Advice on contract/publisher submission issue

[Almo]

I'm putting this in here as it's business advice I'm looking for.

I'm aware that I use any advice posted at my own risk.

It's pretty simple. I signed a contract to publish my board game. I'm happy with its terms. One of these terms is that either the publisher or me can terminate it by giving one year notice. No problem here; I knew what I was signing when I signed it.

Here's the issue: Another publisher is interested in the game. I contacted them six months ago, and didn't hear from them until a few days ago, which was about 2 weeks after I signed the contract with the first publisher. The second publisher has a superior distribution presence, and I'd rather be with them.

They want me to send a prototype. When I do, should I tell them before they evaluate it that there's a one-year contract already out on it?

One side of me says I'd rather wait until they're interested to tell them. But that might annoy them.

The other side says I should be up-front about it, but that may put them off evaluating the game in the first place.

If this has an obvious answer from the publisher's perspective, I'd like to hear it.

[Dunstan]

You need to disclose the existing contract. Period. To do otherwise is to likely waste the time of Publisher #2 and potentially expose it to liability for interference with contract. Waiting to get them interested and then mentioning the contract is highly unethical in my opinion, and would get you branded as someone who can't be trusted.

It's like going out on a date with someone without mentioning that you're in a relationship already.

[Jaggy Bunnet]

Check the terms of the contract. I would expect there to be something in there preventing you from entering into discussions with rivals while you are under contract.

[Almo]

You need to disclose the existing contract. Period. To do otherwise is to likely waste the time of Publisher #2 and potentially expose it to liability for interference with contract. Waiting to get them interested and then mentioning the contract is highly unethical in my opinion, and would get you branded as someone who can't be trusted.

I thought this might be the case.

Check the terms of the contract. I would expect there to be something in there preventing you from entering into discussions with rivals while you are under contract.

The contract I'm in doesn't have this; I've double checked.

Thanks for the input!

[Dunstan]

The contract I'm in doesn't have this; I've double checked.

That doesn't necessarily put you in the clear. The law assumes an "implied covenant of good faith" in every contract. In layman's terms, it means you have to abide by the spirit as well as the letter of the contract; or in blunter terms, you can't try to screw someone out of what they bargained for and then insist that the contract doesn't specifically say you couldn't do it.

I'm not saying that simply talking to a rival publisher would be a breach; but I'm also not saying it wouldn't be. If publisher #2 still wants to talk to you after you disclose the existence of the contract, I'd suggest checking with your lawyer before you proceed.

[Almo]

I'm not saying that simply talking to a rival publisher would be a breach; but I'm also not saying it wouldn't be. If publisher #2 still wants to talk to you after you disclose the existence of the contract, I'd suggest checking with your lawyer before you proceed.

Ok, thanks again.