Legal Question in Intellectual Property in Massachusetts

signature by proxy

Hi,

I signed a document (without reading it all...) that says, among other things, ''I represent that I have the authority to sign this release on behalf of all members of the group.'' The document, apparently signed over copyrights to a corporation. The group, of which I am a member, are all coauthors of one work).

Although the group members were present in the room when I signed the document, in fact, I never spoke with any of them about representing them in this way and of course none of the members expressed in writing their permission for me to sign over their ownership of copyrights.

Question: Is this document legally binding for members of the group aside from myself? If so, how can the law justify punishing a group member for my unwitting action?

How clear is the law about this kind of ''signature by proxy?'' Could the corporation really claim ownership of the group members' copyrights without ANY evidence in writing FROM THEM?

Question: Could I legally obtain a license to use the work under discussion from one of these group members without requiring the permission of the corporation?


Asked on 8/31/06, 1:05 pm

2 Answers from Attorneys
Lawrence Graves Coolidge & Graves PLLC

Re: signature by proxy

This query raises issues of authority of a signer to bind others; there are two kinds, "actual" and "apparent" authority. If someone has actual authority as an agent to bind a principal (as, for example, a real estate broker representing an owner), things are pretty simple: the agent has specific or general authority by virtue of a contract of agency. Apparent authority arises when a reasonable person without knowledge of the actual scope of authority assumes from the conduct of the supposed agent that he has actual authority -- as where a loan applicant is told by a bank lending officer that the bank will make a loan; the customer ordinarily doesn't know the limits of the loan officer's authority to commit the bank's funds, but reasonably assumes that the loan officer has the authority he says he has.

With the foregoing in mind, you should discuss with a lawyer the particular facts of your situation. At first blush, a reasonable person might believe that you had the requisite authority because all of the other group members were there and nobody objected to your acting as spokesman for the group. However, this analysis will turn on the specific, detailed facts of your situation and you should not expect to rely on an "off-the-cuff" opinion.

Best wishes,

LDWG

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Answered on 8/31/06, 4:01 pm
Steven Mark Steven Paul Mark, Attorney at Law

Re: signature by proxy

If the work was jointly authored, you can't assign your co-authors' share of the copyright, only yours. But there are ramifications of joint authorship of which your former co-owners should be aware. They should consult a copyright attorney.

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Answered on 9/01/06, 12:14 am


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