The duties and dangers of the "acceptable manuscript" clause in a book contract.
I
was once offered a book contract which
had an "acceptable
manuscript" clause in it which would have
permitted the publisher, after having received
my completed manuscript, to declare the manuscript "unacceptable" without
giving me an explanation or a chance to defend
myself, or to appeal the decision or remedy
any "flaws."
If the ms was declared "unacceptable," I
was to repay my advance in
full, at once. Furthermore, the clause allowed the
publisher to publish the manuscript in book form
(despite its having been declared "unacceptable"),
and to put my name on the cover and title page as
the author, and to use my photo for publicity purposes!
When I called the publisher, outraged, the response
was "It's a standard boilerplate legal form, and
everybody signs it."
Neither statement was true!
Needless to say, I didn't sign. What would be the point?
The contract allowed me nothing but the chance that
I might be paid something for my work.
Most guidebook publishers have "acceptable
manuscript" clauses, because most publishers
get burned now and then by authors who turn in truly
substandard work. I don't blame them for wanting
the clauses.
I've signed contracts with "acceptable manuscript" clauses
which gave the publisher sole discretion in deciding
if a manuscript was acceptable or not. I've done it
because of good, strong relationships with the publisher.
But I'd prefer that the "acceptable" decision
was to be done according to "general standards
of acceptability within the industry," and was
appealable to at least an arbitrator.
Most acceptable manuscript clauses provide for the return
of money (advances) paid to you. They shouldn't.
Both author and publisher are assuming risks when they
agree to begin a project. The publisher has placed
his confidence in you by accepting you as the writer
on the project. You are going to spend considerable
sums in expenses to get the work done. If you incur
those expenses in a good faith effort to do the job,
and if then for some unforseen reason the work cannot
be completed (war, revolution, natural disaster, serious
illness), or if the publisher capriciously judges your
work "not acceptable,"
it should not be your burden to indemnify the publisher.
Most of the time, if the work ends in disaster, the
author doesn't have the money to repay the advance
anyway, or has skipped town, or stonewalls. Publishers
rarely get their advances back (except if the advance
was huge, which it never is in guidebook publishing!),
so I don't know why they persist in irritating authors
with such I-have-no-confidence-in-you clauses.
The contract should also provide for these things:
-
A chance to bring an "unacceptable" ms up to acceptable standards, that is, the contract should require the publisher to set forth the reasons for which the ms is being rejected, and should allow the author a reasonable time to attempt to fix the flaws
-
Arbitration, that is, the publisher's decision should be appealable to an industry panel, an arbitrator, or a court
-
Return of all rights. If the publisher declares the work unfit to publish, he or she must return all rights—of copyright, of publication, etc.—to the author, and the terms of the contract should be null and void.