contract-law
Assent to modified terms?
<p>Let's say there is a contract between ARTIST and COLLAGER. The contract says that COLLAGER will arrange several of ARTIST's specified works into a collage for some price, using a layout that ARTIST approves of. It also says that ARTIST retains all copyright of the individual works and the final collective work. Both agree.</p>
<p>COLLAGER then sends ARTIST a proposed layout, which has &quot;© COLLAGER [year].&quot; written unambiguously on the collage. COLLAGER asks ARTIST to &quot;Please approve this by signing next to the copyright statement&quot;. ARTIST does.</p>
<p>Is the copyright statement on the layout proposal considered an offer? And is signing next to it considered assent? As long as COLLAGER doesn't say that the previous contract is void/replaced, does ARTIST have any risk of losing copyright ownership to COLLAGER?</p>

<p>The artist and collager have a contract that states that the artist retains the copyright to the final collective work. To arrive at any other outcome, they both must agree to a new contract. One could argue that no new contract was agreed to for two separate reasons:</p>
<p>Firstly, the request to &quot;approve by signing next to the copyright statement&quot; is not very specific, understandable contract language that unambiguously is intended to transfer the copyright to the collager. Whether the specific language the collager used to make the new proposal is indeed a contract is debatable. A contract requires &quot;mutual assent&quot;, which is tested legally by how a &quot;reasonable person&quot; would interpret the contract - it's far from guaranteed that most reasonable people would interpret the correspondence as a mutual decision intended to transfer copyright.</p>
<p>Secondly, a contract requires <em>consideration</em> - one cannot enter into a contract where one side gets unilateral benefit and the other side gets nothing whatsoever. Even if the language used would constitute terms specific enough for a contract, there is certainly no consideration involved - the collager is proposing that they get the copyright to the collective work, while the artist gets nothing. Because there is no consideration for the artist, it is not a valid contract.</p>
<p>For these two reasons (especially the second one), the artist has a  strong case that they have not entered into any other contract or contract amendment other than what they originally agreed to, which states that the artist owns the copyrights to both the original and collective works. The legal argument is that collager never proposed a valid new contract, because they used ambiguous language that did not result in mutual assent, and did not offer anything in return.</p>
