Africa Fashion Law™: Wana Sambo Clothing vs. L’Espace #Breach of Contract Dispute

In Fashion Law, International Fashion Law by FASHIONENTLAW™

There is an ongoing brouhaha with two respected emerging brands in Nigeria’s fashion industry. One is a fashion designer (Wana Clothing), the other a retailer. I anticipate more information  from L’Espace (retailer) per their email to me regarding this brouhaha so I’ll wait to speak on this issue. In the meantime, the dispute allegedly began when One Nigerian Boy, a fashion blogger, took to twitter to air his frustration with L’Espace. One Nigerian Boy (Terrence Sambo) is the sibling of Wana Sambo, the affected party in this case.

Subsequently, L’Espace, doing damage control on what Terrence Sambo/One Nigerian Boy had to say, released the following press release below the tweeted image in this post:

Addressing the various allegations and claims made by Terence Sambo of @OneNigerianBoy tonight, the L’Espace team is simultaneously shocked and saddened to hear that anyone feels this way and we assume this is based on a recent miscommunication with his designer sister of WSClothing Co.

First off, we’d like to clear up a few things. On bearing zero risk – Millions of naira in initial investment is very far from being zero risk. Anyone who runs an SME in this particularly hostile environment, would beg to differ, and perhaps even take offence at this cavalier attitude towards the risk any entrepreneur takes. And ironically, the commission actually gives us MORE of an onus to sell, simply because if we don’t sell. We make nothing. The fee as is, is nominal at best.

On stock – We require SIX pieces minimum. Whatever the designer decides to do upward of that is his/her decision. And to be precise, the store is 670 sqm in total. Abuse is a very strong term and as one of the core L’Espace team is a designer herself, we find it irresponsible that this word (which conjures up images of slavery and child labor) is being used in this context at all.

On ‘ridiculous demands’ ….. At every point we try to involve our vendors in the process and attempt to be as flexible as we can. The rate we are asking plus commission is paltry and whilst it might seem monumental at first, designers NEED to break out of the cycle of ‘spend the cash flow’and living from order to order. Until you can produce and distribute at a certain level you will NEVER grow.

On wannabe stylists …. It is clearly communicated to designers when their stuff is being used for an outside shoot or pulled by an outside stylist. However, when it is used for in-house content creation we assume notice is not necessary unless otherwise stated, simply because we are already liable for damage etc by default. For the record, we have worked with many ‘non-wannabe’ stylists Veronica Ebie-Odeka of Vane Style, Bolaji Animashaun, Lucy Love and Funmi SMD to name a few. On the following tweet most irritated by is dat they’re running d biz like dem guys in suits.

Dere shld more soul since one of d owners is a designer 2 we will not be commenting because we feel it is unprofessional and the opinion of the blogger/tweeter, however misguided, is his own. In general … L’Espace is a 3 month old business with huge running costs. The initial business idea was based on the premise that most young, up and coming designers cannot afford the high rent and maintenance costs of a space like ours, hence the cooperative competition model. Unfortunately, should a designer be unable to cover the 50k+ sum plus commission, that is an indication that perhaps, the business is not quite ready to go past the incubator stage yet. Lastly, we are a growing business and try our very best to find a business model that works for all parties and will help our industry grow from where it really matters – commerce. We changed it a little to be more accommodating and we have been pleased with the results so far. We are understandably distraught that WSClothing Co will be leaving us momentarily, we wish you the best of luck going forward.”

The exchanges continued:

Finally, designer Wana Sambo of Wana Sambo Clothing sent a press release giving her side of the story on the dispute. . .

“On the 15th of Feb, 2012, Wana Sambo Clothing, a Womens wear brand, received an e-mail from L’espace, a multi-brand concept store/retail outlet located in Victoria Island, Lagos, Nigeria, inviting Wana Sambo Clothing to retail at their store through a new revenue model they were testing.

On the 22nd of February, an agreement was entered stating Wana Sambo Clothing was to pay the following to be a part of L’espace:

a) N50,000 as monthly rent
b) N15,000 as monthly service charge
c) Choose from either a 3 months or 6 months upfront payment option

Wana Sambo Clothing chose the 3months upfront option and paid the sum of N195,000 on the 1st of march, 2012.

Wana Sambo clothing started retailing at L’espace 15th of March and on the 17th of March 2012, a sales report ending 17th of March 2012 was sent to Wana Sambo Clothing with a total of sales for that week.

By the 28th of March, Wana Sambo Clothing received a 2nd sales report ending the 24th of march and it stated the amount of sales made that week with a new term added to it: a 20% commission being taken off sales. Also attached to that e-mail was an amended version of the first invoice WSC received which now had the total sales plus a 20% commission taken off it. This meant that a 20% commission would be deducted weekly. Once this e-mail was received, Wana Sambo contacted L’espace to query this new term/development as this had never been stated in any of our written or verbal agreements and L’espace replied saying (a quote from the e-mail) “…the 20% commission was not included in the agreement because we are still testing the new revenue model…” I asked them to put a hold to any payments into my bank account from sales until I get back into the country, as they were aware I was away for a period of time. L’espace replied me the next day with a contract termination notice, making mention of their assumptions that One Nigerian Boy, a fashion blogger, who is also my brother, was sanctioned by my brand to launch a “guerilla attack” against them on twitter.

First of all, It was not stated by L’espace at any point that I would be paying a 20% WEEKLY commission on sales after my rent and service charge had been paid in full. I run my studio at No 11 Augustine Anozie street, Lekki Phase 1, Nigeria, agreeing to retail at L’espace was a way of giving clientele another point of purchase and it seemed a smart way to push for the growth my business.

I would like to make clear that I, Wana Sambo of Wana Sambo Clothing can not influence the topic of Fashion Blogger(s) either as a sister or as a designer in the Nigerian Fashion Industry. Terence Sambo of ONB is a Fashion Blogger and he is within his rights to discuss whatever issues concerning/affecting the fashion industry as he pleases, I cannot ask him to not do his job neither can I tell him how to do it. Mentioning the Wana Sambo brand in a press release about his tweets when he clearly made no mention of Wana Sambo Clothing as the source of his information, simply because he is my brother was most unprofessional.

In reference to a portion of their press release, L’espace attempted to slander the Wana Sambo brand, making all sorts of insinuations about the brand’s financial strength and moneys already paid to them.

L’espace publicly terminated our contract without facts and without giving notice based on the terms of the agreement by both parties. Wana Sambo Clothing has upheld every part of the agreement and L’espace has no right to terminate the contract. L’espace on the other hand has constantly violated the terms of the contract agreement by firstly taking a 20% commission from WSC sales without prior notice, secondly on the same day sending an e-mail saying “Your stock will be taken off the shop floor at 11am today” and “we are more than happy to terminate.” (Please note that I received this e-mail after they had already issued out a press release.)

I sent L’espace an e-mail asking them to take down the press release as it was wrongly aimed but they still have not up until now, 30th March, 2012 at 1:53am. Wana Sambo Clothing has also not gotten a reply to the e-mail sent to L’espace addressing this issue.

I am not trying to be a whistle blower but for the sake of entrepreneurial spirit, I hope this issue can be settled more amicably as it has already been blown out of proportion.”

-Uduak Oduok

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Ms. Uduak Oduok is the Founder and Editor-in-Chief of Ladybrille® Magazine. An industry insider with almost two decades of hands on extensive experience in the fashion and entertainment industry, she is also a trial lawyer and has counseled a range of clients from musicians, models, actors and actresses to designers on numerous areas of the law including contracts, business law, fashion and entertainment law, copyright, trademark i.e. intellectual property law. She can be reached at (uduak@ladybrille.com) to share/pitch your Africa Fashion Law™ related stories with her. All other inquiries, please visit the www.ladybrillemag.com/contact for appropriate contact email.

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Fashionentlaw™ is the brainchild of Uduak Oduok (Ms. Uduak), an ex-fashion model and industry veteran turned Fashion and Entertainment lawyer. The law blog discusses hot topics in pop culture arising primarily out of the fashion industry.

As a legal practitioner, Ms. Uduak has seventeen years of experience counseling individuals and businesses within and outside the creative community. She has counseled designers, apparel manufacturers, models, photographers, retailers, graphic designers, musicians, public relations specialists, and athletes, among others, on diverse legal issues including business formation, licensing, trademark and copyright matters, contracts, intellectual property and contract disputes.

To arrange a consultation to discuss your case, contact her today at 916-361-6506 or email (uduak@ebitulawgrp.com).

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Twitter @uduaklaw

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