All-star concerts commemorating the 50th anniversary of Woodstock are scheduled to start three months from tomorrow. But the fate of the biggest planned festival may be decided this week following two days of court hearings in New York State.
Last week, Woodstock LLC, the organizers of the festival, filed a petition for an injunction against Dentsu Aegis, the Japanese advertising and marketing company that was set to finance the festival. On April 29th, Dentsu issued a press release effectively canceling the festival, writing that “despite our tremendous investment of time, effort and commitment, we don’t believe the production of the festival can be executed as an event worthy of the Woodstock Brand name while also ensuring the health and safety of the artists, partners and attendees. As a result and after careful consideration, Dentsu Aegis Network’s Amplifi Live, a partner of Woodstock 50, has decided to cancel the festival.” The company subsequently took back $18 million in funding placed in a festival account.
In its suit, Woodstock LLC accused Dentsu of attempting to kill the festival and demanded the return of funds. In court papers of its own, Dentsu cited “Woodstock 50 LLC’s (‘W50’) and [co-organizer] Michael Lang’s misrepresentations, incompetence, and contractual breaches,” which “have made it impossible to produce a high-quality event that is safe and secure for concertgoers, artists, and staff. The production company has quit, no permits have been issued, necessary roadwork has not begun, and there is no prospect for sufficient financing.”
The festival, tentatively set to be held August 16th through 18th at the Watkins Glen International Speedway, features a lineup including Jay-Z, Imagine Dragons, Miley Cyrus, Chance the Rapper, Halsey, and many others. But to date, tickets have not yet been put on sale and permits haven’t been secured that was intended to accommodate three days of camping at the venue.
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Both sides argued in court Monday and Tuesday that the other party had done them wrong — and, most urgently, made cases for who had the right to cancel the festival. The Woodstock LLC team, headed by high-powered attorney Marc Kasowitz, built its argument around a simple premise: that according to the contract, Woodstock 50 could only be nixed if both sides jointly agreed. “It’s plain as day … they had no right to cancel and take money out of the account,” Kasowitz argued. (To make his point, his presentation included blow-ups of the contract mounted on easels.) Woodstock LLC’s lone witness, Woodstock 50 partner and hotel developer Gregory Peck, admitted that the festival needed the funds “in a matter of days” and that it “cannot proceed” without them. (Lang himself did not appear in court.)
The Dentsu team painted a picture of a festival with escalating costs (the budget soared from $25 million to $49 million) and safety concerns that forced the company to exercise a “control option”’ to cancel the event. (In what amounts to a nuclear option, Dentsu could take control of, and possibly shut down, Woodstock 50 if the organizers engaged in a “serial breach” of the contract.) DJ Martin of Dentsu’s Amplifi Live division, confirmed the company saw Woodstock 50 as a global opportunity — which could include putting on Woodstock festivals around the world — and that “if it failed, it could remove us from that business.” Martin said they took the $18 million back to ensure the money wasn’t used by Woodstock organizers to pay “other vendors.” During the hearings, the number of potential festival attendees was also an issue; Lang’s original estimate of 150,000 was later downgraded (by now-departed production company Superfly) to 65,000, and Dentsu itself sought to adjust the budget by reducing the three stages at the site to two.
During the testimony, numerous intriguing details emerged. According to Peck, eight acts — including Jay-Z, the Killers, Miley Cyrus and Santana — were each paid over $500,000. Dentsu reps admitted the company had already spent $32 million on the festival, including $23.5 million to the acts; he also said Lang continued to book acts even after the budget was pared down along with the smaller attendance numbers. Martin said at that point it was no longer a profitable festival, but that the company saw financial opportunities in sponsorships: “Maybe we’d break even,” Martin said, “but it wouldn’t be a $25 million loss.” Peck said a temporary mass gathering permit is still being discussed with Watkins Glen International, possibly next week.
Peter Office, COO of the Dentsu-affiliated MKTG, which served as a liaison with the production companies, detailed what would be involved in turning the speedway in Watkins Glen into “a city for three to five days” for Woodstock 50. Due in part to excessive rainfall that canceled a Phish concert at the same venue last year, the plans, he said, called for four water tanks (each holding 250,000 gallons) and acompanying distribution system, along with installation of showers and other amenities for the campers. Asked how much time would generally be needed for such preparation, Office noted “a minimum of a year to 18 months,” far less time than Woodstock 50 has had.
To get a sense of the terrain in and around Watkins Glen, Office said Superfly had initially relied on photos on Google Maps. But since the photos were taken this winter, Superfly didn’t have an accurate sense of the grounds and its issues until snow disappeared in March. “With the snow melting, they saw more of the land and saw it was less functional than originally thought,” Office said.
Early in the hearings, Justice Barry R. Ostrager frequently overruled Kasowitz’s objections to questioning of Peck and expressed moments of exasperation. When Peck talked about the cultural significance of Woodstock, Ostrager shut him down: “This is a business transition. I don’t want to hear in his testimony how important [Woodstock] is to the world.” When Kasowitz made the claim that “terminating their contract is different from cancelling the festival,” Ostrager retorted, “I understand your argument — I don’t fully accept it.” At times, Ostrager was also confused about Lang’s exact role (at one time asking if he was an employee of Superfly).
Toward the end of the testimony, a pivotal moment arrived when Kasowitz got Martin to agree that both Woodstock LLC and Dentsu would have had to jointly cancel the festival, and that earlier wording in a contact about reasons for exercising that option (“to be determined”) was not included in the final draft of the agreement.
“This is a business transaction,’ Martin said. ‘We took full control to minimize any additional losses.”
“So you get to unilaterally cancel the festival, take money back from the festival account and you get to keep all rights?” Kasowitz responded sarcastically. “Really?”
When the hearing concluded soon after, Kasowitz emerged brimming with confidence, telling reporters the festival would “absolutely” go on. Dentsu’s legal team stayed behind, looking deflated and declining to answer any questions at that point (despite Ostrager lifting the media gag order placed on them).
When the hearing ended, Ostrager announced he would make his decision in 24 to 36 hours, which come down to security vs. contractual obligations. During the hearing and in court papers, Dentsu reps raised concerns about crowd safety at Woodstock 50 — from the installation of emergency exits to New York State troopers’ concerns about traffic. (According to reports, the troopers were also worried about the construction of a pedestrian bridge at the site.) Will those issues be enough to make the court override the explicit joint-cancellation wording in the contract (and Dentsu’s admission that it didn’t comply with that part of the agreement)?
To paraphrase one of the original Woodstock performers, Country Joe McDonald, this summer’s concerts are either fixin’ to die or fixin’ to survive.