no written contract

[unisun]

hello,

i run an electronic publishing company in pennsylvania and desparately need advice.

several years ago i began a publishing partnership with a well-known scientist. the agreement was that we (my company) would do all of the production, management and other necessary work to produce a multi-media line of educational products based on the scientist's work. we would do the work and provided funds for the start-up. they shared in some of the startup and provided the content. now, three years later, we have a line of 4 separate audio cd's and a full-multi-media cdrom that we've published under our "agreement". problem is that the agreement was all verbal...only thing in writing are some emails back and forth. the "deal" was that it was understood that the author owns the "copyrights" of the content and that us, the publisher owns perpetual "rights to manufacture and distribute" these product and would pay an agreed-upon royalty schedule.

now, we're tens of tousands of dollars in debt and the relationship has gone sour. we've sold thousands of product over the years, but the startup just drove us into the ground. the "artist" is now demanding all the masters of our works, the cds', the artwork, everything... for next to no compensation!

all product have been issued and sold as with the both company logos on them... information listed as:

copyright (symbol)-year-author
publishing rights (symbol)-year-my company

the copyrights forms were filled out and submitted by my company acting as "agent' for the author all in the author's name.

my questions:

can they stop my company from continuing to manufacture and sell these products?

do they have any legal recourse for a copyright infringement suit?

am i protected at all for my years of investment and work?

please help... this is a mess.... we trusted in someone and i fear that we've just flatly screwed ourselves.

any help is appreciated.

thank you,
s.a. ettaro

 

[ALawyer]

ALTHOUGH YOU HAD NO WRITTEN CONTRACT, YOU DID HAVE, AND YOU OPERATED UNDER AN AGREEMENT. Of course as it is oral, the nature and content of that oral agreement is subject to dispute. The emails will be evidence of portions of the agreement, but are not likely to be conclusive.

This is a matter that can get very expensive to handle, and the next to last thing I assume you want is to go further in the hole.

While you could continue to do as you please and wait for them to sue you, and then you could counterclaim, or you bring suit for declaratory action against them now, what may make sense is an attempt to negotiate this out among yourselves. If you guys can't agree, try mediaition to see if there is a way to get a win-win solution. That, or private arbitration, would require their agreement and cooperation.

At the very least -- and before you meet with them or try to -- you should consult with a business lawyer and get some advice as to what the alternatives are, and get the lawyer's advice on an approach. It's worth a few hundred dollars to get some real legal advice, after the lawyer learns the facts and sees the emails and gets a sense of you as a likely witness!