DisneyMustPay Alan Dean Foster | Hacker News Reader

DisneyMustPay Alan Dean Foster

sfwa.org

993 pointshealsdata279 comments

> The larger problem has the potential to affect every writer. Disney’s argument is that they have purchased the rights but not the obligations of the contract. In other words, they believe they have the right to publish work, but are not obligated to pay the writer no matter what the contract says. If we let this stand, it could set precedent to fundamentally alter the way copyright and contracts operate in the United States. All a publisher would have to do to break a contract would be to sell it to a sibling company.

That’s insane. If this were to hold up then any royalty obligation could be shuffled off to a shell entity?!

It's the same for warranties. I was lucky when I replaced my HVAC system in that I got a manufacturer's warranty. A coworker who did the same six months later got a vendor warranty. Then my company and his company sold out to a third one and suddenly nothing was covered because the third only bought the assets of the first two companies.

I was able to get my heat-exchanger covered but not the labor because, oddly enough, their labor cost for me suddenly increased by the amount Goodman specified as usual and customary and that's saying nothing about scheduling fees and truck-roll fees (and convenience fees for paying with a card, and a "collection" fee while I argued with them about all the insane fees).

His heat-exchanger (also a Goodman) wasn't covered and he ended up just straight up eating a 3.5k repair bill.

He and I both submitted paperwork to the state attorney general's office but the company "changed management" to the dude's wife and that restructuring meant we were SOL.

> He and I both submitted paperwork to the state attorney general's office but the company "changed management" to the dude's wife and that restructuring meant we were SOL.

Is the "dude" here the state attorney general, or someone else?

Dude is the owner of HVAC company #3.

Not just royalty obligations, you could apply this principle to any corporate acquisition and say that you're merely acquiring the assets and have no interest in acquiring the liabilities.

This is by no means a novel idea; the concept of fraudulent conveyance is frequently litigated: https://en.wikipedia.org/wiki/Fraudulent_conveyance

If corporations are entitled to some of the rights of persons, then I'd like some of the rights of corporations.

I'll take the asset of my house, without the liability of the outstanding mortgage balance.

You probably also want to be able to deduct all of your expenses from your taxes.

you declare your daughter a consultant and deduct all the money you pay to her as consulting fees. She uses the money to get haircut, lunch, dresses, etc. and deducts it from her consulting income as business expenses.

And her mom is a hair stylist, cook, and seamstress.

In the UK, had an accountant who did something similar for us. Want to avoid a bunch of taxes on large landscaped property? Get a few cows and goats and classify it as a "farm" property. Transportation charges and date-night dinners? Business expense.

Western tax laws were a joke to me as an outsider, heavily geared towards the haves. But hey, I was contributing to the economy too.

fakedang, that won't survive an HMRC audit.

Don't know about the UK, but at least in Canada setting up a fake farm is easy and popular https://www.bclocalnews.com/news/too-easy-for-fake-farmers-t...

Easily did for 4 years. A lot of it was perfectly legal as long as it wasn't overboard (funding grocery shopping as business expenses for example), wasn't recurring and wasn't too high without reason (funding your wedding as a business expense for instance).

The UK tax laws are a joke. As told to me by multiple HMRC auditors, and my accountant (who is funnily a former HMRC auditor). The US' laws are an even bigger joke. After incorporating on the mainland, I've found that Swiss/Liechtensteiner/Luxembourgian tax laws are actually pretty decent and exacting, in spite of them being criticized as a tax haven and all.

Also, was neighbours with a ton of Arab guys in Knightsbridge who used to offset the risk of being caught (since they were into active money laundering), by donating to the Tories. Disgusting, but it is what it is.

Gotta be careful with that sort of thing these days, HMRC has pretty strict rules on stuff like dinners and entertainment expenses. One of the rare positives of a decade of Tory rule is that they know all the tricks their chums are using, so they know how to close a few loopholes whenever they need more pennies in their coffers. But yes, some dodging is still fairly trivial.

From what I know of the Tories (since I've attended quite a few B&Ws) and even Labour (whose conventions are such a mind-numbing affair in comparison), they never touch donors. I found it quite funny that I could buy access to UK ministers for a pittance, while if I had to do the same in India, I would have had to consistently fork over a lot more and sell my kidney along with it. It's funny how you could get access to the PM for just 50k GBP a year, even less if it's a Labour PM, or how you can get access to Rishi for 25k GBP a year. It's also the reason why a lot of donors are Russian or Arab.

> It's funny how you could get access to the PM for just 50k GBP a year, even less if it's a Labour PM, or how you can get access to Rishi for 25k GBP a year. It's also the reason why a lot of donors are Russian or Arab.

If you could actually buy anything but an ear for your complaints access would be a great deal more expensive. That’s not to say this petty corruption of the democratic process is right but it’s like how a Russian would burst out laughing at the idea of a politician with bricks of cash in the freezer. In Russia the Chief of Police lives in a palace he obviously can’t afford on his salary and it’s very public, not something he tries to hide. In the US or UK if you have a freezer full of cash the police are going to get you eventually.

Take no small or secret bribes.

I wasn't talking of bribes, but Leader's Group and Treasury Group. Donations to parties are more than enough to move mountains.

Does move mountains mean something illegal or does it mean you can get a minister to get a civil servant to look at something? Because £50K a year will pay for a journalist/PR person who can also eventually get a civil servant to look at a thing. Access isn’t corruption, even if it is unfair.

If you mean form a cohort with other like-minded donors to influence policy, yes. Does it mean tiny favors here and there from time to time? Yes. Does it mean you can expedite yourself into a citizenship? No.

My dogs featured in a viral YouTube video and generated some income. I asked my CPA if I could deduct my dog food expenses. He said no. But I mean, if those dogs don't eat, they don't keep generating viral content!

huh! i'm in no way a CPA, yet my understanding from just occasional reading of the 1040 instructions is that in US you can deduct hobby expenses from that hobby income, it is just that the expenses can't be more than that income (for the expenses to be more than income it should be a "business", not a hobby. I personally find it pretty funny, something like a joke Q:"guess what is the difference between hobby and business?" A:"if you lose money than it is a business, if you make the money - it is a hobby!")

Just going to set up a double Irish with a Caiman sandwich to avoid paying any taxes.

No imagination.

I'm going to be a film company, get paid millions to work in different places, then have exactly zero profit when all is said and done.

Anne McCaffery lives in Ireland because royalties are taxed at a preferential rate.

Artistic output is exempt from income tax (https://www.citizensinformation.ie/en/money_and_tax/tax/inco....)

Only up to a small amount yearly now. It used to be everything but they changed it a decade ago.

Worth nothing that this 'small amount' is 50,000 euro. Which is almost double the total income of the median fine artist or writer.

Sources:

Exemption - https://www.citizensinformation.ie/en/money_and_tax/tax/inco...

Writers salary - https://www.irishtimes.com/culture/books/the-500-a-year-care...

Artist salary - https://www.glassdoor.ie/Salaries/artist-salary-SRCH_KO0,6.h...

Sure, but for Anne McCaffrey/many famous authors who moved to Ireland it's a really small amount.

I agree with the cap, as people earning more than 50k p.a. from their arts don't need it.

As a writer I do too. There are many issues with the scheme, primarily around the elements of 'writing' which are technically essential to making a living (teaching, talks etc), but not covered in the requirement that income be primarily from writing. That said, it shouldn't be an excuse for very wealthy people to use Ireland as a tax haven. We already get enough of that with the corporate tax rate.

I'm honestly quite surprised that someone hasn't already set up to offer "Tax Havens As A Service" long ago. Click a button, pay $100, and you're incorporated in what's commonly known among the .01% as a "tax-proof structure". Why hasn't this been done yet?

Like most "exploits as a service", this only works if your volume is small enough to not make it worth shutting you down. The 0.1% get their privileges by being small in number and well-connected enough to deal with legislative retaliation. Once everyone starts bending the rules the rules bend back.

This happened in the UK: it was very common for IT contractors to set up companies to get preferential tax rates, until the "IR35" reforms targeted that. Lots of the Crown Dependencies and Overseas Territories make their livings from tax avoidance; the Paradise Papers caught out a lot of celebrities using their services. https://www.theguardian.com/news/2017/nov/14/after-successiv...

Look down https://thebanks.eu/compare-countries-by-banking-sector and do a rough division of size of assets by size of country, and you can estimate which countries have the biggest tax avoidance industries.

Nearly a trillion Euro sitting in the Cayman Islands? Bank soundness "n/a"? Seems legit.

Jersey (pop 97,000) and Guernsey (pop 67,000) more assets than Romania (pop 19,000,000)? Seems legit.

I don't think it's solely/mainly a question of volumes/numbers and being sufficiently well connected, though no doubt it is a factor. In my experience the 0.01% are privileged to play by the book, but have an advantage over the rest of us in having access to a whole library of books to choose from, and the money to hire experts in book-selection and lackeys to manage the whole affair on a day-to-day basis. That's the stuff a Tax-Haven-As-Service outfit would have to solve behind the scenes.

Most of these tricks involve entities-in-cahoots across multiple (usually at least three) jurisdictions, so I imagine it might take quite a LONG time before the various legal authorities in all relevant jurisdictions get sufficiently coordinated to have effective regulations in place. The evidence that this is the status-quo is that it exists, and has not, to date, been "solved" by any one government. Unfortunately it's just too expensive a solution to justify itself for us proles.

eta: Also Alderney (pop. 2000-ish)

I have looked into what it might take to pull off some of these tax avoidence strategies for an average, upper middle income person. And the issue isn't just the knowledge, it's that you need a certain size before things actually start to meet the threshold of what the IRS and other foreign tax agencies consider legitimate.

One specific issue I remember running into was the strategy of offloading intellectual property to an offshore entity.

That entity needs to have staff and be at least doing something in regards to the business. I don't think you could get by just having an employee less or even shared entity holding the intellectual property. Because just an empty shell company is going to be seen purely as a tax avoidance play with no other purpose.

Yes! I remember that being suggested in the Panama Papers discussion and adding that it’s an ideal startup idea.

https://news.ycombinator.com/item?id=11418909

Question still remains: why hasn't it been done yet? ;)

Yeah I'd love to know the experiences of anyone who has explored this.

Edit: Ah, one thing I didn't think of in my praise of the idea, is that this services doesn't give you a moat -- anyone can copy your forms, structures, etc. for getting the scheme set up.

A guy here in Aus does pretty much that.

https://inqld.com.au/insights/2020/09/22/how-a-gold-coast-je...

You jest, but as an unincorporated sole proprietorship (aka if you do random freelance work on the internet without making a company) you can deduct all your business expenses (including the part of your apt rent that you used for doing the profit making activity) just as a normal individual.

Sadly (or not), the deductable changed and it's not as worthwhile unless you really go for the gold. I heard maybe it changed with recent laws?

This is obviously not tax advice, but I think the earlier poster is referring to reductions to AGI that are on "schedule C" titled "profit or loss from business". Some tax language seems to refer to these as "deductions", but they are distinct from the "itemized" or "standard" deduction. Schedule C goes to Schedule 1 goes to 1040 line 7a. The standard or itemized deduction is on line 9. The Qualified Business Income Deduction on line 10 is another AGI-reducing gimme for people who get 1099-income distinct from the standard or itemized deduction. And don't forget, your eligibility for Marketplace plans including subsidies is based on your (Modified)AGI, not your gross income, which can be a costly mistake (Based on what I understand now, in 2020 my household would have been able to get a marketplace plan with subsidy but we didn't due to not understanding the income guidelines).

(note: I may have mixed referring to 2019 and 2020 tax forms here, particularly wher I cited line numbers)

Not tax advice, iana accountant, etc.

I think in canada (where i live), you can just deduct all the business expenses (things that are part personal like rent have to be the reasonable porportion related to the business). You can't deduct more than the income from the business in a year, but you can carry over your expenses to the next year if you have more expenses than income.

Ah yes. Good old "Your Name Inc." that also charitably houses and feeds its only employee in their office space.

I'm only half joking because I'd like to see that tested in court.

It's already been tested in court - in several jurisdictions. It's fine for your (or any) corporation to house you, but you can't get a material impact from it. Either you have to pay market rent, or claim the taxable benefit.

In a similar vein, private equity firms seem to be able to execute leveraged buyouts of companies (such as Toys R Us) saddling the company with huge debt payable to the private equity firm, which sucks money out of the company until it files for bankruptcy.

It sounds like a scam but apparently it is legal somehow.

That's not a scam; it's no different from buying a house on a mortgage. Paying down the debt sucks away your income, and maybe if you're not as successful as you'd hoped then you default and walk away. Generally companies only put themselves in that position if they're near-bankrupt already (certainly that's the case with Toys R Us - if it hadn't been for the private equity deal they'd have been bankrupt 5 years earlier).

And they're not the only retailer to collapse after a private equity buyout:

https://slate.com/business/2020/01/private-equity-retail-fai...

The first theory is interesting: "sometimes, private equity firms really are just looters."

The high bankruptcy rate is not encouraging.

https://www.washingtonpost.com/business/2019/07/24/private-e...

etc.

And some of Toys R Us' creditors aren't happy either:

https://www.bloomberg.com/news/articles/2020-03-13/toys-r-us...

Is it really a surprise that retail is in trouble? Private equity is a scapegoat for outdated business models. Covering up a non-viable business with the appreciation of your buildings is an accounting trick (and was a big factor in the 2010 crisis: a lot of companies went bankrupt not because their businesses suddenly became unviable, but because their businesses had been unviable for years but they made a profit on the value of their buildings); selling off the building while it's still worth something and letting the actual business stand or fall on its merits is a better approach.

This is all true.

The question, however, is: given that all these companies are already on the brink of bankruptcy, how is it legal (and acceptable) that a 3rd party comes in, extracts hundreds of millions from the already bankrupt company, and when the bankruptcy does arrive, it is bigger and worse than what would have happened without the PE involvement? Basically everyone except the PE gets screwed.

I have not been following this closely, but if the 5-10 PE deals I’ve looked at over the years, it was clear from day 1 whether it was structured to have a chance at recovery, (some of which succeed, and some fail) or just to enrich the PE buyer.

I wonder why this isn’t clear to the creditors - my guess would be that an early legitimate creditor only uses “other peoples money”, which legitimizes it for others.

Often a PE buyout is a bankruptcy, or a last-ditch alternative to one. Breaking the company down for parts is often what the creditors want, explicitly or otherwise, and the PE firm is just being paid to execute it. (There are definitely cases where one creditor arranges things to screw over another - but again I think blaming the PE firm for that is misplaced.)

They have their share of failures like any other industry, but IME Hanlon's Razor - or just legitimate risk-taking that doesn't pan out - applies to most PE bankruptcies.

> The first theory is interesting: "sometimes, private equity firms really are just looters."

Looting implies that the objects didn't belong to you. If I buy a cheap crappy old car to sell of the spare parts, is that "looting"

> The high bankruptcy rate is not encouraging.

That doesn't have much to do with private equity, the entire sector is in deep shit. It's not like Toys'R'Us was a model of health...

> And some of Toys R Us' creditors aren't happy either:

That's a more serious question, and will need to be resolved. Keep in mind that if the creditors aren't happy, they won't lend money again to companies owned by those PE firms. So it's not like there are no consequences

It is possible to do legitimately but it is also frequently done as a profitable game for the investor, who pays for the company with a loan that they pay back out of the company once they own it, sells off assets to his friends or a shell company and then declares the company bankrupt before selling it too.

It is a well known phenomenon - the book Glass House covers the destruction of Anchor Glass this way in surprising detail.

More background: https://prospect.org/economy/last-legislation-stop-private-e...

> who pays for the company with a loan that they pay back out of the company once they own it, sells off assets to his friends or a shell company and then declares the company bankrupt before selling it too.

None of this makes sense. if the company is profitable enough to be able to pay back its entire market capitalisation, why would they sell the assets off? If the cow is making that much milk, they'll keep milking it, or float it back and make a fortune

The company is not profitable, but accounting somehow makes it possible to pay dividends to new owner.

the money has to come from somewhere... either the money was in the company, in which case it was drastically undervalued, or it comes from creditors, in which case if they want to lose their money it's their problem

Or, a loan was taken - repayment of which is supposed to take precedence over dividend distribution and dealing with related entity. And some apparently legal accounting tricks allow the loan repayment to lose its precedence, and when time comes to repay, suddenly there is no money.

It is indeed the creditors money that is lost. And AFAIK it is legal. I just wonder why it’s legal.

Much like in the subprime crisis, the original creditor knows quite well the likelihood of recovering the loan is low, but they sell it to a dumber creditor (often pension funds) who does not.

Unlike toysrus and hostess, the subprime thing included a huge mount of illegal things by many of the parties, but still hardly any enforcement - so I guess it doesn’t matter all that much if it’s legal or not.

> it's no different from buying a house on a mortgage.

It's very different.

The mortgage equivalent would be an investor taking out a loan to buy out the mortgage, transferring the deeds of the house to themselves. And then transferring the loan into the mortgage-payer's name and making him responsible for paying it off.

They've really done nothing except use their superior credit status as abritage to obtain a tangible asset.

That's not a scam; it's no different from buying a house on a mortgage.

It's very different. A PE firm borrows money, buys a company, transfers the debt to the company, strips the assets and then lets it go bankrupt, leaving them with all the assets and no debts. Rinse and repeat.

You can’t “transfer debt”. Otherwise I’d borrow a ton of money and transfer the debt to Bill Gates. A PE firm borrows to buy a company, attempts to make it a better money making machine by making process improvements and having it borrow to fund expansion and then sells it. The people who lend to the company know what they’re doing. They’re making a bet that the PE firm was right and they’ve made a better money making machine. Sometimes they’re wrong and they lose this money. That’s capitalism. If you make a bad investment you can lose all your money.

If you followed toys r us or hostess (or many other such cases), the playbook is that the “money making machine” takes on new debt pays dividends to the PE, and then fails to pay that debt. This is apparently legal, the question is mostly how this loophole still exists despite being (ab)used by PE so many times.

It’s not a loophole. It’s people lending money to people who can’t pay it back. That’s capitalism. You make a mistake and lose money. It’s the exact same kind of mistake as lending to a wannabe restaurateur whose restaurant fails. You lent money to someone who couldn’t abide by the terms of the loan. As the lender that is your problem.

Sorry if I am being obtuse but I don't think that Toys R Us lent the PE firm money to buy Toys R Us. But somehow Toys R Us was responsible for paying back the debt that the PE firm took on to buy Toys R Us.

The PE firm should have more skin in the game, if they take out a loan to buy Toys R Us, they should be responsible if the company fails.

> That's not a scam; it's no different from buying a house on a mortgage.

When I buy a house on a mortgage, I (not the house) end up with the debt, and I don't get to transfer any of the assets associated with the house to myself in a way which makes them not subject to repossession if the mortgage isn't paid.

So, yeah, the deals we're talking about are very different.

Personal mortgages are non-recourse in most states. You can get whatever value you can out of the house, then walk away, and the lender gets to keep the house but they can't come after you.

> Personal mortgages are non-recourse in most states.

12 out of 50 is not "most".

https://www.forbes.com/advisor/loans/recourse-loans-vs-non-r... ["In all but 12 states, home mortgages are also considered recourse loans. If a borrower is underwater on their mortgage—meaning the outstanding debt is greater than the value of the home—the bank may not be able to recoup all of its money from a foreclosure sale. In this case, the bank can get a deficiency judgment for the difference between the debt and the foreclosure sale price and then garnish the borrower’s wages or file a lien against other assets."]

> it's no different from buying a house on a mortgage

If you find a bank that lets me pay myself a "tenant fee" for living in a house I bought on a mortgage, please let me know, I'm all ears...

What I don't understand is why a bank would loan money to a leveraged buyout when it so often ends in bankruptcy.

PE can lend to its owned assets. Accumulation of capital is powerful in that way.

I think we have to be careful of sampling bias - nobody ever hears of the leveraged buyouts that work smoothly

Acquiring the assets without the liabilities makes no sense. Does it legally?

Yes.

Which has already been attempted, not least in romantic fiction where a certain well known publisher did exactly that - channeled sales through a shell company which allowed it to pay a hugely reduced royalty rate based on the publisher's net income.

That didn't end well, and I doubt this will end well either. It would be very surprising if there aren't multiple writers involved, and this will most likely go through an expensive class action or at the very least an expensive out of court settlement.

Whatever Disney's bean counters and lawyers believe they are saving is going to be wiped out in a few weeks of bad PR when core fans hear about this.

> when core fans hear about this.

They might be banking on news not reaching core fans because of all the noise in the news. It feels like it's not the first time they are treating their creators like trash. Here's Don - the best Donald Duck comic writer of all - Rosa's story about that: https://career-end.donrosa.de/

Incredible. Thanks for posting this.

I doubt a bunch of kids will be inclined to take action against Disney for this. They wouldn't even know what's happening, nor will their parents. Guessing Disney is counting on this for the case to be a non-issue.

It's just insane enough that I want to wait and hear "the other side" before passing judgement. Are there any other details that might have been left out for example that make it a less clear cut case of theft than what is depicted in the letter?

Agree this sounds so beyond believable - will be interesting to hear Disney’s response

To clarify - I'm saying this is a terrible situation and it will be interesting to hear Disney's side because it is so unbelievable to me that a company would just literally argue this line of logic without there being something we are missing.

If there is nothing missing, then shame shame shame

SFFWA is a well known professional organization, that has been around a long time, why would one not accept the gravity and import of this news conference and announcement? I mean, the details are plainly presented! Is any institution to be trusted or taken at face value? Are we all to be completely bereft of common sense and decency in face of such rampant equivocating and hand waiving!

Splinter of the minds eye may not have been the best novel, have mercy please!

I loved that book actually.

> I loved that book actually.

I liked it too, Alan Dean Foster did some nice worldbuilding there (that ended up very non-canon) that you don't usually see in franchise novels.

Another good example of this that comes to mind is 'Spock's World' by Diane Duane (though I think most of the worldbuilding there did become canon).

The other ADF movie novelization I recall fondly is 'The Last Starfighter'.

The other side is the question "is this news?"

Everyone thinks their circumstance is "precedent setting" and something to pay more attention to than other things, but the question here being is it?

You can buy assets without liabilities. There isn't something to find out... or is there? Yes, you and them just noticed that this could undermine all royalties by just shuffling them off to a shell company that has no ability to pay. But are you sure it hasn't always been like that?

For example, many jurisdictions require a tax when a car is sold. But you can always buy the LLC that happens to own a car and no tax event occurred. The only point of this example - not as an analogy to this case - is that the feature was always present and it avoids a transaction. Could this deprive the state of revenue? Yes, yes it could, astute observation, moving on.

This article and complaint makes it seem like it is groundshaking, but did the earthquake really come decades ago and nobody used their platform to notice?

I am reserving judgement on the legal side for that purpose. Can we shame Disney for taking that approach, sure. But attempting to get a reputable legal advocacy foundation involved for a reality that already has existed for an unknown amount of time seems like misdirection.

The asset in this case is a license agreement. By choosing to publish the licensed material, they're agreeing to pay royalties. Otherwise it's theft.

Otherwise what's stopping me from selling my Disney BluRays to someone but not the liabilities of adhering to the copyright agreement?

So it might not be quite that cut and dried. A little digging shows that Alan Dean Foster was contracted to write two novels. Despite writing them, he never held the copyright on those novels.

That being said, it’s still quite likely Disney is in breach of contract. But it’s not quite as simple.

It is if the contract says he’s owed royalties on those works, as it is presented. I can’t imagine he’d have done the work pro Bono for Lucasfilm out of the kindness of his heart, do you?

The reasonable interpretation is that someone at Disney is attempting to shore up their revenue this year and is using Mr. Foster’s due proceeds as a way to attempt to make their balance sheet look better.

I imagine that 100x Alan Dean Foster’s back royalties wouldn’t even be noticeable on Disney’s balance sheet.

The only reason I can really think of them doing this is that they don’t actually believe they owe him the money.

It’s reasonably clear that he never held the copyright to the works and it’s not public what his actual contract was.

> I imagine that 100x Alan Dean Foster’s back royalties wouldn’t even be noticeable on Disney’s balance sheet.

Disney could be doing this at scale to many authors, this announcement by SFWA may bring a bunch of other complainants out of the woodwork.

The other aspect is that while what you say is certainly true of Disney as a whole, the amounts may be more meaningful for some subsidiary or division, (like, you know, their publishing arm) and the exec(s) that head it.

That was my understanding. This is work for hire meaning the copyright holder was the prior company and was the only one with an asset that would require a usage license. They chose to pay Alan, which is not a statutory agreement.

The copyright holder (the company) is the only one that can levy usage licenses aka royalties that other people need to pay it.

Disney became the copyright holder and so Disney is owed royalties from whomever has a usage license that the previous company negotiated.

Anything else is a liability that was shed or simply stayed in the now defunct company. If the contract was irreconcilably tied to the company then Disney would opt not to buy the shares and instead by all the assets and network and trademark.

What's stopping you is your lack of access to white-shoe law firms vs Disney's excellent access to same

Please provide some precedents for shedding liabilities while retaining assets.

There are some tricks. "Spin off" a new company with all your pension liabilities and your unprofitable assets, whaddaya know, the new company goes bankrupt. Then the courts can give the pensioners a haircut since the debt they're owed isn't secured.

https://www.reuters.com/article/us-patriot-bankruptcy/bankru...

Peabody may have spun off unprofitable operations and let them crash but how did it sepate assets and liabilities for the same operation?

In the US pension system, are the pension payments somehow delayed from the actual date that liability is accrued, i.e. the day the employee gets paid the first time? Is it legal for a company to pay a salary to their employees without having the financial assets to back all other liabilities? I can somehow see the twisted reasoning behind this, but it still feels wrong.

Asking this as a foreigner and because such a system sounds so ripe for abuse that it would have already been fixed if it really was flawed and affected those pensioners' lives.

> Disney’s argument is that they have purchased the rights but not the obligations of the contract.

Unless it says that's allowed in the original contract, that's absurd...can't see that holding up in court. Disney is probably banking on using their legal teams to drag it through court and hoping he gives up. Wouldn't be surprised if they're doing this to dozens/hundreds of individuals.

In this case, as a "debt holder" of sorts, wouldn't the class of writers also need to sign off on the M&A?

Even if Alan Dean Foster gives up, his estate will still be owed. Or he could possibly sell the debt owned to a debt collector brave enough to tackle Disney. The issue isn't going to disappear over time.

Neither are the teams of lawyers that Disney keeps on payroll. They’d rather you litigate with them and get a settlement than start honoring their obligations.

Ah, the mustache-twirling villain theory of corporate law.

They are likely doing that to tons of people.

I wonder if it’s just a case of corporate laziness. Lucasfilm produced tons of Star Wars “extended universe” material from different authors. Maybe some middlemanager just went “eh, paying them all would take too much time. Let’s just pretend they don’t exist. If they complain, we’ll fob them off.” Could also be a reason for chucking out the extended universe at a narrative level.

I wouldn't attribute laziness or even negligence to what could be purposeful malfeasance in the case of any corporate entity. From my experience it's usually the latter over the former.

I am guessing that Disney is concerned about setting a precedent for their negotiations with other entities, hence the attempt at getting an NDA. That said, I think they've taken an untenable position.

Book publishing rights are usually sold as a contingent right, kind of like an option, where the publisher is allowed to print the book so long as they pay out royalties. It would be very convenient for Disney to be able to separate the right and the obligation, but that would be similar to purchasing the right to a subscription service from a bankrupt company, and deciding that one did not have to pay for it, because that obligation was left to the defunct organization.

The books in question are novelizations; the contracts for those may be different.

Not all the books are - Splinter of the Mind's Eye, for example, is not

Reminds me of how Paramount claimed Forrest Gump lost money because they owed Winston Groom 3% of the profits. So they found a way to make it not profitable.

https://konvexity.wordpress.com/2013/01/12/what-accounting-l...

> He went to their office to have a look at the accounting books and found out that they were making $80 million loss. So he looked down at the expense items and he noticed a big expense item of $140 million.

This is how every major film works. Sometimes that offset will be for future films, sometimes it will be a charge for "marketing and promotion" paid to a child company of the studio, but no matter what you call it you don't make a blockbuster film without this kind of funny bookkeeping.

Warner Brothers claimed a $167 million dollar loss on Harry Potter: Order of the Phoenix, a film that made nearly a billion dollars in theaters.

https://www.slashfilm.com/insane-studio-accounting-warner-br...

See the incredible profit/loss sheet there.

Top talent – A-list stars – negotiate for gross points. Daniel Radcliffe likely made a percentage of 600 million. Secondary stars might've got a percentage of gross after the "distribution fee" (paid to the same studio making the movie). Everybody else got a percentage of negative one hundred sixty seven million.

There's a similar story about Star Wars not making a profit, and how that screwed over various actors on the project. Hollywood does this all the time. It's their standard dirty accounting practice.

From: https://en.wikipedia.org/wiki/Hollywood_accounting

> According to Lucasfilm, Return of the Jedi, despite having earned $475 million at the box office against a budget of $32.5 million, "has never gone into profit".

> The judge said: “The case dismissed. You got what you deserved.”

this story really bums me out - I thought judges were supposed to interpret the essence of situations like this and say something like "nice try Paramount but I say you owe this man $10M" gavel slam.

RIP Winston Groom

I'm sure if they played the same shenanigan's with government's money (i.e. their taxes) instead of authors' money, the outcome would have been different.

Nahhh, it's just good business(tm).

"I have altered the deal. Pray I don't alter it any further." - DV

Ironically enough, that too is now owned by Disney.

I guess I don't have to feel bad about republishing Disney's IP now. After all, I purchased it from a retailer intermediary and have no contractual relationship with the original publisher.

I rather like the idea, actually. I'll set up two LLCs. One will buy a copy of every Disney movie. It will sell the RIGHTS to use those movies to the other, but not the obligations. That second LLC can then make infinite copies of those movies and sell them for profit, legally, under Disney's interpretation.

They will, of course, argue that your LLC never bought any right to make and sell copies, so that right could not be passed on in a resale.

I think there was a case in the WTO the US lost that gave Trinidad and Tobago the legal authority to violate US copyright up to a certain amount...

That's their interpretation of the contract. In the sale I have chosen to interpret it differently, much as they have.

Note: ADF is not being paid royalties. The books at issue were written under a work for hire agreement, so his original employer owns the copyrights. He was paid for his work.

That employer also agreed to pay him out of the books revenues, and that is the obligation Disney claims it did not acquire when it acquired the assets of the company.

If the royalty-like payments were part of a separate agreement from the work for hire agreement, Disney would be correct about not owing ADF any money. However, if the payments were part of the WFH agreement then Disney could be wrong, but it depends on how the WFH agreement was written.

WFH needs to die. You couldn’t do this in Europe, I think.

> WFH needs to die

That would be a bit extreme wouldn't it? So no more freelance developers?

If that meant redistributing some of the massive profits that developers generate only to be amassed by companies and execs, I wouldn’t see it as a bad thing.

But to be honest I was thinking more about relatively simple works of art. Books, comics, and songs, are typically made by a handful of people, often a single one; these processes should be completely excluded from WFH, since the final product is evidently and inextricably linked to the authors’ own skills and names. (Movies are more complicated, but credits in that area are strictly defined by unions and vigorously enforced.)

If these companies and execs are surplus, why don't the devs just create their work and run the business and assume all the risk themselves? In fact some already do. Nobody is making them take employment, earning a guaranteed salary regardless of the success of the business as a whole. They can take the work or not, its a straight forward tradeoff.

This is the problem I have with this anti-capitalism rhetoric. There's nothing to stop people forming worker owned cooperatives, creator owned companies, etc if they want. In fact some people do exactly that and can be very successful, so clearly the regulatory framework isn't inimical to that sort of organisation. It's a perfectly legal ownership structure. So go and do it, and let the rest of us exercise our freedoms to do otherwise if we choose.

Why are you so hellbent on dragging this on a completely off-topic discussion...? Nothing in my comments was anti-capitalist, I just said too much surplus is being accrued by certain elements and this might not be the just and ideal balance. Please point to where in my comments I asked for the abolition of capitalism.

The real point remains: WFH in certain fields of endeavour is patently ripe for abuse. Or are you sincerely happy with the way DC Comics treated Simon and Schuster? Or the way Marvel treated Jack Kirby? Or, to get back on the issue of the day, what Disney is now doing to Mr. Foster?

That annihilates all knowledge work. If I can’t sell the products of my intellectual labour companies can’t have employees produce patented or copyrighted work for them.

If you cannot have work without abusing one's IP rights maybe it's a symptom that the current setup is fundamentally unfair and exploitative towards developers.

Regardless, see my other reply [0] in this thread for the actual scenario that I had in mind, which can likely be accomplished without any economic armageddon.

[0] https://news.ycombinator.com/item?id=25147379

I used to run a nice website that paid $50 per (short) article to hobbyists under a work for hire contract. The amount of hassle involved in trying to deal with royalties would have meant we’d simply not bother publishing them at all.

Any chance you can provide a source for this? It would be informative to know a few more details about the situation...

This is a good resource about WFH in general. https://www.upcounsel.com/work-for-hire

Generally, a novelization of a preexisting script (such as all of the novels that ADF is complaining about) is a "commissioned" work, meaning that it is a WFH under American law. As a WFH, the commissioning employer would own the copyrights, and an author would not be entitled to royalties because they aren't licensing a copyright from them. To the extent the author might receive any ongoing payments, those would generally be "performance bonuses" for reaching milestone sales. It is extremely rare for commissioned works to be subject to royalties, and that generally involves novelizations.

Interestingly, ADF is claiming that the payments are royalties. (https://www.theverge.com/2020/11/19/21578621/disney-alan-dea...) Given Fox's history of non-standard/talent-friendly legal practices during the era in question (see, e.g., letting Lucas keep the rights to Star Wars), that sounds like something that 80's era Fox would have done...with respect to the Aliens novelizations.

Something is off with how both sides are characterizing the agreements. Disney claims it didn't acquire any liabilites--but both the Fox and Lucasfilm acquisitions were stock acquisitions, meaning that acquired companies inclusive of all assets and liabilities. And ADF is claiming that WFH agreements included royalties, which is extremely rare.

Ultimately, unless someone coughs up a contract, there's no way to be sure who's right here.

That's exactly the info I was looking for thanks!

> That’s insane. If this were to hold up then any royalty obligation could be shuffled off to a shell entity?!

Why would this be surprising? If that was hired work (instead of licence for IP) for company A, then IP owner is company A and obligations to author are just contractural payments unrelated to IP ownership. Company A then may sell IP ownership to company B, while keeping contractual obligations to pay for contracted work to author.

It seems not much different to a case when you buy a house from a developer, while the developer is still owing money to contract workers / builders.

> Company A then may sell IP ownership to company B, while keeping contractual obligations to pay for contracted work to author.

As has been noted elsewhere in this discussion, Disney didn't just buy LucasFilm's assets, they bought LucasFilm, in a straightforward stock swap.

That simply doesn't provide the opportunity you're describing. LucasFilm wasn't left behind as an obligation riddled shell.

I'm pretty sure that if Disney could point to some legal entity other than themselves that was left saddled with the obligations, they would do so.

Perhaps they just haven't done so yet, so we'll see.

Cool... so Disney's stance is "we think we don't have to pay you for your work, if you disagree, you can sue us, but mind you, we have lots of lawyers and very deep pockets"?

Probably this wouldn't work as well for smaller publishers, who have less deep pockets and who authors could boycott for such shenanigans, but still very worrying...

This is the direction most of America is going. A surgeon and his colleagues I used to work with brought up the point how they often had to approach litigation of insurance companies regarding claims to pay for services rendered. I mean, their time is expensive, I get it, but this whole idea of forcing everyone to litigate transactions essentially puts the onus on the one with lower capital resources to pursue legal recourse.

Corporate structures are aware of this and play the statistics as to if they'll pursue the proper action or simply take the infraction to court. This creates a new barrier to entry for people at large wishing to be fairly compensated: resources to litigate.

To me, this shows just how misaligned modern corporate entities interests are with society and it's only going to get worse. These are, IMHO, some of the greatest threats to our society because they are legal, have a long history of legal precedent and are threats that come from within our own society.

In "The Corporation: the Pathological Pursuit of Profit and Power" Joel Bakan asks "if a corporation is a legal person, what kind of person is it?". His answer is: a psychopath. A person without any moral sense who will pursue their goals single mindedly and with no scruples whatsoever. How in the world did we hand over complete power over our economic affairs to such monsters? There is no such thing as a corporation that's not evil... like the scorpion in the fable of the fox and the scorpion, "don't be evil" is contrary to their nature.

Amoral is the word you're looking for and Joel Bakan is clearly mistaken -- corporations are tabula rasa with a single directive, "grow" they then go on to embody the qualities of the leadership and the regulatory climate under which they exist.

It's up to the government and the people to limit their scope, or not if they choose. The mistake America made was legalizing corporate lobbying of the government which enabled regulatory capture, but that is an old mistake and there is no real will to change that other than the normal handwaving and guffawing.

Corporate lobbying is not the only means by which regulators are captured. The revolving door between industry and regulatory agency is another and removal of that suggests a problem: do you want the regulations governing an industry to be made by people with no relevant experience? No, then they will hire people from the industry they are expected to regulate and those regulations will benefit established companies.

Well, there was will to change that and a bipartisan piece of legislation did -- McCain Feingold. What happened is that the undemocratic supreme court struck down with bullshit justification.

But if they are people they can also lobby in their interests. I have 24 hours a day to do everything in my life. How many hours does Exxon have a day to lobby the government with?

>It's up to the government and the people to limit their scope, or not if they choose.

That sounds a lot like victim blaming, tbh, particularly given the influence corporations have on eg pollution.

> corporations are tabula rasa with a single directive, "grow"

Perpetual growth without moral bounds is a recipe for paperclip maximization, and effective net evil. See: climate change.

> corporations are tabula rasa with a single directive, "grow" they then go on to embody the qualities of the leadership and the regulatory climate under which they exist.

Compare with:

"viruses are tabula rasa with a single directive, "grow" they then go on to embody the qualities of the climate under which they exist."

Is the coronavirus a psychopath? It seems pretty obvious to me that it too, is amoral rather than immoral.

Note that I was capitalizing on the amorality for the purpose of the comparison.

I think that there's a reasonable argument to be made that we can place an expectation of agency and intent upon corporate executives that we can't place on a virus. So the coronavirus might not be expected to be a psychopath, just inconvenient.

An amoral entity optimising for growth is a cancer. You may view this differently, but I see that as strictly evil.

Power accumulates like water flows downhill. You need other systems to complete the cycle.

A corporation is the instrument of its shareholders. The shareholders are the ones pursuing unlimited profits. Joel Bakan's argument makes it seem like humans -- people -- who own the corporation are blameless.

It's attempting to shift blame around in exactly the same way as shifting half a contract. The profits but not the consequences.

According to WSJ* index funds currently hold about 5% of the US stock market, and it seems likely that share will grow. How in the hell do you hold shareholders accountable under a system like that? This seems like a big problem already, and only likely to get worse as direct ownership gets more and more convoluted and obscured by various investment systems. I don't have any suggestions for a fix unfortunately :(

*https://www.wsj.com/articles/index-funds-are-the-new-kings-o...

Alternatively people just want to be very fucking good at their job and there is an exec or a contract lawyer doing this as a way of being better than other execs or contract lawyers at the company. Add to that the fact that the main purpose of any large organization (and organism) is to survive and perpetuate itself and you get this. The shareholders and heck even the CEO don't need to be in on this or even care.

> if a corporation is a legal person, what kind of person is it?

One idea is: corporations are real people.

In the case of Disney, all criticism should be directed to the heads of the company.

So whenever we refer to Disney we should say something like "Disney CEO Bob Chapek[1] and Executive Chairman Bob Iger[2]".

They are real people, and they are wholly responsibly for the actions of Disney and it's staff and legal team.

1. https://en.wikipedia.org/wiki/Bob_Chapek

2. https://en.wikipedia.org/wiki/Bob_Iger

What is regarded as capitalism in theory should be a fantastic machine for optimization and creating more good by creating more jobs, growth, prosperity, but goals should be govern by dream of future society something unobtainable, utopia. So, in theory most of the profit should be reinvested into future ideas and prosperity of other companies and people (science, exploration, universities, hospitals, salaries...). But, along the line, things got broken, and growth become the only important thing, only goal to strive - in a similar way as a car driver, after losing his head, would keep a foot on the throttle.

Please fix the title of this submission. I know the rule/guideline, but dropping the # renders the title bizarre.

or add spaces and punctuation. Either would work.

Obviously this is disgusting, but I'm curious -- if Disney claims it bought the rights but not the obligations of the contract, then who does it claim has the obligations?

I'm genuinely curious if George Lucas actually did agree, knowingly or not, to somehow sell Lucasfilm's assets but not it's obligations to Disney? (Even if this isn't actually enforceable.)

Are there actually legal grounds that royalties are owed by George Lucas or someone similar? Or is this just entirely inexplicably invented out of whole cloth by Disney?

> if Disney claims it bought the rights but not the obligations of the contract, then who does it claim has the obligations?

That’s not really Disneys problem to figure out, is it?

Well if they want to make a plausible, winning argument in court it kinda is, no?

At least who the obligations remained with at the time of the purchase -- whether with the original seller, or if LucasFilm was split into multiple separate entities at the time of sale, or what.

"Not my problem but I don't know whose" does not tend to be the strongest possible legal argument.

I don’t see why this would matter. All Disney needs to show is that they only bought the rights, not the obligations. It’s not their job to figure out who those obligations went to.

This is insane. There are no words for how criminally stupid this is.

Very few people realize how influential Foster was in the creation of Star Wars. Robbing him of what is owed here is heinous.

I’m fascinated that corps like Disney find it worthwhile to have a legal team whose job is to screw people like ADF out of a rounding error on their balance sheet.

Both the state of Florida and the US Marshalls can execute a till tap (or a keeper). They should just roll on down to the swamp & collect.

EDIT: Ah; he's being stymied in court, and is worried he'll die before collecting. That's awful.

It's unfortunate that wherever I see this news, it mentions that Foster is the author of Star Wars and Aliens novelizations and some original books in those universes, but there's not a word about his other science fiction works, nor of the Humanx Commonwealth setting uniting most of them. Which is a shame - so many excellent books there, between author's rather wild imagination and talent to put it into words. "Midworld" and "Sentenced to Prism" are two particularly notable examples.

I had no idea he wrote Star Wars novels but this thread reminded me of him so I bought a few others to reread :). Hope he can get what he's entitled to.

I don't know why this isn't a criminal copyright violation that the FBI should investigate. Seems pretty cut and dried to me. Obviously not an IP lawyer.

I mean,

> There are four essential elements to a charge of criminal copyright infringement. In order to sustain a conviction under section 506(a), the government must demonstrate: (1) that a valid copyright; (2) was infringed by the defendant; (3) willfully; and (4) for purposes of commercial advantage or private financial gain.

There ya go. Pretty cut and dry.

Disney argues that they acquired those companies' rights without acquiring their obligations, but, that's, uh... that's just not how it works. At all.

Yeah, it makes zero sense that Disney could buy something that wasn't for sale in the first place (the rights to the books without any contractual obligations attached, which Lucasfilm did not own and therefore could not sell.)

I guess Disney is saying there are two separate things: the works that were produced, and separately an annuity pegged to some % of sales that Alan was given in return for the works.

So they bought the work but didn’t take on the liability.

Sorta messed up.

In theory, I think that’d make Alan a creditor for whoever owns the remaining parts of the business Disney didn’t buy. There had to be a remaining but if it owns the liability! Not sure it has assets though. Corporations can go bankrupt.

I’d hope a court would frown on this (as the court of public opinion will)

You can’t sever the asset and the obligation in this case because royalties are contingent on licensing the author’s intellectual property. With no licensing agreement, there is no asset.

On the other hand, the only wrinkle that might make this interesting at all, is the fact that all the works in question are novelizations of others work, for which either Alan Dean Foster himself had to license or created at the request of the licensor. I don’t think that materially changes things but then I’m not paid like a Disney lawyer.

> I don't know why this isn't a criminal copyright violation that the FBI should investigate.

The existence of the contract is uncontested (though its effect clearly is contested), so its clearly a breach of contract case. I think it is pretty well established that at least for civil litigation between the parties, the existence of a contract license covering the work generally requires the aggrieved party to proceed under contract law, not bare copyright law. It is at least reasonably consistent that the same should bar criminal copyright action, as well.

While I have every reason to believe that Disney DOES owe royalties in this case, and IS remiss in paying them, I think it might be worth pointing out that the characterization of Disney's position as "they have purchased the rights but not the obligations of the contract" is the SFWA's, and presumably not literally the position that Disney espoused (because to do so would indeed, as you note, be a clear cut criminal copyright infringement case).

Yes, because apparently Disney won't say or do anything without first signing a NDA. Which is BS of course.

> I don't know why this isn't a criminal copyright violation that the FBI should investigate.

Because Disney owns the copyright.

If this case is as slam-dunk as it appears, why doesn't Alan find a lawyer to sue Disney on contingent?

The article says Disney has ignored his legal representatives. I don't know how that's possible, but it's what the article says.

Failure to appear in court is sometimes a ruling in favor of the plaintiff. He could go ahead and file the lawsuit.

It means they haven't yet filed a court case. If you ignore the other side once they file, the courts tend to impose very real consequences.

Apparently Disney is doing delaying tactics. And they have the money for big lawyer delaying tactics.

Wouldn't be the first time when delaying tactics were used by big corp to make it so that there would be zero payout through some BS or that the suing person died.

Even if the plaintiff dies, wouldn't the royalties still be owed to the next of kin?

That may be of little consolation to the author if an inability to collect in a reasonable timeframe leads to an inability to afford medical expenses leading to a sooner death or less comfortable treatment prior to that point

This pressure-in-public approach may still be cheaper than jumping to that immediately, or offer other benefits – like raising expectations for Disney to fairly treat other authors.

> why doesn't Alan find a lawyer to sue Disney on contingent?

A lawsuit will take years, and Foster provides quite a good reason to suggest that delayed recovery has substantially discounted value, so while that would be a possible route to recovery (probably for his estate by the time it was resolved), a quick resolution now, even if involving less money than a successful suit would recover, would probably be strongly preferred.

That said, I would think that filing suit would be the way to kick that process off, as that would reduce the perception that "ignore him and the issue will go away" might work.

I have mixed feelings about this, but what if someone bankrolled this lawsuit? eg paid out to the author and pursued the case on their own. In the event of the author's death the suit still would continue, while the author gets the money they need immediately. It would change the incentives for Disney.

I mean, when a lawyer takes a case on contingency, they're essentially gambling their time on hopes of an outcome where their share (30-50% isn't uncommon, if I remember correctly) would make the time and effort spent on the case worth it. Against a company the size of Disney, with incentive to make the case as long and painful as possible to try and discourage other creators from trying to get what they're owed, it would likely take thousands of man hours, and tens of thousands of dollars out of pocket. Between discovery, filing fees, appeals, all for a victory that would result in (and I'm just completely guessing based on essentially no data) only hundreds of thousands of dollars. Lawsuits can very much end up being pyrrhic victories based on the costs incurred alone, not to mention the emotional toll that fighting a protracted legal battle can inflict upon a person.

One reason it's not quite as slamdunky is probably because Alan Dean Foster doesn't actually own the copyright to these works. Here's a bit from the front matter of one of the books mentioned that you can take a loo at yourself with Amazon's 'Look Inside'.

https://i.imgur.com/pZwfy2B.jpg

He may not own the copyright, but if he has a contractual royalty agreement then he certainly retains legal claims on use of the copyright.

Whomever owns the copyright is entitled to do whatever their control of it allows them to do, but they are obligated to fulfill any claims others have on the revenue derived from those uses.

Do you have an illustrative case in mind? The claim is it's a slam dunk, I'm trying to understand the basis of the claim.

Not exactly a case, but an example: it's the same reason why MS Windows will have, on "cover", "copyright Microsoft", not a complete list of licensed components for some of which they might still be paying royalties. Similarly in other works.

In this case, the book as a whole would be copyright Star Wars Corporation, probably a holding entity specially to handle multiple involved copyrights (the copyright to Star Wars itself, etc.), and unlike a Windows install media you won't find a page listing "this work contains parts copyright X, Y, Z". But the contractual obligations still exist.

Both the previous reply and this sound more like convoluted motivated reasoning towards the desired outcome - that the author gets paid. I'd love to see the author get paid too! But I don't think these are particularly strong analyses of what looks like a complicated contract case. As far as I can tell, nobody (in thread) had as much as checked the copyright ownership. But I'd love to be wrong and learn me a thing or two!

How is being required to fulfill their half of the contract complicated?

Why would a Wookiee, an 8-foot-tall Wookiee, want to live on Endor, with a bunch of 2-foot-tall Ewoks? Something morally trivial can be legally complicated.

While I'm not privy to the specific contracts in question, who holds the copyright probably isn't relevant to the dispute, at least not in the most obvious way -- namely, it doesn't matter that the copyright was never held by Foster. The relevant questions are, I suspect, (a) whether or not the contract included royalties to be paid to Foster, and (b) whether the obligation to pay said royalties survives transfer of ownership of the copyright.

A lot of "work for hire" contracts don't pay royalties, just a flat fee, but I don't think we'd be talking about this at all if this were the case here -- Foster was evidently being paid royalties until Disney took over Lucasfilm. So the dispute is over the second question. Disney is implicitly arguing that they get out of paying royalties to every single author who created works for companies that Disney subsequently bought, regardless of whether those contracts specified royalties that the predecessor corporations would have otherwise been paying.

Disney's contractual obligations to pay the originally-agreed royalty aren't copyright-dependent.

On top of that, these kind of contracts often come with a 'flagrant breach of contract means that copyright reverts to the original author' type of clause.

His agent should get him somehow to be part of the RIAA. They seem to have the right kind of lawyers for this level of bullshittery.

I find royalty issues interesting because when I was a kid, my mother worked for RKO Radio Pictures. One of her tasks every so often (quarterly? yearly?) was to send checks to everyone involved in the film King Kong.

Some people got hundreds or thousands. Some people got pennies. But everyone got paid. She make sure of that.

There are few companies that have been as abusive and predatory to copyright law as Disney.

The Mickey Mouse Protection Act is only one example of just pure copyright evil.

https://en.m.wikipedia.org/wiki/Copyright_Term_Extension_Act

The law should be changed so that copyright reverts to the original author in cases like this.

In this case, Foster was apparently involved in the Star Wars movies as well. Disney should be forced to renegotiate any copyrights and contracts he’s involved with across the franchise.

If that happened, I guarantee you that this would be the last time a big corporation would try to pull this sort of thing off.

[edit: I wonder if the current law would support this. Disney’s in violation of the contract that assigned them copyright in the first place; surely invalidating the entire contract is a reasonable remedy.]

I really enjoy Mr. Foster's work and in support, I am boycotting Disney until they pay up.

If they've done it to Foster, they've undoubtedly done it to many others. Even if they're publicly shamed into paying Foster, they'll probably be committing such slimy acts for as long as they can get away with it. So I think I'll need to boycott them for the foreseeable future.

Maybe writers can exert more pressure on Disney if they find a law firm that can launch a class action suit? They may settle just to avoid the adverse publicity.

Disney was founded on this sort of behaviour - the Disney animators strike of 1941 https://en.wikipedia.org/wiki/Disney_animators%27_strike

I have been boycotting Disney since I was a kid many years ago when I first learned of the Disney way (or not just disney but they are most known for it). Sadly it didn't help much so far, industry is still the same scumbags and people believe that the original authors/creators are getting the lionshare of the money and they keep buying the stuff. While the publishing companies are crying everywhere that copying is stealing. No, I don't copy either but I still have to pay the movietax on new harddrives for my computers... Sigh

An interesting addition to the swirling chaos that is intellectual property rights.

Given Disney's fierce defense of their vast IP properties, I'd have thought they would be issuing a humble apology and paying out as necessary in order not to tarnish their desired reputation as a defender of the rights of the creative community. (naively) Ironic.

Why doesn't ADF sell the royalty rights at a discount to a third party who then will fund the lawsuit against Disney with the aim of recovering the full amount? It's like accounts receivable factoring.

Not inconceivable, but a third party is unlikely to be able to garner the involvement of the SFWA or as much public sympathy. The discount is probably below what he can recoup himself.

Heck, it’s not inconceivable that the other entertainment unions take an interest in this case. They presumably have a pretty deep interest in Disney not messing with artist royalties

I think one possible solution is to make the rights to an individuals work non-transferable. Why can't this guy simply sue for copyright infringement? He never had a contract with Disney - same argument they seem to be making. But if he holds the copyright to his work they are in violation without a contract.

It's an odd thing when publishers want to obtain the actual copyright in a work.

Not sure without lots of details, but this was probably a work for hire from LucasFilm or Fox- The author never held copyright, but had a contractual interest in the copyright.

Yeah I canceled my Disney+ subscript and specified Other for the reason and "#DisneyMustPay Alan Dean Foster" in the box.

Same.

Guess by Disney’s logic, I don’t need to pay for my Disney+ subscription. Sweet!

That's strange. Disney acquired Lucasfilm outright from George Lucas.[1] Or so they said. There appear to be five remaining active Lucasfilm LLCs, and one that was converted to a company. One of those may retain the liability.

[1] https://thewaltdisneycompany.com/disney-to-acquire-lucasfilm...

This entire story reminded me on "Flash of Genius" true story about Robert William Kearns engineer, educator and inventor who invented the most common intermittent windshield wiper.

https://www.youtube.com/watch?v=0Biy-okZ0l8

consistently surprised that ADF's non-novelization work isn't better known. not sure if this was me being the right age to form an impression, but the flinx series is an original + fun sci-fi setting. Guessing that given his proximity to the film world, these came very close to production + fame a few times.

The Spellsinger books would be a great mini series. The furry market would love it.

This is the kind of thing that would make me seriously second guess every selling anything to, working for, or otherwise interacting with Disney. As someone with minuscule experience as a writer this is just down right scummy and all but unethical ... Sheesh!

If you support Disney Plus I encourage you to report this as an issue via https://help.disneyplus.com/csp and if Disney Doesn't pay their way stop paying them.

This is just horrible, and must stop of course. No idea why they don't just take this to the courts, I thought that would be the primary function of such an organization.

As a side note, it was interesting that the fourth comment on the article was by Bruce Perens [1], author of BusyBox and just a very productive and influential open source person. Glad to see him still active. :)

[1] https://perens.com/about-bruce-perens/

This is horrible to read... wtf, something like this should not be happening.. Why doesn’t he sue them immediately, I do not understand what is he waiting for?

From the comments:

> Maybe there needs to be a special on how Disney hated anyone but White Christians, embraced McCarthyism, and hired nazis.

I am looking forward for it.

https://www.sfwa.org/2020/11/18/disney-must-pay/#comment-214...

It is not just this, Disney is a corporate asshole in far too many dimensions to list. I've had the opportunity to work there multiple times, and never pursued them simply because everyone I know there either has or must develop corporate prey/predator attitudes, have a higher up corporate protector, or be destroyed.

I read the Star Wars book before the film was released in the UK. An interesting experience, given that novelisation of film usually goes "the other way" experientally. Film-of-novel is of course far more common.

In some ways, the book was better than the film.

(I read Abyss after the film, which I think was Orson Scott Card. I think the film is better than the book)

The novel of "The Abyss" gives you more character motivation for Mary Elizabeth Mastrantonio's character Lindsey Brigman who designed the deep sea oil platform. You obviously won't have time to do that in a movie, suppose you shoot twenty minutes of a plausible 10-year old Lindsey having formative experiences as a little girl, when you're cutting you will leave every frame of that on the floor to keep more of the incredibly expensive underwater shoot, or the incredibly expensive CG, or the action. So it makes no sense to even shoot it.

So I liked that, because I feel the movie does leave her under-motivated as it stands.

But the film is pretty amazing, I just think it benefits from the book existing to explain Lindsey better.

2001: A Space Odyssey is visually incredible to watch, but it doesn't make a whole lot of sense at parts. The novel that Arthur C. Clarke wrote concurrently is better in that regard.

The movie Jurassic Park has impressive visuals but is almost completely lacking the social commentary the book has about [bio]tech startups evading regulators and 'moving fast and breaking things.' The movie also turns the park's operator, John Hammond, into a sympathetic character.

In almost every case, the original novel is better than the movie adaptation. In the case of Jurassic Park not only is the book better, it's almost a completely different story.

> The movie Jurassic Park has impressive visuals but is almost completely lacking the social commentary the book has about [bio]tech startups evading regulators and 'moving fast and breaking things.'

I don't see it. That's literally the entire frame of the main plot of the movie.

> The movie also turns the park's operator, John Hammond, into a sympathetic character.

I don't recall Hammond being sympathetic in the film in any way that he isn't in the book, though the balance may be a little different. In both he is a mix of profiteering showman and naive optimist. The kind of warning that you seem concerned for in the book but miss in the movie (which I disagree about being absent in the latter) would work less well if Hammond was a mustache-twirling villain.

So, there is a lot to say about this, I started to write out an essay but realized there is too much to cover so I'll stick to a few key points. To cut right to the chase, John Hammond is a manipulative liar in the book. This is explained to the reader and Alan Grant by Bob Morris, an EPA official, who explains that Hammond operates a secretive organization that is setting up an expensive bioengineering lab on a remote Costa Rican island specifically because it is far from the eyes of government regulators. Shortly after receiving this information from Morris, Grant is contacted over the phone by Hammond, who confirms they have such a facility and expresses his hatred of government regulators.

The movie on the other hand never really explains why the facility is on such a remote island. The audience is left to assume it's for the tropical climate or to help contain the animals (which in the book had already failed, with numerous children already attacked and at least one killed by chicken-sized procompsognathids. John Hammond was aware the dinosaurs had already escaped containment, but denied it.) The use of the island to evade the law is not mentioned or even hinted at in the movie.

Then there is the matter of Hammond's grandchildren. Why were they brought to the island? The movie doesn't really explain this, except perhaps to say that Hammond wants to 'show them something real.' In the book, his motive for bringing his grandchildren is Machiavellian; it's his attempt to emotionally manipulate his critical guests. He brought his grandchildren to an island he had every reason to believe was dangerous because he wanted to hide behind them. He puts the children in harms way, using them as shields against criticism.

What of Hammond's motivation for the island? In the movie, the lawyer Gennaro remarks that they could charge anything, selling tickets to the uber rich. Perhaps they would have a 'coupon day' for everybody else. This angers Hammond who says that anybody should be able to see the dinosaurs. Hammond is a dinosaur nut, naive, but motivated most of all by his child-like love of dinosaurs. But in the book, Hammond is the one who wants to charge astronomical ticket prices, not Gennaro. Negative aspects of Hammond's character in the book are taken from Hammond and transplanted into Gennaro, who is then eaten by the T-Rex (in the book he acts heroically and survives.)

In popular media, people generally get what they deserve. Greed that results in the death of a child is particularly heinous and demands karmic retribution. In the movie, no children die, and Hammond lives. But as mentioned early, procompsognathids kill at least one child in the beginning of the book and attack many more. For this, Hammond's fate is sealed. At the end of the book, Hammond is attacked and killed by procompsognathids while everybody is is being rescued. He never gets his "come to Jesus" redemption moment, as he does during his conversation with Ellie in the movie. He dies a selfish asshole.

The biographies of kubrick and Clarke and Clarkes own semi and autobiographical writing about 2001 is fascinating.

Minsky helped with visualisations in the cockpit

His novelization of Aliens was cracking, very exciting.

The book came out before the film in the US as well.

Disney should be disallowed from pursuing any copyright infringement cases until it pays up.

It’s only logical (their own logic).

Why is this a letter and not a lawsuit?

Disney have a lot of very expensive lawyers, and the author sounds like he may not be able to afford to go up against said lawyers given the reason stated for pressing the issue now is that he needs to pay medical expenses.

Author needs the money soon. Not in 10 years when the lawsuit resolves and he (or his wife) is dead.

"Single-digit millionaires have no effective access to our legal system".

- Peter Thiel

I guess I should cancel my Disney+ and mention this. I never use it anymore anyway.

Curious. I wonder if they tried to legally carve out the rights when they made the purchase? If you do an asset purchase of a company frequently you have a very clear list of any liabilities you retain.

Logically the beneficiary of the sale can't just void their debts/liabilities and pocket the sale money right? So whomever sold the assets should have been required to pay off their own liabilities/debts from the sale first much like a liquidation sale.

There is a legal principle that contractual benefits can be assigned, but not contractual obligations.

But it doesn't work like this. It works on a much simpler basis - e.g. if I'm a landlord and receive rental income and I assign that income to a third party, the third party does not automatically become responsible for fixing the roof.

It does not mean that I can assign the income to a third party and all responsibilities for the upkeep of the property are magically wiped out, and everyone involved - except the tenant - can use this as an excuse for a party.

How does bankruptcy for corporations work? If that were true wouldn't companies just liquidate, payout to the founders, and screw over investors? But in reality don't courts require the debtors to be paid off first?

I feel like a law suit would be a good next step. Why go public like this?

If you have cancer, like the author has, you might not be around to receive the money once the lengthy process finally ends. And there is the fact that Disney has for all intents and purposes infinite money to spend on a case, while I suspect the author has not.

Because Disney has not responded to his legal team. Unfortunately ADF has cancer, needs the money now, and may not be alive to collect even should he prevail. It's not uncommon for such suits to be indefinitely delayed for years & years through any number of tactics. A lawyer willing to take on this case in courts would have a lot of expenses, and probably require a significant contingency. The amount of money involved here, when going up against one of the largest companies on Earth, may not be enough to cover the costs that would be incurred, in which case no lawyer would take the case. Even if they do, and ADF prevails, he's looking at the prospect of receiving half, maybe less, than what he is owed.

> Because Disney has not responded to his legal team.

This really has no bearing on whether or not to file a lawsuit. If that was the case, the best way to deal with any lawsuit is to simply ignore it. File a suit and Disney has to respond.

On the other hand, they certainly can delay this. Even if penalized for doing so, what's that to them? I suspect public pressure is the real motivation here.

That was only one consideration, taken out of context you're correct: It does not fit. If this latest gambit doesn't work, it looks like their next step will be to file a lawsuit. But that doesn't have to be the immediate step. Once taken, any somewhat more amicable solution is taken off the table.

They've pursued these possibilities:

1) Hey, maybe you've overlooked this, but you haven't been sending me royalty reconciliation statements & payments. (This actually happens without malice: I worked at a scientific publishing company, and when a reprint of an old book happens, or the rights to another book are purchased, the royalty obligations are not always 100% clear, or the 3rd listed author on something is overlooked, or the author is dead and an estate has to be tracked down, or any number of other issue)

Next they went to:

2) Okay, we'd like to sit down with our lawyers to figure out the specific contractual issues here and work something out.

Now they're at:

3) It seems like you aren't dealing with us in good faith. We represent a large group of creative writers you may need to work with in the future, those creators have a vast number of fans that are your customers. Maybe that public reminder will help your willingness to address this issue.

All of the above are options that can play out fairly quickly. A lawsuit is not fast. And as I said, once you go down the lawsuit route, the above options are off the table.

Because a well-timed twitter outrage mob that gets a company to voluntarily do the appropriate (and legal) thing is a far quicker and cheaper remedy than going through possibly multiple rounds of litigation.

Disney has drunk the potions of malificence, so they stall and stall and refuse to pay and wait for him to pass away. Disgusting treatment of a creative man whose books I have enjoyed for decades

Where, if at all, does copyleft fit in to this story? Would it help solve such situations in the future?

> Where, if at all, does copyleft fit in to this story?

Well, you could imagine an open-source-based software company being sold off, and the buying company claiming they now own the copyright on the software, but are no longer bound by the copyleft licenses of the software that theirs is based on.

> Would it help solve such situations in the future?

Nope.

I'm also curious why the author doesn't simply sue Disney. It seems like a pretty clear case.

I wonder if he can sue the corporate shell that still holds the obligation to get his IP back ....

> How many other writers and artists out there are you similarly ignoring?

This.

I assume this is meant to be a twitter hashtag. #DisneyMustPay

I wonder how many other writers got stiffed by Disney?

The Market(tm) is going to regulate itself...

This is greed on a level a psychiatrists should be interested in. Just wow.

I'm not in this guy's line of business but signing NDAs before a negotiation seems pretty prudent if the negotiations are going to disclose privileged company business.

Any negotiations were completed ages back when the original contracts were signed. He's simply trying to enforce their obligations and collect his entitlements. There's no reason to sign an NDA and constrain your rights just to do this.

Let's be clear: The NDA is PR-motivated insulation to dissuade him from doing exactly what he's doing now. I wouldn't sign it either.

NDA's in this case are a way to hide shady behavior. This is a 'hey you are not living up to the terms of my contract with you' 'here sign this NDA before we talk to you' 'wahhht?'

Reply on news.ycombinator.com