@Minh Nguyen you seem very confident about the contract terms. I agree with you that if Deck violated a contractual agreement, that puts Spartz’s actions in a very different light. I have looked and not been able to find the exact contract or settlement terms. If you have them, I think it would b every useful to share them.
Hi! Sorry for the late response, I was actually handling my own contract for a partnership with a Generative AI startup to co-develop and deploy AI character voice chat onto our platforms w ~ 1 million users. Hopefully, history does not repeat itself.
The very first line under “Responsibilities of contractor”: > The Contractor shall render internet related services as requested by the Company from time to time
> The Contractor agrees not to engage in any behavior that would cause hardship to the Company, such as instances of sabotage. The Contractor agrees not to change any passwords for any Company-related projects without the consent of the Company. Should the Contractor breach this Agreement, the Contractor will, at the Company’s edict, be required to rectify the breach, including but not limited to forfeiture of revenues and a requirement to reveal to the Company the current password of the OMG Facts Twitter account
> This Agreement shall commence on the “Effective Date” defined above and shall terminate one year thereafter, provided, however, that the Company may extend this Agreement for ten additional periods of one year each upon notice to Contractor given at least thirty days prior to the expiration initial expiration date or extended term. However, either party may terminate this contract in writing in the following instances: (1) If either party is convicted of a criminal offense. (2) Failure by the Contractor to meet deadlines for performance of services or failing to meet the standards required by the Company in the performing of services
Obviously, I am not a lawyer, but there’s indeed several key clauses in there mentioning an obligation to actively perform services, which in the case of OMGFacts would essentially mean making Twitter posts. I don’t think there’s anything there that’s particularly “predatory”?.
Regarding whether Deck performed this responsibility:[1] > Here is the untold side of the story: The @OMGFacts Twitter (and Website/YouTube) is produced by us, not him. Adorian has done almost nothing for the past 15 months. Almost every fact you have read from OMG Facts was researched, written, and edited by us.
I will note that I couldn’t find any examples of Deck disputing that he was inactive. Deck’s lawyer instead argued that contracts signed by Deck himself were invalid even if co-signed by his guardians.
Again, I’m not a lawyer, but if Emerson’s main argument was that Deck didn’t uphold his responsibility, you’d think the easiest rebuttal would be that … he did things as per the contract. Instead of arguing that Deck signed the contract without knowing what he was doing:[2]
Deck’s complaint contends that the contract he signed with Spartz was predatory and designed to dupe the teen into turning over his rights to the OMG Facts trademark without realizing what he was doing. Deck’s attorney, Glenn Peterson of Roseville, argues that the intellectual property issues are moot in any case because California law allows individuals to disavow any contracts signed when they were minors. Spartz counters that Deck’s mother co-signed the contract as his legal guardian, and that Deck is simply hoping to exploit Spartz Inc.’s hard work for a quick gain.
So even just using public sources, we can establish that there were multiple clauses referencing an obligation to actively post, that Emerson claims Deck did not fulfil this, and Deck never even attempts to deny this, instead trying to invalidate the contract altogether. I don’t see a particularly strong reason to “side with Deck” on this one, unless there’s any claims/evidence that he did perform his responsibility that he hasn’t publicly disclosed for 15 years.
I’m confused. “render internet related services as requested by the Company from time to time” is not at all a contractual obligation to produce content on an ongoing basis. If there were a contractual obligation to produce content on an ongoing basis, I’d expect the contract to specify how much content, for how long. I’d understand ‘internet related services’ to mean help with access to the account, authentication, etc. as relevant, not as an ongoing job as a content creator.
I agree that Emerson argues that Emerson alone created content for the site, and that Deck doesn’t dispute this, but neither of them seem to actually argue Deck had a contractual obligation to create such content (and reading the contract, I think he clearly did not). Instead, I parse Emerson making this claim as a sort of moral claim to the high ground (“I’m the one doing the hard work here”), not a claim that Deck failed to fulfill contractual responsibilities. I don’t see anywhere where Emerson actually alleges breach of terms by Deck, as opposed to alleging that Deck is trying to take advantage of Emerson’s hard work by backing out of the contract.
Again, not a lawyer so I’m willing to accept I’m wrong.
I think this very much depends on how “services requested by the company” is interpreted.
“render internet related services as requested by the Company from time to time
Failure by the Contractor to meet deadlines for performance of services or failing to meet the standards required by the Company in the performing of services
You could argue that access is what’s requested, yes. Personally, I don’t, because access by default is already assumed under a later clause that uses a different wording: “The Contractor agrees not to change any passwords for any Company-related projects without the consent of the Company”
Or you could argue that if Emerson reasonably demands active posting, he is entitled to it under the terms of the contract, and entitled to terminate the contract if this is not fulfilled. We could argue over what constitutes reasonable demands, but I would think it’s more than “almost nothing”.
Not specifying the exact timings didn’t stand out to me. In my experience, it’s not very common to specify exact posting schedules for a long-term brand partnership with a teenager. There’s a certain expectation that teenage influencers are a little bit inconsistent.
In any case, my point with this whole thread is that … the whole Deck thing is really not that much of a red flag? A fairly standard contract was signed with a minor and his parent, who tried to sue by invalidating the entire validity of a contract with a minor+guardian, and it seems Deck wasn’t actively involved the whole time.
I’m not seeing obvious predatory behaviour here. Maybe poorly defined contract terms, but I really don’t see why people keep bringing this up a decade later as evidence against Emerson’s character. Keep in mind, we haven’t seen how many such contracts Spartz Inc signed without any incident.
If this is the absolute worst example an investigation could dig up from Emerson’s 2-decade-long career, it just doesn’t seem very convincing, ya know?
Again, I’m not a lawyer, but if Emerson’s main argument was that Deck didn’t uphold his responsibility, you’d think the easiest rebuttal would be that … he did things as per the contract. Instead of arguing that Deck signed the contract without knowing what he was doing
INAL also, but my intuition runs in the opposite direction - it seems much easier to argue that the contract is invalid and you don’t even need to litigate the terms of it, than to litigate those terms. E.g. similar to how in a defamation case lawyers might argue that even if the statements were false, no harm was caused, as has been mentioned by a lawyer somewhere else on the forum.
[...] was actually handling my own contract for a partnership with a Generative AI startup to co-develop and deploy AI character voice chat onto our platforms w ~ 1 million users
I’m sorry, what’s the relevance here? I can imagine wanting to explain the delay, although I don’t think that was necessary. But the details of the work and the size of the platform?
I mean, the fact that I’ve dealt with a few similar agreements with similar/bigger platforms, and I myself manage a bigger platform than Deck’s, and am managing my own partnership deal, similar to Deck’s.
From my perspective, the events described really aren’t that weird. Like, at all. It’s very strange to me that the Deck story keeps coming up like some sort of smoking gun, when there seems to be nothing unusual about it in the social media marketing space.
The deal itself is normal.
The fact that Deck became inactive afterwards is unfortunate, but normal.
The fact that Deck and his parent sued doesn’t really imply anything about Emerson’s character. A teenager lost interest in an online venture, comes back to demand money when the venture made money. It happens all the time.
At least to me, it’s really weird that everyone keeps talking about it like some strong red flag.
The fact that Deck and his parent sued doesn’t really imply anything about Emerson’s character
It may not prove anything about Emerson’s character, but that’s not the same as providing no evidence. Especially since your assertion that Deck was obligated to continue posting remains unsubstantiated.
Do you have a source for the contract terms?
@Minh Nguyen you seem very confident about the contract terms. I agree with you that if Deck violated a contractual agreement, that puts Spartz’s actions in a very different light. I have looked and not been able to find the exact contract or settlement terms. If you have them, I think it would b every useful to share them.
Hi! Sorry for the late response, I was actually handling my own contract for a partnership with a Generative AI startup to co-develop and deploy AI character voice chat onto our platforms w ~ 1 million users. Hopefully, history does not repeat itself.
There are the exact terms I’d found here (Sharing Information About Nonlinear) via Wayback Machine (archive.org).
The relevant parts:
The very first line under “Responsibilities of contractor”:
> The Contractor shall render internet related services as requested by the Company from time to time
> The Contractor agrees not to engage in any behavior that would cause hardship to the Company, such as instances of sabotage. The Contractor agrees not to change any passwords for any Company-related projects without the consent of the Company. Should the Contractor breach this Agreement, the Contractor will, at the Company’s edict, be required to rectify the breach, including but not limited to forfeiture of revenues and a requirement to reveal to the Company the current password of the OMG Facts Twitter account
> This Agreement shall commence on the “Effective Date” defined above and shall terminate one year thereafter, provided, however, that the Company may extend this Agreement for ten additional periods of one year each upon notice to Contractor given at least thirty days prior to the expiration initial expiration date or extended term. However, either party may terminate this contract in writing in the following instances:
(1) If either party is convicted of a criminal offense.
(2) Failure by the Contractor to meet deadlines for performance of
services or failing to meet the standards required by the Company in the
performing of services
Obviously, I am not a lawyer, but there’s indeed several key clauses in there mentioning an obligation to actively perform services, which in the case of OMGFacts would essentially mean making Twitter posts. I don’t think there’s anything there that’s particularly “predatory”?.
Regarding whether Deck performed this responsibility:[1]
> Here is the untold side of the story: The @OMGFacts Twitter (and Website/YouTube) is produced by us, not him. Adorian has done almost nothing for the past 15 months. Almost every fact you have read from OMG Facts was researched, written, and edited by us.
I will note that I couldn’t find any examples of Deck disputing that he was inactive. Deck’s lawyer instead argued that contracts signed by Deck himself were invalid even if co-signed by his guardians.
Again, I’m not a lawyer, but if Emerson’s main argument was that Deck didn’t uphold his responsibility, you’d think the easiest rebuttal would be that … he did things as per the contract. Instead of arguing that Deck signed the contract without knowing what he was doing:[2]
So even just using public sources, we can establish that there were multiple clauses referencing an obligation to actively post, that Emerson claims Deck did not fulfil this, and Deck never even attempts to deny this, instead trying to invalidate the contract altogether. I don’t see a particularly strong reason to “side with Deck” on this one, unless there’s any claims/evidence that he did perform his responsibility that he hasn’t publicly disclosed for 15 years.
Emerson Spartz, OMG Fact: There are two sides to every story. (archive.org)
California teen’s lawsuit over Twitter feed underscores power of a tweet (jacksonville.com)
I’m confused. “render internet related services as requested by the Company from time to time” is not at all a contractual obligation to produce content on an ongoing basis. If there were a contractual obligation to produce content on an ongoing basis, I’d expect the contract to specify how much content, for how long. I’d understand ‘internet related services’ to mean help with access to the account, authentication, etc. as relevant, not as an ongoing job as a content creator.
I agree that Emerson argues that Emerson alone created content for the site, and that Deck doesn’t dispute this, but neither of them seem to actually argue Deck had a contractual obligation to create such content (and reading the contract, I think he clearly did not). Instead, I parse Emerson making this claim as a sort of moral claim to the high ground (“I’m the one doing the hard work here”), not a claim that Deck failed to fulfill contractual responsibilities. I don’t see anywhere where Emerson actually alleges breach of terms by Deck, as opposed to alleging that Deck is trying to take advantage of Emerson’s hard work by backing out of the contract.
Again, not a lawyer so I’m willing to accept I’m wrong.
I think this very much depends on how “services requested by the company” is interpreted.
You could argue that access is what’s requested, yes. Personally, I don’t, because access by default is already assumed under a later clause that uses a different wording: “The Contractor agrees not to change any passwords for any Company-related projects without the consent of the Company”
Or you could argue that if Emerson reasonably demands active posting, he is entitled to it under the terms of the contract, and entitled to terminate the contract if this is not fulfilled. We could argue over what constitutes reasonable demands, but I would think it’s more than “almost nothing”.
Not specifying the exact timings didn’t stand out to me. In my experience, it’s not very common to specify exact posting schedules for a long-term brand partnership with a teenager. There’s a certain expectation that teenage influencers are a little bit inconsistent.
In any case, my point with this whole thread is that … the whole Deck thing is really not that much of a red flag? A fairly standard contract was signed with a minor and his parent, who tried to sue by invalidating the entire validity of a contract with a minor+guardian, and it seems Deck wasn’t actively involved the whole time.
I’m not seeing obvious predatory behaviour here. Maybe poorly defined contract terms, but I really don’t see why people keep bringing this up a decade later as evidence against Emerson’s character. Keep in mind, we haven’t seen how many such contracts Spartz Inc signed without any incident.
If this is the absolute worst example an investigation could dig up from Emerson’s 2-decade-long career, it just doesn’t seem very convincing, ya know?
INAL also, but my intuition runs in the opposite direction - it seems much easier to argue that the contract is invalid and you don’t even need to litigate the terms of it, than to litigate those terms. E.g. similar to how in a defamation case lawyers might argue that even if the statements were false, no harm was caused, as has been mentioned by a lawyer somewhere else on the forum.
I’m sorry, what’s the relevance here? I can imagine wanting to explain the delay, although I don’t think that was necessary. But the details of the work and the size of the platform?
I mean, the fact that I’ve dealt with a few similar agreements with similar/bigger platforms, and I myself manage a bigger platform than Deck’s, and am managing my own partnership deal, similar to Deck’s.
From my perspective, the events described really aren’t that weird. Like, at all. It’s very strange to me that the Deck story keeps coming up like some sort of smoking gun, when there seems to be nothing unusual about it in the social media marketing space.
The deal itself is normal.
The fact that Deck became inactive afterwards is unfortunate, but normal.
The fact that Deck and his parent sued doesn’t really imply anything about Emerson’s character. A teenager lost interest in an online venture, comes back to demand money when the venture made money. It happens all the time.
At least to me, it’s really weird that everyone keeps talking about it like some strong red flag.
It may not prove anything about Emerson’s character, but that’s not the same as providing no evidence. Especially since your assertion that Deck was obligated to continue posting remains unsubstantiated.