Negotiating a licensing agreement
What happens when you negotiate a deal with a company and then the person you spoke to leaves and their successor tries to back out or change the terms? Can you still hold the company to the agreement?
Recently, a writer contacted Arts Law for advice about obtaining permission to use a poem in her novel. She had had a lengthy email correspondence with the author’s publishing company some months ago and had obtained permission to use the poem in her novel. Or so she thought… When a formal contract did not follow as expected, the writer again contacted the company and found that the representative she had been negotiating with was no longer working there. The writer explained her understanding of the licence arrangement to a different representative who denied such an arrangement existed and offered vastly different and unsatisfactory terms to what had been agreed to initially.
Arts Law reviewed the correspondence between the writer and the company and provided advice to the writer on whether a binding contract existed and her options. Arts Law advised that there was a good argument that the first representative had the authority to grant a licence to the composer on behalf of the company and that a legal agreement had been reached allowing her to use the poem. However, as in all cases where a party is relying on emails and conversations rather than a clear written contract, there were risks in simply relying on that agreement without getting some sort of confirmation from the company.
Arts Law suggested that rather than just negotiating a new deal with the new representative, a practical option was to write a firm but not aggressive letter to the publishing company asserting the terms of the original agreement and her reliance on those rights, and wait for their response. Alternatively, the writer could negotiate a new deal with the second representative. The writer drafted a letter with the help of Arts Law and this led to an agreement with the company on terms she was happy with.
The following Arts Law resources may be of assistance in your licensing negotiations:
