the newsletter for the association of authors' representatives 2017, aar...the newsletter for...

the pitch fall 2017

LETTER FROM THE PRESIDENT

The Newsletter for the Association of Authors' Representatives

CONTENTS1. LETTER FROM THE PRESIDENT

3. AGENT RECOMMENDED READINGCOMMITTEE REPORT: CONTRACTS

4. TRANSLATION CONTRACTS REQUIRE FOREIGN EXPERTISE

6. UPCOMING AAR PROGRAMS

7. AAR DIVERSITY INTERNS SHARE PUBLISHING EXPERIENCES

8. COURT DECISION DISSECTS THE AUTHOR/AGENT RELATIONSHIP

10. COMMITTEE REPORT: ROYALTIES

13. COMMITTEE REPORT: INTERNATIONAL

15. COMMITTEE REPORT: SMALL BUSINESS

16. NEW MEMBERS COMMITTEE REPORT: DIGITAL INNOVATIONS

18. AAR CANON OF ETHICS

20. BOARD OF DIRECTORSCONTRIBUTORS

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MY TIME IN PUBLISHING SHOULD BE MEASURED IN DECADES, rather than years. Some friends from the early times remain professional and personal friends to this day. Perhaps 36 or 37 years ago, I met Jamie Raab, then a young magazine editor who invited me into her book group (I had never heard of a book group so that was enlightening; it was also my introduction to the whole idea of networking).

I met Deb Futter over 30 years ago, and soon sold her a novel which became the lead title in a new series she was heading up—Bantam New Fiction. I then took on a writer who was the second lead title in the series, and have sold scores of books to Deb over these many years. All of us are still friends and valued colleagues. We did many books together at Grand Central, we have attended numerous author readings and dinners over the years, and we have nervously read many reviews together.

I did not know what to expect when Jamie and Deb left Grand Central. Would they go back into traditional publishing corporations? Would they become agents? Consultants? Would they take some kind of early retirement so they could read “real” books and travel?

When they announced the formation of Celadon Publishing, a division of Macmillan, I was surprised, but quite excited for

them. Then I started to think about what it meant to open a new house at this diffi cult time in the publishing world. I invited them to meet to discuss their decision to pioneer a new division at a time when we are selling fewer copies of so many worthy titles, when we are mourning the loss of review pages, when we fi nd a seemingly limitless number of competing distractions. I wanted to learn about their goals, their methodology, and their theme song. So we met for a drink downtown in the Flatiron district near their new offi ce.

In short order, it became clear that the formal questions I had prepared could be tossed. Deb and Jamie’s passionate discussion of what they bring to this new venture and what they hope to accomplish is simple. For starters, a new publishing list will be good for writers, agents, editors, and the industry. It is a win-win situation. And both Deb and Jamie are well prepared. Having spent their entire careers in corporate publishing,

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they are experts at working with the pieces of the puzzle—running meetings, calculating costs and discounts, using contacts as well as technologies toward various ends, understanding what a P&L really means. They seem primed for success.

And they are opening their doors with an unexpected guiding principle: back to basics. That is, they will endorse a return to the basics of good, classic publishing, some of which may have been obscured in the corporate world we live in. Passion and simplicity will guide their work. Each Celadon title will be chosen because it is truly singular, truly original. Celadon will prioritize publishing a title well and getting it into both the marketplace and the consciousness of the general public. This care will be the guiding principle from the moment of acquisition to well after publication. Simplicity in publishing will override most conventional practices. We all acknowledge that people read books, people fall in love with books, and people write books, and publish books, and promote them. Jamie and Deb hope their books will arouse passion in their readers and those who work on them. And ideally, Celadon will be a highly curated list of fiction and nonfiction titles that we will be discussing at cocktail parties—books that we cannot get out of our heads and cannot wait to talk to our friends about.

I asked Deb and Jamie how they liked being out of the mix for seven months, reading books purely for interest and not for the job. It was not surprising to hear that they both really loved

the freedom—but still wanted to come back to publishing. And they learned a lot from this little self-designed sabbatical. Both of them admitted that during the long stretch when they were simply members of the general public—away from author obligations, phone calls with agents, industry gossip, auctions—news about new books filtered down to them with only the faintest echo, barely

penetrating their consciousness. They were both astounded by how minor the impact was on the man on the street, even when a “major” new book was reviewed, discussed on NPR, or featured on a national television show. They would ask each other, “Remember that book that we lost at auction that sold for huge money? Has that book published yet?” only to find that yes, it had been published, to the great silent fanfare that is the fate of many, many titles.

So they vowed to choose particularly well, and then launch each Celadon book with a strategic campaign, not just “a lot of great publicity stuff.” They will develop a strategy that covers pre-pub, publication, and post-pub work, and their titles will receive ample publicity and marketing attention throughout.

Well, that sounds good to me!And it would sound good to most

of the writers on my list, many of whom have already told me about this new house they’ve heard about, and how perhaps I should send their unsold books there. I asked Deb and Jamie, “When should I send over the U-Haul

truck full of good manuscripts? You must need to buy a lot of books fast!” But the answer was interesting; they are in no hurry to buy inventory to be ready to race into the market at the earliest possible date. They reminded me that you only have one chance to launch your first list, and that first launch is significant. They will maximize the luxury of time and manpower so that they can aim

do it right, to reinvent the wheel somewhat, to choose wisely and think outside the box for each title.

The takeaway for me was rich and resonant. I feel that their openness in general—personality traits that allow them to listen to ideas, work out new ways of doing the age-old things, willingness to try things a new way and go with the surprises that may come along with it—will take them far. They kept saying something that resonates for me: “When you find yourself doing things that counteract your instincts, it is probably a mistake.” So, yes, back to basics. Listening to our real instincts. Simplicity. Falling in love with a book and an author. A welcome return to the joy of discovery.

As we left, I had to lift a glass to both of them for venturing forward in a way that brings to mind those ideals that have kept us reading through that endless manuscript pile for all these years, and that brought us all to this business in the first place.

We will follow their progress with the greatest interest.

– Gail HochmanPresident, AAR

“A welcome return to the joy of discovery.”

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AGENT RECOMMENDED READINGBY VICTORIA SKURNICK

AAR’S NEWSLETTER COMMITTEE got to talking. It was end of summer and we had all read a bunch of books in recent weeks. As always, most of what we read were manuscripts authors had submitted, but each of us also got to other works we’d been dying to read.

We decided it would be fun to highlight someone else’s literary and/or commercial success. So, we asked 20 or so agents to recommend a book they loved, with a line or two about the work. We could hardly believe how fast everyone

responded—and this was during the last week of August! Evidently, we’ve all been standing around, dying to tout our favorites, but unable to most of the time because we’re so busy recommending the books we are paid to plug.

Since I put in the time to get the list together, I’ll take the opportunity to recommend my own favorite. I read This Could Hurt by Jillian Medoff in galley form—it’s coming out in January. The subject is a human resources department—certainly not something I thought I’d been dying to know more about. But it’s the most deeply feeling, original, brilliantly-written novel I’ve read in years. I loved it and heartily recommend.

And thank you to all the wonderful agents who offered up their favorites. Some stuck to the request for one book; others picked four or five. Put all these books together and you have a most unique and trustworthy reading list for your next vacation.

Denise Shannon (Denise Shannon Literary Agency):

The Remains of the Day by Kazuo Ishiguro. Gut-wrenchingly beautiful in the writing, about someone whose misplaced loyalty and propriety keep him from seizing on a relationship with a woman he has loved for decades.

Robin Rue (Writers House): Any Louise Penny. And They

May Not Mean To, But They Do by Cathleen Schine.

Merrilee Heifetz (Writers House): The Yiddish Policemen’s Union

by Michael Chabon!

Joy Harris (The Joy Harris Literary Agency):

Let the Great World Spin by Colum McCann. Also, Stoner by John Williams, Cutting for Stone by Abraham Verghese, The Door by Magda Szabo.

Jane Gelfman (Gelfman Schneider/ICM):

This summer: Amor Towles’ A Gentleman in Moscow—brilliant writing, wonderful original voice, intricate plot, riveting and satisfying to read, great color, detail, and humor. Another recent favorite: Hope Jahren’s Lab Girl. And other more: Barbara Kingsolver’s The Poisonwood Bible, Adam Hochschild’s King Leopold’s Ghost, Adam Johnson’s The Orphan Master’s Son.

Stacy Testa (Writers House): So hard to choose just one...My

pick is Karen Thompson Walker’s haunting The Age of Miracles. I love the interplay between the familiar (preteen angst) and the unimaginable (the world literally shifting on its axis). For me, that book was unforgettable.

Deborah Schneider (Gelfman Schneider/ICM):

I just read My Absolute Darling by Gabriel Tallent and it's my absolute favorite (congrats Joy!) Also, The Orphan Master’s Son by Adam Johnson, Lincoln in the Bardo by George Saunders, A Little Life by Hanya Yanagihara, and The Book Thief by Markus Zusak.

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COMMITTEE REPORT: CONTRACTSCHAIR: WENDY STROTHMAN

Since the last newsletter, the Contracts Committee has updated the Basic Movie Contract Checklist (for the first time in over a decade); collaborated with the International Committee on their Basic Translation Contracts Checklist and co-sponsored a panel on translation contracts; and met with Skyhorse about their contract and alerted the membership regarding it. In the coming months, the committee hopes to tackle a Shopping Agreement Checklist.

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Liza Dawson (Liza Dawson Associates):

I’ve loved each one of Elizabeth Strout’s dark novels, but her newest, Anything is Possible, is a creative jump forward. Lucy Barton and her siblings and their friends reveal memorable (and unexpected) flashes of optimism, a kind of embracing joy. I had to slow myself way down to keep from reading too quickly.

Paul Fedorko (UTA): This was an easy one for me.

It’s Berlin Noir by Philip Kerr. It features ex-cop turned detective Bernie Gunther in Berlin in the late ‘30s. Kerr captures the period perfectly and has created one of the most original characters in Bernie Gunther.

Stephanie Rostan (Levine Greenberg Rostan):

The Glass Castle by Jeanette Walls!

Richard Pine (Inkwell Management):

The Tolkien trilogy, because it transported me to another world

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when I was laid up in bed. The Adventures of Augie March by Saul Bellow, because it dared me to dream. White Noise by Don DeLillo, because it proves that paranoia is real. The Nightingale by Kristin Hannah, because it made me cry.

Stuart Krichevsky (Stuart Krichevsky Literary Agency):

The Orphan Master’s Son by Adam Johnson. King Leopold’s Ghost by Adam Hochschild. The Power Broker by Robert Caro. Woody Guthrie: A Life by Joe Klein. The Song by Philipp Meyer. The Road by Cormac McCarthy.

Kassie Evashevski (UTA): Recent books: The Neapolitan

novels by Elena Ferrante because they are serious, literary works that tell the story of an epic friendship between women—something I have not, sadly, read before. And Americanah by Chimamanda Ngozi Adichie, because it’s a brilliant reminder of what American life looks like through an immigrant’s eyes and I think about it every day on the streets of New York. Oldies

but goodies: A Clockwork Orange by Anthony Burgess and Cat’s Cradle by Kurt Vonnegut, because they broke free of my idea of literature at age 13 and were extremely influential in my development as a book lover.

Brandi Bowles (UTA): Three favorites: Enduring Love

by Ian McEwan, which is just an incredible story as well as a bigger picture meditation on human nature (and evolution!); House of Leaves by Mark Danielewski for its ambitious and delicious plot, surprise celebrity cameos, and for expanding my ideas of what a book could be and do; and Zealot by Reza Aslan, which is like time-traveling to the birth of Christianity, and seeing a religion you thought you knew with corrective lenses.

Allison Devereux (Wolf Literary Services):

Remainder by Tom McCarthy— a literary mindbender that changed the way I view bodies moving through time and space. It feels like experiencing déjà vu for 300 pages.

TRANSLATION CONTRACTS REQUIRE FOREIGN EXPERTISE BY JONATHAN LYONS Director of Translation Rights at Curtis Brown, Ltd. and partner at Lyons & Salky Law, LLP

AGENTS ARE OFTEN pleasantly surprised when they review foreign language agreements for the first time, if only because these agreements are much shorter than most English language versions. Foreign language agreements

differ from domestic agreements in a variety of other ways, most often to your client’s advantage. However, there are still a number of important points to consider and a wide variety of nuances in each territory.

In contrast to agreements in the United States, which run for the term of copyright, most foreign language agreements are between 3 and 10 years in length, depending on the market, title, and publisher. The term will sometimes run from receipt of a manuscript suitable for translation or from the date of publication of the Work, as opposed to the date of the agreement.

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conveyed in a foreign language agreement is often narrower in scope than grants to American and British publishers. Western European markets typically insist on a larger grant (including multiple print formats, book club, e-books, and audio), while elsewhere the grant is limited to a single print format or print and electronic formats. The inclusion of audio is trending lately, corresponding with the rise of subscription models in some territories and increased download sales. A notable example of this is Sweden and the company Storytel, which was founded in 2005 and has since become Sweden’s largest publisher, and is now offering services in other countries.

Agents should consider in their negotiations that the adoption rate of e-books in Europe and elsewhere is considerably less than in the U.S. The reasons for this are varied and often country-specific, but in Europe it

is at least in part due to a higher value-added tax (VAT) on e-books compared to print. European Union member countries have extensively discussed a proposal to allow for the reduction of the VAT on e-books to match print, but no legislation has been passed to date.

Despite the e-book market being quite nascent in many foreign territories, piracy is rampant in many, most notably in Eastern

Europe, Russia, and Spain. As a result, it may make sense in some circumstances to grant e-book rights to a viable publisher so that a legal e-book edition can be available, which both lowers the incentive for users to create and make available illegal editions and empowers the publisher to act on your client’s behalf to remove pirated editions.

Generally the territory of a grant in translation will be for the language in question throughout the world, e.g. German language throughout the world. However, there are some exceptions, most notably for Portuguese, Chinese, and Spanish agreements. For Portuguese, it is common to grant these language rights only in Brazil or Portugal to a respective publisher due to a variety of distinctions in the language in each country. For China, the grant is typically simplified Chinese rights for mainland China, and complex Chinese language rights for the

rest of the world. Finally, grants in Spanish are broken up between Latin America and Spain on occasion, and sometimes even the United States as well.

Chinese language rights raise another unique issue: the license of rights to two publishers—a state-run publisher and a privately held publisher. Only state-run publishers may publish works in China, so private publishers

“Still, as with any contract, it’s important to thoroughly negotiate and review all the

terms of the agreement.”

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will often publish a title in collaboration, with the state-run publisher providing the ISBN for the work. As a result, Chinese agreements will include a clause that allows for a privately held publisher to enter into such a co-publishing arrangement.

Another unique issue is licensing to publishers in Iran, Russia, and Ukraine. Due to ongoing international conflicts, there are currently additional U.S. government rules in place with regard to doing business in these markets. While the details relating to this are too extensive to describe here, at a minimum, agents should do their due diligence when entering into a deal with a publisher in one of these territories they have not done business with before, including checking the OFAC SDN list.

When granting electronic or other non-print formats, agents can sometimes negotiate the reversion of such rights if an edition is not published within a certain period of time following print publication. In addition, it’s often possible (though on occasion not permitted under that country’s laws) to negotiate a minimum price guarantee for e-book and audio download formats to ensure that such editions do not cannibalize sales of the print edition.

Like U.S. deals, most foreign language agreements are


MARK YOUR CALENDARAAR PROGRAMS – FALL 2017/WINTER 2018WEDNESDAY, JANUARY 17, 5:45-7:00 PM First Serial Sales and the Magazine Market: Who Is Buying What These Days?

TUESDAY, FEBRUARY 27, 5:45-7:00 PM Meet the Publisher Simon & Schuster Children’s Books

All events att the Society of Illustrators, 128 East 63rd Street (between Park and Lexington Avenues)


Summer Toolbox

structured on an advance/royalty model. However, in some markets it’s common to negotiate a flat fee in return for the right to print and sell a fixed number of copies. To calculate the appropriate fee in such scenarios, agents can inquire as to the format and retail price and then apply the standard royalty in the territory for that format to determine an appropriate amount.

Royalty rates fluctuate widely in each market, and your co-agents should be able to advise you accordingly about the appropriate rates. However, it’s important to note that in some territories royalties are accounted after VAT or even on net, something that is not always disclosed or easily noted in a royalty statement. Russian agreements are of particular note here, where publishers often pay the royalty rate based on the wholesale price.

In contrast to U.S. agreements, it’s regularly possible to negotiate approvals on cover art, all subsidiary rights licenses, the translator, and more. When approval is obtained, clients should be reminded that the market and custom for such cover art can vary quite a bit from

the United States, reflecting the different market and culture.

Foreign language agreements almost never include an option for an author’s next work. However, agents should know that there is a well-established unspoken first-look option in almost all territories for an author’s next book, and ignoring such protocol can severely undermine your relationship with foreign publishers.

Otherwise, foreign language publishing agreements typically

include many clauses similar to those found in a U.S. publishing agreement, such as a time frame to publish clause, an out-of-print clause, and an accounting clause. The points of negotiation regarding such clauses are the same, though often the language used is much more straightforward than what might appear in an American publisher’s agreement. Still, as with any contract, it’s important to thoroughly negotiate and review all the terms of the agreement.

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AAR DIVERSITY INTERNS SHARE PUBLISHING EXPERIENCES ERIC POLANCO

A FRIEND OF MINE introduced me to the City College of New York Publishing Certificate Program (PCP). She spoke of seemingly insurmountable projects: copyediting a manuscript, writing reader’s reports, and creating a book proposal. She felt inundated. Yet there was always a glimmer of hope, excitement, and wonder in her voice. As much as I like to believe that I am unique in our ever-expanding universe, I am not. I enrolled in the PCP and I started behaving like her. I discovered that the positivity that I sensed in the lower registers of my friend’s panicked cries was a yearning for and love of books and their development.

When I learned about the AAR Diversity Initiative Internship, it seemed like a great opportunity. The literary agent works as mentor, negotiator, publicist, advocate, and editor. Finding a remarkable manuscript and helping the author refine it sounded like a dream job. An agent’s responsibilities also seemed daunting. I wanted to learn how best to approach a publisher, nurture a relationship with an author, and act as their advocate.

Within two weeks of being selected as a finalist for the program, I had an in-person interview and two over the phone. Several other agencies requested reader’s reports on partial manuscripts. In short order, two agencies offered me internships, and I decided to accept with Amy Bishop at Dystel, Goderich & Bourret. Both agencies that offered me a position were well-regarded, and I couldn’t believe I had such a tough decision to make. For the internship with Dystel, Goderich & Bourret, I was tasked with reading commercial fiction and providing reader’s reports.

There’s much about the world of publishing that I know, but there’s even more that eludes me. This internship helped plug the holes in my publishing knowledge and experience. The monetary component of the AAR Diversity Initiative Internship allowed me to take care of living expenses, as I am my home’s primary breadwinner. Without financial worry, I was able to focus on learning as much as I could. By observing the agents at Dystel, Goderich & Bourret, I found a model for how best to network and market myself and my author to potential clients if I am fortunate enough to become an agent one day.

EDITH PEREZ

AGENTS WERE ALWAYS a mystery to me. They were frequently

mentioned in my publishing classes, but I never considered a career in agenting. Opening an email one fateful morning, I became aware of an internship opportunity through the AAR that could introduce me to the world of literary agencies. I immediately applied, and soon emails offering me possible internships flooded into my inbox. One of them was from The Bent Agency. I had an interview where, after half an hour of introductions, questions, and laughter, I felt confident about my chances of being selected. I received an acceptance email the day after my interview. This was the best news I could have possibly imagined at that moment.

I began my journey as an in-house intern at The Bent Agency on May 1, eager to learn all about the role of an agent. I was immediately provided with an inside view into agenting. Monthly coffee dates with the office’s agents definitely helped clear up any confusion I might have had. Connecting with different agents and their tastes was a great

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Editor’s note: AAR board members Susan Ramer and Cynthia Cannell were instrumental in creating the AAR Diversity Initiative Internship. This past summer, the inaugural interns Eric Polanco and Edith Perez interned with Dystel, Goderich & Bourret and The Bent Agency, respectively. They reflected on their experiences being introduced to agency life and beginning their careers in publishing.

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way for me to learn about the different paths they’d taken to get where they are.

As I filed contracts, entered royalty statements, and mailed copies of finished books all over the world, I was introduced to a different side of publishing. Weekly agency meetings helped me understand the effort and time it takes to get a writer’s words polished enough to send off to a publisher.

When I first arrived at The Bent Agency, I was acutely aware of being surrounded by faces that shared the same race, in a setting where my curly afro seemed out of place. But after an agent reached out to me for advice on a manuscript targeting minorities, I felt more at ease. I was able to bring insight to the issues his author wanted to highlight, helping to make a stronger manuscript. The moment I became comfortable with my role of bringing diversity

and a different perspective into a new setting, an opportunity fell into my lap. Our boss Jenny Bent, an incredible agent, reached out to me about a possible permanent part-time position. After a few meetings, she offered me the role of foreign rights assistant for The Bent Agency. I went from

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working in a small space to sitting at my own desk by a window, and from filing contracts to approving contracts from co-agents overseas! Inspired to expand my knowledge about all aspects of publishing, I applied to and was accepted to the New School’s Creative Publishing and Critical Journalism graduate

COURT DECISION DISSECTS THE AUTHOR/ AGENT RELATIONSHIP BY KEN NORWICK AAR General Counsel

IT’S NOT EVERY DAY that court cases directly involve literary agents. When that happens, attention should probably be paid, even if the underlying facts are somewhat convoluted and atypical, and even if it may be hard to root for any of the parties. Such a case was decided in August of this year by a senior federal judge in Manhattan. The following account will directly quote (albeit without quotation marks)

from the judge’s “Findings of Fact” and “Conclusions of Law.”

THE PLAYERS AND THE CASE

The author in the case is Mary Kuczkir, a successful fiction writer under the name “Fern Michaels.” The relevant agent was Martin Friedman, who was first Kuczkir’s lawyer and then became her agent as well. He began serving as her

lawyer in the 1980s and started to also serve as her agent in 2004. From 2004 to 2007 he only billed for his services on an hourly basis as her lawyer. In 2007, he began receiving an 11% commission pursuant to a Commission Agreement for each publishing contract procured by him on her behalf. At the same time, his law firm (M&S) continued to bill Kuczkir by the hour for all work

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performed on her behalf, including for the literary agency work.

In 2013 Kuczkir fired Friedman, and he subsequently sued her for “payment of an 11% commission on the royalties from a publishing contract that he claims to have procured between Kuczkir and Kensington Publishing Corp. prior to his termination,” along with other withheld sums. Kuczkir claimed that he wasn’t entitled to those sums and that Friedman had “breached his fiduciary duty to her and that all past commissions received should be returned.”

FROM THE JUDGE’S FINDINGS OF FACT

Prior to 2004, Kuczkir used the services of at least five literary agents in connection with her writing career. Those agents would generally read Kuczkir’s manuscripts and send them to publishers; attend book fairs and trade shows; negotiate foreign rights; assist with marketing; set up book signings; and assist in the selection of book covers and book jacket designs.

A literary agent has a fiduciary duty to the agent’s client and is required to act in the best interests of the client.

The industry standard commission for literary agents is and was 15%. Agents are paid for all work procured by them during their tenure as literary agents, regardless of the amount of work performed. When a literary agent is terminated, the agent continues to be paid a commission on any royalties received from deals negotiated by that agent.

All of Kuczkir’s literary agents

prior to 2004 were paid a 15% commission on all advances and royalties generated as a result of their procurement of contracts on Kuczkir’s behalf with various publishing houses, including Kensington, her primary publisher since the mid-1990s. Kuczkir continued to pay each of her prior literary agents’ commissions for all deals they had procured on her behalf even after the end of the agency relationship.

Kuczkir’s literary agent immediately prior to Friedman was Robert Gottlieb. M&S represented Kuczkir in the negotiation of the literary agency agreement between Kuczkir and Gottlieb.

Sometime in 2004, Kuczkir indicated to Friedman that she was “not fond” of her then-agent Gottlieb. In response, Friedman told Kuczkir that Gottlieb’s primary function was to negotiate contracts, and that Friedman could do that for her.

Friedman suggested to Kuczkir that she fire Gottlieb and have Friedman himself act as her literary agent.

In late 2004 Kuczkir fired Gottlieb and Friedman began acting as her sole literary agent. Neither Friedman nor his firm advised Kuczkir to seek independent counsel in entering into the “business relationship” with them. Between 2004 and 2007, the Kuczkir Parties were billed $325/hour for all work performed by attorneys at M&S, including for the

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literary agency work performed by Friedman. Over the same three-year period, Friedman continued to perform as Kuczkir’s literary agent. Among other work that he performed, Friedman sought to secure film and television rights on behalf of the Kuczkir Parties. In connection with those negotiations, Friedman also sought payments and producer credits for himself in order to establish name recognition in anticipation of a potential career in Hollywood.

Steven Zacharius, the CEO and President of Kensington beginning in 2005 (and one of Kuczkir’s close friends), observed based on his dealings with Friedman that Friedman’s work as a literary agent was limited compared to the tasks undertaken by other agents.

Eventually, in early 2007, Friedman developed a desire to obtain a literary agency commission in addition to the legal fees that

he was charging through M&S. Friedman believed he had been working as Kuczkir’s literary agent for a below-market rate and that, after three years of experience, he deserved to receive a commission just as Kuczkir’s prior literary agents had. Friedman considered this arrangement—whereby he would continue to perform the same work he had been performing, but be paid vastly more for it—to be “the American dream.”

Sometime in early 2007, Friedman

“A literary agent has a fiduciary duty to the agent’s client and is required to act in the

best interests of the client.”



broached the topic of receiving a commission for his literary agency work on a phone call with Kuczkir. Friedman requested the industry standard 15% commission. Kuczkir countered with an offer of 10%, and the two eventually agreed on an 11% commission on all advances and royalties on all deals negotiated and secured by Friedman on Kuczkir’s behalf (the “Commission Agreement”). Friedman testified that he communicated to Kuczkir on that call that hourly billing through M&S “would continue as it had before at the same rate” in order for M&S not to be harmed by the arrangement. However, Friedman’s testimony that he specified on that call that the hourly rate would continue to be charged for precisely the same work that would also be subject to the Commission Agreement was not credible.

For her part, Kuczkir testified that she refused to pay a 15% commission and demanded a lower one because Friedman “had absolutely no experience as a literary agent”—although by that time he had been acting as her literary agent for about three years—and had no other clients, no industry contacts, and no staff to assist him.

In March 2007 Friedman sent

Kuczkir a written agreement memorializing the 11% commission arrangement. The Written Agreement specified that Friedman would be paid an 11% commission “relating to a proposed contract with Kensington” for a specified set of 12 books. The Agreement was written on Friedman’s personal letterhead, and did not specify that M&S would continue to bill Kuczkir $325/hour for all work performed, including Friedman’s literary agency work. The Agreement was modeled after—but was not identical to—the literary agency agreement Kuczkir had entered into with her prior agent, which had been negotiated through counsel.

Throughout the course of Friedman’s representation of the Kuczkir Parties, Kuczkir was personally involved in several substantial litigations in which she was represented by firms other than M&S. She had access to multiple other attorneys besides Friedman and M&S, and consulted them frequently. Kuczkir did not consult an attorney before signing the Written Agreement. However, she testified that she discussed the 2007 Written Agreement and the Commission Agreement more generally with the then-owner of Kensington, Walter Zacharius, who

told her that it was okay to sign the Agreement. Kuczkir signed the Written Agreement and sent it back to Friedman.

As a result, when the two pending contracts with Kensington were signed in April 2007, Friedman received an 11% commission on those contracts, including an immediate advance of at least $110,000.

At trial, Kuczkir testified that at the time she signed the Written Agreement—nearly a year and a half after the death of her daughter—she was grieving, “wasn’t in a good place,” and was planning to quit writing. She testified further that she “couldn’t have cared less” about the pending book contracts with Kensington, under which she stood to make more than $4 million in advances. Kuczkir’s trial testimony to that effect was not credible.

The credible evidence establishes that Kuczkir understood and agreed that she would be paying Friedman an 11% commission. Thus, for the six and a half years between March 2007 and Friedman’s termination on October 1, 2013, Friedman continued performing the same literary agency work he had been performing prior to the Commission Agreement, and

COMMITTEE REPORT: ROYALTIESCHAIR: LAURA DAIL Members of the Royalties Committee have been meeting with and talking to various publishers about their reporting and payment practices. Most notably they’ve had extensive discussions with Hachette about its author and agent portal under development. Hachette solicited the committee’s thoughts and input in a series of meetings and is at work on an extremely well-designed portal—very promising and coming soon!




Kuczkir continued paying Friedman an 11% commission on all advances and royalties on all deals that Friedman negotiated and secured on her behalf.

Throughout that time, Kuczkir retained complete authority to accept or reject any offer that was presented to her. She also understood that she could fire Friedman as her literary agent and as her attorney at any time.

Once a publishing agreement was entered into, Kuczkir was always aware of when money was due to be paid to her. Royalty payments were deposited and Friedman would then cut a check to Kuczkir for 89% of the amount deposited, and a check to himself for the remaining 11%.

Throughout the same time period—between 2007, when the Commission Agreement was entered into, and October 2013, when Friedman was terminated—Friedman continued to bill the Kuczkir Parties at an hourly rate of $325/hour for all work performed, including his literary agency work that was also subject to the 11% commission.

It was plain from the face of the monthly invoices that literary agency work performed by Friedman continued to be billed hourly by M&S after Friedman and Kuczkir entered into the

Commission Agreement.The credible evidence establishes

that for over six years after she entered the Commission Agreement with Friedman, Kuczkir knowingly paid $325/hour for literary agency work performed by Friedman in addition to knowingly paying the 11% commission under the Commission Agreement. All told, between 2007 and 2013 Friedman received over $1.5 million in commissions on contracts that generated over $12 million for the Kuczkir Parties.

Friedman left M&S effective August 6, 2013 but continued to represent the Kuczkir Parties. With Kuczkir’s authorization, most of the Kuczkir Parties’ files were sent to Friedman.

Sometime in 2013, Kuczkir received an offer for a three-book deal from Harlequin, another publishing house. Friedman used that offer as leverage to secure a new publishing deal with Kensington, Kuczkir’s primary publisher. The parties agreed to the total amount of the advance payment, $3.2 million, payable in installments, and agreed that Kuczkir would be paid about one-third of the advance within 30 days of signing the agreement. That agreement constituted the first time that Kensington had offered Kuczkir such a large proportion of the total amount of the contract as an upfront payment. Kuczkir was elated at the financial terms of the deal—in particular, the offer to pay a one-third advance upfront.

Friedman continued to negotiate the terms of a new publishing agreement between Kensington and Kuczkir.

Kuczkir terminated Friedman

on October 1, 2013. In response, Friedman stated that he had “spent considerable time and energy negotiating what we both know is a great deal with Kensington” and that he “expected to be paid for any contract that Kuczkir entered into with Kensington for print books.” Friedman added: “Considering the amount of money involved, I am prepared to go the distance with [a] [law]suit if necessary, but I would hope to settle any dispute now rather than later.” The same day, Kuczkir notified Zacharius in a separate email that she had terminated Friedman and instructed that “his 11% of any advances or royalties that he handled are to be paid directly to him.”

The credible evidence in this case therefore does not support Kuczkir’s testimony at trial that she terminated Friedman on October 1 because she had discovered for the first time, based on her daughter’s review of the monthly billing invoices, that she was being charged hourly by M&S for the literary agency services rendered by Friedman. Rather, the contemporaneous documentation shows that the first time Kuczkir complained of having paid an hourly rate for the literary agency services was in December 2013.

Kuczkir suggested to Barbara Bennett that Kensington could “cancel” the New Contract or allow it to “expire” so that they could enter a new contract with Kuczkir representing herself without an agent. Bennett assured her that Kensington had “no intention” of canceling the preliminary Letter Agreement negotiated by Friedman. On December 17, 2013, Kuczkir emailed one of her lawyers




the following request: “Can you please form me a new corporation ASAP.” The credible evidence therefore establishes that Kuczkir terminated the Commission Agreement with Friedman with the express purpose of avoiding any obligation to pay Friedman the 11% commission for the New Contract.

In March 2014, Kuczkir and the newly-formed corporation KAP5 entered into a contract with Kensington for the same five-book deal that was memorialized in the Letter Agreement and set out in the New Contract. The KAP5 Contract covers the exact same set of books and includes the exact same payment amounts, payout terms, and various dates as the New Contract.

The credible evidence establishes not only that the contract that was signed was identical in all material respects to the contract negotiated by Friedman, but also that Kuczkir was either prepared to perform or had in fact already begun performing under the terms of the deal negotiated by Friedman before signing the KAP5 Contract.

Kuczkir has expressed satisfaction that the duration of this case has caused Friedman to “spend his retirement funds to defend this” while she “keeps getting richer.” She has also expressed glee at the emotional toll that the case has taken on Friedman.

In January 2014, Kuczkir instructed Kensington to stop paying any commissions owed to Friedman and to hold those funds in escrow. All commissions owed to Friedman under any past contracts and under the KAP5 Contract were therefore being held by Kensington

pending the resolution of this case. Those commissions total over $700,000 and include payments from October 3, 2013 through the present.

Between March 29, 2007 and October 1, 2013 Friedman received just over $1.5 million in commission payments on contracts procured on the Kuczkir Parties’ behalf. The Kuczkir Parties received over $12,200,000 under those same contracts.

FROM THE JUDGE’S CONCLUSIONS OF LAW

Based on the facts set forth above (and others not included for reasons of space), the Judge concluded that Friedman “performed” his obligations under his contracts with Kuczkir and that she breached those contracts. “The existence of an enforceable contract was established by credible evidence that there was ‘an offer, acceptance, consideration, mutual assent and intent to be bound’ by the Commission Agreement.” In March 2007 Friedman and Kuczkir agreed that Friedman would be paid personally 11% of all advances and royalties derived from all contracts negotiated and procured by Friedman as Kuczkir’s literary agent. Friedman performed his

obligations under the Commission Agreement from March 2007 through the date of his termination on October 1, 2013, acting as Kuczkir’s literary agent and negotiating and procuring contracts on her behalf.

Kuczkir breached the Commission Agreement by failing to pay Friedman a commission for all contracts negotiated and procured on behalf of the Kuczkir Parties prior to his termination on October 1, 2013. Friedman is therefore entitled to “all the direct and proximate damages which resulted” from that breach. Those damages consist of the entire amount of the funds being held in escrow totaling over $700,000, which represent the commissions for all contracts procured by Friedman as the Kuczkir Parties’ literary agent, including commissions on the KAP5 Contract, that have been improperly withheld after Friedman’s termination.

Friedman is entitled to an 11% commission on the KAP5 Contract despite the fact that he was terminated prior to its execution because he was the procuring cause of that contract. Although Friedman had been fired by the time the KAP5 Contract was signed and therefore took “no part in the arrangement of its final details,” including some of the manuscript submission dates and the options and exclusivity dates, the credible evidence clearly demonstrates that the KAP5 Contract proximately resulted from Friedman’s efforts. The fact that Friedman had been terminated by the time the KAP5 Contract was actually signed is irrelevant because it is plain that




Friedman was the “procuring cause” of that contract.

The Kuczkir Parties’ only defense to the claim of breach of contract is that the entire Commission Agreement is unenforceable. Specifically, they argue that the Commission Agreement was entered into in violation of New York’s Disciplinary Rules (for lawyers) and is “therefore void as against the public policy of the state of New York and cannot as a matter of law be ratified.”

This argument is meritless. The parties agree that the New York Disciplinary Rules (“DR”) governed the provision of both legal and non-legal services provided by Friedman to the Kuczkir Parties during the relevant time period. DR 5-104 governed business relationships between lawyers and their clients and stated, in relevant part: “A lawyer shall not enter into a business transaction with a client if they have differing interests therein and if the client expects the lawyer to exercise professional judgment therein for the protection of the client, unless: 1. The transaction and terms on which the lawyer acquires the interest are fair and reasonable to the client and are fully disclosed and transmitted in writing to the client in a manner that can be reasonably understood by the client; 2. The lawyer advises the client to seek the advice of independent counsel in the transaction; and 3. The client consents in writing, after full disclosure, to the terms of the transaction and to the lawyer’s inherent conflict of interest in the transaction.”

At the time that Friedman approached Kuczkir about entering into the Commission Agreement,

he had been performing literary agency work on her behalf for nearly three years at a rate of $325/hour. The two therefore brought “differing interests” to the transaction whereby Friedman would go from doing literary agency work for an hourly rate of $325/hour to performing that same work for the same hourly rate, with the addition of an 11% commission. Friedman’s interests were in being paid as much as Kuczkir would be willing to pay, and Kuczkir’s interest was in, at the very least, continuing to pay the same amount for the same work. Friedman also had an interest, not shared by Kuczkir, in continuing to bill hourly for all literary agency services rendered so as not to

cause any financial harm to his law firm, which benefitted from the continued hourly billing.

The fact that DR 5-104 is not implicated when a lawyer negotiates or renegotiates his legal fees with a client is irrelevant because the Commission Agreement was unrelated to legal work. The negotiation of the Commission Agreement was the negotiation of a business transaction in which the lawyer and the client had different interests. It was therefore subject to the requirements set out in DR 5-104(a), which Friedman did not satisfy.

Friedman violated the Disciplinary Rules by entering into the Commission Agreement without meeting the requirements


COMMITTEE REPORT: INTERNATIONALCHAIR: DIANA FINCH The International Committee released a Translation Rights Checklist and presented a related Toolbox on Foreign Contracts in spring 2017. We have also updated and reformatted the Foreign Tax Exemption Chart and instructions, now in a more accessible location on the AAR website, and will continue to keep this information updated. We successfully moved the London Book Fair raffle to a new date—our annual election meeting in June—that works better with the LBF table registration deadlines, and worked with LBF to broaden the eligibility rules to allow more AAR members to participate. We’re working on a survey of foreign book fairs beyond the “big three” of London, Frankfurt, and Bologna, and will be meeting with the new New York Rights Fair management team to share ideas for their inaugural fair in June 2018. We are planning to propose a general meeting on new developments in Spanish-language publishing outside of the U.S. And as always, we are keeping tabs on the latest developments overseas, including the latest in digital publishing, subscription services, and foreign language divisions of U.S.-based publishing conglomerates.



laid out in DR 5-104 by failing to advise Kuczkir to seek the advice of independent counsel before entering into the Commission Agreement, and failing to specify in the Agreement that Kuczkir

would continue to be billed $325/hour for the same work that would be subject to the Commission Agreement.

However, the fact that the Commission Agreement was entered into without the protections required by DR 5-104 does not automatically render the agreement unenforceable or entitle Kuczkir to rescission. Rather, an agreement between an attorney and a client will be voided only if it is tainted by the lawyer’s fraud or undue influence, or if “it appears that the attorney got the better of the bargain, unless he can show that the client was fully aware of the consequences and that there was no exploitation of the client’s confidence in the attorney.” This same standard applies even if there has been a violation of DR 5-104.

In this case, there was no exploitation of the client’s confidence in the attorney. Kuczkir had significant experience dealing with attorneys, including attorneys outside M&S, and had worked with no fewer than five literary agents before Friedman. Moreover, the agreement was negotiated: Friedman initially proposed a 15% commission, Kuczkir counter-offered at 10%, and the two settled on 11%. Kuczkir also consulted with Walter Zacharius

before signing the Agreement. And even combined with the hourly rate charged, the 11% commission represented less than the market literary agency rate of 15%.

Friedman took no affirmative

steps to benefit himself at the expense of his client in entering into the Commission Agreement. Friedman prepared a straightforward agency agreement that was based on the same agreement Kuczkir had had with prior literary agents. Friedman continued to owe Kuczkir a fiduciary duty and was therefore obligated to continue to act in her best interests.

Kuczkir maintained complete authority to accept or reject any publishing agreements procured by Friedman, and retained a greater share of the total amount of those contracts—89%—than she had with prior agents. Indeed, if Kuczkir had retained another literary agent, it is likely that she would have paid that agent the market rate of 15%—4% more than Friedman charged in commissions—and there is no evidence that Kuczkir would have obtained better results.

The Kuczkir Parties also contend that the Commission Agreement is unenforceable because the total fees—the combination of the hourly fees and the commissions—constituted an “illegal or excessive fee” under the Disciplinary Rules. “A fee is excessive when, after a review of the facts, a lawyer of ordinary prudence would be left

with a definite and firm conviction that the fee is in excess of a reasonable fee.”

The fee was plainly not excessive. By the time the Commission Agreement was entered into, Friedman had been performing successfully as Kuczkir’s literary agent for three years. Kuczkir has presented no evidence that Friedman performed inadequately as a literary agent. Indeed, Friedman continued to procure lucrative publishing contracts on behalf of the Kuczkir Parties pursuant to the Commission Agreement, under which contracts Kuczkir was paid over $12 million. Notably, the total fee arrangement was lower than the “fee customarily charged in the locality for similar services,” because it is well established that the market rate for literary agency services is a commission of 15%. The total fee—an 11% commission plus hourly billing at a rate of $325/hour, the latter of which totaled approximately $195,000 for literary agency services over more than six years—was effectively a discount for Kuczkir, who had routinely paid a 15% commission to all of her past agents.

The Kuczkir Parties’ defense of unenforceability also fails because the Kuczkir Parties plainly ratified the Commission Agreement and the continued hourly payments by knowingly operating under that combined fee arrangement for over six years. That the literary agency work was being billed hourly was not hidden from the Kuczkir Parties and was plain from the face of the monthly invoices, which Kuczkir herself received, reviewed, and paid on a monthly basis. Kuczkir was a savvy business person who—at the

“In this case, there was no exploitation of the client’s confidence in the attorney.”


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time that she negotiated a below-market rate for Friedman’s work as a literary agent—had significant experience dealing with lawyers and literary agents.

Moreover, even an unconscionable fee agreement may be ratified when “a fully informed client with equal bargaining power knowingly and voluntarily affirms an existing fee arrangement” and “the client has both a full understanding of the facts that made the agreement voidable and knowledge of his or her rights as a client.” The fee agreement was not rendered unconscionable merely by virtue of having been entered into without the protective steps required under DR 5-104, and as indicated

above, the total fee collected was not excessive.

In order to establish a breach of fiduciary duty, a plaintiff must prove the existence of a fiduciary relationship, misconduct by the defendant, and damages that were directly caused by the defendant’s misconduct. The Kuczkir Parties contend that Friedman committed legal malpractice and breached his fiduciary duty to them by (1) failing to enter into a written retainer agreement with the Kuczkir Parties; (2) charging an excessive fee; and (3) entering into the Commission Agreement without abiding by the protections listed in DR 5-104(a), thereby violating New York public policy as embodied by the Disciplinary Rules.

The Kuczkir Parties’ claims based on the violation of DR 5-104 fail because they have not proved that they suffered any damages. They allege that they were damaged in the amount of the entire sum of fees paid to M&S and Friedman between March 29, 2007 and October 1, 2013. As described above, the Kuczkir Parties knowingly paid those fees for more than six years and therefore ratified the fee arrangement. Moreover, there is no evidence that the fees were excessive in view of the work that was performed. Those amounts therefore cannot support a claim of damages.

Friedman is therefore entitled to the entirety of the commissions currently being held in escrow, plus statutory prejudgment interest at a rate of 9%. The parties subsequently entered into a formal Settlement Agreement providing for a payment to Friedman of $782,000 and with the Kuczkir Parties waiving their opportunity to

appeal the Judge’s decision.

So, what (if anything) does this court decision tell us? First, courts tend to give more credence to contemporaneous writings than to after-the-fact (often long after) renditions of what was thought or said or done. Second, courts will not necessarily treat ethical violations as legal ones, and will ask whether there was actual harm resulting from the violation. Third, people who are aware of questionable or wrongful conduct -- especially if aimed at them -- should speak up and at least ask questions sooner rather than later, since remaining silent can be treated as acceptance of the conduct. And fourth, parties to a litigation who testify less than credibly should not expect a warm reception from the courts. All of the foregoing clearly contributed to an ultimate decision in a case in which none of the players was especially sympathetic. Rhetorical question: if applicable, which it wasn't, how might the AAR Canon of Ethics be applied to the facts of this case?

COMMITTEE REPORT: SMALL BUSINESS CHAIRS: DENISE SHANNON, SUSANNA EINSTEIN

We had such a strong response to our Succession Planning Panel in February 2017 that we held a follow-up panel in June 2017. Audio recordings of both panels are available via the AAR website, and we’ve been told that members found the panels very helpful. Moving forward, we continue to work on the topics that members found the most interesting from our 2016 survey: business planning, insurance issues, and putting together a list of independent contractors that members may find useful.


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AAR General Counsel Ken Norwick is the author of the just-published "The Legal Guide for Writers, Artists and Other Creative People." The book has chapters on "Copyright and Other Legal Rights," "Libel, Privacy, Obscenity and Other Possible Legal Risks," "Creators' Rights in Cyberspace," "Contracts Involving Creative People," and "Business and Tax Matters Affecting Creative People." The book even has a blurb from AAR President Gail Hochman, among other equally illustrious voices.



STEVEN HUTSONWord Wise Mediawww.wordwisemedia.comSteven Hutson is a native of Los Angeles, a child of the 1960s, and a storyteller almost from birth. Unlike most newly-minted agents, he didn’t start his career with a publisher or an existing agency. Rather, he was a frustrated writer who schemed to find ways to work in the business one way or another. He established a freelance editing service in 2005, and was subsequently recruited to manage a local writers’ conference. Then a movie producer sought his assistance to broker a few book deals based on his screenplays, and the idea for a literary agency was born in early 2011. He found early success with deals at Thomas Nelson and Dutton, and one of his books won a RITA award. He has coached and mentored hundreds of aspiring wordsmiths, and he speaks often for writers’ events across the country.@wordwiselit

ERIC MYERSMyers Literary ManagementEric Myers founded Myers Literary Management in 2017, following two years with Dystel, Goderich, & Bourret LLC and 13 with The Spieler Agency. A graduate of UCLA and the Sorbonne, Eric entered publishing as a journalist and author. His books include Screen Deco: A Celebration of High Style in Hollywood, Forties Screen Style: A Celebration of High Pastiche in Hollywood, and Uncle Mame: The Life of Patrick Dennis, all published

by St. Martin’s Press. His writing has also appeared in the New York Times Magazine and Arts and Leisure sections, Time Out New York, Opera News, Art and Auction, Variety, and Quest. As an agent, Eric has a strong affinity for young adult and middle grade fiction, as well as adult nonfiction, especially in the areas of history, biography, psychology, health and wellness, and pop culture. He also represents thrillers and historical fiction, and is open to memoir from writers who already have a strong platform. Among his authors are Chris Grabenstein (Escape From Mr. Lemoncello’s Library), Lydia Kang (Control and Catalyst), Mad Men cast member Bryan Batt (She Ain’t Heavy, She’s My Mother), David Neilsen (Dr. Fell and the Playground of Doom), Bridget Hodder (The Rat Prince), Simon Gervais (The Thin Black Line), Tracey Goessel (The First King of Hollywood: The Life of Douglas Fairbanks), financial advisor Erin Lowry (Broke Millennial), former Soviet spy Jack Barsky (Deep Undercover), and World War II resistance fighter Justus Rosenberg, whose autobiography will be published in 2018.

HOLLY ROOTRoot LiteraryHolly Root founded Root Literary in 2017, after ten years as an agent with Waxman Agency/Waxman Leavell. Originally a Southerner, then a transplanted New Yorker, she’s now based in Los Angeles. Holly represents authors of fiction for adults, teens, and children, along with select nonfiction. She's on Twitter at @hroot, and the agency is on Instagram @rootliterary.

NEW MEMBERS,WINTER 2017

REBECCA SCHERERJane Rotrosen AgencyRebecca Scherer joined the Jane Rotrosen Agency in 2012. Having worked her way through each department at the agency over the last five years, she enjoys all aspects of the business and has a comprehensive perspective on the type of career management that JRA is known for. Now an associate agent, Rebecca is actively building her list in women’s fiction, general fiction, suspense, thriller, and upmarket/literary-leaning fiction. A lifelong New Yorker, Rebecca holds a B.A. in English literature, political science, and German from the Macaulay Honors College at Hunter College. You can find her on twitter @RebeccaLScherer

HANNAH SCHWARTZStuart Krichevsky Literary Agency, Inc. www.skagency.comHannah Schwartz began her publishing career as an intern at Paper Lantern Lit and then Writers House Literary Agency after graduating from Washington University in St. Louis with a degree in English literature, writing, and psychology. She landed at the Stuart Krichevsky Agency as the business manager in 2016 after spending four years at InkWell Management. She is interested in literary and commercial fiction as well as voice-driven narrative nonfiction, psychology, memoir, humor, and pop culture writing.

MARGARET SHULTZSarah Lazin BooksMargaret Shultz is an assistant at Sarah Lazin Books. Prior to


joining the agency she worked as a bookseller at Book Culture book store, interned at the Los Angeles Review of Books, and edited the Yale Literary Magazine. She graduated from Yale University in 2016 with a degree in English literature and creative writing. Her interests include literary and speculative fiction, narrative nonfiction, and poetry, with an emphasis on representations of marginalized voices. She reads widely in everything from environmental advocacy to food writing to the history of science and medicine.

LAURA USSELMANStuart Krichevsky Literary Agency, Inc. www.skagency.comLaura Usselman joined SKLA in 2016 after spending three years at Cambridge University Press. Her interests include literary and upmarket fiction, as well as inventive memoir and travel and food writing. Before moving to New York, Laura earned her M.F.A. in fiction at Virginia Tech, where she taught composition and creative writing. She began her publishing career with internships at the University of Georgia Press and Inkwell Management. A native of Atlanta, she studied English and film at the University of Georgia. She lives in Brooklyn.

KIRA WATSONEmma Sweeney Agency, LLCKira Watson graduated from Hunter College where she earned a B.A. in English with a focus on creative writing and a B.A. in

Russian language and culture. Kira is particularly interested in young adult and middle grade books with a strong narrative voice, well-crafted storylines, and memorable characters. Within YA and MG, Kira is actively seeking realistic fiction, speculative fiction, magic realism, thriller/mystery, horror, fantasy, and historical fiction. Stories with folklore elements, complex villains, morally enigmatic (and very flawed) protagonists, medieval literature influences, and taboo subjects are bound to catch Kira’s attention.

TERRIE WOLFAKA Literary Management www.akalm.netTerrie Wolf founded AKA Literary Management in 2010 after the staff at the agency she had joined a few months prior left to pursue other interests. With two potential deals on her desk, she knew what needed to happen. Of course, positions in international publishing, media, and television may have contributed to her positive outlook. Her clients include the nation’s

largest independent line of coloring and activity books for adults (Blue Star Coloring and Paige Tate & Co.), Margaret Mizushima, Jeff Nesbit, and Billy Leonard. She enjoys working closely with a select number of authors and is always on the lookout for mystery, upmarket women’s fiction, and remarkable nonfiction. Twitter: @aka_terrie

MONIKA WOODSCurtis Brown, Ltd. Monika Woods is a literary agent at Curtis Brown, Ltd. She is a graduate of the Columbia Publishing Course and has worked at Trident Media Group and InkWell Management, where she worked closely with leading voices in contemporary literature. Her interests include literary and commercial fiction and compelling nonfiction in food, popular culture, journalism, science, and current affairs. Monika is particularly excited about plot-driven literary novels, nonfiction that is creatively critical, unique perspectives, a great cookbook, and above all, original prose.


COMMITTEE REPORT: DIGITAL INNOVATIONSCHAIR: BRIAN DEFIORE

The AAR Digital Innovations Committee continues to meet with people doing interesting things in the digital realm and to create practical content for AAR members—including our recent evening panels on e-mail newsletters and social media marketing. In addition, our long-gestating project of compiling the results of our meetings with innovators into a document we can share with our clients, on ways they can best help market their books, will be distributed to the membership soon.

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WE THINK IT'S a good idea to be reminded of our mission as agents, the professionalism we want to model, and the standards we uphold as members of the AAR. Each year, our members reaffirm their commitment to our canon of ethics, as follows:

1. The members of the Association of Authors’ Representatives, Inc., are committed to the highest standard of conduct in the performance of their professional activities. While affirming the necessity and desirability of maintaining their full individuality and freedom of action, the members pledge themselves to loyal service to their clients’ business and artistic needs, and will allow no conflicts of interest that would interfere with such service. They pledge their support to the Association itself and to the principles of honorable coexistence, directness, and honesty in their relationships with their co-members. They undertake never to mislead, deceive, dupe, defraud, or victimize their clients, other members of the Association, the general public, or any person with whom they do business as a member of the Association.

2. Members shall take responsible measures to protect the security and integrity of clients’ funds. Members must maintain separate bank accounts for money due their clients so that there is no commingling of clients’ and

members’ funds.Members shall deposit funds

received on behalf of clients promptly upon receipt, and shall make payment of earnings due clients promptly, but in no event later than ten business days after clearance and attribution; provided however that if funds for a client are received more frequently than quarterly and if those funds do not exceed a total of $100, then payments to clients may be made quarterly, so long as when funds received exceed $100 or upon the client’s specific request, payment to the client shall be made within ten days thereafter. In all cases, members shall exercise due diligence in seeking supporting and attribution information for payments received. However, on stock and similar rights, statements of royalties and payments shall be made not later than the month following the member’s receipt, each statement and payment to cover all royalties received to the 25th day of the previous calendar month. Payments for amateur rights shall be made not less frequently than every six months.

A member’s books of account must be open to the client at all times with respect to transactions concerning the client.

If a member receives in writing a claim to funds otherwise due to a client, the member shall immediately so advise the client in writing. If the member determines that the claim is

serious, and that the funds should not be remitted to the client because of the claim, the member shall proceed in accordance with the following:

For a period not to exceed 90 days, the member may deposit the funds in question into a segregated interest-bearing account pending possible resolution of the dispute. No later than the expiration of that 90-day period, if the dispute remains unresolved and the claimants do not otherwise agree with respect to the disposition of the disputed funds, the member shall take such steps as may be necessary to deposit the funds with a court of competent jurisdiction, with appropriate notice to the claimants, so that the claimants will have an opportunity to present to that court their claims to the funds. Upon so depositing the funds, the member will have complied with the member’s obligations under this Canon of Ethics.

3. In addition to the compensation for agency services that is agreed upon between a member and a client, a member may, subject to the approval of the client, pass along charges incurred by the member on the client’s behalf, such as copyright fees, manuscript retyping, photocopies, copies of books for use in the sale of other rights, long distance calls, special messenger fees, etc. Such charges shall be made only if the client has agreed to reimburse such expenses.

CANON OF ETHICS OF THE ASSOCIATION OF AUTHORS’ REPRESENTATIVESMARCH 2017


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4. A member shall keep each client apprised of matters entrusted to the member and shall promptly furnish such information as the client may reasonably request.

5. Members shall not represent both buyer and seller in the same transaction. Except as provided in the next sentence, a member who represents a client in the grant of rights in any property owned or controlled by the client may not accept any compensation or other payment from the acquirer of such rights, including but not limited to so-called “packaging fees,” it being understood that the member’s compensation, if any, shall be derived solely from the client.

Notwithstanding the foregoing, a member may accept (or participate in) a so-called “packaging fee” paid by an acquirer of television rights to a property owned or controlled by a client if the member:

a. fully discloses to the client at the earliest practical time the possibility that the member may be offered such a “packaging fee” which the member may choose to accept; b. delivers to the clients at such time a copy of the Association’s statement regarding packaging and packaging fees; and c. offers the client at such time the opportunity to arrange for other representation in the trans-action.

In no event shall the member accept (or participate in) both a packaging fee and compensation from the client with respect to the transaction. For transactions subject to Writers Guild of America (WGA) jurisdiction, the regulations of the WGA shall take precedence over the requirements of this paragraph.

6. Members may not receive a secret profit in connection with any transaction involving a client. If such profit is received, the member must promptly pay over the entire amount to the client. Members may not solicit or accept any payment or other thing of value in connection with their referral of any author to any third party for any purpose, provided that the foregoing does not apply to arrangements made with a third party in connection with the disposition of rights in the work of a client of the member.

7. Members shall treat their clients’ financial affairs as private and confidential, except for information customarily disclosed to interested parties as part of the process of placing rights, as required by law, or, if agreed with the client, for other purposes.

8. The AAR believes that the practice of literary agents charging clients or potential clients for reading and evaluating literary works (including outlines, proposals, and partial or complete

manuscripts) is subject to serious abuse that reflects adversely on our profession. For that reason, members may not charge clients or potential clients a fee for reading and evaluating literary works and may not benefit, directly or indirectly, from the charging for such services by any other person or entity. For the purposes of the foregoing, the term “reading and evaluating literary works” includes providing editorial services with respect to such works. The term “charge” includes any request for payment other than to cover the actual cost of returning materials.

It shall not be a violation of this Paragraph 8 if a member provides an evaluation of a non-client’s material if a) any payment therefor is made directly to a charity qualified under Section 501(c) (3) of the Internal Revenue Code or to an established educational institution; b) the member shall personally create the evaluation and provide it within a reasonable time; c) the member does not in any way benefit financially from the activity; and d) the member conducts the activity in an honorable way fully consistent with the AAR Canon of Ethics.

The provisions of the previous two paragraphs of this Paragraph 8 do not in any way dilute the AAR’s belief that literary agents should not charge clients and potential clients for reading and evaluating literary works in the ordinary course of business.

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ASSOCIATION OF AUTHORS’ REPRESENTATIVES, INC.BOARD OF DIRECTORS – 2017-2018Gail Hochman, PresidentBrandt & Hochman Literary Agents1501 Broadway, Suite 2310New York, NY 10036(212) 840-5760/ Fax (212) [email protected]

Brian DeFiore (’18 end of second term)DeFiore and Company 47 East 19th Street, 3rd FloorNew York, NY 10003(212) 925-7744 [email protected]: Digital Innovations Committee

Susanna Einstein (‘19 end of second term)Einstein Literary Management27 West 20th Street #1003 New York, NY 10011(212) 221-8797 [email protected]: Small Business Committee

Katherine Fausset (‘19 end of first term)Curtis Brown, Ltd.10 Astor Place, 3rd FloorNew York, NY 10003(917) 426-3657 [email protected]: Membership Committee

Sally Wofford-Girand (’18 end of first term)Union Literary30 Vandam Street, Suite 5ANew York, NY 10013(212) [email protected]: Royalties Committee

Elizabeth Harding (‘19 end of second term)Curtis Brown, Ltd.Ten Astor PlaceNew York, NY 10003(212) 473-5400 x140 [email protected]: Children’s Books Committee

Carol Mann (‘19 end of first term)Carol Mann Agency55 5th Avenue New York, NY 10003(212) [email protected]

Victoria Marini (’18 end of first term)The Irene Goodman Agency27 West 24th Street, Suite 700BNew York, NY 10010(212) [email protected]: Program Committee

Susan Ramer (‘18 end of second term) Don Congdon Associates, Inc. 110 William Street, Suite 2202 New York, NY 10038(212) [email protected]

Heather Schroder (‘19 end of first term)Compass Talent6 East 32nd StreetNew York, NY 10016(646) [email protected]: International Committee

Victoria Skurnick (‘18 end of first term)Levine Greenberg Rostan Literary Agency307 7th Avenue, Suite 2407New York, NY 10001 (212) 337-0934 [email protected]: Newsletter Committee

Wendy Strothman (‘18 end of second term)The Strothman Agency, LLC63 East 9th Street, 10XNew York, NY 10003(617) [email protected]: Contracts Committee

Renee Zuckerbrot (‘19 end of first term)Massie & McQuilkin Literary Agents27 West 20th Street, Suite 305New York, New York 10011(212) 352-2055 [email protected]

Jody Kahn (Administrative Secretary)Brandt & Hochman Literary Agents, Inc.1501 Broadway, Suite 2310New York, NY 10036(212) 840-5770/ Fax (212) [email protected]; [email protected]

Ken Norwick, Esq. (Attorney-Literary)Norwick, Schad & Goering110 East 59th StreetNew York, NY 10022(212) 751-4440/ Fax (212) [email protected]

Elliot H. Brown, Esq. (Attorney-Dramatic)Franklin Weinrib Rudell Vassallo488 Madison AvenueNew York, NY 10022(212) [email protected]

Jeff Gerecke (Off the board position), Treasurerc/o Diana Finch Literary Agency116 West 23rd Street, #500New York, NY 10011(718) [email protected]

The Pitch is edited by Noah Ballard of Curtis Brown, Ltd., Jody Kahn of Brandt & Hochman, Cynthia Cannell of Cynthia Cannell Literary Agency, and Victoria Skurnick of Levine Greenberg Rostan. Copyediting was provided by Charlotte Kelly of Cynthia Cannell Literary Agency and design was done by Rachel Loeb. Please reach us at [email protected].

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