st Century's 1989 contract with Marvel. This was
the deal that aimed to give Golan more time to complete a
movie. Although the
original contract between Cannon and Marvel explicitly stated that rights
would revert to Marvel unless
Cannon started production by a certain date, the 1989 version no longer
contained an explicit deadline. It stated only that if 21st failed to
have a movie in distribute a movie without Marvel's written
approval. One could read it as giving 21st Century the movie rights to Spider-Man in perpetuity--a virtually
unheard-of event in Untold hours of
testimony and reams of paper have since been expended on the question of how
and whether Marvel
might have sold permanent rights to its most valuable character for $450,000
and a percentage of the gross. One possible
answer is that Marvel lawyers confused critical provisions of the
"Spider-Man" deal with a similar, but not
identical, contract over Captain company. Wording of Contract Lost in Cyberspace Testimony
indicates that one lawyer may have dictated key language on the
"Spider-Man" deal over the telephone during his vacation after Marvel's
word-processing computer crashed. Because the original contract was
lost in cyberspace, court documents suggest, he had to reconstruct part of
the agreement from memory,
inadvertently reproducing some language from the Captain America language in
the Marvel deal, where it did not apply. The difference
was important: The Captain America contract did not need as firm a reversion
clause because that
picture was already in production when the contract was negotiated, while the
start of "Spider- Man"
production was months, if not years, away. MGM's lawyers
argue, however, that Marvel's assignment of permanent rights to 21st Century
was deliberate--and thus as 21st's successor, MGM now
owns those rights. Golan's bankers had refused to finance a picture if there was any chance that
Marvel would take the rights back, MGM contends. To get the movie made, therefore, Marvel had to
agree to the permanent assignment. Among the
parties trying to wrest the rights away from Marvel, the common argument is
that the contract is clear on its face: The rights do not
expire until MGM makes a "Spider-Man" picture. "It is what
it is," said Christopher Rudd of the attorneys. "I don't know how to interpret a
contract other than by looking at the plain language." Marvel's
position is that other contract provisions, not merely the disputed
"reversion" clause, make clear that the film rights are temporary. In
other words, Marvel maintains, MGM is simply trying to take advantage of an inadvertent ambiguity to obtain
rights that would be almost unique in "It's
inconceivable that Marvel would have licensed its signature property in
perpetuity to a new company like 21st Century," said Carole
Handler, the attorney for Marvel Entertainment Group. What seems clear
is that "Spider-Man's" destiny lies in further litigation. Even if
a court awards MGM the movie
rights, it would be virtually impossible for the ailing studio to finance the
picture unless it also owned the lucrative television and home video
rights now claimed by Viacom and Sony. That ensures a further battle with Viacom and Sony. And if Marvel is
awarded clear title? It is possible that legal appeals might extend the
battle well beyond the millennium. By MICHAEL A.
HILTZIK Copyright © 1998
The * * * Link to this
page : www.cannon.org.uk/spiderman.htm |
Got a better image, information or
something I’m missing or I have wrong?
Like to add something?
Images and text
© 2009 their respective owners.
This site is an archive for educational
use only and has no
connection whatsoever with
The Cannon
Group, Inc.