Ink & Crown

Chapter 97 – Word by Word

The draft arrived three days later.

Talia forwarded it to Dorian the moment it came in, and by the time Lucien got to the press that afternoon, Dorian had already been reading it for two hours. He had a physical printout in front of him, which he almost never used, and he was going through it line by line with a pen.

"How is it?" Lucien asked.

"Mostly what we agreed to," Dorian said, without looking up. "Mostly."

Taren was at the other end of the table with his own copy. He had read it once already and was now on his second pass, slower, marking a different set of things than Dorian.

Lucien sat down. "Show me the problems."

Dorian set his pen down and turned the printout so Lucien could see the parts he had marked.

"The performance clause," he said. "We agreed on twelve months for distribution in the republics. The draft says eighteen."

Lucien looked at it. "We rejected eighteen in the counter."

"We did. They put it back in the formal language and hoped we wouldn't read carefully." Dorian moved his pen down the page. "Second. The territory clause says Zerathis publishing rights. It doesn't name the seven markets. Same ambiguity Taren caught last time. If we sign it as written, they could later argue it covers markets that weren't part of the discussion."

"They already know we caught that once," Lucien said.

"They know. They're testing whether we'll catch it twice." Dorian turned the page. "Third, and this one matters most, is the royalty base."

"What about it?"

"We agreed to a percentage of the cover price. Thirteen percent of five Crowns on a physical book. The draft says net receipts."

Lucien waited for him to continue.

Lunessa had been listening from her seat. She leaned forward. "Net receipts means they calculate your percentage after they deduct their costs. Printing, distribution, whatever else they decide to count. Cover price is a fixed number. Net receipts is whatever they say it is after they've taken their share out first."

"So thirteen percent of a smaller number," Lucien said.

"Thirteen percent of whatever they want the number to be," Lunessa said. "It's the single most important line in the contract and they buried it in the middle of a paragraph about payment schedules."

Lucien looked at the three of them. "Anything else?"

Taren spoke for the first time. "A few things on my end. The translation rights are phrased broadly enough that they could read it as covering languages beyond Zerathis. And the advance is split into two payments. First half on signature, second half on publication in the primary market, but the contract never defines what the primary market is." He turned a page in his own copy. "That's the money we're owed. Half of twenty-four thousand hangs on a phrase they left undefined. If they ever wanted to delay the second payment, they could argue the primary market conditions haven't been met and there'd be nothing in the contract to say otherwise. The word primary is doing a lot of quiet work in that sentence."

Rowan looked up from where he had been listening. "Is that on purpose?"

"Everything in a contract is on purpose," Taren said. "There's no such thing as an accidental clause. Someone wrote every word, and someone else read it and approved it." He set his copy down. "There's one more. A line about reasonable marketing efforts. It sounds like a commitment. It isn't. Reasonable is whatever they say it is later. If we ever tried to hold them to it, they'd point at one advertisement and call it reasonable."

"So it means nothing," Lucien said.

"It means nothing, which is why it shouldn't be in there at all. Either they commit to something specific or they commit to nothing, and if it's nothing, we don't want a sentence that pretends otherwise." Taren folded his hands on the table. "None of this is an accident. This is a good draft. It's written by people who are good at their jobs. It's just written to find out how good we are at ours."

"You seem to be expecting this already," Lucien said.

"I expected the performance clause. Every publisher tries the performance clause." Taren almost smiled. "I didn't expect them to move the royalty base. That's the move of someone who thinks the person on the other end doesn't read contracts."

Lucien looked at the printout for a moment. Then he pushed it back toward Dorian.

"Send it back," he said. "All of it. Every line, marked, with the language we want instead."

Dorian was already writing.

...

Crownspire's response went out that evening. Dorian wrote the legal corrections, Taren wrote the publishing ones, and Lunessa checked every number before it left. It took them most of the afternoon. Dorian would draft a correction, read it aloud, and Taren would tell him whether it closed the gap or left a new one. Twice Lunessa stopped them to reword a payment term. Nobody rushed.

By the time it went out it was long and specific. Every flagged clause had a proposed replacement, worded exactly, with the reasoning stated plainly beside it so there could be no confusion about what Crownspire was asking for or why.

"That's a lot of markup for a deal we already agreed to," Rowan said, looking at the length of it.

"The deal we agreed to is what this contract is supposed to say," Dorian said. "Right now it says something slightly different. Our job is to make the words match the agreement." He sent it. "That's all a contract is. The agreement, written down so precisely that no one can pretend it meant something else later."

The reply came the next morning.

Talia read it first and made a small sound. "They fixed the performance clause. Back to twelve months."

"And the rest?" Dorian asked.

She scrolled. "The rest they kept."

Dorian took the message and read it. Taren read it over his shoulder.

"They gave us the easy one and held the two that matter," Taren said. "The royalty base and the territory. They're hoping we'll take the win on the performance clause and let the others go."

"We don't," Lucien said.

"We don't," Dorian agreed.

They sent it back a second time with the same precision. The royalty base had to be cover price, not net receipts, and the territory clause had to name the seven markets. No movement on either.

The second reply took longer to come. When it did, it was shorter.

"He accepted the royalty base," Talia said. "It's cover price now, like we wanted."

"And the territory?"

"He wants to keep Zerathis publishing rights without listing the markets. Says naming them is unnecessary since the intent is clear."

Taren read the message himself. Then he set the slate down and this time he did smile.

"The intent is clear," he said. "That's what someone writes when they know exactly what they're doing and would rather you didn't."

"Send it back," Lucien said.

Dorian wrote the third response. It was two lines. The territory clause names the seven markets or there is no contract. He read it to the room before it went out, and nobody had anything to add.

...

The third reply came in fast, and it was the shortest yet.

Talia read it and looked up. "He named the seven markets."

Rowan, who had been quietly following the whole thing from his side of the table, leaned over. "Is he annoyed?"

Taren took the slate and read the message. It was four sentences where the first one had been four paragraphs.

"He's annoyed," Taren said.

"How can you tell?"

"Because when the draft first came his messages had greetings and closings, and now they don't." Taren handed the slate back. "He's used to new publishers being grateful to have the deal at all. He drafts a contract, they sign it, everyone's happy. He didn't expect to spend three days arguing about the difference between cover price and net receipts with a publisher he'd never heard of until last week."

"He thinks we're being difficult," Rowan said.

"We're being precise," Dorian said. "There's a difference. He knows there's a difference. That's why he's annoyed."

Talia was still looking at the message. "His name is Savan. It's signed at the bottom, which is the only part that hasn't gotten shorter." She scrolled up through the earlier replies. "The first one had a full greeting. Dear Crownspire, we appreciate your careful review. This one just starts with the clause number."

"That's a man who has stopped enjoying his week," Taren said.

Rowan grinned. "Should we feel bad?"

"No," Dorian said. "Savan would not feel bad for us. He wrote a contract designed to cost us money and hoped we wouldn't notice. He's not annoyed that we're being difficult. He's annoyed that it didn't work." He turned back to his own copy. "That's a very different thing."

Lunessa was updating her tracking sheet. "So we're done?"

"We're done on the language," Taren said. "There's one more thing coming."

Lucien looked at him. "What?"

"Verath."

...

The message from Verath arrived an hour later, sent directly to Talia rather than routed through the lawyer.

She read it aloud. "I understand there were a number of points that needed clarification on the contract language. I want to thank your team for their thoroughness. We're glad to have reached agreement and look forward to finalizing. It's been a pleasure working with a partner who takes these things as seriously as we do."

The room was quiet for a moment.

"That's smooth," Rowan said.

"That's very smooth," Talia agreed.

Taren was nodding slowly. "Verath knew what was in that draft. Every clause, the royalty base, the territory, all of it. He signed off on it before it went out."

"He sent the lawyer to test us," Lucien said.

"He sent the lawyer to see how much we understood. If we'd signed the first draft, he'd have saved himself a good deal of money and learned that Crownspire doesn't read contracts." Taren set the slate down. "We read the contract in detail. So now he's writing us a friendly note to make sure we walk away thinking well of him, because he'd rather have a partner who catches these things than one who doesn't. Both are true at once. That's how they operate."

Lucien thought about that. "So he's not apologizing."

"He's not apologizing. He's telling us he respects us now. From Verath, that's worth more than an apology." Taren almost smiled again. "And he's making sure the lawyer takes the blame for the parts that annoyed us, which the lawyer will accept, because that's the lawyer's job."

Dorian had pulled the final contract up on his own slate. He read through it one more time, all of it, the way he had read every version. When he reached the end he set it down.

"It's clean," he said. "Every point we raised is in here correctly. Cover price, twelve months, all seven markets named, translation limited to Zerathis languages, and the primary market defined." He looked at Lucien. "This is the contract we wanted."

"Then we sign it," Lucien said.

Dorian applied Crownspire's signature. A moment later the countersignature came back from Deltaport, and the file marked itself complete.

Lunessa updated the tracking sheet. The Verdant Syndicate row had said closed since the terms were agreed. Now she changed one word.

Executed.

"That's a real contract now," she said. "Not a handshake anymore, a signed one."

Taren picked up his tea, which had gone cold again, and drank it anyway.

"The first of many," he said. "Every publisher after this will get the same treatment, word by word." He set the cup down. "They'll all be annoyed, but they'll all respect us more for it."

Lucien looked at the eleven rows still open on the tracker. Then at the one that now said executed, the first line on a list that had been empty a week ago.

"Good," he said.

Then he went back to work on the rest of the list.