The Artist’s Reserved Rights Transfer And Sale Agreement (1971) Seth Siegelaub download in English, French, German, Italian Introduction to the Agreement made by Seth Siegelaub in Leonardo, vol. 6, 1973. 1. The Agreement The three-page Agreement on the following pages has been drafted by Bob Projansky, a New York lawyer, after my extensive discussions and correspondence with over 500 artists, dealers, collectors, museum people, critics and others involved in the day-to-day workings of the international art world. The Agreement has been designed to remedy some generally acknowledged inequities in the art world, particularly artists’ lack of control over the use of their work and participation in its economics after they no longer own it. The Agreement form has been written with special awareness of the current ordinary practices and economic realities of the art world particularly its private, cash and informal nature, with careful regard for the interests and motives of all concerned. It is expected to be the standard form for all transfer and sale of all contemporary art and has been made as fair, simple and useful as possible. It can be used either as presented here or slightly altered to fit your specific situation. If you have questions as regards any part of the agreement, you should consult your attorney. 2. Enforcement First, let us put this question in perspective: most people will honor the Agreementbecause most people honor agreements. Those few people who will try to cheat you are likely to be the same kinds who will give you a hard time about signing theAgreement in the first place. Later owners will be more likely to try to cheat you than the first owner, with whom you or your dealer have had some face-to-face contact but there are strong reasons why both first and future owners should fulfill the contract’s terms. What happens if owner No. 2 sells your work to owner No. 3 and does not send you the transfer form? (He is not sending you the money, either.) Nothing happens. (You do not know about it yet.) Sooner or later you do find out about it because it takes a lot of effort to conceal such sales and the ‘grapevine’ will get the news to you (or your dealer) anyway. To conceal the sale, owner No. 3 has to conceal the work and he is not going to hide a good and valuable work just to save a little money. And if he ever wants to sell it, repair it, appraise it or authenticate it, he MUST come to you (or your dealer). When you do find out about such a transaction-and you will-you sue owner No. 2, who will owe you 15% of the increase based on the price to owner No. 3 or on the value at the time you find out about it, which may be higher. Clearly, a seller (in this case No. 2) would be extremely foolish to take this chance, to risk having to pay a lot of money, just to save a little money. As to falsifying values reported to the artist, there will be as much pressure from the new owner to put a falsely high value as from the old owner to put in a low value. There are real difficulties inherent in getting two people to lie in unison, especially if it only benefits one of them-the seller. In 95% of the cases the amount of money to be paid to the artist will not be enough to compel the collectors to lie to you. You will note that in the event you have to sue to enforce any of your rights under the Agreement, article 19 gives you the right to recover reasonable attorney’s fees in addition to whatever else you may be entitled to. 3. Summation We realize that this Agreement is essentially unprecedented in the art world and that it just may cause a little rumbling and trembling; on the other hand, the ills it remedies are universally acknowledged to exist and no other practical way has ever been devised to cure them. Whether or not, you, the artist, use it, is of course up to you; what we have given you is a legal tool that you can use yourself to establish ongoing rights when you transfer your work. This is a substitute for what has existed before-nothing. We have done this for no recompense, for just the pleasure and challenge of the problem, feeling that should there ever be a questions about artists’ rights in reference to their art, the artist is more right than anyone else. -Seth Siegelaub, 1973. Context The Projansky (Smart) contract was part of an ensemble of efforts by Visit, Inc., the start-up I founded alongside Patrick Steadman, to develop a social software for the art world that was resonant with the values of that community. This included a decentralized, federated networking protocol for studio visits as well as an open-source, epub network for the sharing of MFA course syllabi, reading lists and the like. When we pitched these ideas to tech VC’s, we found ourselves having to contend with the ever-ubiquitous question: “What problem are you trying to solve?” Given that art, by definition, does not have a use-value in the traditional sense (and is by nature already “disruptive”), we found ourselves having to develop software from the standpoint of art’s ontology. We soon decided that the problem of art is the problem of value. Period. While the Projansky Deal has been well documented (and the problems, pitfalls, & possibilities of such an effort hotly debated), attention has mostly been placed on the Artist’s Contract as a royalties agreement. However, the open-source legal document (the conditions of which can be adjusted) is also a networking protocol. One ambiguity within the existing contract is the shift between what the contract does (ensures the artists receives 15% of the resale value of a work of art, transaction records, etc.) and what the contract provides (rights). Because rights are constituitive-- shifting the relationships and balance of power between participants-- and because, often, the transfer of a work of art produces an increase in its value, we wondered if the popular conception of the document as merely a royalties contract has not in fact been overemphasized. Three years after we developed our prototype, use-cases for the ERC721 token have exploded into a marketplace for non-fungible tokens. NFT’s mostly take the form of digital commodities. Our protocol makes it possible to generate an NFT for a work of art for the purposes of structurally embedding the Artist’s Contract into a work of art, along with any relevant meta-data, such as exhibition history. Because the exhibition trajectory of a work is the primary factor when it comes to an artworks financial valuation, our hypothesis was that a Projansky (Smart) Contract has the potential to encode the historical dimension of a work of art into the token itself - a far cry from present-day conversations concerning the online sale and distribution of digital assets. The answer to the Jeopardy-style question in the above image is, of course, “What is Las Meninas?” The problem of art is the problem of value. Using Velazquez’s Las Meninas as a metaphor for the encapsulation of value production in art, our presentations attempted to make the complex (and often confusing, especially to outsiders) process of art’s value formation intelligible to non-art audiences. Satoshi vs. Sieglaub Contemporary art is (ironically) a futures market. The art market consists largely of transactions between private individuals (who often wish to keep information regarding sales and acquisitions private) and galleries or independent dealers (who discourage the direct-to-consumer model espoused by Silicon Valley.) This is one reason the Projansky Contract has been criticized by market operators and why its implementation has so far been limited. The relationship between the art market and the art institution is one of regulation-- the art institution backs the value of a work of art via art historical sanctioning. What makes the blockchain, in general, misleading is the oft-espoused notion of “cutting out the middleman” -- Satoshi Nakomoto’s 2008 bitcoin whitepaper risks the form of scientific documentation by presenting the use-case of bitcoin in ideological terms. While bitcoin may exist as a critique of fractional-reserve banking, the problem that blockchain technology was designed to solve is one of source congruency (see Byzantine Fault). A byzantine fault occurs when a fault presents different symptoms to different observers. The art market can be looked at in these terms. Currently, the only hard data with which to properly gauge the monetary value of an artwork comes from auction results. This makes the art market highly volatile. (The platform, Art.sy, has been perhaps the most effective effort on the part of the market to extend art institutional sanction to the commercial sector in that it editorializes market data-- an attempt to historicize trends in consumer preferences.) The impact of this is that arts historical trajectory (measured over decades) risks becoming contaminated by the short term effects of transactional modes of participation (such as flipping) Whether the Projansky (Smart) Contract can offset inflation in the art market by preserving (on a public ledger) a record of transactions has yet to be determined. Because the blockchain affords users anonyminity, the art world’s “private, ‘cash-based’, and informal nature” is left undisrupted. Regardless of the impact of such a proposal, we developed the Projansky (Smart) Contract in a manner true to the ethos of the original contract with the aim of “remedying some generally acknowledged inequities in the art world, particularly artist’s lack of control over the use of their work and participation in its economies after they no longer own it.” Given that “capital” in the art world is often immaterial, social, and generated by proximity rather than production, we maintain that the issue of artists royalties, while important, is the most arbitrary dimension of the Projansky Deal. What must be emphasized instead is the potential for alternative financial networks, shifts in institutional framing, and the relational dimension of market participation. While Visit, Inc. is no longer in operation, we invite anyone to fork our code from github in order to continue developing Seth Sieglaub and Bob Projansky’s decades-old, open-source protocol. Further reading The Artist’s Contract and the Decentralized Autonomous Museum by Patrick Steadman Explaining Pictures to a Dead Bull by The Bruce High Quality Foundation