Some art and design contracts have a problem that will often not be apparent until it is time to get paid: satisfaction clauses. A satisfaction clause basically gives the recipient of art or design work the full discretion to reject the work because they are subjectively unsatisfied. As you can imagine, that leads to a bit of insecurity on the artist’s part – theoretically, the client could have a change of heart or buyer’s remorse and refuse to pay, claiming that they are not satisfied.
Satisfaction Clauses Are A Bad Idea In Art And Design Contracts
Satisfaction clauses are particularly onerous in art and design contracts as the nature of much art and design tends to be subjective. Reasonable minds can differ about when something is satisfactory. Further, since the person who commissioned the artist may not actually be committing to doing anything (in essence, they are saying that they will pay if they feel like it) many courts might find the contract to be non-existent as an “illusory promise”.
This is different from a contract where one party has been commissioned to do something like install a new roof on a house. There are objective criteria that we can use to determine whether something like that is satisfactory. Does the roof leak? Is it up to code? Does it use appropriate materials? Etc.
Even if the artist ends up being right, it might take a lot of time and litigating to get to a resolution. The best bet is to avoid satisfaction clauses in the first place.
Watch Out For Satisfaction Clauses
Ideally, you want to have your attorney review your contract so that you can avoid the ticking time-bomb that is a satisfaction clause. Instead of a satisfaction clause, you will want to have some sort of objective test that will let the parties know when the product is up to snuff. What those criteria will be can be determined by working with the other party to the contract and/or your attorney.
The point of this blog post is just to raise the issue as it does come up from time to time.
