Contracts Committee Alert – Failure to Finalize Contracts

The Contracts Committee has learned of recent cases in which a publisher did not routinely send authors a copy of the final contract signed by both the author and publisher.  The authors had made significant amendments to their contracts which the publisher ignored, publishing material in a format which the authors had crossed out in the contract they signed.  Our understanding is that the books were thus published without a fully executed contract.

Failure to return counter-signed contracts is a failure to finalize the contract and is not an acceptable business practice. A deal should not be considered final until the author has received the final, mutually agreed-to, counter-signed contract.

Remember that any changes to a contract by either author or publisher are counter offers, and counter offers must be agreed to by all parties for the contract to be valid; mere receipt of an amended contract by one party does not constitute acceptance of the new terms. While an email trail may be sufficient to prove acceptance of an offer if a dispute goes to court, a counter signed contract is ultimately the final word on the agreement between author and publisher. Authors should request a copy of the contract signed by both parties if they have not received one a relatively short time after returning their signed contract, and should always keep a file of all signed contracts and all correspondence related to the contract.  Electronic copies should be printed and filed.

SFWA Contracts Committee
August 24, 2018, 2018

Legal Disclaimer: The contract alert should not be understood to be legal advice.  The issues presented by aggressive rights grabs are complex, and if you are concerned about use of your material, you should consult a competent attorney familiar with the business of publishing as well as the law of the applicable jurisdiction for legal advice.