Clause & Effect: <b>Acceptability Provisions in Book Deals</b>

HBJ moved to dismiss, contending that Helprin was barred from filing suit by Paragraph 8 of the publishing agreement that stated “if a Work is not published within the time provided in Paragraph 6 [ie, within 18 months after delivery and acceptance of the final revised manuscript] … Author may thereafter request Publisher by written notice … to publish such Work within six months after Publisher's receipt of Author's request. If, after receipt of such notice, Publisher fails to publish such Work within such period, this Agreement will terminate with respect to such Work immediately and automatically at the end of such period, all rights to such Work will revert to Author on the effective date of termination without further obligation or liability on the part of Publisher, and Author will have the right to retain any advances previously paid, but will be entitled to no other compensation, remedy, or damages, and Author will retain the right to sell such Work to another publisher and retain the proceeds. Publisher's failure to publish a Work that it has accepted according to the provisions … hereof will not alter the conditions under which Author is deemed to have satisfied his obligation in regard to such Work.”

Under HBJ's reasoning, despite rejecting the manuscript, the book was acceptable for purposes of these provisions because Helprin claimed in his suit that the manuscript met the terms of the contract's acceptability clause.