Every time Stan Lee feuds publicly with Marvel, a fairy somewhere falls down dead.

But on the bright side, it's very interesting to watch. Stan Lee hasn't been a major figure in creative or even editorial terms at Marvel for some considerable time, but he's still seen as the publisher's public face. Of course, though we all know he's had little to do with the operational side of things in recent years, the idea of him actually suing Marvel is virtually inconceivable.

I've always been ambivalent towards Stan Lee. I only got into American comics in the late 1980s, by which time Lee was past his prime. His work over the last twenty years or so has not generally impressed. If you ask people to name Stan Lee comics they liked, it'll be some time before RAVAGE 2099 comes up.

I don't mean to be overly negative. But quite honestly, Stan Lee's best days are before my time. In fact, before my birth. And while I can look at his 1960s stories and appreciate their importance to what came afterwards, I can't honestly claim to feel much emotional connection with any of it. It's too much of its time. I see why it worked, but it really doesn't do anything for me. Sixties superhero comics, to me, are of purely historical interest.

'The SEC filing doesn't give any real indication of what Marvel's defence will be.' Then again, concepts like Spider-Man and the Hulk have proved to have enormously long lifespans for pop culture concepts. Even if you buy into the viewpoint that superhero comics are in terminal decline (and I don't), Spider-Man's had forty years. By any reasonable standards, that's impressive. The characters have been filtered through decades of changes and styles that have kept them more or less contemporary, but many of the basic concepts have proved strong and flexible.

Of course, you can argue that credit belongs equally if not more to Kirby and Ditko. And you can certainly make a case that Lee had a brief period of creativity in the first half of the 1960s, and it's really been downhill from there. But hell, even if all he'd done was co-created Spider-Man and the Hulk, that would get him a place in pop culture history. The original stories may leave me cold, but I can't deny the strength of the ideas.

At least at the time of this writing, Stan Lee hasn't actually sued anyone. He's made a claim against Marvel and the publisher has reported it to the Securities and Exchange Commission, but that's all. Here's what Marvel has to say about the claim:

Threatened Action. The Company has received a written claim by Stan Lee, Chairman Emeritus, asserting the threat of litigation, in the event the Company fails to pay him 10% of the profits derived by the Company from the profits of the movies and television programs (including ancillary rights) utilizing the Company's characters, as provided in the Employment Agreement between the Company and Mr Lee dated as of November 1, 1998. Pursuant to the terms of the Employment Agreement, the Company is currently paying Mr Lee a salary of $1 million per year and believes that Mr Lee's claim is without merit. If Mr Lee commences suit, the Company intends to vigorously defend such action."

It may be worth noting here that the Company also intends to "vigorously defend" Brian Hibbs' action, and in neither case does the SEC filing give any real indication of what the line of defence is supposed to be.

So let's move on to Stan Lee's contract, which the SEC has posted on its website. According to the introduction, it's the product of negotiations by lawyers on both sides. The contract was formed during Marvel's Chapter 11 bankruptcy, and by most accounts represents a pay cut from what Lee was getting before. The key clause is 4(f):

"In addition, you shall be paid participation equal to 10% of the profits derived during your life by Marvel (including subsidiaries and affiliates) from the profits of any live action or animation television or movie (including ancillary rights) productions utilizing Marvel characters. This participation is not to be derived from the fee charged by Marvel for the licensing of the product or of the characters for merchandise or otherwise..."

Sounds fairly emphatic, doesn't it? By the way, if you can't be bothered reading the contract for yourself, 4(a) says that Stan Lee gets a base salary of a million dollars a year. 4(b) says that if he dies, his wife gets a payoff and his daughter gets "for a period of five years, the sum of $100,000". 4(c) gives him stock options, 4(e) gives him some fringe benefits, and 4(g) gives him another $125,000 a year for writing the Spider-Man syndicated cartoon strip. 4(d) says that if he earns money from someone other than Marvel, then his pay might be reduced by up to $190,000 depending on how much he gets.

'You don't hire expensive lawyers to fight over the royalties from NIGHT MAN.' Considering that the contract only calls on Stan Lee's non-exclusive services for fifteen hours a week, I've certainly seem worse contracts. And it's worth making a few points here.

One, this is not a case about creator rights. It might well be argued that by paying him a million dollars a year for fifteen hours' work a week, Marvel was already making a reasonable recognition of Stan Lee's contribution. It's not as if they left the guy in poverty. Moreover, clause 4(f) says nothing about the characters being Stan Lee characters. It says "Marvel characters." That seems to be giving him participation in characters he had no hand in creating. Which may be fair enough, given that developing Hollywood connections was supposed to be part of his job - but it illustrates how little this case has to do with creator rights.

Two, even if you do think that Stan Lee is being vastly overpaid for what he currently does, that's beside the point. If you enter a contract, you stick to it. That's the idea of entering into a contract. You can't come back later whining that it was a bad deal. If it was that bad, you shouldn't have signed in the first place.

Three, yes, of course this is only coming up now because of the SPIDER-MAN movie. Lawyers cost money. You don't bother hiring expensive lawyers to fight over the royalties from NIGHT MAN.

That aside, what could the issue be here? After all, they said they'd give him a share in profits and now he's asking for it. How hard can that be?

'If this goes to court, it will disappoint anyone hoping for the big issues in comics.' But clause 4(f) bothers me. "You shall be paid participation equal to 10% of the profits derived... by Marvel... from the profits of any... movie." The profits from the profits? Uh? Maybe this makes sense to entertainment lawyers, but this seems to open up a whole can of worms as to what exactly is Marvel's profit element on their cut of the film profits. After all, if the contract had just meant Marvel's share of the film profits, presumably it would have said so.

Plus, it's a profit share. In the entertainment industry. Forgive my scepticism, but I gather the accounting policies in the entertainment industry can be a touch on the conservative side when it comes to profit shares.

But these things would go to the amount of profit share, not the general principle - and judging from their SEC filing, Marvel seems to be denying even that. Any other clues? Well, let's take a look at the part of the filing dealing with the SPIDER-MAN movie:

"Earnings associated with the Company's participation in the gross proceeds of the movie have been recognised as a non-refundable advance royalty payments as received, which amounted to $10 million in 1999, and $2.5 million in the second quarter of 2002."

"Participation in the gross proceeds"? But hold on, Lee's contract talks about "the profits derived... by Marvel... from the profits" of the film. We have a clash here - if this is to be taken literally, Marvel didn't have a profit share, it was taking straight from the gross proceeds. Which makes me wonder whether Marvel has in mind the technical point, that this is not a profit share and so the clause doesn't apply. Sneaky, you might argue.

But it's a more legally satisfying argument than the one the SEC filing seems to hint at - that Lee's being paid enough already. This sounds a rather unlikely defence in contract law, although I suppose there might be some technicality in US bankruptcy law or such forth that would give it more weight.

Regardless, if this ever goes to court, I'm expecting a dry and technical debate about contracts that will disappoint anyone hoping for the big issues in comics - although it'll probably provide plenty of opportunities for Marvel to look bad, if that's what you're into.

But even if it doesn't matter, it still feels deeply wrong. And another fairy dies.

Paul O'Brien is the author of the weekly X-AXIS comics review.

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