Two seemingly simple aspects of a publishing contract are, nevertheless, often the subject of litigation. Authors need to examine the content of these clauses closely. In the typical book-publishing contract, the author agrees to deliver to the publisher a final manuscript which is then accepted by the publisher. Publishers’ contracts require that the manuscript be satisfactory to the publisher. This makes sense since the publisher is extending financial resources to publish the author’s work. In one recent court case, however, Joan Collins’ agent had been successful in persuading Random House to delete its normal clause requiring “manuscript in form and content satisfactory to publisher” and to replace it, requiring only a “complete manuscript.” The publisher deemed Collins’ complete manuscript unsatisfactory, but the court allowed Collins to retain the $1.2 million advance she received since she had performed what was required in the contract. Deletions of the satisfactory to the publisher requirement aren’t likely to be made very often. It’s not worth it to the publisher.
In looking at the delivery requirement in the publishing contract, authors need to look at several factors. When is the manuscript due? Is this date realistic? Make sure the contractually agreed upon format of the manuscript is submitted. Make sure you understand all copyright permissions and releases that may be enumerated here.
In examining the acceptance requirement, look at the specific criteria listed. Must the completed manuscript be satisfactory in "form and content” or at the "sole discretion" of the publisher? Can the publisher terminate the contract for a change in market conditions? How is the notice of the acceptance or dissatisfaction of the manuscript to be given? Does the publisher provide the opportunity for the author to edit the manuscript following it being deemed unsatisfactory?
In a nutshell, authors must provide a complete, satisfactory manuscript by a specified delivery date to the publisher. Publishers then will publish the author’s work upon acceptance of the manuscript. Authors must do all they can to submit a complete manuscript that is satisfactory to the publisher because the publisher's promise to publish an author's work and pay royalties is generally unenforceable until the publisher has received a manuscript it deems acceptable.
Note: This document is not legal advice and is not intended to be construed as such. Consult an attorney who works with publishing law for legal questions relating to your specific publishing issues and projects.
“In everyone’s life, at some time, our inner fire goes out. It is then burst into flame by an encounter with another human being. We should all be thankful for those people who rekindle the inner spirit.” – Albert Schweitzer
