Damon Dash on Where ‘Reasonable Doubt’ Lies in Legal Dispute With Jay-Z Over Debut Album (EXCLUSIVE)

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Keeping track of what has gone on between Damon Dash and Jay-Z – onetime friends and cofounders of Roc-A-Fella Records – in the last three weeks has become something of a bloodlust-y spectator sport with unexpected twists at every turn. One thing, for sure, though: When Dash “lost” in his recent attempt to sell his one-third share of the label via an NFT of Jay-Z’s debut album, 1996’s “Reasonable Doubt,” there was no way that defeat would signal the end of the story. Not for Dash.

“Stay tuned,” Dash tells Variety, saying that an NFT auction of his much-disputed assets could come this week, in spite of anyone else’s interpretation about what the legal system has allowed him to do. “I’m not trying to sell everybody else’s third. Just mine. I’m gonna sell it without anybody bothering me,” he adds in the Q&A (see below).

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In June, the opinion of Manhattan judge John Cronan was that “Dash can’t sell what he doesn’t own. By attempting such a sale, Dash has converted a corporate asset and has breached his fiduciary duties.” Yet the Roc-A-Fella Inc. CEO contends his NFT of “Reasonable Doubt,” which he says is the sole asset of Roc-A-Fella Inc., will be auctioned to the highest bidder, and sooner rather than later.

While Dash was waiting to “mint” the NFT, Dash’s lawyer, Natraj Bhushan, sued Jay-Z for supposedly switching “Reasonable Doubt” streaming rights from Roc-A-Fella Inc. to his own LLC in licensing the music to Spotify, Apple and other streamers. On July 13, Dash’s lawyers filed a summons in New York Supreme Court claiming that Jay-Z transferred all streaming rights to “Reasonable Doubt” to S. Carter Enterprises LLC without authorization or agreement among Roc-A-Fella Inc. partners. Dash claimed breach of fiduciary duty, among other charges in the suit, and wants at least $1 million in damages.

All of Dash’s current moves – from the copyright lawsuit through to claiming he has auction rights to “Reasonable Doubt” — could be seen as either a suicide squeeze or a Hail Mary play. If nothing else, he is talking. “I’m being transparent about all of this. Is he?” Dash asks, referring to Jay-Z. “Are his lawyers talking?”

Alex Spiro, an attorney for Shawn Carter (Jay-Z’s real name), would not comment on the record, suggesting that their previous court paperwork and the judge’s decision speak for themselves.

In two interviews with Variety, Dash — first speaking alone, and later with attorney Natraj Bhushan — talked about the rough time the CEO had unloading Roc-A-Fella, how he would have preferred to hammer things out with Jay-Z in a sit-down, and what immediate plans his Damon Dash Productions has in terms of music.

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VARIETY: Can we talk about the issues surrounding your copyright lawsuit?

DASH: My main question has forever been, “Why doesn’t he want me to sell my third?” Then we look under the hood, and it’s “Oh, snap” — there’s this change in the copyright that we know Roc-A-Fella Records held. We never saw any changes on our ledgers. When he tried to sell me the company before, I asked him to send me over the ledgers. There was no money of representation through Spotify or any streaming services. So where is any of the money going now? And who authorized any changes to its copyright? I didn’t. When they sent me the books is when they sent me their offer to buy me out… I just want some answers to some questions. I’m the boss of Roc-A-Fella Inc. Everybody knows I am the CEO, and that Jay was the artist. That was our jobs. That’s a known fact.

BHUSHAN: In October 1995, there’s paperwork where Jay-Z signed on as an artist. Since October 1995, those titles haven’t changed, as to who has control to call meetings and place restrictions, hold votes and file litigation. We’re filing paperwork as to who is in control of this company before the court.

DASH: But why does he want to be my partner so bad that I can’t sell my shares? Come Friday [July 16, a day that Jay-Z and Kareem Burke were scheduled to have a meeting about Roc-a-Fella without Dash], they can’t change the bylaws. That is another thing we’re disputing. We sent our objections to that as well. It’s an unauthorized vote. They’re muddying the waters for me to sell. It’s going to time to proof, but they’re looking to alter public perception. My lawyer is filing papers to ask the court to make it that they must abstain from any meetings or votes until such point in time that the auction can take place. The real proof though, is that I’m going to do the auction and no one is going to stop me.

It is our understanding that you take umbrage to any wording that Jay-Z “won” anything in halting your initial auction of the “Reasonable Doubt” album, and that the case is still going?

DASH: Right. What happened was, because we weren’t served with their papers properly, we didn’t go to court, initially. They gave us a TRO (temporary restraining order) for like four days. Then when we came back, it was modified to specifically say that I can sell my interest in Roc-A-Fella Inc., which is a third. Roc-A-Fella Inc. owns “Reasonable Doubt.” For some reason, that headline was never spoken about.

There is a lot of confusion.

DASH: That confusion is intentional, so that the waters are muddied, so that no one will buy my third. What I don’t know is “Why?” Jay and them, we all grew up together. We were all cool then. Now, Jay could have just called me and told me why it was that he didn’t want me to sell my third. Culturally, as men, it might have been a lot cooler to call me. At this moment, I have no idea why they’re so intent on me not selling my share, that they would accuse me of doing something that I’m not doing.

When was the last time you had a face-to-face conversation with Jay-Z to discuss any business? Or anything personal?

DASH: Business? Nothing. We haven’t talked in years. We chose to go different paths (in 2013). Personally, when my daughter was 15, she wanted to go see him in concert, so I took her to his concert, and kicked it with him then. We haven’t communicated so much after that. But for something like this, you can call someone before you sue them. This all seems kind of odd to me. Now, I don’t want to muddy the waters, either. I just want it to be known that a judge ordered that I, in fact, can sell my third. Because a judge ordered that, I will be selling my third, at auction, via NFT… this week. It is happening. There’s your exclusive announcement…

If anyone interferes, that would be a violation of that judge’s order. If you send a cease-and-desist, you’re violating it. Don’t violate the order. Let the sale go through. If you have an issue with it, call me. Let’s do it like men. To me, it is embarrassing to deal with things in this way. Real men, people from the same culture, that know each other, they talk. At the end of the day, they chose this path… See, I think that is what the outside world wants us to do — see two men from the same culture fight. That’s what we always do: divide and conquer. Who are you working for? I don’t know why you are so mad at me wanting to sell my third that you lie on me in court. I didn’t get caught selling my third before this because I didn’t try to sell my third before this. I’m not trying to sell everybody else’s third. Just mine. So, that’s a win for me. I’m gonna sell it without anybody bothering me.

It was perceived that your focus was on simply selling off “Reasonable Doubt.” Is that wrong?

DASH: The misinformation was put out there from me selling my third of the company. It wasn’t misconceived. It was a lie. Jay doesn’t have the authority to move for Roc-A-Fella. He gets all his lawyers, and they make a case for Roc-A-Fella against me. I’m still the CEO and director of Roc-A-Fella. So, that’s questionable. Why are you pretending you’re the boss, when I’m the boss? They knew that I wasn’t trying to sell the whole company, so why say it? It was a very intentional thing for them to do, so that people would think that they cannot buy anything that I was selling – even that which is mine to sell. Their efforts were all to muddy the waters, to discount, discredit, and devalue a property that I own. Why do this to me? Now, they’re calling meetings to change bylaws. What? I don’t know why. It’s like I’m in the twilight zone.

Why are you accusing Dash of minting something? After you mint it, It’s already there. It’s already on the bloqchain. There’s no gray area. The question is, ‘Why don’t you want Damon to sell his third? Legally. Why? Now, I don’t know how the sale will come off. Maybe he’s made it toxic. Either way, I’m doing what the law is permitting me to do.

Can you state what Roc-A-Fella Inc. entails, and what it currently holds in total?

DASH: Just “Reasonable Doubt,” Jay-Z’s first album. We own the rights and everything affiliated with it. No other intellectual property that I’m aware of. Not the publishing. I’m selling a third of Roc-A-Fella Inc. which owns “Reasonable Doubt.” That’s the only asset. Roc-A-Fella LLC (which controls albums like Kanye West’s “The College Dropout” and Jay-Z’s “The Blueprint”) was sold to Universal. That’s where all the other albums are. Roc-A-Fella Inc. only owns “Reasonable Doubt,” the one record we did before we hit it big, that we did and owned ourselves when we were younger, so that it wasn’t part of the LLC/Universal deal.

What is your impression of what Jay did at the end of June? After he seemingly won the “Reasonable Doubt” issue, he sold his own NFT of the cover’s artwork, originally photographed by Jonathan Mannion, with whom he’s having trouble, re-interpreted as “Heir to the Throne,” with original artwork created by Derrick Adams. Jay put it up through the NFT platform he backs, Bitski.

DASH: I really didn’t know how to take that. I didn’t understand that move at all. The guy who did the art used to be in my gallery. That was even funnier to me.

You have mentioned in the past that Jay did offer to buy your third, but that his was a “lowball” deal. How low?

DASH: They offered me a million and a half. Period.

What would you say is a fair price for your portion of “Reasonable Doubt”?

DASH: I don’t really want to say before I sell it, but $30 million sounds fair. If you want to be in business with Jay-Z, if you want a piece of that first album, if you want to be a part of all that, then that money is worth it. Art is based on the beholder. This is art. This ain’t about ego. This is about art.

You, Jay-Z and Biggs Burke held the original note on Roc-A-Fella. Not so long ago, you said on “The Social Proof Podcast” that Jay’s problems originally weren’t with you, but with Biggs. Suddenly, from recent Instagram posts, IT would seem Jay and Biggs are hanging out and he’s talking about Biggs like an old friend. What’s your take on that?

Damon Dash: Initially what happened with Roc-a-Fella was that Jay was like “I want to get more of the money or I’m gonna wreck the whole shit.” I wasn’t about that. Jay wanted to move forward without Biggs. I wasn’t about that. He and Biggs got into it then. That was the end of Roc-A-Fella. That was back then, though. I don’t know what’s going on over there, now. Sounds like he’s voting, and doing anything Jay tells him to do. I’m curious myself. No one has called me. I hope nothing fishy is going on.

So, you’re dropping the Roc-A-Fella “Reasonable Doubt’ NFT.

DASH: It’s not gonna be a secret. You’ll see it. This is your warning. People are playing dirty. I don’t know who is a double agent. Starting bid is $10 million.

If Jay-Z read this and called you, what would you say?

DASH: I’d say “Let’s talk.” See, I never had a beef with Jay. I just read it in the papers. The problems seemed contrived and funky. If we have a problem, issues, this isn’t emotional. It’s business. There is friendship to be valued and brotherhood to be respected, and the world should be able to see that people can talk this out. This ain’t me swinging on him, this is him swinging on me. Real men can talk. We don’t need lawyers.

What are you currently doing when it comes to music? What weight does that hold for Damon Dash Productions now?

DASH: I’m in a rock band as Billy Pablo the 3rd, the lead singer of The Black Guns, with an album called “Therapy.” I shot a “roc-u-series” about it all, where we look at each of our records and how they reflect what’s going on now. Our new song is “Fuck You, Pay Me.” My next NFT is some of the artwork from that project. See, I’m fighting for art. The Roc-A-Fella NFT wasn’t just going to be one drop, then out. NFTs give you another outlet, another option. When I got offered $1.5 million, NFTs became my best option. I want to do the Damon Dash NFT Gallery. That’s next, after we’re done with this first one. After this one, we’ll have some fun. Sometimes when you take a block, you need to be disruptive. I didn’t start this fight. I’m just trying to make things better for everybody.

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Disruptive or not, Dash is currently in the middle of a situation that, if he backs down, he loses face, and if he moves forward, he can be stripped of his assets, and entail further legal headaches.

How Dash would circumvent the court’s previous ruling comes down to, in his estimation, Manhattan Federal Judge John Cronan’s ruling not taking into consideration what Dash’s lawyer Natraj Bhushan says is something of a loophole — that when Roc-A-Fella Inc. was first created in 1996, no restrictions were written as to the transfer of its shares and that the shareholders never drew up bylaws at its start. “As a New York corporation, restrictions have to come from the members of the corporation, or bylaws, as to the free transfer of the shares,” states Bhushan. “In this case, there are no bylaws – we know this as a fact as they have yet to vote on any bylaws.”

Yet it was the absence of said bylaws in the original 1996 contract that pushed Jay-Z and Burke into a so-called secret meeting on July 16 to create bylaws without their other co-founder present, in further attempts to block any auction or sale of his third. “But Jay is not the director. I’m the director,” says Dash. ”I’m the CEO. They’re trying to make it look like they have to agree to let me sell.”

On July 15, Dash’s attorney Bhushan sought a temporary restraining order with the federal courts to block July 16’s meeting between Jay and-Z and Kareem Burke, On Friday however, a federal judge blew that request out of the water. All that Dash could do if he takes issue with any outcome of Friday’s meeting is to sue. As of July 19, the minutes of the meeting between Jay-Z and Burke remain unknown.

Bhushan continues, “For 25 years, no one ever bothered to draw up bylaws. Why now? This happens to be a unique situation where, though they set up in 1996, no one ever had a meeting of the three to discuss or make bylaws. … Though the court order doesn’t state this explicitly, there are no restrictions to Dash’s ability to part with his shares how he sees fit. The status quo, then, is maintained: whatever Damon was allowed to do, prior to their court action, he could do. He is free to part with those shares, unless there are restrictions original put upon those shares.”

Bushan claims that “in this new, related lawsuit, we’re telling the judge that if the company should be suing anybody, it should be suing the party who is actually stealing from the company – that’s S. Carter Enterprises LLC, which, by all signs, is Jay-Z’s entertainment company. Whether it was inadvertent or intentional, the cat is out of the bag.”

Dash adds to that, “Or maybe he could explain the change. Go to Spotify and look. It doesn’t say copyright Roc-A-Fella Inc. It says S. Carter.”

One objective party, entertainment lawyer Bernard M. Resnick, looked over papers sent to Variety from the court ruling by Jay-Z’s legal team as well as Dash’s lawyer. According to Resnick, “Damon Dash is not allowed to sell the album, ‘Reasonable Doubt.’ What he is allowed to sell, according to the court order, is his third of Roc-A-Fella Inc., the company. What that says to me is that if Jay-Z wanted to buy from Damon that third of Roc-A-Fella Inc., and have all three thirds, then he could sell it as an NFT. Damon, on his own, cannot sell his share in that album.

“The album is copyrighted material,” Resnick continues, “and is created by musicians, not Damon Dash. Owning rights as a company doesn’t mean he can create stuff and sell stuff representing that album without the consent of his Roc-A-Fella Inc. partners. It’s hard for Damon to sell his third of an album because you can’t buy a third of the notes or the lyrics, a piece of art. Still, he is not prohibited in selling his share of the company — but, as an NFT, there’s nothing to sell. According to the ruling, even though ‘Reasonable Doubt’ is the sole asset of Roc-A-Fella Inc., Dash can’t sell or auction it.”

Opining on why Jay-Z would not want Dash to sell his third via NFT, Resnick claims it is simple math. “Jay-Z has always guarded his artistic output very carefully. It has never been in dispute that he is cautious and secretive in how he conducts his business. This comes down to controlling, according to the law, all of his intellectual property, compositions and the recordings of those compositions.

“One of the reasons that NFTs are popular is that they put forth the notion of scarcity — the ability to be the only kid on your block owning this thing,” says Resnick. “With an NFT, the owner can sell it to another person, and so on, and written into its code is that the seller-artist and the auctioneer makes money off of each sale. One reason that Damon wants to sell an NFT is because he could get repeated payments as it is sold again and again down the line. He can turn it into more money now, and in the future, it would be a continuing source of revenue for him. Forbidding him to do that, saying Dash could sell the company and not the album, means one sale only — one and done. Jay-Z is trying to stop Damon because Jay-Z wouldn’t be taking part in that auction’s sale and therefore he would not get money for any future sales. Jay-Z doesn’t like that; he wants money anytime anyone buys his stuff.”

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