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Could anyone please help me to understand a few rather confusing moments in one particular Copyright Transfer Agreement? The said Agreement is issued by the Journal of Materials Research and can be accessed here (via the link at the bottom of the page) or here (a direct PDF link).

1. In the Section A1 it is required that

Additional authors names and affiliations should be provided on a separate sheet and all should be aware of, and accept, the terms of this form and accompanying form

I've read the Agreement forms back and forth a few times and couldn't find neither the manner in which the authors names and affiliations should be provided nor how should all the authors acknowledge that they are aware of this form and accept its terms. Am I right that in Agreement there is no explicit indication of how exactly should all the authors affirm that they understand and agree with these forms?

2. On the page 2:

Section B - ... (to be completed by all authors)

Under Section B there are Name, Signature and Date fields. At first, I thought that it is required to print out as many Section Bs (second pages) as there are authors and to make them all fill and sign the forms. But in the middle of the page this phrase rests:

(one author authorized to execute this warranty statement above and conflict of interest statement below on behalf of all the authors of the above article)

So, does it mean that one author can sign the form on behalf of all of them? What gives him the authority to do so? As far as I see, in the forms provided there is no explicit way to acknowledge that one author is (sorry) authorized to act on behalf of the others. Isn't there a legal loophole that, after the forms are signed and filed, allows the co-authors to claim that they did not permit that one (corresponding) author to transfer the copyright?

So, from the point of view of thoroughly correct legal English, is the said Agreement as dubious as I perceive it, or did I miss something?

  • Voting to close because it involves specific legal advice concerning what actions you should take in a particular situation, not a general legal question such as what the language in an agreement means legally. You may be able to edit it to form an acceptable question. What to do, given the law, is always a question to be decided by you with the help of your lawyer if you have one. – ohwilleke Jan 10 at 19:34
  • @ohwilleke thanks for your comment; I've tried to amend the question to make it more appropriate for law stackexchange. – voffch Jan 10 at 20:52
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The contract is fine (or fine enough)

What you are overlooking is agency law. The person who is signing the document is representing to the other party that they are authorized by the other authors to act as their agent. The other party is entitled, through agency law, to rely on that representation unless they have reasonable belief that the agent is not so authorized.

For example, when you buy your groceries, the cashier is an agent of the supermarket. You are allowed to assume that they have the right to sell the supermarket's product. If you couldn't do that you (and everyone else) would have to ask to see a letter signed by all of the directors of the supermarket giving that particular cashier such authorization. And you'd have to check the cashier's ID and make sure that the directors who signed were the current directors etc. This is clearly unworkable - hence agency law.

If the author who signs does not, in fact, have the authorization of the the other authors that's a problem between them - it does not invalidate the contract they signed.

  • Suppose I'm a co-author and hence have a copyright interest in the paper. My co-author and I disagree, and my co-author signs a form like that. I have in fact agreed to nothing about copyright transfer, formally or informally. It would seem odd if I could lose my copyright because someone else did something without my agreement. Doesn't agency law require an agent to be authorized? – David Thornley Jan 10 at 22:08
  • @DavidThornley As stated, agency can be presumed. You can sue your co-author for your loss they caused you by giving away your property without consent. Between you and the journal the copyright has been transferred. – Dale M Jan 10 at 22:09
  • I did some digging on Wikipedia, and in the article on Apparent Authority, found "There must be some act or some knowing omission on the part of the principal - if the agent alone acts to give the third party this false impression, then the principal is not bound." Therefore, a grocery store hires someone and puts them at a cash register, so that someone has apparent authority, due to an action by the principle, and so the transaction is valid. Even so, if the cashier way undercharges me, the grocery store will ask me to make up the money or return the merchandise. – David Thornley Jan 11 at 23:04
  • It seems to me that, if the co-authors are aware of what's going on, and don't object, the signing author has apparent authority, and the transfer is binding. It might be held that the co-authors have a limited amount of time to object after learning of the filing, before it becomes a knowing omission. If the transfer document is in the context of a submission that all authors are involved in, that's again apparent authority. t would seem, though, that if a co-author objected to the transfer, and notified the journal when he or she found out, the transfer is invalid. – David Thornley Jan 11 at 23:14

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