Steely Dan‘s Donald Fagen is suing the estate of his late bandmate, Walter Becker, in order to retain control of the band. The crux of the suit is a Buy/Sell Agreement Fagen and Becker signed in 1972, not long before the release of their debut album, Can’t Buy a Thrill. The contract stipulated that if a member of Steely Dan quit or died, the band would purchase all of that member’s shares in the group.
The new suit alleges that four days after Becker’s death on September 3rd, Fagen received a letter from the late musician’s estate that read: “We wanted to put you on notice that the Buy/Sell Agreement dated as of October 31, 1972 is of no force or effect.” Furthermore, the letter reportedly insisted that Becker’s widow, Delia Becker, be appointed a director or officer of Steely Dan, and that she was entitled to 50 percent ownership of Steely Dan.
“Fagen – acting on behalf of himself and on behalf of Steely Dan, as its sole remaining officer and director – hereby exercises the mandatory provision of the Buy/Sell Agreement requiring Steely Dan to purchase Becker’s shares,” the suit reads. “This lawsuit is required for Steely Dan and Fagen to obtain a judicial determination that Becker’s shares must be sold to Steely Dan pursuant to the express terms of the Buy/Sell Agreement, so that Steely Dan and Fagen can go on as contemplated and provided by the Buy/Sell Agreement.”
Along with Becker’s Estate, Fagen is also suing Steely Dan’s longtime business management firm Nigro, Karlin, Segal, Feldstein & Bolno. NKSFB has also acted as the accountant for the group’s touring company, Danette, and as a business manager for Becker and Delia Becker. Fagen’s lawsuit alleges that NKSFB has been withholding pertinent information from him – such as royalty statements and records regarding tour income – and “engaging in other secretive behaviors.”
Lawyers for Becker’s estate and Fagen did not immediately return Rolling Stone‘s request for comment. A representative for NKSFB declined to comment.
The suit details Fagen and Becker’s lengthy career together, which continued even as Becker’s health declined. It notes that in 2009, Becker “reaffirmed his commitment to the Buy/Sell Agreement and its validity.” He supposedly even shot down a tweak Fagen wanted to make to the agreement, effectively “keeping intact the book value provision and affirming that the Buy/Sell Agreement remained in effect without modification.” By the 2010s, the suit claims, Becker and Fagen were the “only remaining shareholders and signatories to the Buy/Sell Agreement.”
Fagen alleges that the Becker estate has already begun to improperly assert control over the Steely Dan name, specifically through the band’s website, which the estate operates. The suit alleges that Becker’s estate has not “relinquished or shared control of that domain name with Fagen” and “absent an injunction… will continue to misappropriate Steely Dan’s website and otherwise inappropriately use the Steely Dan name.”
As for NKSFB, the lawsuit further alleges that over the past few years Fagen has become aware of several “accounting errors by NKSFB, one of which involved millions of dollars, and another of which resulted in a lawsuit by a former member of the band.” The suit also claims that NKSFB has hired a law firm on Steely Dan’s behalf, without telling Fagen. It argues, “Especially now, with the Becker Defendants taking a position adverse to Steely Dan and with the Becker Defendants retaining NKSFB, a full and complete accounting is necessary to protect [Fagen’s] interests.”
Fagen is seeking an official ruling that will hold up the Buy/Sell Agreement and force Becker’s estate to sell the late musician’s shares to Steely Dan. He is also seeking damages stemming from the “repudiation and breach” of the agreement. While the suit does not name a specific dollar amount, it suggests it could be in excess of $1 million.