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socrateaser
socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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BACKGROUND I have been helping a friend work on a book. Most

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BACKGROUND: I have been helping a friend work on a book. Most of our business arrangement was worked out verbally - the part of the arrangement that is in writing pertains to a percentage of revenues (should she sell the book) and name credits (co-published by, edited by). This document is in the form of a PDF signed only by me. There is a gmail email trail of most of the conversation that formed this "agreement" - but again, no signed contract. Moreover, I did not commit to financial responsibility for printing the book.

ACTION: The project ended up a mess - she rushed, I missed details, the book went to print with horrible typos. She paid for the printing - about $1,100. Now she's threatening to take me to small claims to recoup the money she spent (saying that the book is worthless and I'm responsible).
Submitted: 5 years ago.
Category: Business Law
Expert:  socrateaser replied 5 years ago.

Where there is no written contract, the parties are entitled to try to prove the terms of the contract in court. Where no terms can be ascertained directly from the evidence, the court can "imply" the existence of a contract from the parties' respective conduct.

 

Your stated facts could indicate that you were merely the editor and publisher of the other party's book, or that the two of you were partners with a joint interest in the outcome of the work, and joint liability for the costs.

 

If you were merely an editor/publisher, then your obligation would be to do a competent job -- in which case, your errors could be viewed as negligence and you could be held liable for the resulting losses that would be required from having to produce a second printing after re-editing the project.

 

Conversely, if you are partners, then you would have a claim against your partner for one half of the printing costs, and joint liability for any errors in the printing.

 

A third theory would be that you never agreed to edit, but only to publish the book, so the typos are not your responsibility at all.

 

The first of the above-described theories would leave you liable for the entire cost of the printing, the second for one half, and the third for nothing. Which one you should use to defend yourself depends entirely on the virtual "paper trail" that you've described. You need to examine that trail objectively and pretend that you are the judge, you know nothing about the parties before you, and then try to decide from what you have, which theory is the most likely.

 

This is what the judge will do, and it will give you the best answer about how to potentially settle the matter before court and how to set forth your argument to the judge, if you cannot resolve your dispute before trial.

 

Hope this helps.

 

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Customer: replied 5 years ago.
The percentage issue... the commitment was for me to take a 15% share of revenue. Is that a factor?
Expert:  socrateaser replied 5 years ago.

Everything is a factor, because the contract is up in the air.

 

A 15% commission could indicte that you are a partner with a right to 15%, however general partners are jointly and severally/separately liable for the entire partnership debt, making such an agreement poor proof of a partnership.

 

It could indicate that you were an agent, which would be bad for you, because an agency makes you a fiduciary with a duty to act in the highest and best interests of your principal (although, so does a partnership).

 

It could simply be an arm's length transaction, with you as editor/publisher, and your compensation tied to revenue. This analysis could make you liable for the typos and thus the $1,100.00. Your better argument is that your work was marketing related and that you were not hired to edit. That's the only way to absolutely avoid any liability.

 

 

Customer: replied 5 years ago.
Thank you for all your answers - I think they will help me frame my next actions. One last question -

She actually has denied that we ever discussed my being a "co-publisher" - I have this in writing from her. I'm also contemplating that I want my name removed as "editor."
From your answers, it seems that the first part (not being a co-publisher) works to my advantage. Moreover, if I can reduce my responsibility further (e.g., not being listed as "editor") and getting her to accept in writing. Correct?
Expert:  socrateaser replied 5 years ago.

Looks like a good plan to me.

socrateaser, Attorney
Category: Business Law
Satisfied Customers: 34857
Experience: Retired (mostly)
socrateaser and 7 other Business Law Specialists are ready to help you
Customer: replied 5 years ago.
Thank you.

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