In the world of publishing, satisfaction clauses present a bit of a double-edged sword. In theory, they’re meant to protect the publisher, who may have gone out on a limb accepting a manuscript that needed heavy work. Many manuscripts hold significant potential but need a fair amount of guidance. This can be tricky, however, since any developmental edits made are merely suggestions, and therefore an author may not end up implementing them. Satisfaction clauses can be a way for a publisher to ensure that they will get a return on their investment. However, these kinds of clauses often hold a level of subjectivity that make them controversial in the publishing industry, and not everyone chooses to use them.
Satisfaction clauses are not unique to publishing; in fact they are used in many industries as well as in the freelancing sphere. Essentially, any situation in which payment or financial success is contingent on a subjective job well done is somewhere you might find this type of clause. In publishing, a satisfaction clause typically states that an acquired manuscript must be edited to sufficiently reflect the publisher’s financial interest in order to make it the most marketable book possible. While this is reasonable for the publisher as a business, the controversy arises in how ambiguous these standards are, as well as creating a concern that the soul of a book is traded for its potential profit. Ideally, a good editor will not be one who is only financially motivated but one who can balance both the interests of the press and of the manuscript. The assessment of whether or not a satisfaction clause had been met has, in the past, been left entirely up to the publisher’s discretion, creating an uneven playing field.
Indeed, according to publishing law, “For decades, courts refused to examine the motivations of publishers when they invoked the satisfaction clause to terminate a book contract.” This began to change in the ’70s, but the dial moved even more firmly in the ’80s through the case of Harcourt Brace Jovanovich v. Goldwater. In this incident, the publisher, Harcourt, rejected Goldwater’s manuscript nineteen months after the $65,000 advance was paid, without giving editorial feedback or an opportunity to revise. The courts successfully ruled that this was unjust invocation of the satisfaction clause, and subsequently, the clause began to be examined more closely.
The issue remains, however, that publishing a book is a very risky business. The author is paid up front, and there’s almost no way to truly predict how a book will do in the market it’s released into. Publishers have to rely on comp titles and profit and loss sheets to project their earnings. In this sense, a satisfaction clause seems sensible for small publishers with more limited resources than the Big Five.
The question then that arises is how can these clauses be implemented ethically in a way that’s fair to all parties? As an acquisitions editor, my view is that if a press is to acquire a manuscript that will require some heavy-duty work, we should collaborate with the author prior to contract signing to create objective, agreed-upon goals to work toward in the developmental edit. These stipulations should include clear, actionable suggestions for revision. Once those are established, the contract can be signed and a developmental edit will go on as normal. Should the clause need to be invoked, there will be a solid place for both the publisher and author to refer back to.
While satisfaction clauses serve a purpose in publishing contracts, they can be a source of tension, particularly when they are overly subjective. Authors need to be aware of the potential risks and ensure that their contracts provide clear expectations and opportunities for revision, while publishers need to ensure that they are not invoking a clause unjustly. By creating objective, measurable goals and giving plenty of feedback, publishers can work to apply these types of clauses more ethically, and both the author and publisher can be protected.
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