News & Noteworthy

Authored - NJ Contract Law Update - Breach of Contract Claim Can Also Entail Copyright and Joint Venture Issues
MAY 02, 2013

Bradshaw v. American Institute for History Education, 2013 WL 1007219 (D.N.J. March 13, 2013), involved a failed "project" that entailed an employment arrangement; The nature of the overall intended business relationship between the parties was not detailed in the Court's Opinion. However, as discussed in prior Articles, it is not unusual for parties to take substantive steps under an intended contract that never formally comes to fruition; nor for an individual involved in a project to receive a promise of employment in connection with that project, in lieu of or in addition to any other consideration.

As also discussed in prior Articles, failed projects often give rise to unusual entanglements. Here, the principal legal entanglements seem to have been the question of copyright in the plaintiff's material that would have been part of the intended projects, and whether certain specific conduct constituted copyright infringement. Although most of the Opinion's details are irrelevant to the present analysis, it was apparently claimed that defendants may have (1) learned of some of plaintiff's particular teaching materials during the negotiation of the venture, and (2) infringed on those materials in certain ways.

The morals of the story (without commenting on the specific facts in Bradshaw, which are only partially revealed in the Court's Opinion) are these:

  1. An unsigned contract does not necessarily mean that there was no business relationship between the parties.
  2. Be mindful that other areas of the law may be implicated in a contract dispute. Here, the principal such area was copyright law.
  3. Consider the structure of the failed venture. For example, could it be characterized as a joint venture; and is it possible that the joint venture was already underway by the time negotiations fell apart, even if nothing formal was signed? Remember from prior Articles that joint venture law is extremely flexible.
  4. If you see that specific materials are published that may have something to do with a failed or contentious venture, consult a copyright expert (attorney) in evaluating that issue.
  5. Caution clients that substantive materials should never be exchanged prior to contract execution, except perhaps under a clear-enough confidentiality agreement. Such an agreement (a) must be tailored to the circumstances; and (b) in at least some cases, should expressly recognize intellectual property rights.

Contact & Legal Disclaimer

Clark Alpert is the author of Guide to New Jersey Contract Law, published by the New Jersey Institute for Continuing Legal Education, originally published in 2007 and updated in November 2011. His updates on New Jersey contract law are based in recent issues and practical methods for addressing similar situations in your practice or business. They are not intended to serve as legal advice. Clark welcomes your questions and comments.

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