Comments on: Group Blog Agreement http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/ Academic commentary on law, business, economics and more Fri, 19 Mar 2010 20:08:11 -0700 http://wordpress.org/?v=2.8.5 hourly 1 By: TRUTH ON THE MARKET » Legal Structure for Co-Blogging http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-1559 TRUTH ON THE MARKET » Legal Structure for Co-Blogging Sun, 23 Apr 2006 16:50:48 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-1559 [...] In light of the various liability and ownership issues, the article recommends that co-bloggers either form a limited liability entity or execute a co-blogger agreement. The article does not, however, say which is the best overall option, but I will. In my opinion (and this is not legal advice as the best option for you would depend on your specific facts and circumstances), if your group blog does not sell ads, have a tip jar or otherwise generate revenues, the way to go is a co-blogger agreement. The agreement can fully deal with all the IP ownership issues, allocate liability risk, and preserve an argument that the bloggers are not partners (being classified as partners has adverse potential liability consequences, including, as I just learned from Eric’s article, the likely loss of Section 230 protection) (see here for some more thoughts). Additionally, as Eric mentions and Eugene Volkh points out in this post, a blogger’s homeowner’s insurance policy may provide protection for some blog related claims. [...] [...] In light of the various liability and ownership issues, the article recommends that co-bloggers either form a limited liability entity or execute a co-blogger agreement. The article does not, however, say which is the best overall option, but I will. In my opinion (and this is not legal advice as the best option for you would depend on your specific facts and circumstances), if your group blog does not sell ads, have a tip jar or otherwise generate revenues, the way to go is a co-blogger agreement. The agreement can fully deal with all the IP ownership issues, allocate liability risk, and preserve an argument that the bloggers are not partners (being classified as partners has adverse potential liability consequences, including, as I just learned from Eric’s article, the likely loss of Section 230 protection) (see here for some more thoughts). Additionally, as Eric mentions and Eugene Volkh points out in this post, a blogger’s homeowner’s insurance policy may provide protection for some blog related claims. [...]

]]> By: Law & Society Weblog http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-762 Law & Society Weblog Sun, 19 Mar 2006 23:44:05 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-762 <strong>The Legal Status of Group Blogs… (sigh)...</strong> This post on Truth in the Market is a good example of property fundamentalism run amok and how overlawyering gets in the way of just having fun. Unless you want to make money with your blog, why not simply license all content under a creative commons... The Legal Status of Group Blogs… (sigh)…

This post on Truth in the Market is a good example of property fundamentalism run amok and how overlawyering gets in the way of just having fun. Unless you want to make money with your blog, why not simply license all content under a creative commons…

]]> By: Thom Lambert http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-102 Thom Lambert Sun, 22 Jan 2006 17:01:14 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-102 The only profit I expect to receive from this venture is the reputational benefit of being associated with you fine folks. But I'm certainly willing to agree to any terms that will limit your personal liability for stupid things I might say (and vice-versa). Thanks Bill. The only profit I expect to receive from this venture is the reputational benefit of being associated with you fine folks. But I’m certainly willing to agree to any terms that will limit your personal liability for stupid things I might say (and vice-versa). Thanks Bill.

]]> By: Josh http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-96 Josh Sat, 21 Jan 2006 23:20:01 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-96 Bill: If and when that day comes, I will wait for my check in the mail. In the meantime, I am quite happy to work for free :) Bill: If and when that day comes, I will wait for my check in the mail. In the meantime, I am quite happy to work for free :)

]]> By: Bill Sjostrom http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-93 Bill Sjostrom Sat, 21 Jan 2006 22:51:41 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-93 Josh: If we ever do get to the point where we could take ads and make some real money we would re-evaluate. My thinking is at that point, if the money involved exceeds the transaction and other costs associated with forming and maintaining an LLC, we would form one, and you would get paid. Larry: I'll take a look at the referenced materials. I'm not sure what you mean by the provision being awkward; how it's drafted? or the substance? (I would draft it more artfully in the actual agreement). The bottom line is that for a variety of reasons I think it makes sense for a group blog to avoid partnership treatment, but given the cost involved (as compared to revenues of zero) it does not make sense to form an LLC. Maybe my approach isn't perfect, but I think it is better than no agreement at all. If someone has a better idea, I'd like to hear it. Josh: If we ever do get to the point where we could take ads and make some real money we would re-evaluate. My thinking is at that point, if the money involved exceeds the transaction and other costs associated with forming and maintaining an LLC, we would form one, and you would get paid.

Larry: I’ll take a look at the referenced materials. I’m not sure what you mean by the provision being awkward; how it’s drafted? or the substance? (I would draft it more artfully in the actual agreement). The bottom line is that for a variety of reasons I think it makes sense for a group blog to avoid partnership treatment, but given the cost involved (as compared to revenues of zero) it does not make sense to form an LLC. Maybe my approach isn’t perfect, but I think it is better than no agreement at all. If someone has a better idea, I’d like to hear it.

]]> By: Larry E. Ribstein http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-92 Larry E. Ribstein Sat, 21 Jan 2006 22:50:08 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-92 The suggested provision is awkward and has no case law support that I'm aware of. The relationship is what it is objectively, as many courts have pointed out. See Bromberg & Ribstein Sec.2.05. A provision that the relationship is not intended to be a partnership might have some effect and at least has some precedential support but would not be conclusive. Adding partnership-type provisions as a backup could swing the court toward partnership. (Cf. the Abercrombie case on the analogous issue of characterization of a voting agreement as a voting trust.) I would suggest that you read my Limited Liability Unlimited article, as well as Chapter 2 of Bromberg & Ribstein. The suggested provision is awkward and has no case law support that I’m aware of. The relationship is what it is objectively, as many courts have pointed out. See Bromberg & Ribstein Sec.2.05. A provision that the relationship is not intended to be a partnership might have some effect and at least has some precedential support but would not be conclusive. Adding partnership-type provisions as a backup could swing the court toward partnership. (Cf. the Abercrombie case on the analogous issue of characterization of a voting agreement as a voting trust.) I would suggest that you read my Limited Liability Unlimited article, as well as Chapter 2 of Bromberg & Ribstein.

]]> By: Geoffrey Manne http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-91 Geoffrey Manne Sat, 21 Jan 2006 22:46:16 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-91 I thought we agreed I was the sole owner and you were all employees. Did I get that wrong? But I'm with Josh. I'll sign. Just as long as I get to keep all the trademark licensing revenue. I thought we agreed I was the sole owner and you were all employees. Did I get that wrong?

But I’m with Josh. I’ll sign. Just as long as I get to keep all the trademark licensing revenue.

]]> By: Josh http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-90 Josh Sat, 21 Jan 2006 22:33:51 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-90 Wait, you mean I'm not getting paid? For what it is worth, I would have no problem signing a contract to deal with any of the above mentioned issues. Wait, you mean I’m not getting paid?

For what it is worth, I would have no problem signing a contract to deal with any of the above mentioned issues.

]]> By: Ideoblog http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/comment-page-1/#comment-87 Ideoblog Sat, 21 Jan 2006 21:05:05 +0000 http://www.truthonthemarket.com/2006/01/21/group-blog-agreement/#comment-87 <strong>Group blog agreements...</strong> Bill Sjostrom talks on TOTM about agreements for group blogs. First I suggest brushing up a little on partnership law, possibly by looking at my Law and Economics of Blogging (revision coming soon), and more optimally at Bromberg Ribstein on... Group blog agreements…

Bill Sjostrom talks on TOTM about agreements for group blogs. First I suggest brushing up a little on partnership law, possibly by looking at my Law and Economics of Blogging (revision coming soon), and more optimally at Bromberg Ribstein on…

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