Entertainment Law Editing and Proofreading Services

Thirty-five years after a grant is signed, the author can take it back. That is not a drafting failure or a loophole; it is how the statute is built, and it means the documents signed on a film or a record in the year a project starts are read again by somebody, in earnest, decades later. Between now and then they will also be read by a financier, a distributor's counsel, an insurer issuing an errors and omissions policy, and whoever is buying the catalog. Every one of them is looking for the same thing: the place where the chain does not join up.

Option and purchase agreements make up much of the entertainment work that reaches us. Writer, director, performer and crew agreements arrive with them, along with production and co-production agreements, distribution and licensing deals, and music synchronization and master use licenses. Chain-of-title documents, clearance and release forms, credit provisions, and the notices that go with a termination or a recordation come through the same files.

Chain of title is a documents problem before it is a legal one. What a buyer's counsel does is lay the papers end to end and look for a gap: an option that lapsed before it was exercised, an agreement signed by one side only, a composer engaged by email with nothing assigning anything, an entity named one way in the assignment and another way in the corporate records. Copyright law makes the writing itself the operative act rather than evidence of one: a transfer is not valid unless there is an instrument of conveyance in writing, signed by the owner of the rights conveyed.¹ A gap is therefore not a paperwork irregularity to be cured by explanation. Checking the stack is mechanical: every title against every other title, every entity name against the one in the signature block, every date against the date recited elsewhere, and every document the chain-of-title opinion says exists against the document actually in the file.

Recordation adds a requirement about the writing that is easy to fail by accident. Recording a document in the Copyright Office gives constructive notice of the facts stated in it, but only if "the document, or material attached to it, specifically identifies the work to which it pertains so that, after the document is indexed by the Register of Copyrights, it would be revealed by a reasonable search under the title or registration number of the work."² A document that describes the property as "the Work" throughout, defining it only in a schedule that names it differently, has not identified anything a searcher will find. Whether to record is counsel's decision. Whether the document says the title in a form a search would surface is a question about the document.

Work made for hire in this field runs through a list, and film work sits on it explicitly. The statute covers work "specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work", and eight other categories, but only where "the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire."³ Agreements routinely recite the status without the recital being in a signed instrument, or describe the deliverable in terms that do not answer to any category on the list, or use work made for hire in one clause and assignment in another as though they were alternative words for the same thing. They are not, and a document that uses both has two accounts of who owns the material.

Termination provisions are where the long horizon becomes a drafting question. A grant may be terminated during a five-year window beginning at the end of thirty-five years from execution, and the notice "shall state the effective date of the termination, which shall fall within the five-year period."⁴ Dates therefore carry weight far beyond the deal: the date of execution, which starts the clock, and the date of publication, which starts it differently for some grants. An agreement that records execution loosely, or that leaves two different dates in the recitals and the signature page, has created work for somebody in 2061. Which date is correct is not ours to decide, and where a document carries two, both come back.

Credit provisions generate more argument per word than anything else in these files. Size relative to title, position in the roll, placement in paid advertising, the exclusions, and the tie to a stated percentage all have to be stated once and stated the same way in the writer agreement, the distribution agreement, and the delivery schedule. They frequently are not, because each was drafted separately and each is defensible alone. Somebody's representative will check the result frame by frame, and the document that says something different from the other two is the one that produces a claim.

We do not negotiate and we do not advise. What rights are granted, whether a chain is sound, whether a work qualifies as made for hire, when to record, and what credit to concede are decisions for the parties and their counsel, and they reach us made. We do not change a term, a percentage, a date, or a definition, and we do not close a gap in a chain by inferring what a missing document would have said. Where two documents in the stack disagree, both are set out and the drafter settles which is right.

Everything sent to us is confidential, including unreleased projects, unexecuted drafts, and material about people attached to a production that has not been announced.