Joris DeeneAn author may publish a revised and updated version of his book with another publisher if the author’s contract for that adaptation granted only an option right and that option right has expired. This was the ruling of the Court of First Instance of East Flanders, Ghent Division, based on Article XI.167 of the Code of Economic Law, which requires author contracts to be interpreted restrictively and in favor of the author. As a result, Lannoo Publishers lost its case against Borgerhoff & Lamberigts and Professor Martin Valcke regarding two textbooks on educational science. An appeal has since been filed against the judgment.
In short:
- On April 28, 2025, the court dismissed all of Lannoo’s claims: no copyright infringement, no breach of contract, and no unfair market practice.
- The authors“ contracts dated November 30, 2017, transferred the right of reproduction ”in the broadest sense,” but for adaptations, they granted only an exclusive option right for five years, which expired on November 30, 2022.
- Any publisher who also wishes to review future revisions of a textbook must explicitly state this in the contract, because in case of doubt, the author prevails.
The facts
Martin Valcke was a professor of educational science at Ghent University and, together with colleagues, wrote two textbooks: “Powerful Learning Environments” (2019) and “Classroom Management and Reflection” (2020). Both were published by Lannoo under its Academia Press imprint and served as course materials for several academic years.
For each of these books, an author’s contract was signed with Lannoo on November 30, 2017. Valcke signed these contracts, but as department chair and on behalf of “Ghent University, Department of Educational Sciences.” The contracts transferred the economic rights for a series of specified forms of exploitation, including the Dutch-language print edition and a list of specific adaptations such as a stage play, a children’s version, or an audiobook. For all other adaptations, Lannoo did not receive an assignment of rights but was granted an exclusive five-year option: the author was required to first offer any new adaptation to Lannoo, and if Lannoo did not respond within three months, the author was permitted to take it to another publisher.
In late 2023 and early 2024, Borgerhoff & Lamberigts published the textbooks “Krachtig voor de klas” and “Leerkracht in actie” under the OWL Press imprint. They replaced the old Academia Press books as course materials for Valcke’s department. Lannoo viewed these as unauthorized reproductions of its own publications and, on March 11, 2024, filed a lawsuit against both the publisher and the author. It sought a cease-and-desist order, the recall of the books, and a total of over 189,000 euros in damages: 63,722.36 euros and 70,724.40 euros for the infringement of the two works, 5,000 euros from Valcke for breach of contract, and 50,000 euros from Borgerhoff & Lamberigts for third-party complicity in that breach of contract.
An initial request for preliminary measures had already been denied in an interim judgment dated June 17, 2024, because the claim appeared, at first glance, to have insufficient prospects of success. The judgment of April 28, 2025, resolves the case on its merits.
The ruling
The claim for copyright infringement
The court does not begin by considering whether copying took place, but rather whether Lannoo actually holds the rights it is invoking. Lannoo is a legal entity and therefore not the author of the textbooks itself. It can only assert copyrights that have been transferred to it by contract, and according to the court, the scope of that transfer must be interpreted in light of Article XI.167 of the Code of Economic Law (CEL), which stipulates that contractual provisions regarding copyright and methods of exploitation must be interpreted restrictively.
Regarding the facts themselves, the court ruled in favor of both parties. It agrees with Lannoo that “Krachtig voor de klas” bears many similarities to “Krachtige leeromgevingen,” both in the structure of the table of contents and in the text itself: several passages were copied either verbatim or with minor changes. The same applies to “Leerkracht in actie” in comparison with “Klasmanagement en reflectie.” The defense that these are merely unprotected ideas and principles from educational science, according to the court, “makes no sense”: the concrete expression of those ideas in the older textbooks demonstrates free creative choices and is indeed protected. To rule otherwise would mean that the authors’ contracts were without merit.
However, the court agrees with the defendants that the new books differ in terms of cover, title, layout, format, illustrations, and content: entire sections of new text, updates, and numerous QR codes with additional information. The new textbooks are therefore not a slavish copy, reissue, or reprint, but an adaptation of the old ones: a sequel or update. The court acknowledges that such an adaptation necessarily involves a partial reproduction of the original work and that, in principle, the copyright holder’s permission is required for this.
That is precisely where the claim runs aground. For adaptations not included in the exhaustive list in Article 2 of the contracts, Lannoo had not received an assignment but only the exclusive option right under Article 4, which was limited to five years and thus expired on November 30, 2022. As of December 1, 2022, the authors were free to entrust the exploitation of a revised version to another publisher. According to the court, Lannoo could not object to this on the grounds that it had obtained the right of reproduction “in the broadest sense” for the book publication: that method of exploitation is distinguished in the contract itself from adaptation and must be understood in the strict sense as the publication of the text documents as they were. To rule otherwise would amount to a perpetual right of objection against any subsequent update, which, according to the court, could not possibly have been the authors“ intention. The court also rejects Lannoo’s interpretation that the list of adaptations in Article 2 was merely illustrative: the text refers to ”the adaptations listed below,“ and the abbreviation ”e.g.” that follows is an oversight in a text drafted by Lannoo itself, which, given the legally prescribed restrictive interpretation, it cannot use to its own advantage.
Two secondary arguments are also rejected. The contributions made by Lannoo’s proofreaders and editors did not confer original copyright on the publisher, because linguistic corrections and stylistic adjustments approved by the authors do not bear a personal stamp. And the court considers the question of who is the actual holder of the rights—the authors personally or Ghent University as their employer—to be irrelevant: what matters is that Lannoo is certainly not the holder.
The claim for breach of contract and third-party liability
The claim against Valcke for breach of the copyright contracts is dismissed on the grounds of a preliminary finding: he was not a party to those contracts. The header and signature list “Ghent University, Department of Educational Sciences,” represented by the department chair, and the account and VAT numbers in the contracts are those of the university. The fact that Lannoo itself had an addendum signed in 2022 by Ghent University “as the primary contracting party” and by Valcke “as the new recipient of the royalties” confirms this. Because agreements are binding only between the contracting parties ( Article 1165 of the former Civil Code), Valcke personally could not have breached any contractual obligation, and Borgerhoff & Lamberigts therefore could not have been complicit in a non-existent breach of contract.
For good measure, the court adds that even an author bound by a personal right would not have violated any clause. According to the court, the warranty provisions of Article 8.6 and the prohibition on “reuse” and on contributing to a confusingly similar work in Article 8.7 cannot detract from the specific provisions regarding adaptations in Article 4. Lannoo cannot, as the court puts it, “have it both ways”: release the adaptations after five years while still reserving a right of objection under other clauses. The term “Work” in those clauses therefore refers only to the original text documents, not to subsequent adaptations.
The claim for violation of fair market practices
In the end, Lannoo relied solely on the following argument against the publisher: Article VI.104 of the CEL, the prohibition against any act contrary to fair market practices that harms the business interests of another company. The court also rejects this ground. The new textbooks are not slavish copies but adaptations in which the publisher has invested new effort, costs, and expenses, and their use was contractually permitted after November 30, 2022. Borgerhoff & Lamberigts merely made use of the leeway afforded by Lannoo’s own contracts.
The fact that sponsored banners for the new OWL Press books appear in online search results for the old Academia Press titles does not change this. Those banners are partly provided by bookstores, and according to the court, paid promotion in search results for similar—and therefore competing—products is a completely legitimate market practice. Nothing prevented Lannoo from doing the same for its own books.
Legal analysis and interpretation
Why “reproduction in the broadest sense” doesn’t cover everything after all
On paper, Lannoo had a strong position: the contract granted it the right of reproduction “in the broadest sense” for the publication of the book, and the new books literally reproduced passages from the old ones. Nevertheless, she lost the case because the court interpreted the broad wording of Article 2 in light of the specific provision of Article 4. This is an application of the rule in Article XI.167, § 1, paragraph 3 of the CEL, which states that authors’ contracts are to be interpreted restrictively, in favor of the author, and of the principle that anything not expressly transferred remains with the author.
The definition on which the entire matter hinges is that of “adaptation.” An adaptation or arrangement is a derivative work that incorporates essential and original formal elements of an existing work and adds its own creative expression; the right to adapt a work is part of the right of reproduction, which Article XI.165 of the CEL reserved for the author. As soon as a new edition falls under that definition, it is moved in this contract from Article 2 to Article 4, and after five years, Lannoo no longer had any rights there. The lesson for contract practice is that a general phrase such as “in the broadest sense” is not a safety net. It is interpreted in light of the other clauses, and a specific provision regarding a method of exploitation takes precedence over the general one. Any publisher wishing to retain control over the second, third, and fourth editions must specifically list those revisions by name in the assignment clause, along with compensation and a term, or stipulate an option right that extends beyond the lifespan of a textbook.
The same strict interpretation also informs the decision regarding the list of adaptations. The contract referred to “the adaptations listed below” and followed that with “e.g.” The court viewed this as an editorial oversight on the part of the publisher, which may not turn the ambiguity to its own advantage. This is consistent with the rule that forms of exploitation not expressly mentioned are deemed not to have been transferred. As we previously analyzed in our blog post on the question of whether a copyright contract for commissioned works must always specify a price and a term, a more flexible regime applies to orders in the non-cultural sector, but even there, the restrictive interpretation remains in effect.
Dissenting opinion: is a book with chapters copied verbatim really an adaptation?
Lannoo had an argument that the court did not fully consider. The judgment itself states that several passages of text were reproduced “entirely identically.” For those passages, the new edition is not an adaptation but a mere reproduction, and the reproduction right for the Dutch-language book edition had indeed been transferred to Lannoo. One can therefore frame the question differently than the court did: not “is the new book as a whole an adaptation,” but “may a third-party publisher print unaltered chapters from a work for which Lannoo holds the book publication rights in a new book.” Classifying the work as a whole as an adaptation does not automatically resolve that question.
The court addresses that objection through contractual means. It interprets the “Dutch-language book publication” as a form of exploitation that covers only the text documents as such, and the “adaptation, including the reproduction necessary for that purpose” as a separate form of exploitation to which Article 4 applies. This interpretation has a solid basis in the text of the contract, which indeed distinguishes between the two forms, and in the statutory rule of interpretation. It also has a practical basis: anyone who adapts a work, by definition, incorporates parts of it, and an option right to adaptations would be meaningless if every incorporated paragraph were already covered by the old publisher’s right of publication. Nevertheless, the distinction between an update containing new material and a reprint containing only a few new sections is a factual one, and the proportion of incorporated versus new text plays a role in this distinction that the judgment does not quantify. That is precisely what the appeal hinges on: a court of appeal that weighs the ratio of old to new text differently could classify the new book, in part, as a reproduction of the old edition. The case involving the “Knokke Off” series, which we discussed in our blog post on the question of whether A TV series is considered plagiarism if it uses the same setting and themes as a book, shows the other side of the same coin: there, only ideas were copied; here, the text is undisputedly protected.
The preliminary question that the court has left unanswered: who is actually the holder?
The ruling states that it is “completely irrelevant” whether the authors themselves or Ghent University is the actual holder of the rights. As far as the outcome of this dispute is concerned, that is correct: Lannoo did not hold the rights in any case. But the question is not insignificant, and the ruling raises an issue that could prove decisive in a future dispute. In the case of a work created by employees in the course of their employment, the employer acquires the economic rights only if this is expressly stipulated and the creation falls within the scope of the employment contract or the employment regulations (Article XI.167, § 3 of the CEL). The court assumes that the co-authors had transferred their rights to Ghent University, even though no such transfer is documented in the case file.
That leaves two possible scenarios. Either Ghent University is the rights holder, in which case the university—not Valcke—was the party that had full discretion over the adaptations after November 30, 2022; the publication by OWL Press would then imply the university’s consent. Or, the authors remained the personal copyright holders, in which case Ghent University transferred rights in 2017 that it did not possess, which calls into question the validity of the transfer to Lannoo itself. In both cases, the question of who holds the rights to an academic textbook must be addressed before any claim can be made, and it deserves an answer in the contracts that cannot be inferred from a letterhead or a VAT number.
Specifically, what does this mean?
For publishers. A standard contract that assigns the book publication in broad terms but subjects adaptations to a five-year option grants the author the freedom, after that period, to publish a revised edition elsewhere, even if that edition includes chapters from the original book. Those who do not wish this to happen should explicitly designate the “revised, updated, or expanded edition” as a form of exploitation in the assignment clause, with its own compensation and term, or link the option right to the commercial lifespan of the work. If you are unsure whether your current contracts cover the next edition, reviewing these clauses is the first thing we will do for you. Also pay attention to the wording: an “e.g.” following an exhaustive list is interpreted against the drafter.
For authors and academics. Before you enter into a deal with another publisher, check what your contract says about adaptations and when any option right expires. As long as that term is in effect, first offer the adaptation to your original publisher and keep proof of that. And be careful whose name you sign in: anyone signing as a department chair or board member does not bind themselves, but also loses control over who holds the rights. Anyone who wants certainty about the scope of a transfer or a planned new edition should seek assistance in advance from an attorney specializing in copyright law.
For competing publishers. You may publish a revised edition of a book by an author who has previously published elsewhere as soon as the contractual obligation with the previous publisher has expired, but be sure to request a copy of the old contract and read it yourself. The ruling also confirms that sponsored search ads on a competitor’s titles do not constitute an unfair market practice.
Frequently asked questions (FAQ)
As an author, can I publish a new edition of my book with a different publisher?
That depends on your author’s contract. If the contract expressly assigns the right to revised or updated editions to your publisher, then no. If it merely grants an option right to future adaptations, you may approach another publisher after the option period expires, provided that you first offered the new version to your original publisher during that period. In case of doubt regarding the text, the contract will be interpreted in your favor.
What is an adaptation or derivative work under copyright law?
An adaptation is a derivative work that incorporates essential and original formal elements from an existing work and adds its own creative interpretation, such as a translation, a film adaptation, or a revised and expanded edition of a textbook. The right to adapt a work is part of the author’s right of reproduction. Someone who merely borrows ideas is not creating an adaptation; someone who copies text without adding anything is making a simple copy.
Why are author contracts interpreted restrictively?
Article XI.167 of the Code of Economic Law provides that contractual provisions concerning copyright and methods of exploitation shall be interpreted restrictively. In this way, the legislature protects the author, who is usually the weaker party when the contract is concluded. In practice, this means that unclear or ambiguous clauses are interpreted in favor of the author, and that the assignee receives only those rights that have been expressly transferred.
Is advertising on a competitor's book titles an unfair business practice?
According to the Court of First Instance of East Flanders, no. Sponsored banners that appear in online search results for a competitor’s book are a common and lawful form of promotion, even when they involve directly competing products. A violation of Article VI.104 of the Economic Law Code only occurs in the case of a truly unfair act, such as a slavish copy or deception, and not in the case of competition per se.
Conclusion
The judgment of the Court of First Instance of East Flanders, Ghent Division, dated April 28, 2025 (24/750/A) states that a publisher who has acquired the right of reproduction “in the broadest sense” does not, under Belgian law, thereby have control over the next edition of the book. If the contract establishes a separate, temporary arrangement for adaptations, that arrangement takes precedence, and upon its expiration, the author is free to publish his revised version elsewhere. Whether this line of reasoning also holds when large portions of the text are reproduced unchanged is now a matter for the Court of Appeal to decide.
ICT Legal Guide the knowledge platform of the Intellectual Property, IT Law, AI Law, Data Protection, and Media Law department at Everest Advocaten, led by Joris Deene. Our attorneys assist publishers and authors in drafting and interpreting copyright contracts, as well as in disputes concerning revised editions, adaptations, and the reuse of existing texts.
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