Blogging Antithesis: Day 1

Blogging Antithesis: Day 1

I wasn’t supposed to start work on Antithesis book 3 until I finished Suave Rob 3, but as I sat down to write this afternoon I found that recent events had pushed me into a distinctly Joss-Kyle-ish headspace.

So, after fighting with things for a little while, I decided to roll with it, and I opened up my document full of notes and half-scenes, and read through a bit.

I’ve written the beginning of this book eight times now, only to discover, each time, that it wasn’t the beginning I was writing. One of them was the opener to book four. One was the closing scene of book 3. Others are all key scenes that will appear throughout book three.

The opening, though, kept eluding me, until, as I was reading through, I realized that I’d been forgetting a major part of the universe this whole time. A piece that I had sitting off to the side that needed to come into play.

Wound up being a short scene, but it feels like the right opening for the book–and, I got enough of it done that I might just be able to jump back to Suave Rob 3 tomorrow. We’ll see.

Opening word count today: 11494
Closing word count today: 12247

Principles of Contracts: Material Interest

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Previous chapter: You CAN Fight City Hall
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I was beginning to think I’d never return to this series. Please bear in mind as you read the following that I am not a lawyer, and none of the below is legal advice. These are thoughts on business as it relates to contracts, based on my experience and the experience of others whose business affairs I have been privileged to be allowed access to. Always consult a proper lawyer when in any doubt about the language in a contract (or when not in doubt–language is sneaky).

A couple chapters back, I talked about the importance of being able to say “no” and walk away from a deal that you weren’t happy with. Recently, I was reminded of some interesting and more obscure reasons that might motivate a person to walk away from a deal that they otherwise really wanted to do.

Today, the obscure reason on my mind is what the IRS calls “Material Interest,” which is what a person has in a corporation when they own a significant percentage of the stock (I think it’s 20%, but I’d have to look it up) or holds a position as a corporate officer, or sits on its board with a certain percentage of governing power, etc.

It’s a useful concept to bear in mind when negotiating deals that include sublicense-ability, because both people and corporations (which, for legal purposes, are separate people) can have material interest in other companies than the one you’re negotiating with–and this material interest creates an opportunity for the unscrupulous business partner to really screw you over.

Straw Buyers and Self-Dealing
Let’s say you have a book, and you’re selling the publication rights to a company. Those rights will usually include the right to sublicense those rights–for example, if Big Sound Company buys your audiobook rights, they will probably get with it the right to sublicense the audiobook they produce for broadcast, or streaming, or distribution through any number of other channels. This is normal–in fact, in most businesses, it’s an essential part of making the deal financially viable for the producer/publisher/distributor, especially in an age in which the actual form of a property shifts several times through the distribution chain.

Now, if the license to produce is a “clean deal,” meaning you’re paid a flat fee up front, with no royalties due, there’s no problem. But if it’s a royalty-based deal, then there’s an enormous opportunity for mischief that can screw the creator out of any and all royalties due. It’s an old scam, and it’s been done before. It’s called “self-dealing” and it’s kissing cousins to “straw buying.” It can amount to a kind of fraud, but one that’s difficult to enforce due to the great latitude that contract law provides for people to set the terms of their own demise. Since minimizing ambiguity and wiggle room is a good approach to take when constructing a contract, writing language that explicitly prohibits it in the contract ain’t a bad idea.

Here’s how the scam works.

Bob the writer sells the rights for his book to Major Printers and Publishers Inc.
MP&P buys the right to produce and distribute the book in hardback, paperback, ebook, and audiobook formats. It will pay Bob a royalty for every unit sold, as per the royalty schedule in the contract. It also has the right to sublicense those rights to other publishers if it wants to. If it does sublicense, then Bob gets a percentage of the sublicensing income.
This is all standard, seems totally worth the trouble. Bob signs the contract.
Except that MP&P’s audiobook division, and their paperback division, and their ebook division, are all subsidiary corporations. Legally, they are separate entities.
Now, MP&P, wanting to make a good amount of money on the deal, sublicenses those rights to its subsidiary corporations for $500. Bob gets his cut of the $500.
The book then goes on to be a bestseller, selling gazillions of units in all those formats that were sublicensed—and Bob is not legally entitled to any of the fortune that his work is generating.

This happens all the time. It even happened to a guy named Bob (I’m not telling you which Bob, because I can’t remember the reference, and so am not going to publicly slag off the particular major corporation that screwed him).

One recent incident of this sort that I can talk about involves Harlequin, which attempted to avoid paying its authors properly by sublicensing rights to a sister company. In this case, Harlequin was forced to recompense the authors because the authors were able to prove self-dealing. Here’s how it went down (quoted from the above linked article):

That said, the authors including Barbara Keiler, Mona Gay Thomas, and Linda Barrett nonetheless get a huge victory because the 2nd Circuit decides to reverse the opinion of the lower court, with regard to a claim that the licensing fees that Harlequin Enterprises paid to its subsidiaries are not equivalent to “the amount reasonably obtainable from an Unrelated Licensee.”

So, the authors won some measure of relief–but it took them a long time, and it took an appeal upwards to the 2nd Circuit, which means this process took years and cost massive amounts of money to prosecute (most likely paid afterwards on contingency, but it’s still a lot of money and heartache to get relief from a bad contract.

Far better (in my opinion) to provide, up front and in ink, that sublicensing deals in which the fiduciary party (i.e. the publisher) has a material interest (or, in the language of the court above, the licensee is a related entity) must not be used to circumvent the fiduciary duties laid out in the agreement.

Learning the Principles of Contracts, and protecting yourself in negotiations, requires learning how innocent, reasonable language can be used against you by the heirs, assigns, and future custodians of the company/person you’re doing business with, and limiting those avenues through your contract language. Educate yourself–and, whenever you can, run your contracts by a competent lawyer.

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Next time: Horse Trading (how to deal with impasses).

If you find this post useful, please consider donating to the tip jar, subscribing to my Patreon, or buying a copy of any of the books you’ll find listed in the sidebar. Writing is how I make my living–I enjoy it and would like to keep it up!

New Posts on the Nanocast

Updating after a woefully long absence…

NaNoWriMo Every Month, the daily podcast about leveling up from a hobbyist to a pro fiction writer, has taken on a life of its own. After two months and change, it’s still going, with daily updates that I drop in blocks as people send in questions. We’re getting into some fun territory where writing craft crosses over with autodidacticism, arts, culture, and business, so if you need a short daily dose of me to keep your brain appropriately weird, definitely subscribe (see the right sidebar) or head on over and listen on the webpage.

We’ve currently got another eleven daily episodes queued, and I’m recording another block this weekend. Don’t miss out!

More posts in the next few days. Lots going on.

Dark Justice — THE FINAL MOMENTS!

Time’s just about up to get Dark Justice, and if you like mysteries, this is one you don’t want to miss. The variety of scenarios and venues are astonishing, the quality of the writing across all the books is fantastic, and the price is amazing.

With the holidays coming up, a lot of you are going to be on planes and in cars–or hiding from relatives–for long stretches of time. These books are all punchy reads, the kind that suck you in and let you shut out the world, only to leave you gasping when you resurface.

As of this posting, you’ve only got eight hours left, so go over now. Don’t miss out on this year’s best crime fiction bargain!

The Next Ten Thousand Hours, Episode 7

This week on The Next Ten Thousand Hours, Kitty flies solo!

Within you will find:

Kitty talks about sanity & solitude.
Reading: Excerpt from Suave Rob’s Double-X Derring-Do, read by Dave Robison
Kitty’s Corner: Holidays According to Kitty

And remember, the Dark Justice crime bundle (featuring And Then She Was Gone, and many others) is available until Nov 19- don’t miss out!

That’s it for us this week. We hope you enjoy it as much as we enjoyed making it!

Dark Justice Audio!

The Dark Justice storybundle (which you can find by clicking on the link, or the banner at the top of this page, or the image at the bottom of this post) is entering the home stretch, and we’re still trying to spread the word. If you have a podcast, a blog, a facebook page, a tumblr account, a twitter account, or any other sort of obsession that might touch fans of nail-biting dark mysteries, now’s the time to spread the word.

Bring them the images. Bring them the audio.
Bring them Dark Justice!

NaNoWriMo Every Month!

Well, my new podcast about using NaNoWriMo to go pro is off and running over at NaNoWriMoEveryMonth.com.

It’s also now available on iTunes. The feed links are in the right sidebar–or you can just grab them here:


Currently, it’s running every day, and will continue to run every day, through about the third or fourth of December—and there will be some bonus episodes along the way. When I get to the end, I may discover more topics worth having a go at, and if I do, I’ll add more at that point.

Anway, if you’re doing NaNo, or thinking about it, or just wondering how you can get yourself up to the point where you’re writing every day–or if you want to know about how I do what I do–come on over and have a listen. Each episode runs 3-5 minutes, and I have loads of fun doing them.

In the meantime, remember, you’ve only got two weeks left to get the world’s coolest mystery bundle. 10 top shelf mysteries for one low price, with a full range of voices and talents from the relative newcomers (like me) to people who helped define the genre (like Lawrence Block). If you like dark chewy stories that’ll twist you up in knots, this is the one for you. Get it now at Storybundle.com!

More cool news coming soon!

Mysteries Galore (and A New Podcast!)

Well, it’s that time again. Time for podcasts of all kinds. This weekend will see a new Next10k and next weekend will see a new Antithesis episode.

But today’s news is bigger than that, and its twofold.

Dark Justice

First, the inaugural Clarke Lantham Mystery, And Then She Was Gone, is in a kick-ass bundle of dark chewy crime novels called Dark Justice.
Ten books in this bundle, by the likes of Lawrence Block, Kris Nelscott, David Delee, Julie Hyzy, Rebecca Cantrell, Dean Wesley Smith, Libby Fischer Hellman, Patrice Greenwood, and Melissa Yi. Top line mystery writers and up-and-comers, ten excellent books in all all, for a Name-Your-Price price. Click on the link below to see it all, and get the molar-bruising goodness in a raft-load of beautiful DRM-free ebooks!

There ain’t no better way to celebrate Halloween then letting the ten of us scare the living crap out of you with killers, plots, and conspiracies plausible enough to keep you up at night watching the window and listening for strange noises.

Grab it now. Click on the picture. You know you want to!

NaNoWriMo Every Month!

Every year I get asked what I’m doing for NaNoWriMo. This year, I have an answer.

I’m doing a new daily podcast about using NaNoWriMo to seriously level-up your writing career. The cast is called NaNoWriMo Every Month, and it’s podcasting now. Check it out!

Blogging Book 3 (Antithesis/Mannix)

So, I’ve got a big book in front of me. One that I’ve been avoiding for years because, frankly, I’m afraid of it.

When I finished writing Free Will (soon to be The Vindicators), I was exhausted. Elated, happy, triumphant, yes, all of these. But exhausted, too. I’d never written anything so long, so complex, and so multifaceted. I needed a few days off, and I took them. And then I made my big mistake.
Continue reading Blogging Book 3 (Antithesis/Mannix)

HyperDognomics

This is the final post in a series about how my recent search for the perfect pup perpetuted an intellectual penetration into the hidden and varied economics of the marketplace for dogs and puppies in the different regions of the west coast. If you’re joining this series in progress, you may want to catch up by reading Dogonomics and SuperDogonomics first.

To Buy a Dog
When the market offerings are thin, and the prices of dependable supplies of the breed you want are super-expensive, you can do a few things. You can head to another state. You can try to get a dog through the friends-of-friends network. Or, you can become a Craigslist sniper.

I opened tabs for each and every humane society and animal shelter within day-trip distance. I opened tabs for the five Craigslist sub-sites for western Oregon. I stuck them all on my secondary screen, and I refreshed them every hour (okay, fine, every fifteen minutes or so). Every time I found a lab mix, I sent an email, made a phone call, or sent up smoke signals. I didn’t get anywhere with any of them—even thirty minutes after a listing was too late. The dogs just kept disappearing as fast as they came on the market.

And then, I got lucky. Appropriately enough, it happened the day after I wrote the first Dogonomics post. I happened to refresh the local animal shelter’s page a minute after their daily update, and there, starting me in the face, was a gorgeous, smiling, six-month-old shep/lab mix. All black, with little white patches on her chest, and all smiles.

I was on the phone in a flash, asking all the important questions. Was she cat-aggressive? No. Dog aggressive? no. Kid aggressive? No. But she was really hyper and excitable, still needed a good amount of training, and would be a handful till she made it out of her teenage years.

Excellent! Can you hold the animal for me? I have to put my car back together, and I’ll be down in an hour. A fee, you say? Five bucks? I can deal with that. Here’s my card number! Take my money! Hold that pooch!
Continue reading HyperDognomics

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