When is a contract not a contract?

When is a contract not a contract? And no, for once in my short, blogging life, this isn’t a joke and I didn’t get it out of a Christmas cracker. It’s a genuine and very worrying question, as anyone in the NHS or the education service who has been TUPED will tell you.

I’d always assumed that when two people – like an author and the publisher who is going to publish her book – sign a contract, that it’s a legally binding document, entered in to willingly and in good faith, as they say, with certain provisos on both parties but no real snags. It came as a profound shock to me when I discovered that the last contract I’d signed had suddenly become “an asset” and had been sold to another publisher I knew nothing about. I felt like a tatty coat or a down-at-heel pair of shoes, being offered for sale in a flea market. Very unpleasant.

So what was to be done about it? I put on my deerstalker hat and set about finding out as much as I could about both publishers, checking on the legal meaning of the words “contract” and “asset,” which as far as I can see were two completely separate things, and contacting as many other writers from the first company as I could. Along the way and with the help of the Society of Authors, I found a small innocuous sentence in my original contract “The expression ‘the Publishers’ as used throughout this agreement shall be deemed to include the person or persons or company for the time being carrying on the business of the said ### whether under its present or any future style… and the benefits of this agreement shall be transmissible accordingly.”  I have to confess, the first time I’d read it, I’d just skimmed through it and didn’t think it was important or even applicable. How wrong I was. Transmissible meant my contract could be sold.

In early December last year, the book seller reported that my publisher had “ceased trading” from the 1st of December. Not long afterwards and after nudging my editor, whom I’ve always been very fond of, I was sent the most peculiar letter entitled “Important Announcement” and containing the chilling information “We are delighted that our publishing assets including contracts and stock… have been acquired by the independent publisher ###” My forthcoming book which is due for publication on February 29th 2016, had become, according to the Oxford dictionary, “goods to enable a company to discharge debts or a property that may be made liable for debts.” In short, it had become a useful thing to sell, I still can’t get my head around the idea. When I see doctors rightly angry and holding up these huge and powerful posters, I know exactly how they feel.

I would love to hear from other authors to whom the same sort of thing has happened or is happening and to know what they think about it.