7/15/07 @ 9:30pm PST

Factual Analysis of Book Publishing Agreement

As stated in previous posts, the only reason for going in-depth on certain details is to stop any speculation going on.

Our company would never reveal details about any business dealings we have with clients, joint venture partners, business associates, etc... Confidentiality is of utmost importance. We have Non-Disclosure Agreements (N.D.A.'s) with everyone we do business for, or with.

Being involved with Casey and being pulled into the very public "Jerry Springer Circus" of drama that surrounds his story, has caused this to be a complete exception for us. Therefore, we're taking tactful steps to clear our business name.

The agreement itself from April 2007 will not be posted here. Rather key points will be highlighted. Any major "breach of contract" will be noted, although there were some minor ones also. Some breaches were repeated more than once.

If you're new to this whole story, our private publishing agreement with Casey has been posted all over the Internet. Casey has admitted to leaking out the agreement [Breach of Contract #1 - Violation of N.D.A.], however it's unclear who has been posting it on various websites. Nonetheless, this private agreement has been made very public.

Listed below are numbered points "paraphrased" from our agreement. Under each, are comments in italics.

 Here are the key points:

1. "This new book series will not hinder Casey from pursuing similar topic book deals, but not utilizing the title / theme... created."  (from pg.1)

This means Casey is free to pursue other book deals surrounding his story, but not under "The Foreclosure Code" Book Series. Casey did claim to have "assigned his book rights" (more on that below), but this in no way affects our specific agreement with him.

2. "Neither party will have any rights, ownership, copyrights, trademarks, patents, etc. to each others prior individual businesses / companies. This agreement is only for this new joint venture and what is
specifically outlined here."  (pg.1)

Our company has no rights or interests to the IamFacingForeclsoure.com website or any other business ventures Casey has. It is solely for The Foreclosure Code Book Series.

The term "joint venture" or "jv" is used freely in the Internet Marketing community to describe any type of business arrangement you may have with another party.

3. "This new joint venture will require a new entity, herein be referred to as (“New Entity”), be established to protect both parties. An LLC (name T.B.D.) will be created in Nevada when cash flow permits."  (pg.1)

It only makes good business sense to set up a new legal entity for any business agreement you enter into. Especially with Casey, we didn't know what else was lingering around out there with him. A Limited Liability Company (LLC) is the simplest legal entity form to accomplish this. Reason for Nevada is also simple. There are no state income taxes for legal entities in Nevada.

4. "Any of Casey’s past financial problems will have no effect on this new joint venture and entity. Casey is solely responsible for any issues created as a direct result of his actions. This will not affect... this new business joint venture."  (pg.1, 2)

We didn't want any of Casey's past dealings to potentially taint our business agreement. Another reason for setting up a separate entity.

5. "Casey will form a new entity [Breach of Contract #2 - Not formed] to serve as his 50% managing member / ownership of this new joint venture... already has several entities, one of which will also own 50% managing member / ownership of this new joint venture... will determine which of his entities will hold his 50% managing member / ownership."  (pg.2)

Casey had an existing corporation, however, we wanted to make sure everything was clean and new for our agreement. With LLC's you can either have individuals or other entities as members.

Note, there is a 50% / 50% ownership and revenue share in the Book Series. Most publishers will give you an average of 20% revenue share, but no ownership. This was very generous so Casey could get back on his feet more rapidly to start paying down his debt, and be very active and share in the success of the Book Series.

There has been some speculation that setting up multiple entities was in some way to help Casey hide any cash-flow or is illegal. This is absolutely false. Any revenue share checks that Casey would receive would be up to him how he spends it. Plus, as stated earlier, we wanted to make sure nothing affected our agreement with him.

Any intelligent business person creates multiple entities to isolate each and every business, property, or asset separately. Makes for solid asset protection, separate profit / loss for accounting, isolates individual business agreements, and many other advantages. This is a fundamental business principle.

6. "What each party is contributing and will receive... Casey:"   (all points from pg.2)

6.a. - "Has expertise as a real estate investor and foreclosure expert through personal experiences.
Created and maintains a blog specifically targeting people in foreclosure, real estate investors,
etc."  [Breach of Contract #3 - shut down blog for almost a week, and claims he will now shut down blog for good on 8/3/07]

Herein lies one of the greatest points of what Casey brings to the table with this agreement, the IamFacingForeclosure.com (IAFF) blog / website. The built in traffic and readership, all the media links pointing to IAFF, the high search engine rankings for keyword phrases.

The blog and buzz created from IAFF is one of the highest leveraged primary marketing ways for people to buy the book. No blog and no Casey means extremely poor book sales. He did shut down the blog for almost a week, and claims to be shutting down the blog for good on 8/3/07.

Thus, based on this fundamental breach of contract alone, allows us to terminate our agreement with Casey. Not to mention, makes whatever "rights" Casey has claimed to assign, not valid, as we're moving to terminate our agreement with him.

6.b. - "Will supply all content in digital format... [Breach of Contract #4 - no documents received] as part of the overall information product series. Any personal identifying information
will be concealed if it makes it to a finished product."

This refers to actual property document information, individual documents that would be put in the book to show he actually did purchase a total of nine properties, etc. We have never received anything we've requested

6.c. - "Will use his media contacts and make himself available for interviews when needed to help
promote the book series." [Breach of Contract #5 - no media interviews = no book sales]

Casey has made it very clear that he intends to sell the IAFF blog and will be walking away from anything surrounding his story. Thus, this creates another breach. Casey not doing consistent daily media interviews, once The Foreclosure Code Book is released, means more poor sales.

6.d. - "Will pay for initial direct expenses surrounding product creation (estimated to be $4000.00 to
$5000.00). This money will be first money paid back from any revenue generated." [Breach of Contract #6 - estimated expenses not paid]

This was a way to anchor Casey to have "skin in the game." The only way to do that was having him pay for estimated up front expenses. Cash tends to make people perform on their end of the bargain. The reason we wanted this in our agreement was that so Casey would not deviate from the agreement, as there were so many instances we read about where Casey did not perform.

This money would come back to Casey as revenue was generated.

To date, Casey has only contributed $1000.00 towards anticipated expenses and we're assuming the remaining expenses can't be met.

6.e. - "Receive 50% of revenue and 50% ownership for the new book series (T.B.D.private until
agreement is signed). Will have primary author billing on book."

As stated before, there is a 50% / 50% ownership and revenue share in the Book Series. Most publishers will give you an average of 20% revenue share, but no ownership. This was very generous so Casey could get back on his feet more rapidly to start paying down his debt, be very active, and share in the success of the Book Series.

7. "Open communication is a must! Any thoughts, concerns, disagreements, or problems should be
addressed as they happen, not left to build up into major problems later. Neither party should feel
offended by any questions brought up by the other party. Constant communication is the key to success in this business venture."  (pg.3)

Unfortunately, there have been major communication lapses at various times with Casey. This has led to major problems, wasted time, wasted money, wasted energy, and overall frustration.

8. "As long as both parties stay focused in their respective areas of expertise, this will be a long lasting and profitable business venture. This is not ‘get rich quick’. This is a long term venture where things need to happen at certain times and in a certain order for maximum results."  (pg.3)

It was made very clear from the start that the first book may not be very profitable. That is why at least four books were conceived from the start. Better to be extremely realistic from the start. Most published books never sell more than 100 copies in their lifetime!

Really, all the other products (membership site, teleseminars, live seminars, coaching, etc.) would generate more revenue than actual book sales. As each book in the series would be published, more sales would result from all books in the series, as well as all the other backend sales.

This Book Series was like starting a brand new business from scratch. Time, effort, energy, and money are what is needed to nurture and grow any new business.

9. "This Agreement and its validity, construction and effect shall be governed by the laws of the State of Nevada. Written Addendums will be added to this agreement when needed."  (pg.3)

Very self explanatory here. Nevada governs this specific agreement.

10. "NON-DISCLOSURE AGREEMENT (NDA)"  (pg.4)

10.a. - "...Will keep all business with PD 100% completely confidential and never reveal the relationship with PD in any way possible..."  [Breach of Contract #1 - Violation of N.D.A.]

Clause put in for very obvious reasons. Any one that tried to do business with Casey was made very public. Thus, we wanted our information kept 100% private. We never gave any permission.

10.b. - "...Not to disclose the information to others without the express written permission of PD..."  [Breach of Contract #7 - Violation of N.D.A.]

We never gave any permission.

10.c. - "...That CS shall not directly or indirectly... sell or otherwise deal with any item or product, containing, based upon or derived from the information, except as may be expressly agreed to in writing by PD...."  [Breach of Contract #8 - Violation of N.D.A.]

Specifically states he can not sell. So any "rights" he may have assigned or sold, must be done with our permission. We never gave any permission, nor would we grant any permission. No Casey = no book sales.

10.d. - "...This Agreement and its validity, construction and effect shall be governed by the laws of the State of Nevada...."

Even though Casey resides in California, this agreement is governed by the state of Nevada.

 Summary:

As you can see, there have been endless breaches of this agreement.

Therefore, any rights Casey has claimed to assign or sold (as they relate to this specific agreement), are not valid. This is a problem Casey will have to deal with directly and has no bearing on our company and the specific agreement for The Foreclosure Code Book Series.

With no IAFF blog to market the book, no Casey to do media interviews, no consistent Casey involvement, there really is no point continuing with The Foreclosure Code Book Series with Casey Serin as the featured author.

We're moving to terminate our agreement with Casey for all of the above reasons.

Any "assignment" that Casey has claimed to have made is not and will not be recognized.

In order to maintain the integrity of the agreement (albeit impossible at this point), this would require the entity or individual to do the following:

- Create a new entity to hold the 50% share (see 3., 5.)

- Own the IAFF blog to continue blogging and help market the book via that medium (see 6.a.)

If Casey isn't blogging on the IAFF blog, readership will fall significantly, thus no interest in the Book Series.

- Supply Casey's actual property documents  (see 6.b.)

Unless you're Casey, not sure how these documents will be produced for the book content.

- Do media interviews to market the book. (see 6.c.)

No media will want to interview anyone except for Casey. Casey is the story.

- Produce the remaining $3000.00 - $4000.00 in estimated expenses (see 6.d.)

- State of Nevada governs the agreement (see 9., 10.d.)

- Due to the multiple NDA violations, the agreement can't be held together in the first place (see 10.)

- Due to the "shall not sell" clause, no rights can be assigned or sold (see 10.c.)

- Due to Casey not being involved, the agreement can't be kept from Casey's side.

This agreement is impossible to transfer, sell, or assign. Especially since it would involve our permission to do so (which we didn't grant), but more importantly, it involves Casey himself. No Casey involvement means no agreement. With Casey not blogging, doing media interviews, and being actively involved with the Book Series, there is no agreement.

Our company is still undecided as to releasing the first volume "as is" with Casey in it. That remains to be seen.

Casey has acknowledged that we have quite a bit of expenses to recoup and has verbally stated that he understands if we must move forward with publishing the book without his involvement. We did acknowledge his wishes to remove any mention of his wife and family if we did proceed ahead in this manner.

Any future volumes in the Series will feature other Real Estate and Mortgage experts.

We're moving to terminate our agreement with Casey, not sue him.  We hold the nearly completed The Foreclosure Code - Volume 1 book. Our company will decide whether we proceed ahead with publishing at this point.

Hope this clears up any speculation and rumors that have been circulating.

Next post will give you a chance to ask us direct questions...