Why Don't We's Management Tussle In Lawsuits Alleging ...

Why Don’t We’s management team has split up and has now filed opposing lawsuits to keep the other out of the business -- and the band is taking sides.

Randy Phillips and his former longtime partner David Loeffler are suing each other over the boy band’s management and control of their companies Signature Entertainment and PDM III -- which have the exclusive right to “direct and control” both the band and the solo careers of its five members, as well as of the group’s music, its masters and all its revenue streams. And, according to a lawsuit Loeffler filed on Aug. 17, the five members of Why Don’t We -- Jack Avery (Age 19), Corbyn Besson (20), Zach Herron (17), Jonah Marais (20) and Daniel Seavey (19) -- are now refusing to sign a recording agreement with Atlantic Records or perform as a group until Phillips is reinstated as the group’s sole manager.

Phillips is a longtime veteran and former AEG Live CEO who has promoted tours for Bon Jovi, Justin Bieber, Kanye West, The Rolling Stones and Prince.

Loeffler is a longtime music manager, touring executive and film producer who directed Why Dont We’s 2019 film, Unbelievable.

Why Don’t We formed in September 2016, with the band's business set up as two manager-managed LLCs, Signature Entertainment and PDM III, with ownership stakes for all five group members. The LLCs would retain the rights to manage all aspects of the group and its individual members' careers and own their creative output, while categorizing the five members as salaried employees, according to the management agreement each member signed. The LLCs also fund and exclusively manage solo artist EBEN.

The next year, Phillips relinquished his role managing one of the LLCs, Signature Entertainment, in order to accept a job running LiveStyle, the company that emerged out of EDM promoter SFX's bankruptcy. Phillips returned to manage Why Don't We in 2020 and says Loeffler “abnegated his prior agreement to allow Plaintiff to reassume the role of manager [of Signature Entertainment],” according to a lawsuit filed against Loeffler on Thursday in Los Angeles Superior Court.

Phillips wants a judge to expel Loeffler from PDM III and hand control back to Phillips in a legal process known as disassociation, in which a judge orders the termination of a manager’s voting rights if the manager is found to have acted improperly or “willfully (and) persistently committed” a significant “material breach” of the entity’s financial interest.

In his complaint, Loeffler is suing all five Why Don’t We members for anticipatory breach of contract and suing Phillips for tortious interference with a business relationship over the band’s refusal to sign the Atlantic deal. He is seeking damages. “Signature has the exclusive right to ‘advise, counsel, direct, and assist’” each band member “in connection with all matters relating to their careers in all branches of the entertainment industry,” writes Loeffler’s attorney, Michael R Levin of Baker Law, in the complaint, which was filed in Orange County Circuit Court in Orlando, Florida. No hearing has yet been scheduled in that case.

Loeffler told Billboard in a statement that Phillips' suit is "without merit and in retaliation for the suit we filed against him." He added, "The allegations now being made by Mr. Phillips have no merit and will be debunked in court.”

Phillips' lawsuit also claims Loeffler abused members of Why Don’t We and “irreparably damaged” the management company he and Phillips had created to help foster the up-and-coming boy band’s career.

Hollywood attorney and litigator Howard King of Los Angeles-based law firm King, Holmes, Paterno & Soriano is representing Phillips and alleges in the complaint that while “Loeffler was living with [the band] at a rental property that had been secured for them to develop music” he engaged in “nightmarish behavior,” including “ daily verbal abuse, screaming at them at the top of his lungs, sometimes for 10-20 minutes,” and reportedly “forced the five members to share two small bedrooms, even though the house had a spare, unused bedroom that was upstairs.”