Contracts Lawyers for Minneapolis, Minnesota

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An indemnification agreement signed under duress may not be enforceable, but whether it can be voided depends on the specific facts of your case and the law in your jurisdiction. Contract law requires voluntary consent. If consent is obtained through coercion, the agreement is generally considered voidable by the party placed under duress. Legal Standard for Duress Courts recognize two main forms of duress. Physical duress involves threats of bodily harm and is the clearest ground to void a contract. Economic duress occurs when someone is pressured into signing due to wrongful or coercive economic threats. The threat of termination can sometimes qualify, but courts apply a high standard. They will look at factors such as whether you had any reasonable alternatives, whether the employer acted in bad faith, and whether the circumstances left you with no meaningful choice but to sign. For example, if you were told you’d be fired unless you signed immediately, with no chance to review the document or seek advice, that kind of artificial urgency could support a duress claim. On the other hand, if you were given time to consider the agreement and could have reasonably sought other employment, courts are less likely to find duress. Employment-at-Will Context Most states follow the at-will employment doctrine, which allows employers to terminate employees for almost any reason that is not illegal. Because of that, courts often treat workplace ultimatums as business pressure rather than wrongful coercion. However, the doctrine doesn’t give employers unlimited power. If the termination threat was used specifically to force you to assume liability for risks the employer is legally responsible for, that can be considered improper and may render the agreement voidable. Shifting Liability to Employees Indemnification clauses in employment contracts are closely scrutinized because employers generally bear the legal duty to maintain safe workplaces. Federal law under the Occupational Safety and Health Act requires employers, not employees, to ensure workplace safety. Courts in many states have refused to enforce agreements that shift liability for workplace accidents from the employer to the employee, especially if the employer is in a better position to insure against those risks. For example, California Civil Code §1668 voids contracts that exempt a party from responsibility for violations of law or duties owed to the public. Similar public policy principles apply in other states. Practical Challenges Even if duress can be established, you may still need to demonstrate that the indemnification terms themselves were unreasonable or unconscionable. Courts will often look at whether the agreement was one-sided, whether you had a meaningful opportunity to negotiate, and whether the employer sought to impose obligations that are inconsistent with public policy. Next Steps If you’re facing liability based on this indemnification clause, it’s important to preserve all evidence of how the agreement was presented to you. Keep records of emails, conversations, or witnesses that can confirm the circumstances of the signing. An employment or contract attorney in your state can evaluate whether the clause is enforceable, raise duress or unconscionability as defenses, and, if necessary, argue that public policy prevents shifting liability to you. On Contracts Counsel, you can connect with experienced contract attorneys who can review your agreement, consider the circumstances surrounding it, and guide you on your next steps.

Material Breach by Publisher – Right to Terminate:Ye s – under Texas law, if a book publisher fails to fulfill fundamental obligations under the publishing contract, the author (non-breaching party) may have the right to terminate the agreement. A material breach (a failure that goes to the heart of the contract) by one party allows the other party to end the contract and cease further performance. For example, if the publisher does not publish the book or fails to provide agreed-upon marketing/promotion crucial to the book’s success, that failure can be deemed a material breach of the publishing agreement. In such a case, the author can treat the contract as terminated due to the publisher’s non-performance. Texas courts recognize that when one party doesn’t “hold up their end of the bargain” in a significant way, the other party is relieved from continuing the contract. Contractual Termination Clauses: The specific written contract terms are critical here. Most publishing agreements are written and often contain provisions addressing default or termination. For instance, the contract might state that if the publisher fails to publish the book by a certain deadline or fails to pay royalties, the author can terminate and regain rights. Any such clause in the agreement will govern the termination process. Typically, publishing contracts include a requirement that the author give the publisher written notice of the breach and a chance to cure it within a specified time before the author can terminate. Texas law enforces these notice-and-cure provisions as written. Always check if the agreement has a clause like “Termination for Publisher’s Failure to Perform” or an “out-of-print”/reversion clause that triggers if the publisher isn’t meeting obligations. Notice and Opportunity to Cure: Before immediately canceling the contract, the author should follow any procedural steps required by the contract. Commonly, formal notice to the publisher describing their failure is required, along with a reasonable opportunity for the publisher to fix the problem. For example, if the publisher missed the publication deadline, the contract might require the author to give notice and maybe 30 days for the publisher to cure (publish or make arrangements) before termination is effective. This aligns with general contract principles in Texas – acting in good faith and giving the breaching party a chance to remedy can be necessary if the contract stipulates it. If the publisher fails to cure the breach in the prescribed time, the author can proceed to terminate the agreement. Grounds for Termination – “Failure to Fulfill Obligations”: Failing to meet essential obligations– such as not meeting publication deadlines, not printing or distributing the book at all, or not paying the author – typically constitutes a material breachin a publishing contract. If the breach “defeats the purpose of the contract” (for instance, the whole point was to publish and promote the book, and the publisher isn’t doing that), Texas law would consider it a substantial failure warranting termination. In one illustrative scenario, an author asked if they could end the contract because the publisher missed multiple release deadlines; the legal reasoning was that if timely publication was a key term, repeated delays amount to a major breach justifying termination. Likewise, lack of promised marketing support could be a breach if it significantly undermines the book’s success. The author should document how the publisher’s non-performance is a serious violation of the agreement. Remedies upon Termination: If a publishing agreement is terminated for the publisher’s breach, the author is generally released from any further obligations to that publisher and can seek remedies. This often means the author can keep any advance already paid (depending on the contract) and reclaim the book rights. The author may also seek damages for any financial losses caused by the delay or non-performance, though in publishing, usually the primary “remedy” is getting the rights back so the author can find a new publisher. Under contract law, the non-breaching party is entitled to be put in the position they would have been if the contract had been performed – in practical terms, the author could claim lost profits or opportunities if provable. However, many publishing contracts limit remedies, so it’s important to follow the contract’s termination procedure to ensure the rights revert to the author cleanly. In summary, yes, an author can terminate a book publishing agreement if the publisher materially fails to fulfill their obligations. Texas law treats a publisher’s significant failure (missed deadlines, no publication, lack of payment, etc.) as a material breach that can justify ending the contract. The author should invoke any applicable contract clauses, give required notice and time to cure, and then terminate if the issue remains unremedied. Once properly terminated for breach, the author is no longer bound by the contract and can seek appropriate remedies for the publisher’s breach.

I often go to my clients if they are in Houston or the surrounding areas.

When entering into any type of contract with anyone and about anything, one of the parties can include any terms they desire as long as the term is not illegal. If you signed the license agreement before the photographer completed the work for you, you will need to seek and obtain express permission to edit or alter the photographs. If, however, the photographer sent you the agreement after he or she completed the work, including sending you the photos, and you paying for it, the photographer can't make you sign a contract after the fact, and such terms would likely not be enforceable. If you signed the agreement before the work was done, and you alter the photos, the photographer could sue you for breach of contract, copyright violation, and perhaps a few other types of intellectual property claims. If you like the photographer's work, it's best to work out arrangements with him or her or the company, because you may want a good relationship with them going forward. Moreover, the photographer may have a better skillset in regards to editing the photos to meet your needs. Please note that I am not accepting new work until the end of October - I just wanted to answer your question; I'm turning down all offers of work at this time. I also do not engage in litigation any more.