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 Partnership and Ribstein & Keatinge on LLCs, depending on the form of organization.
Bill says that “absent agreement, each author holds the copyright to his posts. This means if we had a falling out with an author here, that author could force us to pull all his posts from the blog.”
That depends. But first a disclaimer: This is not legal advice.
Now, speaking theoretically, and not in an advice mode: If the blog is a partnership, which it may be by default, then the partners’ property, including intellectual property, may be co-owned by the firm. Rights may then depend in part on whether a single member could dissolve and what happens on dissolution.
Ownership of the domain name is a little stickier, as I discuss in the paper, and more fully in the forthcoming revision.
So would the group be a partnership? Well, is it a business, which a partnership must be? TOTM doesn’t yet have ads, but that may not answer the question if it’s planning to advertise. If it’s a business, then the question is whether the members are profit-sharers.
If the members are profit-sharers, then it’s probably a partnership. Then there might be vicarious liability for, e.g., defamation suits. It also means fiduciary duties, which the members may not want.
The way out of vicarious liability is an LLC or equivalent business association, which can be formed under some laws even if it’s not for profit. But the bloggers might not like some of the implications of this, including fiduciary duties. Maybe form under Delaware law and opt out of fiduciary duties?
Can you have an agreement for a group blog that’s not a partnership or LLC? Yes, but you’re taking a chance that the court might characterize it as a partnership anyway, which argues for forming an LLC.
The ideal solution is my proposal for a “contractual entity.” See Limited Liability Unlimited, 24 Delaware Journal of Corporate Law 407 (1999).
Here’s another suggestion – a sole blog. Too late for TOTM however.
As I said, more in my forthcoming draft. And keep in mind that this blog doesn’t give legal advice.
