Home » Contracts » PG is Hanging Out His Shingle

PG is Hanging Out His Shingle

15 August 2011

Passive Guy has decided to restart his law practice to provide assistance in contract drafting, redrafting, negotiation and analysis.

While he’ll do this for a wide range of contracts, he has a particular interest in contracts authors sign with publishers and agents.

Before he tells you where his shingle hangs, let him answer some questions:

Question: I read the blog post in which you talked about becoming a Consulting Agent. Why didn’t you do that?

I decided to do this as an attorney for two main reasons:

1. Only attorneys are permitted to practice law. While some contract matters can be handled by a literary agent, the agent can only go so far without crossing the line into practicing law. It’s not a clear line.

If I were working for authors as a special type of literary agent, I would have consulted about contract provisions, but could not provide legal advice even if I felt legal advice was necessary. By re-activating my bar membership, I don’t need to worry about the line between consulting and legal advice and can go wherever required to help my clients.

2. Since I’m an attorney, any communications I have with clients are automatically protected under laws governing attorney/client confidentiality. An author can provide me with information knowing it will be kept confidential. Confidential information would also include my analysis of an author’s contracts and any suggestions I provide the author for dealing with those contracts.

Under most circumstances, an attorney may not divulge confidential information concerning a client unless a judge orders him to do so. It is very difficult to persuade a court to issue such an order. Since there is no protection for communications between an agent and author, the attorney/client privilege provides my clients with much stronger protection.

Question: Now that you will be working for paying clients, does that mean you won’t blog about book contracts any more?

No. I will continue to blog about book contracts and discuss various components of publishing contracts and agency contracts on my blog. I’m not a believer in hiding knowledge. I’m a believer in spreading knowledge.

Question: Are you still writing a book about publishing contracts?


Question: If people read your book about publishing contracts, won’t that mean they don’t need to hire you as an attorney?

In some cases, my book may answer all their questions and they won’t need to hire me or another attorney to help them understand their contracts.

However, no book can possibly deal with all the different variations and twists in book contracts, some of which are being developed as I write this or answer all possible questions that arise from a relationship of publisher to author or agent to author.

Question: You make some pretty snarky comments on your blog. If I hire you, will you be snarky and sarcastic with me?

No. That would be extremely unprofessional and I would never treat a client, friend or associate that way. My sarcastic commentary is almost always directed at people or organizations that I believe mistreat authors or take unfair advantage of them.

Question: I know you ask people to contribute to your Contract Collection on your blog, then you use those contracts as a basis for some of your blog posts. If I hire you to help me with a contract, will my contract go into your Contract Collection?

No. Unless a client says otherwise, their contract is confidential information, subject to the same attorney/client confidentiality protections as any other information they provide to me. As an attorney, I am ethically prohibited from disclosing any client confidences.

If a client decides to contribute their contract to the Contract Collection, they may choose to do so. However, I will never raise the subject or make any suggestion to that effect. My default assumption is that any documents a client provides me are confidential.

Question: What happens to Passive Guy?

I’ve become quite attached to Passive Guy and he will continue to reign supreme on this blog, saying things that most attorneys wouldn’t say, acting as my wise-guy doppelgänger. Sometimes, PG perks up my day just as I hope he perks up yours. After this post, it’s back to third person.

Before the curtain goes back, here’s a request:

I have tried to make my new site as complete and comprehensive as possible. Since I expect to meet face-to-face with few, if any clients, I’ve provided much more information about my background than is typical for attorneys’ websites so people can hopefully gain some of the understanding of who I am and how I approach problems that they would in a face-to-face meeting.

Several people have kindly reviewed the new site and given me their comments. However, I’m acutely aware of problems that can occur with online announcements of new businesses and am just as susceptible to blind spots regarding what I’ve written as anyone else.

If I’ve failed to include something important, if anything I’ve written has the wrong tone or I’ve committed some other faux pas, please let me know via my Contact Page so I can fix it.

Reaching the end of my nattering and feeling the trepidation of the man behind the curtain, here is http://www.contract-counsel.com/



74 Comments to “PG is Hanging Out His Shingle”

  1. Fantastic! This blog really goes a long way toward building trust and demonstrating the important services you can offer authors. Ok, that kind of sounded like spam language, but I meant it. I’m sure I’m not the only regular reader bookmarking your new site.

    The website itself could use some layout/formatting fine-tuning, but as a web guy I notice and feel obligated to mention these things. Overall it looks great and is very clear.

  2. (whispering so Mrs. Passive Guy won’t hear me) You are CUTE.

    • Patricia – You are most kind. The photo was taken by a good friend who is a professional portrait painter.

      My friend typically works from a series of photos he takes with professional-quality photo lighting, etc., equipment he sets up in his painting studio. He had received a commission from a wealthy big shot who would be flying in for a photo shoot. This particular big shot has a forehead that looks like PG’s.

      So, my friend asked if PG would bring his forehead to the studio for some test shots. This is one of them.

  3. Good luck! I’m happy I found this blog. Lots of good stuff.

    p.s. Go Cats!

  4. Brendan’s right. I have a feeling you’ll get a lot of interest. But please tend to PG – don’t let him go anywhere!

    I am inexpert, but I don’t see any glaring issues.

  5. Awesome! We writers need people like you PG. I’m bummed Patricia beat me to mentioning how “cute” you are. I figured all the snarkiness would have twisted up your features into one of those iPad whirly faces by now.
    Best of luck!

  6. Just added your link to my blog site. This is fantabulous. Just no slacking on the Passive Guy blog. I’m an addict and must be fed.

  7. YAY! Confetti and chocolate all around!

    Thanks for a much needed service, PG!

  8. Congrats and about time. 🙂

    I studied each of the pages with interest and didn’t notice any red flags.

    I wish you every success.

  9. Yay!

  10. Looks good! Duly bookmarked for that day in the future when I’m finally published and Hollywood starts bombarding me with requests to option my work (hey, I can dream!)

    • Thanks, Zelah. I promise I’ll come to the ceremony where you get your Star on the Hollywood Walk of Fame.

  11. PG,

    I wish you the best of success in this new venture. You’ve helped me understand a great deal about how publishing works, and I’m sure I will continue to learn more, as I check The Passive Voice everyday. For all you’ve done, and all you are going to do, to help writers, new and established, I’m sure I speak for all of us when I say: Thank You.

  12. Congrats! What a great new venture for you, and a fantastic service to offer to authors! I have no doubt it will go swimmingly. Hopefully I’ll be in a position to retain your services at some point. Until then, keep PG going strong!

  13. PG, I’m glad you’re going to offer more help than you can provide on a blog. One (theoretical) question: your website says you are licensed in California. Will you be limited to work in that state? What if a client lives in another state and has a business offer from a company in a third state?

    • Hollister – The short answer to your question is that I will be able to provide services to clients who live outside of California.

      A little bit longer answer is this question relates to the Unauthorized Practice of Law rules, statutes, etc., of each of the 50 states. For a long time, attorneys who have an office practice and work in a relatively narrow legal area have routinely represented clients residing in many different states.

      An example would be a Hollywood entertainment lawyer who represents an author living in Florida in negotiations for an option to purchase movie rights to the author’s book. Depending upon the publishing agreement, the Hollywood lawyer might be working with a contract to which the laws of New York are expressly applied.

      The same general principle would apply for a publishing lawyer located in New York helping an author who lived in Ohio negotiate a book contract.

      As another example, when I practiced securities law in Los Angeles a long time ago, our firm regularly represented businesses headquartered in several different states before the Securities and Exchange Commission.

      The bright line Unauthorized Practice of Law no-no’s are practicing before the courts of a state where the attorney is not a member of the bar or specially admitted to practice and to open a permanent office where an attorney meets clients in a state where the attorney is not admitted to practice.

      Model rules describe “occasional work” in a particular state or “work related to the lawyer’s practice” in the state where he is admitted as being exempt from UPL restrictions.

      That’s probably more than you were looking for, but you know more than anyone in your critique group about this subject.

  14. You are bookmarked! I think it’s great you’re doing this and if a contract ever comes my way, I will contact you!

  15. Hehehehehe, your target audience got you out of retirement!

    A couple things:
    http://www.davidvandagriff.com/ might need a redirect now?

    and pssst, guys, PG’s wife is cute too.

    May your new venture bring you and yours priceless riches.

    As for me, as a *gasp*, publisher, thank you for bringing ethics to an industry that hasn’t had any for quite some time!
    -Steve Clark
    Publisher, Heart Press

    • Steve – Thanks for the reminder on the redirect. That was on my mental to-do list, not a safe place to be.

  16. Excellente! I know this venture is perfect for you.

  17. Great news PG, but I can’t say it surprises me. Your indignation at the legal abuses heaped upon writers came through loud and clear each time you posted on one of these one-sided contracts. I figured it was only a matter of time before you couldn’t stand it anymore and jumped back into harness. Besides, from your CV (which is damned impressive btw) you have a long history of championing the economically disadvantaged. I’d say though most writers qualify. You rock Pal. (However, in the interest of adding some slight balance to this love fest, I will add that, the views of my fellow commentors notwithstanding, I do not find you the least bit attractive.)

    Cheers – Bob

    P.S. – I posted a link to your new site on my blog.

    • Correction:

      “I’d say most writers qualify”

    • Thanks, R.E. I agree that I am not the least bit attractive.

      • I doubt that Mrs. Passive Guy agrees! (Men are so strange. I tell my spouse I like how he looks, and he accuses me of being irrational. *beth rolls her eyes*)

        Anyway, congrats on your comeback, and I hope that the work will be both light enough not to get you in trouble with the aforementioned worthy person there, and interesting enough to keep you entertained. Also, I’m making a note for use should I deal with a publisher.

        Actually, there’s an idea — could a bunch of us donate “anonymously” so that you’d review, say, the Pubit and Kindle contracts? Or can you not do that publicly?

        • *beth starts actually reading the other pages besides the front one*

          Sweet stars, but your rates appear to be highly reasonable!

        • Beth – Mrs. Passive Guy is the soul of charity and says encouraging things about my appearance when I don’t spill soup on myself in a restaurant.

          That’s an interesting idea bout the Pubit and Kindle contracts. I think I can do anything publicly except spill soup on myself.

  18. Congrats Passive Guy. You don’t look snarky, but I’m glad your voice is — when needed.

  19. Smashing debut. Glad to see your shingle swaying.

    The tone is professional, thoughtful. Your fine print is readable. The Bar may yank your ticket for that little slip.

    A recommendation: List the FAQs at the top of the page and hyperlink these to the answers. Ditto with services.

    All the best!


  20. I’ve bookmarked it in case I need it someday!

  21. Brilliant decision!

    It’s a wonderful new world out there, and it’s good to know that someone as straight-shooting and clear thinking as you are will be expanding his ability to fight for the people who don’t seem to be able to fight for themselves.

    I hope you get as much fun out of this new venture as you have from this incomparable blog.

  22. I was SO waiting for this, as I’m sure other readers were. It’s very encouraging to know there is someone with legal experience out there taking interest in the publishing battle.

  23. If I ever get a contract with a traditional publisher you are SO hired! I’ve been bitten by small press contracts. Never again.

  24. Bookmarked! Much luck to you and your business, PG!


  25. I gotta say, without throwing my panties at you, that I feel pretty special having known your secret identity all along. I’m like Alfred the Butler or something… except I’m about as butlery as you are batmanny, but still.

    This new venture is going to be great mate, you’ve shown the world through this blog what an excellent human you are, I have no doubt that you’re an excellent law person too (calling you a “lawyer” makes my throat itch).

    I fkn LOVE YOU MAN. Good luck!

    • Thanks, Judd. If you can throw your panties at me from Australia, you need to come to America and try out for an NFL team.

  26. It’s fantastic to finally meet the man behind the Blog.

    Years ago, in theatre, we would told not to let the audience meet you because it would take something away from the character. I don’t think this is the case here.

    Looking forward to the continuation of PG. If I ever need contact advice (in the US) I will be in touch.

  27. A month or two ago I predicted the following and I’ll predict it again: one year from now Passive Voice will have a little office with 5 other IP laywers providing thorough, trusted service to authors the world over!

    • Amy – Thanks for your prediction. I don’t know if I could get along with five other lawyers in close proximity. 🙂

  28. This is AWESOME news!

  29. Congrats PG!

  30. This is welcome news. Congratulations and good luck!

  31. The site looks good.
    Some nitpicking, there are six superfluous lines in the right column below the disclaimer.

  32. Congratulations! It’s sure to be quite the ride.

Sorry, the comment form is closed at this time.