“Sacramento, CA – After an incredible twelve-year run, Secret Weapon has been unable to weather the combined impacts of the pandemic, and Brexit. The month-over-month loss in sales in all categories will force us to cease operations some time in the coming weeks. As we prepare to clean out the warehouse we will be having a “Going out of Business” sale to move our non-resin products.
All new sales of resin products have been disabled, and all remaining products have been listed at steep discounts to move immediately. The sales portal has been taken temporarily offline to give us time to process the remaining customer resin orders. The website will re-launch the week of 23-August and be active while supplies last. A warehouse sale will be announced for larger and remaining items.
We have spent the past several months negotiating a partnership with one of our international trade partners, but that fell apart at the eleventh hour and we have no choice but to shut our doors.
We are working with Eric at Every Little War to continue work on the “HD Bases” Kickstarter campaign, and updates will continue while we transition the project.
What happens next for Secret Weapon will likely be up to the bank at this point, and we will work with them to find good homes for our other assets.
I founded Secret Weapon 12 years ago so that I could leave behind a business development career that had me working 80+ hours every week, had given me acute hypertension, and a stress-induced bleeding ulcer. I had written the business and marketing plan while I was bored at work, and when I decided to leave that job behind because I wanted to be home with the child we were planning to have, it was my wife’s idea for me to launch Secret Weapon. Later, she would convince me not to take a job that would have been a great fit… and the next month sales increased almost 400%, and I had to hire my first part-time employee. Twelve years later I am humbled by this community. Your support for Secret Weapon, and its employees, is something I had never experienced in more than 25 years of business administration.
It has been, and remains, a pleasure sharing in your creative passions.
They’re talking about finding a home for the assets, so it’s possible that they’ll get picked up by another company. It’s happened before in recent times (Pig Iron and Maxmini IIRC).
This is a crying shame. Justin makes some quality products. I love his washes, in particular the concrete and stone ones. And I have nothing but good things to say about the Tablescape tiles I have.
I never bought any of his bases, but he accrued a hell of a range of styles. Hopefully someone picks them up.
Snrub wrote: This is a crying shame. Justin makes some quality products. I love his washes, in particular the concrete and stone ones. And I have nothing but good things to say about the Tablescape tiles I have.
I never bought any of his bases, but he accrued a hell of a range of styles. Hopefully someone picks them up.
My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.
The sales portal has been taken temporarily offline to give us time to process the remaining customer resin orders. The website will re-launch the week of 23-August and be active while supplies last.
This is especially disheartening to me as someone who's invested in their HD Bases kickstarter. I really hope the project gets picked up and fulfilled.
Garfield666 wrote: Damn, that sucks... Secret Weapon washes are my absolute favourites. A shame they go out of business. All the best for their future.
I’m not sure, but didn’t SWM pick up les bursley’s washes? I’m sure they’ll find a new home, but if they are the les ones, the recipe is floating around.
Breotan wrote: This is especially disheartening to me as someone who's invested in their HD Bases kickstarter. I really hope the project gets picked up and fulfilled.
The statment posted mentioned that Every Little War is going to be taking over the HD Bases Kickstarter.
The_Real_Chris wrote: My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.
I'm annoyed at this as well, but I don't believe it to be his fault. He and the manufacturing plant in china got into a debate over the ownership of the tile moulds and it ended up being only the KS pledges plus a very limited amount of extras ever being produced. That was a proper blow to him I feel, as he's the only other company I'm aware of to challenge GW on the plastic game board front. And given the quality and price of them, they really could have been a top seller once they became more widely available.
The_Real_Chris wrote: My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.
I'm annoyed at this as well, but I don't believe it to be his fault. He and the manufacturing plant in china got into a debate over the ownership of the tile moulds and it ended up being only the KS pledges plus a very limited amount of extras ever being produced. That was a proper blow to him I feel, as he's the only other company I'm aware of to challenge GW on the plastic game board front. And given the quality and price of them, they really could have been a top seller once they became more widely available.
I think this is a very diplomatic take on what happened with the Chinese manufacturer, but agreed that it is quite unfortunate. I love my urban tablescape for Marvel Crisis Protocol
The_Real_Chris wrote: My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.
I'm annoyed at this as well, but I don't believe it to be his fault. He and the manufacturing plant in china got into a debate over the ownership of the tile moulds and it ended up being only the KS pledges plus a very limited amount of extras ever being produced. That was a proper blow to him I feel, as he's the only other company I'm aware of to challenge GW on the plastic game board front. And given the quality and price of them, they really could have been a top seller once they became more widely available.
Let's not forget the devastating impact neoprene mats had on the plastic game board market.
I love the Secret Weapon tiles, I wish I could get more, I bought some second hand at somewhat high prices about a year ago but I’m guessing they are nowhere to be found now.
Gah, that really, really sucks. Their weathering pigments are absolutely top notch, and I like the paint range as well. Really hoping someone else picks up those products.
This is disheartening and sad. I met Justin at NOVA years ago and he was a complete, community-oriented gentleman. I have an entire AM army based with his product. I'll have to keep an eye out for the end sale.
This one hurts. Secret Weapon made a wide variety of products, and the quality was uniformly high. I am sorry to hear they couldn't make a go of it. I will carefully husband my remaining supplies.
The hobby is lesser for this... always a shame when we lose one of the good companies. It's been a nasty couple of years, I hope things turn around for him.
It's back up now without resins. Paints/washes and pigments are on sale.
Along with this message on Facebook
This is your chance to show some love for Secret Weapon, and stock up on our incredible paints, pigments, and washes! We're working on a path forward that will see a bright new future, and your purchase will help bridge the gap between today and that tomorrow. Thank you all for your support!
Monkeysloth wrote: It's back up now without resins. Paints/washes and pigments are on sale.
Along with this message on Facebook
This is your chance to show some love for Secret Weapon, and stock up on our incredible paints, pigments, and washes! We're working on a path forward that will see a bright new future, and your purchase will help bridge the gap between today and that tomorrow. Thank you all for your support!
Oh, I thought the bases were going to be up for sale. I guess they have to do a final inventory of those first or something.
Ya. There's going to be a second sale wave which will be any remaining resin (they're finishing up existing orders, including casting more if needed, before that starts) and plastics like the tiles.
This is absolutely awful news. I love the tablescapes tiles. they are one of the highest quality products I have ever owned. I was really hoping Justin would be able to re-tool them in the future. Sad to see Secret Weapon go.
I loved the many types of bases they had. I used them a lot back in the day for my Warmachine and Hordes armies and for a bunch of skirmish games. I'm going to miss them a lot.
Orlanth wrote: How did Brexit screw them, in California?
Probably had a significant number of shops and customers buying from there that did not want to pay the extra fees from Brexit. Suppliers from there could also affect his overall pricing too.
oni wrote: Could someone educate me on how Brexit caused or was a major contributing factor to this?
Not being facetious, truly want to know.
Short version - the EU is a massive, rich, protectionist market. To trade with it cheaply you need to be in it. Lots of companies therefore set up in the UK to do so (we are easy to start a business in, have far fewer regs than comparable countries and an OK workforce). Lots of British businesses set up to have smaller companies be able to do the same through them (warehouse and/or import/export services for a bunch of small businesses). Big companies are relocating or learning to live with the changes, small companies lack that ability and in many cases have found its easier just to stop.
If they had invested in a hub (even through some kind of outsourcing) here to sell to Europe (clearly an important market), the barriers between the UK and EU and the (hopefully temporary) problems with moving goods between the two (lots of new paperwork, VAT rules, shortage of drivers on the UK side) will have driven up costs. If they had a thin margin that would then become operating at a loss. With no clarity on how it will resolve in the future (the UK gov is proving very bad at sorting this out, while the EU has just reverted to how it deals with the rest of the world) you can't get loans to tide you over when the problems might be permanent.
Did Secret Weapon reopen or are they just selling off any remaining stock on their website? I noticed today that I could go onto it and purchase some of the bases I needed for my army.
Troll Trader in the UK has had a big delivery of the Secret Weapon bases in (unclear if this is a last delivery that's been in transit since SW folded or they've picked up the moulds)
The reason for the Trolltrader delivery becomes clear. Looks like an unpleasant situation.
Taken from a Kickstarter update relating to their preprinted bases campaign.
“31-May-2022
Sacramento, CA
Secret Weapon Miniatures, Inc. (SWM) has spent the past seven months attempting to resolve a dispute with Trolltrader/Tabletop Combat (TTC), over their false claim to hold a license to Secret Weapon intellectual property, and sales of counterfeit product within and outside of the United States. That claim has made it impossible for us to find a legitimate partner or buyer for the Secret Weapon IP. SWM has made a good faith effort to resolve this by offering to enter into a license agreement with TTC upon payment due for products delivered. That offer, and others, have been refused.
This situation has forced Secret Weapon to default on its debts to US Bank, who now hold the Secret Weapon IP, and all outstanding accounts payable. We will continue to do our due diligence in an attempt to resolve the IP issue, and work with US Bank to find new owners. Until that happens, Secret Weapon can take no action to resolve outstanding projects.
While attempting to resolve this dispute we made no public posts or comments on any official Secret Weapon channel. We regret the anxiety that this silence has caused for many in our community. Going forward, there will not be regular updates here until such time as US Bank has resolved questions regarding Secret Weapon business assets including, but not limited to, the HD Bases designs. While Tabletop Combat continues to falsely claim to hold rights to any of our IP no other company has been willing to involve themselves in the dispute, and so we, and US Bank, remain without legitimate buyers or licensees.
Secret Weapon will continue to sell the Secret Weapon paint, and dungeon tiles, while inventories last so that it can continue to cover rent on the warehouse where the physical assets are being stored on behalf of US Bank. I have contracted someone to ship those orders once per week as I cannot do any work on behalf of Secret Weapon.
When and if the dispute with TTC is resolved, and if and when I can help US Bank find a buyer for the HD Bases property, I will post appropriate updates. Until then, it is with great sadness that I can say little, and do less.
there's clearly more to it that that post says as i just can't imagine TTC delibrately ripping stuff off (especially as they've got a bunch of their own games that could similarly be copied)
so the big question becomes where did they come from
Probably bought them from the factory directly. My guess is there was some negotiation between secret weapon and TTC when Secret Weapon was struggling last year on TTC buying the company/IP as Justin did mention there was a company interested in doing so.
No clue on what the contracts or discussions were but it probably involved TTC floating money to pay off debt and/or paying the factory and they're taking the stance of "we paid so we own". Or secret weapon announcement that they were closing down and TTC reached out to the factory and just bought stuff from under Justin. I'm not sure what's really going on. I like Justin but this isn't the first time he's had contract issues like this.
Holy crud cakes! There’s more intrigue in tiny little wargaming companies than the Cold War and the entire television run of Dallas. If Netflix doesn’t cash in and create an entire series that they will almost certainly cancel as soon as it gets any traction, we’ll all be worse off.
Honestly that update confused the hell out of me and a good half of me thinks its entirely fabricated. I'm not well-versed on company law in the US so maybe someone who is could enlighten me!
"This situation has forced Secret Weapon to default on its debts to US Bank, who now hold the Secret Weapon IP, and all outstanding accounts payable."
So first, how did that happen? Did SW take out a loan from US Bank with the company as collateral? And US Bank now own the company because of the default? Is that something that can happen?
That's plausible but then:
"Secret Weapon will continue to sell the Secret Weapon paint, and dungeon tiles, while inventories last so that it can continue to cover rent on the warehouse where the physical assets are being stored on behalf of US Bank."
So SW is paying the rent on the warehouse that is holding assets that are now owned by US Bank? How the hell did that happen? And surely if the assets are owned by US bank, they would get the money from the sale, so how does that help them pay the warehouse fee and why is someone being contracted by Justin to do it?
Writing all this out, it seems to me that SW took out a loan from US Bank with the company as collateral, they defaulted on the loan and now US Bank own SW outright. And are selling off stock in the warehouse while attempting to find a buyer or make the call to wind up the company.
But the update seems determined to hide this to present a somewhat rosier picture
deano2099 wrote: Honestly that update confused the hell out of me and a good half of me thinks its entirely fabricated. I'm not well-versed on company law in the US so maybe someone who is could enlighten me!
"This situation has forced Secret Weapon to default on its debts to US Bank, who now hold the Secret Weapon IP, and all outstanding accounts payable."
So first, how did that happen? Did SW take out a loan from US Bank with the company as collateral? And US Bank now own the company because of the default? Is that something that can happen?
Not the company per se, but the underlying assets. IP is an asset, a value can be assigned to it and it can be used as collateral.
Many companies use bank loans to cover operating expenses. Assuming the other company refused to pay invoices, Secret Weapon would be unable to pay it's own.
deano2099 wrote: That's plausible but then:
"Secret Weapon will continue to sell the Secret Weapon paint, and dungeon tiles, while inventories last so that it can continue to cover rent on the warehouse where the physical assets are being stored on behalf of US Bank."
So SW is paying the rent on the warehouse that is holding assets that are now owned by US Bank? How the hell did that happen? And surely if the assets are owned by US bank, they would get the money from the sale, so how does that help them pay the warehouse fee and why is someone being contracted by Justin to do it?
In a bankruptcy, inventories and assets are often treated differently. A company can continue to sell inventories as a way to pay back debts, but they are restricted in how the cash can be used. Like, owners can't take bonuses for liquidating the inventory.
The thing to remember is SW signed a lease for their warehouse. That lease continues to be active so long as they occupy the space.
deano2099 wrote: Writing all this out, it seems to me that SW took out a loan from US Bank with the company as collateral, they defaulted on the loan and now US Bank own SW outright. And are selling off stock in the warehouse while attempting to find a buyer or make the call to wind up the company.
But the update seems determined to hide this to present a somewhat rosier picture
To me, it just sounds like an accurate assessment of the steps a company goes through as it's winding down. There's not much intrigue here.
But at no point does the update use the words "winding up", "bankruptcy" or "liquidation" is my point.
And they're not in that situation it would appear - like you say, they could continue to sell inventory to pay debts, but that would have to be done through a proper procedure to prioritise who gets the debts. You couldn't just earmark that for the warehouse costs. At least not in the UK/Europe.
deano2099 wrote: But at no point does the update use the words "winding up", "bankruptcy" or "liquidation" is my point.
Folds, out of business, selling remaining inventory - what exactly would satisfy you here?
deano2099 wrote: And they're not in that situation it would appear - like you say, they could continue to sell inventory to pay debts, but that would have to be done through a proper procedure to prioritise who gets the debts. You couldn't just earmark that for the warehouse costs. At least not in the UK/Europe.
What exactly qualifies as proper procedure for you?
When I've shut down businesses, the relationship between creditors and myself was a letter and sometimes a phone call.
What exactly qualifies as proper procedure for you?
Proper procedure would be laid out in the documents governing different types of bankrupty and administration, I think they're called Chapter (x) in the US.
deano2099 wrote: But at no point does the update use the words "winding up", "bankruptcy" or "liquidation" is my point.
Folds, out of business, selling remaining inventory - what exactly would satisfy you here?
As someone who has money in their Kickstarter, I'm a creditor, so yeah it matters to me to at least have some formal process to apply to try and get a few pennies back.
They've not filed for Chapter X. I've checked. Multiple times.
But no, I didn't know it was possible in the US to close up your business and just writing/calling creditors and telling them you're getting nothing. In the UK if you're unable to pay all your debts you have to follow a specific process that gives all creditors the chance to apply
There's something vaguely fishy about this. SWM seems to be arguing that Troll Trader's actions, either in selling counterfeit bases or in their legal claim to those bases, is preventing the sale of the base IP, which is the money that would be used to further the kickstarter. For several reasons, I have doubts. There are ways to put liens on assets to prevent the owner from simply selling them, but those require a court to grant them, and the person putting the Lien has to have a valid claim *(usually money owed related to the item). SWM seems to be arguing that Troll Trader stole their bases like their an NFT, and now SWM can't sell the base IP... which I find hard to believe. Now, obviously, there could be info we don't have, but as a business that was going out of business anyway, this seems like a bit of a cover story.
Frankly, even if SWM had clear title to it's bases, I'm not certain how much they would be worth. Maybe the designs are popular enough to have a lot of value, but it just seems that in a dwindling market it's easier to just get fresh sculpts rather than buy a legacy product .
There's probably a bit more to this than is being shared, and Maybe Troll trader really is just knocking off the SWM bases and driving down their value. It just doesn't seem like there's enough value to make it worth it.
deano2099 wrote: But at no point does the update use the words "winding up", "bankruptcy" or "liquidation" is my point.
Folds, out of business, selling remaining inventory - what exactly would satisfy you here?
As someone who has money in their Kickstarter, I'm a creditor, so yeah it matters to me to at least have some formal process to apply to try and get a few pennies back.
They've not filed for Chapter X. I've checked. Multiple times.
But no, I didn't know it was possible in the US to close up your business and just writing/calling creditors and telling them you're getting nothing. In the UK if you're unable to pay all your debts you have to follow a specific process that gives all creditors the chance to apply
Just to be clear, it isn't called "Chapter X". X is a placeholder for several types of bankruptcy filings, most commonly "Chapter 7" (liquidation) and "Chapter 11" (reorganization). That said, not sure if they've filed for either of those.
And yup, it's entirely possible for a business to close and some creditors (secured and unsecured) will get nada, and unsecured creditors are at the end of the list as far as any distribution of any assets. Regular customers are all pretty much unsecured creditors.
As someone who has money in their Kickstarter, I'm a creditor
You're an unsecured creditor at best, same as any Backer.
Yup, I'm not expecting to get anything, but while the company is still trading I can't even try.
I'd have every sympathy for them if the company just ran out of money, said "sorry guys, we done screwed up" and filed for bankruptcy using whatever process is required where it is based. I'm really uneasy that we were basically told that a year ago, and then a year later said company is still trading and no sort of winding up procedure has been initiated.
It makes me question if the bases were ever even real, or if the whole campaign was just a way to get a cash injection and then try and reposition the company in a way that it could write-off or never acknowledge the liability of the bases project (because, it being KS, the rules are less than watertight about how companies declare stuff like that).
I messaged them and they've said they will respond but they're tied up with preparation for UK games expo at present and will respond when that's all done
(it's a major gaming/retail event over here for those not in the UK so this does seem believable as TTC/Troll Trader usually have a substantial presence
Over on Facebook Justin (from SWM) and Louis from TTC did have a bit of an exchange on this post:
Justin: this is about a company falsely claiming to have a license for our resin products and bases, which made it impossible for me to sell the company, or license our product to legitimate parties.
Louis: Utter Rubbish
Justin: Louis Simpson please respond through your attorney.
and a second exchange
Louis: This is utter crap Justin and you know it.
Justin: Louis Simpson please respond through your attorney.
So it's not about HD bases but TTC making SWM bases and selling them (which I do remember something about).
deano2099 wrote: Honestly that update confused the hell out of me and a good half of me thinks its entirely fabricated. I'm not well-versed on company law in the US so maybe someone who is could enlighten me!
"This situation has forced Secret Weapon to default on its debts to US Bank, who now hold the Secret Weapon IP, and all outstanding accounts payable."
So first, how did that happen? Did SW take out a loan from US Bank with the company as collateral? And US Bank now own the company because of the default? Is that something that can happen?
That's plausible but then:
"Secret Weapon will continue to sell the Secret Weapon paint, and dungeon tiles, while inventories last so that it can continue to cover rent on the warehouse where the physical assets are being stored on behalf of US Bank."
So SW is paying the rent on the warehouse that is holding assets that are now owned by US Bank? How the hell did that happen? And surely if the assets are owned by US bank, they would get the money from the sale, so how does that help them pay the warehouse fee and why is someone being contracted by Justin to do it?
Writing all this out, it seems to me that SW took out a loan from US Bank with the company as collateral, they defaulted on the loan and now US Bank own SW outright. And are selling off stock in the warehouse while attempting to find a buyer or make the call to wind up the company.
But the update seems determined to hide this to present a somewhat rosier picture
Not sure on the specifics but to me it sounds like the company is facing bankruptcy or insolvency (if not already bankrupt/insolvent) and as such US Bank has "receivership" over SWM (either through court order or as part of the terms of a previous financing arrangement). As such, SWM is now working at the behest of US Bank (who have administrative control and ownership of the business) to sell inventory to pay off debts owed. If they are successful in covering debts through sales (very highly unlikely, I think), then its possible the company exits receivership and reverts to the control of its previous owners, if not then US Bank will sell off the IP, company assets, or the company as a whole in order to recover losses/cover their debt (based on the wording of the update, it sounds like there isn't enough inventory to cover the debts and that a sale of all assets and IP is the only real way that US Bank will be able to recover debts owed. The warehouse is presumably leased through SWM as a legal entity, so USBank is obligated to continue paying the lease (or may attempt to renegotiate or exit under favorable terms if that is what the receiver determines is the best course of action for US Bank), as they are (per the update) responsible for all accounts payable, which would include paying rent. Even though SWM as a business is no longer owned by Justin, that doesn't mean it ceases to exist and stops functioning, so yes - the company is selling inventory in order to continue covering operating costs on behalf of the new ownership - fairly standard practice in receivership.
I don't think the update is trying to hide anything or paint a rosy picture, its fairly black and white in its statements and outlook, not much need to read between lines, etc. As lord_blackfang put it, fairly obvious "big yikes" energy is very plain to read here, with obvious implications for the future of SWM. It sounds likely they will not find a buyer unless they can resolve the issues with TTC, which likely means whatever kickstarter stuff or whatever is owed to people will never be delivered.
deano2099 wrote: But at no point does the update use the words "winding up", "bankruptcy" or "liquidation" is my point.
Folds, out of business, selling remaining inventory - what exactly would satisfy you here?
As someone who has money in their Kickstarter, I'm a creditor, so yeah it matters to me to at least have some formal process to apply to try and get a few pennies back.
They've not filed for Chapter X. I've checked. Multiple times.
But no, I didn't know it was possible in the US to close up your business and just writing/calling creditors and telling them you're getting nothing. In the UK if you're unable to pay all your debts you have to follow a specific process that gives all creditors the chance to apply
You are not, in fact, a creditor in the eyes of the US legal system. Having been through a couple bankrupted kickstarters myself, no kickstarter creator has a legal obligation to you as a creditor, at least as far as existing precedent is concerned. Its quite simply "buyer beware"/"back at your own risk". I have received, on multiple occasions, legal notice from the receivers/bankruptcy managers, etc. that this was the case with kickstarters that fell through. If you disagree with that assessment, your only real recourse would be to take it up with the legal system and file lawsuits challening the determination that the creator has no obligation to you. It would probably cost you way more money to do so than the value of whatever it is they owed you.
Polonius wrote: There's something vaguely fishy about this. SWM seems to be arguing that Troll Trader's actions, either in selling counterfeit bases or in their legal claim to those bases, is preventing the sale of the base IP, which is the money that would be used to further the kickstarter. For several reasons, I have doubts. There are ways to put liens on assets to prevent the owner from simply selling them, but those require a court to grant them, and the person putting the Lien has to have a valid claim *(usually money owed related to the item). SWM seems to be arguing that Troll Trader stole their bases like their an NFT, and now SWM can't sell the base IP... which I find hard to believe. Now, obviously, there could be info we don't have, but as a business that was going out of business anyway, this seems like a bit of a cover story.
Frankly, even if SWM had clear title to it's bases, I'm not certain how much they would be worth. Maybe the designs are popular enough to have a lot of value, but it just seems that in a dwindling market it's easier to just get fresh sculpts rather than buy a legacy product .
There's probably a bit more to this than is being shared, and Maybe Troll trader really is just knocking off the SWM bases and driving down their value. It just doesn't seem like there's enough value to make it worth it.
Theres nothing fishy about it. Troll Trader is claiming it owns right to SWM IP, and it seems they are exercising those rights to manufacture and distribute SWM products. SWM is claiming that Troll Trader has no such rights and that their activity is illegally infringing on SWMs IP, going so far as to refer to the products Troll Trader is producing as being "counterfeit". For obvious reasons, this presents very real issues to a sale - if there was a standing licensing agreement between SWM and TTC that would be one thing, but what is being claimed by SWM is that no such agreement exists (though evidently TTC seems to believe otherwise). This means that potential new owners looking to secure profits and ownership of the new IP would need to engage in a lengthy and expensive presumably trans-atlantic legal battle in order to sort out the mess. For a top end property with billions of dollars in potential profits on the line, there would probably be a buyer, but for fairly generic hobby products its simply not worth the headache. Finding a buyer for SWMs products and IP is probably already a tough sell because most of it is fairly generic, but if you were an entrepreneur looking to get a foot into the industry with an established customer base, etc. so that you could bring other products to market more effectively, it might be a good buy. Likewise if you were an established company lookign to diversify your product offerings then it might be an attractive move as well (for example, you're Para Bellum wargames and you're looking to expand your product range by way of a bespoke paint line and thematically appropriate miniatures bases, then you can buy SWM, relable the paint bottles and rebrand the base names and sell it as part of your own "hobby ecosystem" similar to how other players in the industry operate). But if theres someone out there selling your exact products and not paying you any royalties for it, why would you even bother?
There likely is nothing to put a lien against. TTCs supposed IP theft seems to involve the molds/production tooling/design files themsleves, as they seem to be restocking and continuing to sell product without the involvement of SWM. This means they are not just "stealing bases" as you contend, but rather producing the bases themselves and as such there is no basis on which SWM could put a lien on that product, as SWM would not have an accounts receivable invoice from TTC by which they could ask a court to place such a lien. If SWM had a business relationship with TTC that allowed to TTC to produce and distribute the bases locally in exchange for royalties payable to SWM, then that might be something to put a lien against - but if such a document existed there likely would not be an issue pursuing a sale of the business, unless maybe TTC was in arrears and not paying their bills - but that would be a separate issue that is more easily dealt with. Even if there was basis for a lien, we're talking about two companies operating under two different legal systems, getting a lien put on product held by a business in another country is not quite as simple as you describe.
Note that this isn't just an issue of the base IP, while it seems that the bases specifically are what TTC is ripping off, it seems that US Bank is looking to sell the entire business and all its assets to a single buyer. This is likely because the base IP on its own is probably near worthless, but when taken in conjunction with the tablescape tiles, dungeon tiles, paints, etc. has a combined value that might be worthwhile to a buyer.
In any case, seeing comments made elsewhere by and with regards to Troll Trader/TTC, I am guessing that what happened is that SWM outsourced production of the bases, likely to a factory in China or another nation with loose IP protections and a general disregard for ownership protections. When SWMs business dried up because of financial hardship, the factory may well have just stolen the molds (possibly legally justified if SWM owed them accounts payable and was unable to pay) and then sold them to whatever buyer they could find - in this case TTC. Hell, its entirely possible that TTC were the outsourced manufacturers and SWM owed them money, and they simply took possession of the molds when SWM didn't pay their dues - this isn't how it legally works in "the west" and TTC wouldn't be able to legally make that decision unilaterally/without court order, unless the molds were being kept in China or something and the transfer was done through an international shell corporation, etc. but thats all james bond white collar crime type gak which I doubt applies here. In practice, however, this sort of thing happens a *lot*, often enabled by vague contractual clauses that attempt to legitimize such actions as a form of compensatory restitution in the event of non-payment, etc. In many cases these terms are unenforceable, but it costs more money to fight it than it does to accept it, etc.
I don't know what relationship SWM might have had with TTC/TT in the past, if any (I could find nothing linking them online), but TTC is currently claiming that they are the *new* owners of the mold, which seems to imply this is a recent development and that they acquired the rights rather than having them previously. SWM seems to be saying that they have no licensing relationship with TTC. If we give both the benefit of the doubt, then it seems likely that TTC belives its the rightful owner of the IP because they believe they obtained the rights, molds, etc. legitimately via an entity that presented itself as having ownership of them and the ability to transfer them, or through some legal mechanism that allowed them to obtain ownership of it outside of SWMs purview. The only entity that I could think of that might be able to pull off something like that, other than an errant business partner at SWM itself (perfectly possible if Justin had a business partner or a well-positioned employee that saw the way the cards were folding and didn't care who he screwed over or how so long as he got out from under it in time) would be whatever entity held the molds or design files on behalf of SWM. The only other possibility is that SWM and TTC signed some sort of distribution agreement and one or both parties didn't properly do their due diligence on the terms of the contract etc - if so, then TTC may believe that this give them license rights when it doesn't, or SWM may have given them the rights without realizing it and are disputing that, but based on what little info we have that doesn't seem to be the case.
You are not, in fact, a creditor in the eyes of the US legal system. Having been through a couple bankrupted kickstarters myself, no kickstarter creator has a legal obligation to you as a creditor, at least as far as existing precedent is concerned. Its quite simply "buyer beware"/"back at your own risk". I have received, on multiple occasions, legal notice from the receivers/bankruptcy managers, etc. that this was the case with kickstarters that fell through. If you disagree with that assessment, your only real recourse would be to take it up with the legal system and file lawsuits challening the determination that the creator has no obligation to you. It would probably cost you way more money to do so than the value of whatever it is they owed you.
Ah okay, if that's how the US law is structured with regards to Kickstarter you've convinced me - this was definitely a scam from the start. It mean they could launch a fake project with no intention of fulfilling it, get a big cash injection, and then avoid bankruptcy as the fulfilment of the KS project isn't legally considered a liability so doesn't have to be declared as such on the books.
He's a scammer, pure and simple, took money from people with no intention of ever fulfilling it. Was giving the benefit of the doubt before but you've convinced me!
You are not, in fact, a creditor in the eyes of the US legal system. Having been through a couple bankrupted kickstarters myself, no kickstarter creator has a legal obligation to you as a creditor, at least as far as existing precedent is concerned. Its quite simply "buyer beware"/"back at your own risk". I have received, on multiple occasions, legal notice from the receivers/bankruptcy managers, etc. that this was the case with kickstarters that fell through. If you disagree with that assessment, your only real recourse would be to take it up with the legal system and file lawsuits challening the determination that the creator has no obligation to you. It would probably cost you way more money to do so than the value of whatever it is they owed you.
Ah okay, if that's how the US law is structured with regards to Kickstarter you've convinced me - this was definitely a scam from the start. It mean they could launch a fake project with no intention of fulfilling it, get a big cash injection, and then avoid bankruptcy as the fulfilment of the KS project isn't legally considered a liability so doesn't have to be declared as such on the books.
Yeah, that very course of action was rather popular on Kickstarter some years ago.
I think that’s a bit of a step to take. Over 500 people backed the campaign, and using it as a scam based purely on bankruptcy technicalities seems like a sure fire way to wreck your business and personal reputation.
There's nothing fishy about it. Troll Trader is claiming it owns right to SWM IP, and it seems they are exercising those rights to manufacture and distribute SWM products.
Are they? I tried looking for anything where TTC was claiming that outside of SWMs statements, and I couldn't, but obviously if TTC is making those claims it's different.
In any case, seeing comments made elsewhere by and with regards to Troll Trader/TTC, I am guessing that what happened is that SWM outsourced production of the bases, likely to a factory in China or another nation with loose IP protections and a general disregard for ownership protections. When SWMs business dried up because of financial hardship, the factory may well have just stolen the molds (possibly legally justified if SWM owed them accounts payable and was unable to pay) and then sold them to whatever buyer they could find - in this case TTC.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
And yet people keep doing business with China...
I can't really blame some of these smaller companies for trying. It's not like production in China made production cheaper, it made production cheap enough to be possible. It's not like Tablescapes tiles were cheap even made in China, if made in the US they'd be prohibitively expensive.
They can try, but I'm not sure there is much of a track record of it ever working out long term. I think even Wargames Atlantic has started moving production back to the West.
Even with GW, lots of people attribute the random availability of their terrain being due to production in China.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
And yet people keep doing business with China...
This is more a lot of these factories charge to store the molds or own the molds so things are on hand when you want more made. Some places also use this to make it very difficult to move your business elsewhere. Even resin and metal casters will do the same, like Valliant and others similar here in the US. Whenever Tre of RBG use to end product lines he'd mention having to tell the manufacturer to destroy the mold. So I totally believe that the factory Justin was using wanted money for the molds. The question is was that in the contract or not? We'll never no.
Same with this tiff with TTC as unless we see the contracts it will just be one person's word against the others in the public space and we'll, naturally, just move to believing whoever has the best PR team.
There's nothing fishy about it. Troll Trader is claiming it owns right to SWM IP, and it seems they are exercising those rights to manufacture and distribute SWM products.
Are they? I tried looking for anything where TTC was claiming that outside of SWMs statements, and I couldn't, but obviously if TTC is making those claims it's different.
From what I could find around on social media, kickstarter comments, etc. various people have reached out to TTC about this. Initial responses were that they were the new owner of the IP and they acquired the rights legitimately, etc. without much further detail. More recently, as someone else said, they have been saying that they would release a more formal statement once their con prep was done.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
The dirty secret to doing business with China is that working with honest and reliable partners and having the necessary precautionary safeguards in place so you dont get defrauded or your gak doesn't get stolen will cost you almost as much as domestic production in the US. Its a trap that many smaller and newer businesses fall into. If youre trying to source production as cheaply as possible and you forgo working with a reputable agent/broker ($$$), etc. to find a factory to work with and just go with the lowest price quote you get off of an alibaba search, you're probably going to have a bad time in the long run. I wouldn't be surprised if this is how SWM went about it in order to suppress costs - I can't even really blame them for it because for many the costs of bringing these products to market at all is a major barrier to making it a reality, add additional upfront costs for things like agent/broker fees, insurance, field representatives, etc. and if youre an aspiring entrepreneur you might resign yourself to the idea that you have no chance of bringing a product to market. So, when you get a quote from what seems to be a reputable operation and its within your budget, you jump at the opportunity and disregard all the other stuff as overly cautious unnecessary costs - kind of like springing for the extended warranty for that new vacuum. And the truth is, realistically, its the sort of thing that you can get away with your first couple goes because the "budget" end of Chinese business operations that you might partner with will rarely outright defraud you on the first go round, they want your repeat business after all, and they ensure that they will have it by giving you what seems a sweetheart deal on your production tooling - these come in many forms, but usually they revolve around financing or discounting the production tooling through some less than transparent deal. I.E. they'll finance the molds for you so your only upfront costs are the actual production casts and you repay the cost of the molds over time (with modest interest, of course) or they discount the molds heavily if you agree to let them store/retain the molds (either with an agreement that they get exclusivity on a number of future production runs or that you pay fees to release the molds to another entity, etc.) with tons of vaguely worded stipulations and clauses in the fine print that you will almost invariably misunderstand or miss entirely.
Your first dealings with the company will probably be good, but they will inevitably hit you for additional costs "oh sorry, these files are in the wrong format, heres a bill for $2500 for our draftsmen to re-engineer this for you", "your design doesn't meet our engineering parameters, heres a bill for $1000 for our engineers time to redo your draft angles and re-part your sprues", "our 25-ton press has insufficient capacity to fill your mold properly, we will have to re-engineer the molds to fit our 75-ton press instead, heres a bill for $10k to re-engineer and re-cut the tooling", etc. Often it will be a nickel and dime approach for a few hundred bucks here, a thousand there. You will pay it, because the charges are small and manageable and its still a great deal and this sort of thing happens, right? The charges will get progressively larger and you will continue paying it, because sunk cost fallacies and frogs in boiling water, etc. but if your manufacturing partner is reputable they won't completely feth you and you will still come out ahead and you won't feel bad about it, and you will convince yourself the same would have happened no matter where you went, so at least you got the best price otherwise you might not have been able to afford seeing it through to completion. You will continue to use them for additional production runs, because of the terms of your agreement heavily incentivize it or you feel comfortable/safe with what you know and don't want to rock the boat or take a risk switching to a different partner - after all, what if the other factory tries to scam you! You got lucky, the guys you're working with now didn't scam you, you got lucky! You're safe! Your second and maybe third production run with them nothing is amiss, maybe you even open up additional product lines with them, etc. This lulls you into a false sense of security - good thing you didn't pay extra to insure the molds, etc. that would have cost a small fortune, that stuff is for suckers that don't know what they're doing, but you're smarter than that and no insurance company is going to take advantage of you!
But then suddenly theres a 20% increase in material costs on your next production run, or a quality issue that will require additional money to resolve, etc. Slowly over time additional costs will come up, or billing issues will arise (you may notice that they billed you for 50,000 units on your fourth production run, but you only ordered and received 35,000, or that they billed you an extra half-cent per part over the price you agreed to, or they start charging you additional fees - "theres no setup fee on your second through fifth production run, but starting on your sixth run you will be charged a $5,000 setup per production run plus a $350 storage fee on your molds for every month that they aren't being used in active production, didn't you read the fine print on the contract you signed?"), early on you'll be able to successfully push back on some of these practices if you're diligent and manage to catch them ("oh sorry, that extra half-cent was a spreadsheet error, heres the corrected invoice"), but invariably they will catch you in legalese and contractual terms that you missed or misunderstood and you will end up reluctantly paying additional charges and fees - but its your fault for not reading the fine print so even though you know you're getting screwed, you try to convince yourself otherwise. Eventually though, you will have enough and get fed up with it, and want to move production to another factory that you think won't nickel and dime you, and thats where the teeth come out. Either you get hit with those buried contract terms that say you have to pay an extortionate amount of money to get your molds back, or they suddenly hit you with a supposedly unpaid invoice that you've never seen before for something that you have no record of ever agreeing to, etc. and refuse to release molds until you make good on it, etc. This is where most cut their losses, as sometimes they take your money and run, and you got nothing to show for it, and most people are smart enough to not take that chance, at this point its sometimes cheaper/more cost effective to just find a new factory and produce a new set of tooling than take the risk of being out tens of thousands of additional dollars - hopefully this time you're smart enough to work through a reputable intermediary to identify a more reliable partner, but not everyone learns their lessons that quickly and some just chalk it up to an isolated bad experience. What happens when you walk though can vary, less reputable businesses will absolutely sell the molds off to someone else or put it into production themselves and sell counterfeit goods if they think they can profit off of it. The more reputable ones will simply just destroy it, especially if they've already managed to milk enough money off of you for it to have been a profitable venture for them - besides, they need to be able to continue to do business and outright theft of your molds will scare away customers, whereas a contractual/legal/financial disagreement between you and them can easily be written off as you operating in bad faith (rather than they) or the result of a misunderstanding, etc.
And its not just new businesses run by green entrepreneurs that this happens to, even more seasoned businesses dealing with slightly reliable partners sometimes get caught in this trap (see also: Privateer Press) if they leave themselves open to it by trying to cut corners or finance production under what seems to be favorable (but in reality are fairly predatory) terms. Sometimes it works out and you never get caught in the trap because you're able to repay the financing deal early/in full, etc. before they can hit you, other times you have product demand fall out from underneath you, take a huge loss on unsold inventory, miss a couple installment payments and then get hit with massively extortionate penalties and fees. The main thing to keep in mind is that Chinese businessmen (really, any businessman) is not your friend and the sweetheart deal they are offering you to do business with them isn't there to help you save money, its there to help them make money, and they will always come out ahead no matter how successful or unsuccesful you are.
deano2099 wrote: He's a scammer, pure and simple, took money from people with no intention of ever fulfilling it. Was giving the benefit of the doubt before but you've convinced me!
You've convinced yourself. If you really want to know of a KS scam, search on "Ice Age Miniatures Kickstarter". In fact, I'll help you, or at least anyone not familiar with it. I thought there was a Dakka thread about it, but can't find it. Reaper. Concerns start on page 2, and keeps going. : https://forum.reapermini.com/index.php?/topic/55475-adw-ice-age-miniatures-kickstarter/page/2/
That said, with a scam, you lose your money. When a company goes out of business, you lose your money. Same results. It's an understatement to say that KS doesn't have transparency, and, as a backer, you aren't told the financials of the business, alternative sources of income, etc., not that I know any backers who have actually done that. (Although in the real business world, companies, including publicly traded ones, can do a good job of hiding information, anyway.)
fwiw, UK-based 4Ground is also bankrupt (or whatever) and KS backers aren't getting their money, nor were told. Typical. I suspect these companies don't talk because lawyers. (Besides, if you get mad at them, what are you going to do? Not buy anything from them again?) https://www.dakkadakka.com/dakkaforum/posts/list/804029.page
Detecting scams (and red flags) tends to be a community process, since information is often found online. Myself, I helped research the Ice Age Miniatures scam, and even outed Archon as Prodos. Business problems and unexpected events are almost impossible to find online, and are much more difficult to find before they've collected your money. As much as I back KS, I've passed on projects whose costs I'd pay were they retail. Do we seriously have to know where a steel mold is before backing a project???
General question to those with knowledge of the industry, then - where's the chokepoint when it comes to getting sprue production in "the West" to a point where it can affordably challenge China, without having to go fully Wild West on the contract side of things?
I mean, I can think of a few possibilities, but I'm wondering which might actually apply:
- Labour cost of tooling
- Cost of tech for tooling of CAD-generated sprues
- Cost of raw material for moulds
- Lack of the machines needed to produce HIPS castings
- Raw material cost for the plastic, maybe?
Just wondering why it doesn't seem like there are that many companies in "the West" targeting this gap in the market.
Everything I've ever heard is it's straight up the labor cost of tooling in the US. If a mold is 100k in China and 300k in the US it's going to be vary hard to compete against someone making their product in China.
I don't know if the Chinese government subsidizes the work, I would suspect so, but you're right. You'd think someone would try to compete. Clearly the UK has a few (perry and UK) that do as aren't those 100% done over there? Molds and all?
Monkeysloth wrote: Everything I've ever heard is it's straight up the labor cost of tooling in the US. If a mold is 100k in China and 300k in the US it's going to be vary hard to compete against someone making their product in China.
I don't know if the Chinese government subsidizes the work, I would suspect so, but you're right. You'd think someone would try to compete. Clearly the UK has a few (perry and UK) that do as aren't those 100% done over there? Molds and all?
Yes, Renedra to the tooling and production all in the UK. They are the suppliers for Perry and a few others. Victrix also do their own production in the UK as well I believe.
Unfortunately, things can go south with domestic as well. SWM and Architects of Destruction (both in California) had staff directly hit with CoVid, and it and other small businesses (I know of a burger joint and comic book shop, both of which were operating for over 30 years close shop because of CoVid) were dramatically affected by CoVid, in addition to the various problems small companies face. AoD (and Archon) do in-house plastic injection (AoD's initial caster quit on them after AoD funded), and AoD has both lost money (they're funding themselves with their day jobs) and had delays. Another in-house plastic injection KS (Minerva?) I backed was in Argentina and a dispute with the caster (found after delays that one of the partners thought they could get it done on the cheap or something) resulted in no product made.
So if you're looking for a reliable miniatures KS, I'd point to a company, like Reaper miniatures or CMON, who have alternate funding to cover project losses. (This, of course, sort of defeats the spirit of KS, which is that companies don't have enough funding on their own for a project.) Or companies that use Siocast or metal. Both can be made in-house, or a domestic caster (not that this helped AoD), and are smaller projects, so don't run into large scale problems when problems arise. However, both are more expensive per miniature than bulk plastic, especially boardgames. Avoid resin projects (which seem to be going away thanks to Siocast), because the material cannot be recycled and resin requires the most skill to work with (of the few resin KS I've been in, resin KS have the worst track record).
Or, for plastic injection, suck it up and wait for retail. I've picked up CMON at below KS price from Miniature Market, thanks to MM's something something connections with CMON. Noble Knight I bought various KS games used. Most games, of course, were base game or retail products, not exclusives, and I didn't get all the KS games I would have liked (not that, after all that drama, I have time to play or paint them all...
I believe Victrix uses Renedra as well. Basically if its a UK based business doing domestically made plastic miniatures and its not GW then they are most likely either using Renedra or Warcradle for plastic production.
Dysartes wrote: General question to those with knowledge of the industry, then - where's the chokepoint when it comes to getting sprue production in "the West" to a point where it can affordably challenge China, without having to go fully Wild West on the contract side of things?
I mean, I can think of a few possibilities, but I'm wondering which might actually apply:
- Labour cost of tooling
- Cost of tech for tooling of CAD-generated sprues
- Cost of raw material for moulds
- Lack of the machines needed to produce HIPS castings
- Raw material cost for the plastic, maybe?
Just wondering why it doesn't seem like there are that many companies in "the West" targeting this gap in the market.
The big chokepoint is the knowledge/skillset and the equipment. Western plastics production is fairly robust and widespread... its just focused on industries that are nothing at all like the miniatures/toy industry, with a heavy emphasis on rapid production/short turn around time or very very large production runs (as in the entirety of GWs annual production output combined x10 per part/kit). The technologies and equipment used are different, the knowledge and skillset of the mold engineers and toolmakers are different, etc. Even though you can find plenty of companies in the US and Europe that can produce plastic injection molds for you, very few of them have the capability to produce molds for complex and highly detailed miniatures in the same vein as GWs products, and fewer still have the ability to do it well enough that the quality is comparable to "industry standard", etc. That knowledge and capability comes at an additional cost because its so rare and hyper-specialized. Then on top of that you have the generally higher operating costs (real estate, energy, labor, overhead, etc.) to operate a facility in the US or UK as well as the higher material costs in the US, etc. etc. etc. and it adds up quick.
In terms of actual production costs (i.e. shooting the mold full of plastic), using a highly automated US facility is about the same cost as doing it in China - but automation means big upfront $$$ costs and the only plastics manufacturing facilities that do that in the US (or really, anywhere) are making things like medical devices or aerospace grade precision parts, etc. that have multibillion dollar contracts behind them or extremely high volume goods with volumes measured in the tens or hundreds of millions of parts, etc. and so they can afford state of the art equipment and facilities on that basis. Its just not going to happen for miniatures, because the volume isn't there - aside from GW and maybe Asmodee, most companies producing miniatures or plastic kits aren't selling more than 20-50k copies of any given kit over the lifetime of that entire product line. Domestic plastics manufacturers with automated lines probably won't even pick up the phone unless your order quantity is a million + units, so thats not really an option. As such your only realistic option is to use a company that uses a more labor intensive process, but for 20k units packed into product packaging you're maybe looking at a $2000-2500 labor upcharge ($0.10 to $0.125 per part) which isn't really anything worth sweating about in the long run, unlike say if your were ordering 20 million units and that labor upcharge worked out to be an extra $2-2.5 million - then you might put the time and money into trying to reduce the labor costs because the dollar value on that is much more "real" than a one time few of a couple thousand bucks.
It's worth pointing out that nearly the same thing happened with the tablescapes tiles, in which the factory basically seized the molds and froze SWM out. Once is a bad beat, twice starts to look like a pattern in picking business partners.
And yet people keep doing business with China...
Isn't that basically what happened with PP too? (And why they don't have any plastic minis anymore).
chaos0xomega wrote: The big chokepoint is the knowledge/skillset and the equipment. Western plastics production is fairly robust and widespread... its just focused on industries that are nothing at all like the miniatures/toy industry, with a heavy emphasis on rapid production/short turn around time or very very large production runs (as in the entirety of GWs annual production output combined x10 per part/kit). The technologies and equipment used are different, the knowledge and skillset of the mold engineers and toolmakers are different, etc. Even though you can find plenty of companies in the US and Europe that can produce plastic injection molds for you, very few of them have the capability to produce molds for complex and highly detailed miniatures in the same vein as GWs products, and fewer still have the ability to do it well enough that the quality is comparable to "industry standard", etc. That knowledge and capability comes at an additional cost because its so rare and hyper-specialized. Then on top of that you have the generally higher operating costs (real estate, energy, labor, overhead, etc.) to operate a facility in the US or UK as well as the higher material costs in the US, etc. etc. etc. and it adds up quick.
In terms of actual production costs (i.e. shooting the mold full of plastic), using a highly automated US facility is about the same cost as doing it in China - but automation means big upfront $$$ costs and the only plastics manufacturing facilities that do that in the US (or really, anywhere) are making things like medical devices or aerospace grade precision parts, etc. that have multibillion dollar contracts behind them or extremely high volume goods with volumes measured in the tens or hundreds of millions of parts, etc. and so they can afford state of the art equipment and facilities on that basis. Its just not going to happen for miniatures, because the volume isn't there - aside from GW and maybe Asmodee, most companies producing miniatures or plastic kits aren't selling more than 20-50k copies of any given kit over the lifetime of that entire product line. Domestic plastics manufacturers with automated lines probably won't even pick up the phone unless your order quantity is a million + units, so thats not really an option. As such your only realistic option is to use a company that uses a more labor intensive process, but for 20k units packed into product packaging you're maybe looking at a $2000-2500 labor upcharge ($0.10 to $0.125 per part) which isn't really anything worth sweating about in the long run, unlike say if your were ordering 20 million units and that labor upcharge worked out to be an extra $2-2.5 million - then you might put the time and money into trying to reduce the labor costs because the dollar value on that is much more "real" than a one time few of a couple thousand bucks.
The other thing to add to the stack is the cost of shipping and logistics challenges related to lockdowns.
About 52% of Apple's revenue is new iPhone sales. The company has had to scale back projections by about 10 mil units due to supply chain disruptions, which mostly have to do with lockdowns in China. When factories were shut down, it meant the new camera modules could not be produced at high enough scale to meet demand.
The company is in the process of moving production to Vietnam. They paid to have a factory built there, of note is the location near Hai Phong port.
The cost to move a container from Hai Phong is close to 40% less than from Shanghai, and it hasn't experienced any interruptions in cargo operations throughout the lockdowns. While shipping has always been a marginal cost for companies like Apple, it starts to matter when you're talking $40k vs $23k at scale.
Can't imagine these factors don't affect the prevailing calculus when it comes to injection molding. The margins for finished products are generally in the 2 - 3% range, producers don't really want to be passing on more costs to consumers.
oh absolutely, but logistics and supply chain issues at this point are kinda old hat, they go without saying and are the default assumption of the day until the whole mess eventually gets sorted out
Flinty wrote: I think that’s a bit of a step to take. Over 500 people backed the campaign, and using it as a scam based purely on bankruptcy technicalities seems like a sure fire way to wreck your business and personal reputation.
Well if you intend to sell the company anyway (and he's selling the company now) you will not care as to the company's reputation. And if you need the money urgently for say, medical treatment or such, you might not care about your long term reputation.
To address ced1106's points, I think this was a more sophisticated scam than those he's talking about: the "take the money and run" ones.
Rather it seems you have an established company that's racked up debt. You need to sell because you need money urgently, what do you do? The company is heavily in debt which looks really bad to a potential buyer. So you run a KS campaign, and you can put a load of extra income on the balance sheets as pledges. But then you don't have to list the fulfilment costs as liabilities (debt) because they're not legally binding. Yes, some sellers would be put off when you said you had an "unfulfilled crowd-fund" or whatever, you're not going to get picked up by another person trading in the same space that understands the cost of that (and the cost reputationally if they don't fulfil) but a larger investor or bank may just pick up the sale in the assumption it's a profitable business and they can then sell it on. You clear your hands of it and it's someone else's problem, and they state they're not fulfilling the KS because they don't have to.
It does make we wonder if the TTC stuff is a result of a similar attempt to artificially inflate the company value before sale - may they thought they could sell off some IP to them before the sale and it didn't work out as expected.
Automatically Appended Next Post: Re - China production: the entire hobby tabletop board game industry runs on production in China and while it's certainly not painless, it by and large works, or at least did until the last 12-18 months with the shipping crisis.
Not the entire industry, just the vast majority of it. There are and have been a number of US, UK, and EU based manufacturers and publishers of board and tabletop game products even before the pandemic - GW is one of them.
This is, essentially, why companies in our industry have been flocking to things like siocast, despite how restrictive and proprietary their system is. You at least still control the molds.
Your purchase will help cover rent and attorney fees as we continue trying to resolve the issue of TT Combat/Troll Trader in the UK falsely claiming to have a license to our IP, which has made it impossible to sell or license to legitimate parties. This is your LAST CHANCE to purchase Secret Weapon paints, pigments, and dungeon tiles. Inventory is limited to stock on hand.
Gotta say I find the TT story more credible. First of all I was suspicious that one miniature company would straight up just try to steal the IP of another, never heard that one before. Then, as stated in this thread by others, the various dubious statements by the SW guy as posted here, doesn't seem to add up. This statement by TT claiming that the SW chief is putting the money into his own pocket seems somewhat believable.
JWBS wrote: Gotta say I find the TT story more credible. First of all I was suspicious that one miniature company would straight up just try to steal the IP of another, never heard that one before. Then, as stated in this thread by others, the various dubious statements by the SW guy as posted here, doesn't seem to add up. This statement by TT claiming that the SW chief is putting the money into his own pocket seems somewhat believable.
Agreed, I've just read the TT statement and it rings true.
That's a lot of money given in a short space of time. Any reputable business owner wouldn't be using any of it to go on vacation, especially if said business is in serious trouble.
As a small business owner myself I find Justin's actions to be somewhat strange to say the least.
(i can see the desire to still keep taking a salary especially if thats your families sole income clashing with a potential rescuer expecting an owner to take the pain and pay other staff and expenses first
Its an issue that comes up on failed KS too where salaries eat the money really fast)
The other issue that SW may well be misinterpreting is that contracts and agreements don't vanish just because the bank seizes a controlling interest in your business because you've defaulted on a loan
that only happens if you actually file for, and proceed into bankruptcy (often there will be a termination clause in licences), and the bank may well feel that keeping the business nominally existing makes more sense for them if the physical assets are less than the debt.... they may be able to sell it on as a going concern, and some costs like warehousing may still need to be paid buy the previous owners (again depending on contracts)
Obviously, we disagree with the statement from TTC and encourage them to continue talks with our attorney. I cannot, and will not, comment publicly on their claims. The attorney representing Secret Weapon has offered them several ways to resolve this ongoing dispute, and has spent months in communication with their attorney.
I will continue to encourage them to communicate through their attorney.
The fact that they claim that there is no ongoing legal dispute, when they know that their attorney is in communication with the attorney representing SWM, is the only part of their statement that I will comment on.
Battlefront and Paolo Parente again...
Pretty annoying when we get to the point of asking a creator about what agreements and contracts they have with other companies and people before backing a KS. See also: Up Front. And HeroQuest Anniversary. And Joan of Arc. And...
Obviously, we disagree with the statement from TTC and encourage them to continue talks with our attorney. I cannot, and will not, comment publicly on their claims. The attorney representing Secret Weapon has offered them several ways to resolve this ongoing dispute, and has spent months in communication with their attorney.
I will continue to encourage them to communicate through their attorney.
The fact that they claim that there is no ongoing legal dispute, when they know that their attorney is in communication with the attorney representing SWM, is the only part of their statement that I will comment on.
Battlefront and Paolo Parente again...
Pretty annoying when we get to the point of asking a creator about what agreements and contracts they have with other companies and people before backing a KS. See also: Up Front. And HeroQuest Anniversary. And Joan of Arc. And...
I dunno, maybe I didn't pay close attention to it, but the Battlefront/Pablo fight seemed much less clear cut than what's going on now with Secret Weapon and TTC.
Obviously, we disagree with the statement from TTC and encourage them to continue talks with our attorney. I cannot, and will not, comment publicly on their claims. The attorney representing Secret Weapon has offered them several ways to resolve this ongoing dispute, and has spent months in communication with their attorney.
I will continue to encourage them to communicate through their attorney.
The fact that they claim that there is no ongoing legal dispute, when they know that their attorney is in communication with the attorney representing SWM, is the only part of their statement that I will comment on.
Battlefront and Paolo Parente again...
Pretty annoying when we get to the point of asking a creator about what agreements and contracts they have with other companies and people before backing a KS. See also: Up Front. And HeroQuest Anniversary. And Joan of Arc. And...
I dunno, maybe I didn't pay close attention to it, but the Battlefront/Pablo fight seemed much less clear cut than what's going on now with Secret Weapon and TTC.
But once again, Clear cut for who?
Two different legal systems from two separate countries. Even though we share a common language (plenty of variation though), we have very different business rules and definitions, especially in bankruptcy. The “creditability” spoken about here could just be the difference between Justin writing what he interprets the situation as and TTCombat having time to write a response and have their legal team clean it up.
Obviously, we disagree with the statement from TTC and encourage them to continue talks with our attorney. I cannot, and will not, comment publicly on their claims. The attorney representing Secret Weapon has offered them several ways to resolve this ongoing dispute, and has spent months in communication with their attorney.
I will continue to encourage them to communicate through their attorney.
The fact that they claim that there is no ongoing legal dispute, when they know that their attorney is in communication with the attorney representing SWM, is the only part of their statement that I will comment on.
Battlefront and Paolo Parente again...
Pretty annoying when we get to the point of asking a creator about what agreements and contracts they have with other companies and people before backing a KS. See also: Up Front. And HeroQuest Anniversary. And Joan of Arc. And...
I dunno, maybe I didn't pay close attention to it, but the Battlefront/Pablo fight seemed much less clear cut than what's going on now with Secret Weapon and TTC.
But once again, Clear cut for who?
Two different legal systems from two separate countries. Even though we share a common language (plenty of variation though), we have very different business rules and definitions, especially in bankruptcy. The “creditability” spoken about here could just be the difference between Justin writing what he interprets the situation as and TTCombat having time to write a response and have their legal team clean it up.
I mean right now I (and I'm betting everyone here) only have the two statements to go on, but to me it's far more likely a small business/single owner squandered cash then misinterpreted/misrepresented the situation to try to deflect than another, established, company deliberately going out of their way to try to steal IP. IP which honestly is of questionable profitability.
Because we've seen small business owners in this industry mismanage money all the time, it's a tale as old as the industry itself.
The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
chaos0xomega wrote: The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
Maybe I'm missing something, but TTC's own statement is that they're looking into acquiring the IP, not that they're unilaterally taking it. To me that's just logical, after putting in money to potentially produce the stuff why not ask the bank (or whoever ends up with it) to get the IP?
There's no requirement that IP burn when a company goes under.
chaos0xomega wrote: The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
Are TTCombat still selling Secret Weapon bases? As far as I can see on the store they only have the Tomb World ones up which came out mid 2020, and a single set of the urban waste bases which are quite different to the old secret weapon urban rubble ones. They also say that the agreement didn't start in Feb 2021, but 'months' later, so presumably the 6 months would have started from that point.
"W had already made the decision to close as early as February 2021. This was months before we even discussed (let alone entered into) the licence arrangement."
The staement also reads to me that they've expressed an interest with US bank to purchase the IP (though US bank have not confirmed they've actually taken ownership), not that they already own it or plan to exploit it absent a licence - that's Justin's assertion, without evidence that I can see. If TTcombat were asserting they already had the rights to the IP, they'd presumably still be selling the bases they spent considerable sums making casts of?
I wouldn't be surprised if there was miscommunication between TTCombat and Justin over what they both expected out of the deal, and indeed the diagreement over whether's Justin's salary was justified for a business on life support seems like an 'opinons differ' sort of problem where they potentially both have a valid point of view. But I'm not seeing major malfeasance from TTCombat as things stand.
> I wouldn't be surprised if there was miscommunication between TTCombat and Justin over what they both expected out of the deal,
If there's anything I've learned from the hobby, it's that IP contracts aren't worth the paper they're written on!
Was going to post a whole list of IP disputes I've found with boardgames, but hang around KS long enough, and you'll find plenty.
Bonus points if you remember Magic Realm and that before the internet, contracts were typed by hand onto carbon copies that, I'm sure, eventually faded, or at least got filed and lost!
You'd think if there was a contract it would be pretty clear cut. Probably just a few emails was all that were exchanged, and while that can be legally binding it can also be very vague and allow for misrepresentations like we seams to be seeing now.
Sad as I like both companies and this just seams like the whole deal was poorly managed by both companies.
chaos0xomega wrote: The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
Maybe I'm missing something, but TTC's own statement is that they're looking into acquiring the IP, not that they're unilaterally taking it.
"We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
To me that's just logical, after putting in money to potentially produce the stuff why not ask the bank (or whoever ends up with it) to get the IP?
There's no requirement that IP burn when a company goes under.
It doesn't work that way. If I own a grocery store and I start stocking milk from a local dairy farm, I am not entitled to ownership of the farm if they go out of business after I buy inventory from them. By the same extension, if I cut a deal to translate/localize and publish foreign books and the writer/publisher of those books goes out of business or drops dead or whatever, I'm not suddenly entitled to ownership of the books myself. It sucks that TTC took a financial hit on a bad deal, but thats the risk that you incur when making licensing deals like this. Even if SW didn't fold its entirely possible that TTC wouldn't even manage to break even on this deal, would that then entitle them to try to take ownership of the IP from SW because they didn't make enough money on it?
While theres no requirement for the IP to burn with a sinking ship, that isn't a decision that TTC gets to make. Thats a decision for the rights holder to make, and the rights holder is SW on behalf of US Bank - not TTC. If TTC wants the IP, then they can do it the right way and attempt to purchase the rights from SW and US Bank through the proper legal channels instead of trying to claim an interest that they have no right to which only serves to make it impossible for either party to move forward. The truth of the matter is that no court would award TTC the rights to the IP for nothing on the basis of their licensing agreement, and I'm sure they and their legal counsel recognize that. I can only imagine that this is really more of a stalling tactic so that they can continue to sell the bases until they break even/reduce their losses, etc.
As far as I can see on the store they only have the Tomb World ones up which came out mid 2020, and a single set of the urban waste bases which are quite different to the old secret weapon urban rubble ones.
As far as I am aware neither of these are secret weapon designs and are licensed from elsewhere or designed directly by TTC/Troll Trader.
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The staement also reads to me that they've expressed an interest with US bank to purchase the IP (though US bank have not confirmed they've actually taken ownership), not that they already own it or plan to exploit it absent a licence - that's Justin's assertion, without evidence that I can see. If TTcombat were asserting they already had the rights to the IP, they'd presumably still be selling the bases they spent considerable sums making casts of?
No no, if TTC was attempting to *purchase* the rights to the IP then none of this would be an issue. SW and US Bank are trying to find a buyer, remember? The issue they are having (according to Justin) is that they can't find someone to buy the company or the IP because TTC/Troll Trader is claiming that they have an interest/own the IP themselves. Your interpretation is basically impossible, as it would negate the entire core point of contention here.
"We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
You're reading an incredible amount into the word "interest", but whatever. At this point it's one person's word against another and the standard I'm using is "more reasonable than not" - as in it's more reasonable than not to believe this is yet another failed sole proprietor who squandered money.
To clarify, I'm stating my view on this, not looking for a formal debate club. If you want to believe this is a nefarious plan to steal the ever-so-valuable IP to generic scenic bases than by all means feel free. Just don't bother replying to me about it.
chaos0xomega wrote: "We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
A few things in the language of TTC's letter suggest what might be happening is something like this:
- Secret Weapon borrowed money from the bank, probably in the form of a revolving line of credit. (Which is a pool of money you can dip into at low interest rates, but you have to pay it back in monthly installments.)
- SW was unable to keep up with payments on the line of credit. The bank seized their assets and is preparing to liquidate them. Their assets would include IP / designs owned by SW.
- In general, liquidation happens in the form of an auction. They offer the business assets for sale and see what they can get for them. Usually, recovering 15% of the actual value at auction is considered a win.
- TTC has registered as a Creditor with the bank. Creditors have some rights in this. Usually, the way it works is: once the bank has been made whole by selling assets, any remaining proceeds go to other Creditors.
- TTC is asking to get the designs for bases to settle the debt. This could satisfy them as a Creditor.
- The bank has no clue what the real value of the the designs are or what they could fetch at auction. They may have someone handling correspondence with TTC, but this is not a high priority for them. 40% of small businesses in CA went out of business over the last 2 years, many of which are much larger than SW. Dealing with all this financial chaos is an enormous task and it will take time to get back around to the episode of SW.
- IIRC, SW is incorporated as an LLC in California, and the location gives Creditors some specific rights they might not have in other states. My understanding of the particulars is murky, so I don't want to speculate. But Creditors can make claims on assets prior to liquidation, generally to ones they provided to the business that have not been paid for. This can extend to other areas, which may be the basis for TTC claiming rights to the IP.
- Thus no one knows the fate of this IP, it's tied up in seizureland. The bank could choose to pursue a deal with other Creditors, or it could just ignore them because it's not worth their time. The later happens every day.
Part of the reason I mentioned line of credit issue and not loan is that lines of credit can be cancelled. Wells Fargo and Bank of America cancelled their personal line of credit programs last year and they've also been cancelling them for small businesses under a certain dollar amount. Would not be surprised to learn US Bank is doing the same, with less fanfare.
When a line of credit is cancelled, you have to continue to make payments on outstanding debt. But you no longer have access to that pool of money you may have come to depend on for operating expenses. This can really put the screws to a business, forcing them to chase other forms of financing while trying to save the company.
Okay, reading the TTC statement I think I can piece this together. SWM offered a license to TTC to make bases, and TTC agreed, paying in advance for a six month license. According to TTC, after declining to make a further payment, SWM tried to terminate the deal. Of course, TTC had paid for the license.
So, if what TTC wrote is true, they are owed either a six month production license, or appropriate damages in cash.
I’m not entirely certain why a six month license window would be that enormous a roadblock to selling the IP, but I’m also not certain fighting this in court would be economical.
chaos0xomega wrote: The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
Maybe I'm missing something, but TTC's own statement is that they're looking into acquiring the IP, not that they're unilaterally taking it.
"We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
Yeah, so the initial assertion that TTC is claiming ownership of the IP is demonstrably false; they can't be trying to get the IP (through legitimate legal process) and also be saying they already have it.
chaos0xomega wrote: The problem with TTCs statement is that per what they described they only made two 3-month payments beginning in Feb 2021. That means their license to produce and sell would have ended Aug 2021. They are also claiming (or attempting to claim) rights over the IP, seemingly in perpetuity, on the basis that they have/had a rolling 3-month license to produce those bases.
To put that in different terms, that would be like if I bought a license to print and sell 3d models from another company, and after a few months of printing and selling those models attempted to claim exclusive ownership of the files and take legal ownership of those files from the people who sculpted them.
Thats not how it works, and as gakky as Justins own apparent misbehavior here is, I would argue that TTCs is worse.
Maybe I'm missing something, but TTC's own statement is that they're looking into acquiring the IP, not that they're unilaterally taking it.
"We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
To me that's just logical, after putting in money to potentially produce the stuff why not ask the bank (or whoever ends up with it) to get the IP?
There's no requirement that IP burn when a company goes under.
It doesn't work that way. If I own a grocery store and I start stocking milk from a local dairy farm, I am not entitled to ownership of the farm if they go out of business after I buy inventory from them. By the same extension, if I cut a deal to translate/localize and publish foreign books and the writer/publisher of those books goes out of business or drops dead or whatever, I'm not suddenly entitled to ownership of the books myself. It sucks that TTC took a financial hit on a bad deal, but thats the risk that you incur when making licensing deals like this. Even if SW didn't fold its entirely possible that TTC wouldn't even manage to break even on this deal, would that then entitle them to try to take ownership of the IP from SW because they didn't make enough money on it?
While theres no requirement for the IP to burn with a sinking ship, that isn't a decision that TTC gets to make. Thats a decision for the rights holder to make, and the rights holder is SW on behalf of US Bank - not TTC. If TTC wants the IP, then they can do it the right way and attempt to purchase the rights from SW and US Bank through the proper legal channels instead of trying to claim an interest that they have no right to which only serves to make it impossible for either party to move forward. The truth of the matter is that no court would award TTC the rights to the IP for nothing on the basis of their licensing agreement, and I'm sure they and their legal counsel recognize that. I can only imagine that this is really more of a stalling tactic so that they can continue to sell the bases until they break even/reduce their losses, etc.
As far as I can see on the store they only have the Tomb World ones up which came out mid 2020, and a single set of the urban waste bases which are quite different to the old secret weapon urban rubble ones.
As far as I am aware neither of these are secret weapon designs and are licensed from elsewhere or designed directly by TTC/Troll Trader.
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The staement also reads to me that they've expressed an interest with US bank to purchase the IP (though US bank have not confirmed they've actually taken ownership), not that they already own it or plan to exploit it absent a licence - that's Justin's assertion, without evidence that I can see. If TTcombat were asserting they already had the rights to the IP, they'd presumably still be selling the bases they spent considerable sums making casts of?
No no, if TTC was attempting to *purchase* the rights to the IP then none of this would be an issue. SW and US Bank are trying to find a buyer, remember? The issue they are having (according to Justin) is that they can't find someone to buy the company or the IP because TTC/Troll Trader is claiming that they have an interest/own the IP themselves. Your interpretation is basically impossible, as it would negate the entire core point of contention here.
"We have contacted US Bank to register an interest in SW however no one we have talked to is able to confirm they have actually repossessed SW IP."
That implies they are basically claiming that they are a creditor that SW owes money to rather than simply being a licensee, and are attempting to gain control of the IP as a means of restitution for payments owed.
"If we do end up in possession of the SW IP"
And here they are say directly that they want to take possession of it.
You're reading an incredible amount into the word "interest", but whatever. At this point it's one person's word against another and the standard I'm using is "more reasonable than not" - as in it's more reasonable than not to believe this is yet another failed sole proprietor who squandered money.
To clarify, I'm stating my view on this, not looking for a formal debate club. If you want to believe this is a nefarious plan to steal the ever-so-valuable IP to generic scenic bases than by all means feel free. Just don't bother replying to me about it.
I'm not. In the context of bankruptcy/receivership proceedings, etc. "registering an interest" has specific legal implications. It doesn't mean "I would like to know more", it means "I have a legal and financial concern involved in these ongoing proceedings that needs to be addressed".
- TTC has registered as a Creditor with the bank. Creditors have some rights in this. Usually, the way it works is: once the bank has been made whole by selling assets, any remaining proceeds go to other Creditors.
- TTC is asking to get the designs for bases to settle the debt. This could satisfy them as a Creditor.
Generally speaking, being a licensor does not make you a creditor. They can register an interest as a creditor (anyone can, even if you've never done business with an entity), but it doesn't mean that they will be recognized as such under review.
So, if what TTC wrote is true, they are owed either a six month production license, or appropriate damages in cash.
I’m not entirely certain why a six month license window would be that enormous a roadblock to selling the IP, but I’m also not certain fighting this in court would be economical.
Yes, and thats seemingly part of the problem - that 6 month license is no doubt expired at this point - even if it didn't go into immediate effect in Feb 2021 its been about 18 month, yet TT seems to still be producing and/or selling those bases and maintaining a continuing right to do so.
Yeah, so the initial assertion that TTC is claiming ownership of the IP is demonstrably false; they can't be trying to get the IP (through legitimate legal process) and also be saying they already have it.
Correct. They stated they are the "rightful owners" of the IP in various places when asked about proceedings, etc. but now admit that they are trying to acquire it through legal proceedings. By their own admission in the post they paid for 6 months of the license, which should have expired by now, but are continuing to produce/sell those bases.
This basically squares with Justins statements and explains why hes stuck in legal limbo.
It's not impossible if you think Justin is lying.
I don't think hes lying, I have no reason to. TTCs admissions square with his own claims as to what the problem is.
It is quite possible that Troll Trader are selling a stockpile of bases produced in the 6 month production window and are not selling new bases. If they were trying to recoup the $20,000 licensing and £15,000 mould making expenses then they would have to sell a lot of bases.
Maccwar wrote: It is quite possible that Troll Trader are selling a stockpile of bases produced in the 6 month production window and are not selling new bases. If they were trying to recoup the $20,000 licensing and £15,000 mould making expenses then they would have to sell a lot of bases.
Hard to tell, but people noted restocks and new inventory of the bases at the tail end of last year and start of this year
They paid for 6 months, on a rolling basis, but Justin announced he was winding up the company before those six months expired. Justin says the assets now sit with US Bank - unless US Bank terminated the contract with TTC then it would be continuing. It sounds like Justin just declared that "the contract doesn't exist" - hence he never actually terminated it, which means it's ongoing.
TTC's registration of interest may be that they just have an ongoing license for the bases. And probably that they owe money for some of the license period.
TTC bought 6 months licence to start AFTER they have completed making the moulds and such (logical, it could take months to get them off the ground, no point paying for 6 months when all you can do it prep work)
Now SW is saying that agreement is null and void because they have ceased trading, TTC are saying they paid for it so have the licence to make them for 6 months.
I would guess that the bank cannot sell the IP until they know the legal ground here. Is the person buying going to have sole rights to make the product, or do they have to share that for 6 months (or however much longer remains on the licence) with TTC?
Since SW are saying TTC have no rights, and TTC are saying they do then the bank will be unable to proceed until it's sorted out.
I'm no expert on contract law, but I would guess if the money did change hands that TTC do have the right to make the product for the period they paid for, regardless of if SW has stopped trading or not.
deano2099 wrote: They paid for 6 months, on a rolling basis, but Justin announced he was winding up the company before those six months expired. Justin says the assets now sit with US Bank - unless US Bank terminated the contract with TTC then it would be continuing. It sounds like Justin just declared that "the contract doesn't exist" - hence he never actually terminated it, which means it's ongoing.
TTC's registration of interest may be that they just have an ongoing license for the bases. And probably that they owe money for some of the license period.
I would assume that as its a rolling contract TTC cannot unilaterally renew it at will in perpetuity and it would require the agreement of Justin/SW/US Bank for it to continue. Likewise, continuing the contract would require additional $10,000 payments to SW/US Bank every 3 months. Therefore its unlikely the contract is still active or ongoing - most contracts like this would have a termination clause that states that either party can terminate the contract at any time with no prior notice, etc. (though depending on how its structured there may be a guaranteed period during which one or both parties cannot withdraw - though this is unlikely if they agreed to a rolling 3 month term), and likewise it would state that the contract terminates automatically in the event of non-payment (usually with a grace period of x days to allow for late payments, etc.). Unless Justin is being super scummy and continuing to cash a $10k check from TTC every 3 months and conveniently leaving that part out of the discussion (and conversely TTC is declining to mention that fact even though it would make clear that they are in the right), its very hard to see TTCs position in this as justified, as it does not seem (based on the statements made by both parties) that they have sent any more license payments to SW in quite some time. If Justin/SW withdrew from the license after the 6 month term and the right to do so is protected by contractual clause (which it almost certainly is), then TTC doesn't get to claim that they've been mailing the checks but nobody has been cashing them as a justification for continuing their use of the license.
TTC bought 6 months licence to start AFTER they have completed making the moulds and such (logical, it could take months to get them off the ground, no point paying for 6 months when all you can do it prep work)
Now SW is saying that agreement is null and void because they have ceased trading, TTC are saying they paid for it so have the licence to make them for 6 months.
I would guess that the bank cannot sell the IP until they know the legal ground here. Is the person buying going to have sole rights to make the product, or do they have to share that for 6 months (or however much longer remains on the licence) with TTC?
Since SW are saying TTC have no rights, and TTC are saying they do then the bank will be unable to proceed until it's sorted out.
I'm no expert on contract law, but I would guess if the money did change hands that TTC do have the right to make the product for the period they paid for, regardless of if SW has stopped trading or not.
If this was the case though the 6 month period that was paid for almost assuredly has ended by now as its been almost 18 months since the agreement was first made, etc. I very much doubt that the language was worded such that the period would begin after moldmaking was completed - as TTC could claim the license to be active effectively forever at no additional cost simply by completing molds for 99% of the products in the range and putting those items on sale while continuing to "work on" completing the remaining 1% of molds. If any term was put on the "start date" I have to imagine it would have been from the on-sale date of the initial run of products. The earliest reference I can find to SW bases being sold through Troll Traders site is around November 2021, so I would assume that to have been the start date of the term if it wasn't immediate - that would put the end of the term in May. Maybe they have another month or two left, or maybe it expired a month or two earlier. Either way its hard to justify the idea that a 6 month term on the license is whats causing this issue - if that was really the case I would have expected TTC to state "we paid for a 6 month term on this license that went into effect as of x date, that license expires on y date" etc. and be done with it.
Even then, that isn't whats happening here - SW wouldn't have any issues finding a buyer if the license was legit. Companies sell themselves and/or IPs while active licensing deals are in place all the time, if TTC still had a couple months - or even 1-2 years - left on their term it likely would not pose an issue for the sale, as that would guarantee the new buyers an income of $10k per quarter off the license - even if that value is *low* vs what a better deal with another partner might net, its still a guaranteed steady/stable income that new buyers typically look for when buying a business, it would be a benefit rather than a hindrance (especially a 3 month rolling contract with standard opt-out and termination clauses, which would allow new ownership to find a new partner while collecting license fees from the current partner until they were ready to terminate and transfer the license over, etc.). So either TTC is claiming they have rights but are not paying for them, etc. thus creating a licensing/IP issue, or Justin is a God-tier level idiot that is claiming TTC is illegally infringing on the IP and refusing to cash the checks, etc. even though everything is actually legit and above board, and as a result he has torpedoed for himself any possibility of SW being sold for no apparent reason. Unless Justin is trying to play some sort of twisted game of 4D Chess then I can't figure out how its more beneficial for him if US Bank doesn't sell SWM and/or the SWM IP. I struggle to comprehend what he would gain from holding up the sale, which leads me to believe the issue is with TT being scummy.
This is supported by statements that both parties have made. Justin claims there is no active agreement - which would be true if the 6 month term came and went - between SW and TT and that he made attempts to work out a contractual agreement with TT so that sales of the company could move forward, which TT refused. TT claims that they entered into an agreement in Feb 21 (which raises questions because according to TTCs own site it appears that the SWM x TTC base partnership started in November 2019: https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ ) for a rolling 3-month contract and made two payments for 3-month terms to SW. TT did not say that they have continued to make payments since then or that they have exercised any sort of contractual mechanism that allows them to continue to produce and sell product - in fact they very directly state that they made Justin aware that they would *not* continue to make further payments which implies (if not directly clarifies) that the term of the license would therefore be limited to no more than 6 months. When this term starts is somewhat irrelevant at this point, as Troll Traders website were definitively selling SWM brand bases as of November 2021 and +6 months from there would have come and gone. At no point in TTs explanation did they clarify or elucidate what the start and end points of their supposed contractual licensing term would or should be (beyond the fact that they paid for 6 months of term), or that they intend to cease sales when that term expires, or that they made or attempted to make further payments to SWM for additional term, or that per the terms of the contractual agreement Justin is unable to opt-out or terminate the contract within a given guarantee period, etc.
In short - TTCs statements are not credible - the things they didn't say speak volumes. What they did say indicates that they did, at one point, have an agreement with Justin and SWM, but per their own description of the situation that agreement would have expired and is no longer in effect legally (or will very shortly be expiring). They have not provided an explanation or justification for why they believe their previous agreement to still be continuing in force (when, by the implications of their own admission, it appears to no longer be), nor by what contractual or legal mechanism they are justified in continuing to produce, sell, and/or distribute SWM bases.
The conclusion bullet points in the TTC statement indicate your timeline may be wonky, chaos.
And I quote...
"SW had already made the decision to close as early as February 2021. This was months before we even discussed (let alone entered into) the licence arrangement."
You keep saying they entered into this agreement in Feb 21, which the quote above - assuming it is accurate - would counter.
They also entered into a new rolling licence to "produce" bases. That licence may well have ended, but depending upon the terms they could have the right to continue to sell the product they already made from the base molds during that 6 month window, but not manufacture any more. Justin was in a cash crunch and the money was upfront, so I wouldn't be surprised if the terms were generous to TTC.
I'm sure I've also seen something where they said the licence period didn't start until the molds were made and they could actually start making bases, but not able to find it again.
"We have never made or sold any counterfeit SW product (nor would we!). All SW products were made under licence as described above. There is no formal ongoing dispute with SW on this issue."
Saying that TTCombat/trolltrader are trying to steal Secret Weapon's IP is saying outright they're liars in this statement.
TTC also dispute Justin's ability to just terminate the licence at will, having already taken the money up-front. that again, would depend upon the terms which none of us have read.
When it comes down to it, Justin has his point of view, and TTC have theirs. Absent legal action, much greater knowledge of the contents of the licence agrements that were agreed, or where the money went we just don't know who is in the right here, or if they're both interpretating the past in their favour somewhat (which is often the reality).
In the meantime, the HD bases kickstarter pledgers seem to be well out of luck, and that's on Justin.
It seems unlikely that TTC would have entered this agreement even in Nov 21.
If I was TTC and was making an investment of $10,000 every 3 months I'd probably only do that for a product I was already selling and knew would be worth it.
It's entirely possible, even probably that they were selling the products for a number of months from SW before they entered into a contract to produce them themselves.
Which realistically puts the agreement as early 2022, which would mean they are still in their 6 month licence
I think you’re right, in that Justin was a dumbass that didn’t put a limit on sales in the licence. Classic small business type mistake. So TTC produced a gakload of product in the 6 month window they had and are now sitting on stock for multiple years worth of sales. I can totally see how that could sour any purchase of SW, but TTC would be in their rights to continue to sell.
Possibly, its poorly worded with regards to what they mean when they say "this was months before" - was the decision to close months before (note the use of "already" in the preceeding sentence") or was the discussion in February 21 months before? The timeline given earlier in the article seems to point to the idea that the agreement occurred in (or shortly after) Feb 2021, but here to its unclear and fuzzy.
Still, even if it did take months to work out a deal this does not explain why there is a post dated to 2019 on TTCs site indicating a licensing deal, nor does it explain why Justin would have reached out to this entire different company in Feb 2021 to notify them that he was closing up shop if there wasn't a pre-existing business relationship. So its another point in which TTCs story is incomplete.
Per Justins own statement, dated 31 May 2022, he spent the "last 7 months" trying to work out the issue with TTC, which would place the start point of that issue back to October or November 21 which coincides with when TTC seems to have started selling bases online. Given they only paid for 6 months, again, it would seem that the license term would have already expired regardless of whether or not the agreement was cut in Feb 21 or some months later, as I just caught in the TTC post that it says "would begin the 3 month period once we could make the models" - so if the models are on sale that means they are being made, which is the trigger for the 6-month count to begin, measured from November, which puts the end in May. I would guess this is why Justin may have went public with his claims when he did - the dispute seems to have begun earlier, but maybe he had hoped that TTC would cease production and sale following the 6 month window that they had paid for and he would be able to put the matter behind him at that point. It appears that this didn't happen and TTC is continuing with their operation.
Except that still doesn't entirely square because SWMs closure announcement was in August 2021, but TTC says that they made their second payment 1 month into the first three month period - which would mean that (assuming the Nov 21 start date is accurate) they would have been paying to continue the license in December, which is inside the 7 month dispute window that Justin is claiming, which is also months after SWM closed up shop. Chronologically this doesn't make sense, not rationally/logically, nor with TTC own statements as TTC claims that SWM made the decision to close AFTER TTC rejected their request for a third payment, which would have occurred roughly at the end of the first 3-month period (Feb 22 based on the theoretical Nov 21 start).
The likely explanation for this is that TT the licensing period began before Nov 21, which is fine - but it means that the 6 month term they paid for definitely already expired by now. Given that TT says Justin made the closure announcement after TT rejected the third payment request, and that announcement was made in August 21, we can figure out the approximate date that the first three month term went into effect. We will give TT the benefit of the doubt here (meaning, we will time this in the way most advantageous for them to them in terms of timing, such that the 6 month term of their agreement would be most likely to still be in effect today) and say that they quickly reviewed Justins books and came to an immediate decision and that Justin made his announcement immediately after, so that third payment reqest came in August. Per TTC, this was approximately 1 month after the second payment which would have been in July 21. Per TTC, this was approximately 1 month after the first three-month period started, which means that the term of the contract kicked into effect in June 21, and almost assuredly would have expired by Dec 21. Effectively - based on this approximation its been a full year since TTs contractual license came into force, and a full 6 months since it should have ended.
Taking a stab in the dark here I would guess that it would be more accurate to say that there is some "fudge" in the timeline and things didn't happen in neat 1 month intervals, I would guess that the term actually started around April or May of 21 and that the second payment and the third payment request didn't occur in neat 1-month intervals and TTs decision to reject the third request was not immediate. Based on that, the 6 month term expired in the October/November timeframe, either right before or right around the same time when TT seemed to announce the introduction of SWM inventory to their webstore (based on a FB posted on The Troll Traders page dated November 17, 2021 at 9AM reading "Secret Weapon bases have just landed on our store."). Justin was no doubt alerted to this fact (either because he himself was tracking it or someone made him aware) which would have kicked off the dispute as they only paid for 6 months beginning from the start of model production - continuing to produce and sell bases after that window would be a gross violation of the licensing deal. Thus the 7 month dispute window that Justin mentioned begins then (for good reason), which brings us to today, basically.
If what TT said is true that Justin told them they had no more agreement at the time he closed the company (i.e. Aug 21) it would seem that he either allowed TT to continue to operate through the second 3-month term that they had paid for or was unaware that they were doing so. This term would have expired in November, when suddenly TT began selling those bases online. Whether or not the licensing contract dissolved at the point that SWM closed/went bankrupt/entered receiversip or whatever is a moot point on that basis (and even more moot because there is no conceivable way based on a timeline reconstructed from TTs own statements and the Aug 21 closure date that would allow the 6 month term they paid for to still be in effect today). Its also legally murky territory that we needn't bother to try to explore as to whether a licensee may continue to act on a license when the licensor ceases business operations - though SWM apparently hasn't really ceased operations fully only transitioned them into receivership, etc. but thats getting into some confusing grey area technicalities, etc. that there is no point inquiring about because its irrelevant in the face of other established facts and timelines that indicate that TTs license would have expired anyway unless they made additional payments.
The one part I don't get is if TT began producing these bases probably somewhere between April and June of 2021 (which they would have had to in order for their own timeline to reconcile with the known fact that SWM announced they were closing up shop in August 21), why they didn't make any of them available for sale at any point until November 2021, effectively after their license deal had already ended. Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for. While they may have taken a roughly $40,000 hit on what was basically a bad deal, that doesn't entitle them to continue to produce and/or sell bases beyond the term of period that they paid for (note - most licensing deals have terms that stipulate that excess inventory in the manufacturers posession must be destroyed or disposessed at the conclusion of the license term, this is to avoid licensees from continuing to produce and sell products while claiming that they manufactured the inventory prior to the deal expiring) until they break even or profit off it, etc. To me this indicates that TT acted in bad faith, continuing to produce bases for several months with the intent to sell them beyond the duration of their term (indeed not even making them available for sale until right around the timeframe that their term seems to have ended), whereas the "proper" thing to do from a legal standpoint probably would have been to instead cease production and list whatever inventory they had manufactured up to that point for sale in August and try to sell as much of it as possible before their term ended (yes Justin may have disputed it at the time but it would be a much weaker dispute). This likely would have resulted in a financial loss for TT, but sometimes thats what happens when you cut a bad deal.
I'm also going to point out something else which leads me to believe that TT isn't being fully forthcoming in this. SWMs statement says " SWM has made a good faith effort to resolve this by offering to enter into a license agreement with TTC upon payment due for products delivered." TTCs statement says "SW began sending us masters of their bases so that we could produce moulds for production" and "we were offered SW paints to sell alongside the bases for no additional charge" (which I assume means that SWM shipped the paints to them from their factory rather than TT manufacturing them locally?). Either way, SWMs statement implies a payment dispute for items that they sent to TT, which TTC seems to acknowledge that they received. As TTCs statement makes no mention about payments due for products delivered, it leaves a curious void in the he-said-she-said that points to possible malfeasance on the part of either party, or possibly an innocent misunderstanding. Possibilities:
-Justin is making it up in an effort to extort more funds from TT -There was an honest misunderstanding and Justin believes he is owed funds which TT doesn't believe it owes.
-TT does owe funds and stiffed Justin
My hunch is towards that third option, as it would explain why Justin apparently kept calling up SWM demanding more money that he otherwise wasn't really entitled to - its not like TT were his personal atm, right? It isn't inconceivable that Justin called them up asking them to pay the invoice on what he sent them (and indeed I have a hard time believing SWM turned over their master molds to TT at no cost beyond the three month licensing fee, if nothing else then TT would likely have been asked to pick up the shipping tab for those master molds which likely came in at several tens of thousands of dollars given their size/weight and the cost of containers at the time) - at that point its a question of whether SWM sweet talked him into agreeing to an up-front 3 month extension for a quick $10k payment with the promise that they would pay the invoice later, or whether they agreed to a $10k progress payment against the invoice which they are now attempting to retroactively spin as a license extension while conveniently dodging any acknowledgement of the apparent unpaid invoice. Then Justin calls back a month later asking again for either a progress payment or payment in full, etc.
At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.
A perhaps less conspiratorial take would be that Justins books were a mess, TT honestly believes that it did make the payment that was owed to SWM, while Justin honestly believes that they did not. Justins records were inconclusive and didn't match TTs own records, at which point TT refused to pay and Justin terminated the contract on the basis of non-payment and closed up shop. TT feels that it was wronged and is morally/legally in the right and Justin was in breach of contract, but has made matters worse by acting in what appears to be a legally dubious manner by continuing to produce and sell bases outside of the terms of what was legally agreed upon and paid for. Justin likewise also feels that he was wronged and is morally/legally in the right and that TT is in breach of contract (and at this point all evidence points to the fact that they are at this point, though they may not have been last fall). Its a complex messy situation that may only be resolved in court or via arbitration.
Automatically Appended Next Post: TL;DR/quick responses to the posts that came in after I started up my response to Dystartes:
-TTs license likely started in the April to June 2021 timeframe and likely expired between October and December 2021 per the timeline constructed from their own statements and known temporal reference points. There was no way this agreement occurred at any time in 2022, because SWM closed in August 2021, and that closure (per TTs own statements) occurred approximately 2-3 months after the first contractual term entered into force.
-TT didn't begin sales of SWM bases until November 2021 per their own facebook post announcing the bases going on sale dated to November 2021, right around the time the license expired - potentially after the license expired. This is despite the fact that they were likely already in production on at least some of the products for some months prior to this date, and even prior to SWMs closure.
-TT did not state that they have a license to sell bases after the termination date of their license to produce the bases, most licensing contracts do not allow for this to occur because it opens the door up for shenanigans (potentially the exact shenanigans we may be witnessing here). If this was the case, they should state as such because it would be the clearest evidence of them being in the clear. Chances are this is not the case on that basis, as claiming this if it weren't true would open them up to a line of legal inquiry that they would not be able to win.
-SWM/Justin claim that TT owes payment for goods delivered. TT makes no mention of this. Upon further analysis this seems to potentially be at the core of the disptue and may be the basis on which Justin terminated their license. Licensing agreements generally have clear termination and opt-out clauses which would include termination for non-payment. On this basis Justin may be in his rights to unilaterally terminate the contract regardless of what TT believes.
Absolute TL;DR:
-TTs license to produce bases is at this point long expired. Whether they can sell whatever they had already produced is unclear and unknown. If that is the case, TT hasn't stated so but should have as it would be the clearest defense for their behavior, moreso than the convoluted non-explanation they provided which only serves to make them look more suspicious when analyzed. That they didn't come right out and state it makes me believe that they are not within their rights to continue to sell them.
chaos0xomega wrote: Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for.
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
My read of it is this:
A contract on a rolling basis was set up. Justin asked TT for the first six months pretty much upfront, then asked them for another three months. At this point, TT said "no" - because as you say, if the company is gone in 6 months time, that might be wasted money. At this point Justin declared there never was a contract in the first place and they weren't allowed to do anything. TT quite rightly ignored this as they had a contract in place. That's the crux of where this gets silly: if Justin refuses to acknowledge the contract exists, that means he never formally exercises his right to end it. A rolling contract will generally last until one of the parties gives notice that it is to end. Saying "this contract never existed in the first place" is not notice.
So TT continue to work out the six months they've paid for. By the time they'd be paying for the next batch, the company is undergoing bankruptcy proceedings, and Justin can't work for the business anymore. So TT should be paying SW, but that means SW need to invoice them. But they don't, because again, Justin is claiming there is no contract and never was any contract. So TT aren't being billed. I'd imagine if TT are sensible people they're putting that money aside as they probably will be invoiced for it at some point, assuming they can prove the contract exists.
And until we can resolve it one way or another, the sale can't go through.
The rest of it, timelines etc. aren't relevant because as far as as TT are concerned, they have an ongoing rolling contract to make and sell the bases. And as far as Justin is concerned, they *never* had such a contract. Which means Justin can't exercise the right to end the contract, without conceding that it did exist.
That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.
At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.
Alternatively TT were trying to help out a guy in a similar business that they had some sympathy for by entering this arrangement and paying first 3, then 6 months up front, and then rightly got worried at being asked for 9 months up front, given they'd need the company to still be trading to such an agreement to have any benefit.
I have to admit I'm giving the benefit of the doubt to the company that gave a guy $10K three months earlier than they needed to for no good business reason rather than the guy who spunked $50K of Kickstarter funds up the wall.
In the meantime, the HD bases kickstarter pledgers seem to be well out of luck, and that's on Justin.
Well according to the latest comment from Justin on Kickstarter - a comment you'll note he's previously said he's not allowed to make because "legal reasons" is:
There remains every intention to delivery this project.
Until the current issues are resolved nothing can be done.
How he intends to do that when the company is in receivership is left as an exercise for the reader.
chaos0xomega wrote: Possibly, its poorly worded with regards to what they mean when they say "this was months before" - was the decision to close months before (note the use of "already" in the preceeding sentence") or was the discussion in February 21 months before? The timeline given earlier in the article seems to point to the idea that the agreement occurred in (or shortly after) Feb 2021, but here to its unclear and fuzzy.
Still, even if it did take months to work out a deal this does not explain why there is a post dated to 2019 on TTCs site indicating a licensing deal, nor does it explain why Justin would have reached out to this entire different company in Feb 2021 to notify them that he was closing up shop if there wasn't a pre-existing business relationship. So its another point in which TTCs story is incomplete.
Per Justins own statement, dated 31 May 2022, he spent the "last 7 months" trying to work out the issue with TTC, which would place the start point of that issue back to October or November 21 which coincides with when TTC seems to have started selling bases online. Given they only paid for 6 months, again, it would seem that the license term would have already expired regardless of whether or not the agreement was cut in Feb 21 or some months later, as I just caught in the TTC post that it says "would begin the 3 month period once we could make the models" - so if the models are on sale that means they are being made, which is the trigger for the 6-month count to begin, measured from November, which puts the end in May. I would guess this is why Justin may have went public with his claims when he did - the dispute seems to have begun earlier, but maybe he had hoped that TTC would cease production and sale following the 6 month window that they had paid for and he would be able to put the matter behind him at that point. It appears that this didn't happen and TTC is continuing with their operation.
Except that still doesn't entirely square because SWMs closure announcement was in August 2021, but TTC says that they made their second payment 1 month into the first three month period - which would mean that (assuming the Nov 21 start date is accurate) they would have been paying to continue the license in December, which is inside the 7 month dispute window that Justin is claiming, which is also months after SWM closed up shop. Chronologically this doesn't make sense, not rationally/logically, nor with TTC own statements as TTC claims that SWM made the decision to close AFTER TTC rejected their request for a third payment, which would have occurred roughly at the end of the first 3-month period (Feb 22 based on the theoretical Nov 21 start).
The likely explanation for this is that TT the licensing period began before Nov 21, which is fine - but it means that the 6 month term they paid for definitely already expired by now. Given that TT says Justin made the closure announcement after TT rejected the third payment request, and that announcement was made in August 21, we can figure out the approximate date that the first three month term went into effect. We will give TT the benefit of the doubt here (meaning, we will time this in the way most advantageous for them to them in terms of timing, such that the 6 month term of their agreement would be most likely to still be in effect today) and say that they quickly reviewed Justins books and came to an immediate decision and that Justin made his announcement immediately after, so that third payment reqest came in August. Per TTC, this was approximately 1 month after the second payment which would have been in July 21. Per TTC, this was approximately 1 month after the first three-month period started, which means that the term of the contract kicked into effect in June 21, and almost assuredly would have expired by Dec 21. Effectively - based on this approximation its been a full year since TTs contractual license came into force, and a full 6 months since it should have ended.
Taking a stab in the dark here I would guess that it would be more accurate to say that there is some "fudge" in the timeline and things didn't happen in neat 1 month intervals, I would guess that the term actually started around April or May of 21 and that the second payment and the third payment request didn't occur in neat 1-month intervals and TTs decision to reject the third request was not immediate. Based on that, the 6 month term expired in the October/November timeframe, either right before or right around the same time when TT seemed to announce the introduction of SWM inventory to their webstore (based on a FB posted on The Troll Traders page dated November 17, 2021 at 9AM reading "Secret Weapon bases have just landed on our store."). Justin was no doubt alerted to this fact (either because he himself was tracking it or someone made him aware) which would have kicked off the dispute as they only paid for 6 months beginning from the start of model production - continuing to produce and sell bases after that window would be a gross violation of the licensing deal. Thus the 7 month dispute window that Justin mentioned begins then (for good reason), which brings us to today, basically.
If what TT said is true that Justin told them they had no more agreement at the time he closed the company (i.e. Aug 21) it would seem that he either allowed TT to continue to operate through the second 3-month term that they had paid for or was unaware that they were doing so. This term would have expired in November, when suddenly TT began selling those bases online. Whether or not the licensing contract dissolved at the point that SWM closed/went bankrupt/entered receiversip or whatever is a moot point on that basis (and even more moot because there is no conceivable way based on a timeline reconstructed from TTs own statements and the Aug 21 closure date that would allow the 6 month term they paid for to still be in effect today). Its also legally murky territory that we needn't bother to try to explore as to whether a licensee may continue to act on a license when the licensor ceases business operations - though SWM apparently hasn't really ceased operations fully only transitioned them into receivership, etc. but thats getting into some confusing grey area technicalities, etc. that there is no point inquiring about because its irrelevant in the face of other established facts and timelines that indicate that TTs license would have expired anyway unless they made additional payments.
The one part I don't get is if TT began producing these bases probably somewhere between April and June of 2021 (which they would have had to in order for their own timeline to reconcile with the known fact that SWM announced they were closing up shop in August 21), why they didn't make any of them available for sale at any point until November 2021, effectively after their license deal had already ended. Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for. While they may have taken a roughly $40,000 hit on what was basically a bad deal, that doesn't entitle them to continue to produce and/or sell bases beyond the term of period that they paid for (note - most licensing deals have terms that stipulate that excess inventory in the manufacturers posession must be destroyed or disposessed at the conclusion of the license term, this is to avoid licensees from continuing to produce and sell products while claiming that they manufactured the inventory prior to the deal expiring) until they break even or profit off it, etc. To me this indicates that TT acted in bad faith, continuing to produce bases for several months with the intent to sell them beyond the duration of their term (indeed not even making them available for sale until right around the timeframe that their term seems to have ended), whereas the "proper" thing to do from a legal standpoint probably would have been to instead cease production and list whatever inventory they had manufactured up to that point for sale in August and try to sell as much of it as possible before their term ended (yes Justin may have disputed it at the time but it would be a much weaker dispute). This likely would have resulted in a financial loss for TT, but sometimes thats what happens when you cut a bad deal.
I'm also going to point out something else which leads me to believe that TT isn't being fully forthcoming in this. SWMs statement says " SWM has made a good faith effort to resolve this by offering to enter into a license agreement with TTC upon payment due for products delivered." TTCs statement says "SW began sending us masters of their bases so that we could produce moulds for production" and "we were offered SW paints to sell alongside the bases for no additional charge" (which I assume means that SWM shipped the paints to them from their factory rather than TT manufacturing them locally?). Either way, SWMs statement implies a payment dispute for items that they sent to TT, which TTC seems to acknowledge that they received. As TTCs statement makes no mention about payments due for products delivered, it leaves a curious void in the he-said-she-said that points to possible malfeasance on the part of either party, or possibly an innocent misunderstanding. Possibilities:
-Justin is making it up in an effort to extort more funds from TT -There was an honest misunderstanding and Justin believes he is owed funds which TT doesn't believe it owes.
-TT does owe funds and stiffed Justin
My hunch is towards that third option, as it would explain why Justin apparently kept calling up SWM demanding more money that he otherwise wasn't really entitled to - its not like TT were his personal atm, right? It isn't inconceivable that Justin called them up asking them to pay the invoice on what he sent them (and indeed I have a hard time believing SWM turned over their master molds to TT at no cost beyond the three month licensing fee, if nothing else then TT would likely have been asked to pick up the shipping tab for those master molds which likely came in at several tens of thousands of dollars given their size/weight and the cost of containers at the time) - at that point its a question of whether SWM sweet talked him into agreeing to an up-front 3 month extension for a quick $10k payment with the promise that they would pay the invoice later, or whether they agreed to a $10k progress payment against the invoice which they are now attempting to retroactively spin as a license extension while conveniently dodging any acknowledgement of the apparent unpaid invoice. Then Justin calls back a month later asking again for either a progress payment or payment in full, etc.
At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.
A perhaps less conspiratorial take would be that Justins books were a mess, TT honestly believes that it did make the payment that was owed to SWM, while Justin honestly believes that they did not. Justins records were inconclusive and didn't match TTs own records, at which point TT refused to pay and Justin terminated the contract on the basis of non-payment and closed up shop. TT feels that it was wronged and is morally/legally in the right and Justin was in breach of contract, but has made matters worse by acting in what appears to be a legally dubious manner by continuing to produce and sell bases outside of the terms of what was legally agreed upon and paid for. Justin likewise also feels that he was wronged and is morally/legally in the right and that TT is in breach of contract (and at this point all evidence points to the fact that they are at this point, though they may not have been last fall). Its a complex messy situation that may only be resolved in court or via arbitration.
Automatically Appended Next Post: TL;DR/quick responses to the posts that came in after I started up my response to Dystartes:
-TTs license likely started in the April to June 2021 timeframe and likely expired between October and December 2021 per the timeline constructed from their own statements and known temporal reference points. There was no way this agreement occurred at any time in 2022, because SWM closed in August 2021, and that closure (per TTs own statements) occurred approximately 2-3 months after the first contractual term entered into force.
-TT didn't begin sales of SWM bases until November 2021 per their own facebook post announcing the bases going on sale dated to November 2021, right around the time the license expired - potentially after the license expired. This is despite the fact that they were likely already in production on at least some of the products for some months prior to this date, and even prior to SWMs closure.
-TT did not state that they have a license to sell bases after the termination date of their license to produce the bases, most licensing contracts do not allow for this to occur because it opens the door up for shenanigans (potentially the exact shenanigans we may be witnessing here). If this was the case, they should state as such because it would be the clearest evidence of them being in the clear. Chances are this is not the case on that basis, as claiming this if it weren't true would open them up to a line of legal inquiry that they would not be able to win.
-SWM/Justin claim that TT owes payment for goods delivered. TT makes no mention of this. Upon further analysis this seems to potentially be at the core of the disptue and may be the basis on which Justin terminated their license. Licensing agreements generally have clear termination and opt-out clauses which would include termination for non-payment. On this basis Justin may be in his rights to unilaterally terminate the contract regardless of what TT believes.
Absolute TL;DR:
-TTs license to produce bases is at this point long expired. Whether they can sell whatever they had already produced is unclear and unknown. If that is the case, TT hasn't stated so but should have as it would be the clearest defense for their behavior, moreso than the convoluted non-explanation they provided which only serves to make them look more suspicious when analyzed. That they didn't come right out and state it makes me believe that they are not within their rights to continue to sell them.
Not sure if intentional but the switch from TTC to TT here is a little confusing.
Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.
Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?
The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.
deano2099 wrote: But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
Secret Weapon does not appear to be going through any bankruptcy proceedings.
In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov
I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.
PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?
Indeed. Regardless of how we interpret the TT statement, SW claims still seem to make little sense, beyond "All money gone. Pandemic etc. Kickstarter moneys disappear. They're stealing our stuff. Money gone, send money".
Could all this just come down to TTC thinking they can sell what they made during the contract period until the stock runs down (and indeed might have given very large numbers for stock safe int he knowledge they could make more and who would know), and the IP being considered worthless if they have stated stock levels that will last until the apocalypse?
Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).
JWBS wrote: Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).
They probably make and sell more than you might think.
There are three separate legal entities owned by the guys who run TTC and TT (the third being Kingsley Distribution)
The deal between SW and TTC was to produce bases in the UK for 6 months. TTC is the "production" portion of their business - and important to note a separate legal entity to the others
TTC would then have "sold" what they make to Kingsley Distribution (KD). KD are actually a pretty big wholesale supplier of wargame products in the UK (and Europe I believe), if you have a LFGS it is highly likely that they are supplied by KD, as a result it's not impossible to believe that KD were selling hundreds if not thousands of bases per month direct to these stores, and that TTC were producing thousands of pounds of product per month to supply this demand.
TT is the third arm of their business portfolio, and would probably have bought some of the bases that TTC made from KD.
Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).
Certainly it was like this in the UK, I don't see why it would be different in the USA?
deano2099 wrote: But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
Secret Weapon does not appear to be going through any bankruptcy proceedings.
In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov
I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.
PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?
Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.
Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.
Undead_Love-Machine wrote: Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).
Certainly it was like this in the UK, I don't see why it would be different in the USA?
Secret Weapon is based out of California and was forced to be shut down for a good amount of the pandemic by the State Government due to the type of business it was (California was one of the strictest here in the US). And during the times he could be open they could only be 1-2 people working at a time. Seams like Justing had to furlo/layoff everyone that worked for him that didn't live with him (since there were less restrictions for that scenario) as he had stated he had to relearn how to cast resin again due to him not having done it in years and most of his posts in 2021 only involved his family or Jessica (who was a family friend staying with them) cleaning out the warehouse for the new bases and shipping orders.
chaos0xomega wrote: Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for.
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
That depends on what you mean. Justin is no longer employed by SWM and doesn't have the power to close the business (according to him, anyway). Justins intent was for the company to be shuttered and the bank would deal with finding a buyer for it to cover debts, etc. US Bank took possession of the company and instead determined that they would continue to sell inventory to cover revolving accounts until they could find the buyer.
At this point Justin declared there never was a contract in the first place and they weren't allowed to do anything. TT quite rightly ignored this as they had a contract in place. That's the crux of where this gets silly: if Justin refuses to acknowledge the contract exists, that means he never formally exercises his right to end it. A rolling contract will generally last until one of the parties gives notice that it is to end. Saying "this contract never existed in the first place" is not notice.
Thats a stretch and doesn't actually match the statements made by either party. TT says Justin said "their agreement does not exist", which is different from "there was never a contract in the first place". What exactly that means or is referring to is left unclear, we are assuming that refers to the rolling 3 month licensing deal for the bases, as opposed to a perhaps more specific "agreement" that was made between both parties in the process of fulfiling the licensing deal. For example TT claims they had an agreement that they wouldn't have to pay Justin for the molds until they broke even on base sales, Justin says "that agreement does not exist" because he doesn't recall any discussion of that previously and its not in writing - thus it is possible for an agreement to not exist without denying the existence of the broader licensing deal, etc. The fact that Justin believes he is owed money by TT would be proof that he never claimed that "there was never a contract in the first place" - because he can't be owed money for something that does not exist, so it seems pretty clear that the existence of a contract at some point is not actually a point of contention in the matter.
We also don't know that he verbatim said "our agreement does not exist" - TT didn't put that bit in quotes, so it could be paraphrased, it could be embellished or exaggerated, etc. A legal letter from Justins lawyer to TT stating "you are in breach of our contractual terms on the basis of non-payment of dues owed upon delivery of goods, as such the terms of the licensing agreement are now null and void" could technically/theoretically be presented as Justin saying "our agreement does not exist" and it wouldn't be too far off of the truth but also not an accurate representation of the situation at hand. This is the typical misrepresentation of the truth that occurs in he-said-she-said situations, so you would do best not to rely too closely on the words of just one party - especially when you are reading in statements that neither party ever claimed to make.
If, hypothetically, the contract had a fairly standard termination clause that triggers automatically on the basis of non-payment, then that would be sufficient grounds for Justin to terminate the contract if TT wasn't making good against SWMs invoice. Going a step further, he may be within his contractual right (depending on the structure of the agreement and usage of standard terms, etc.) to have assessed the two $10,000 payments against the balance owed to him on the shipping invoice instead of applying it to two 3-month terms as TT is claiming - on that basis the term of TTs contract would not have entered into force in the first place, which is another plausible explanation for why Justin believes that TT is in violation of the agreement. The fact of the matter is that we know Justin has retained legal counsel in this matter (based on his requests that TT respond to his attorneys notices), so it seems unlikely that he would have lapsed in fulfilling basic obligations under contract law, such as issuing a formal termination notice - even if he did not do so immediately, at some point in the last 7 months of this dispute it seems reasonable to assume that his attorney would have done so (especially with the implication of Justins statements that TT has ignored prior legal notices and correspondence).
So TT continue to work out the six months they've paid for. By the time they'd be paying for the next batch, the company is undergoing bankruptcy proceedings, and Justin can't work for the business anymore. So TT should be paying SW, but that means SW need to invoice them. But they don't, because again, Justin is claiming there is no contract and never was any contract. So TT aren't being billed. I'd imagine if TT are sensible people they're putting that money aside as they probably will be invoiced for it at some point, assuming they can prove the contract exists.
And until we can resolve it one way or another, the sale can't go through.
The rest of it, timelines etc. aren't relevant because as far as as TT are concerned, they have an ongoing rolling contract to make and sell the bases. And as far as Justin is concerned, they *never* had such a contract. Which means Justin can't exercise the right to end the contract, without conceding that it did exist.
I think I demonstrated fairly handily that neither party has said that Justin claimed that there was "never" an agreement and all the silliness that that line of thinking seems to have entailed on your part. I also explained that it is possible that the 6 month term never entered into force if the contract was structured in such a manner that it terminated upon nonpayment of moneys owed, and that what payments were made by TT could have been reallocated against prior invoices and balances due, fairly standard boilerplate in contracting, etc. So thats two pretty strong arguments that would shoot this explanation down. But I think I also need to point out that - again - TT stated that they would *not* make any further payments to SWM: "At this point Justin was told we would not make additional funds available." Nothing in TTs statements demonstrate an intent to continue to pay for the use of the SWM license beyond that 6 month term, in fact their own statements indicate that they refused to - but its also absent of any mention of them acknowledging that fact or that their license would have thus been limited to a 6 month span of time. That reeeeeeeks of foul play and its a shame that you don't recognize that.
There are more questions that need to be addressed here - did TTs statement to Justin that they wouldn't make further payments come in a legal letter, and was that legal letter notice of termination of the licensing agreement to Justin? If so, then at best their license would have expired after 6 months, assuming that their prior non-payment of dues didn't terminate the contract and prevent their term from coming into force in the first place. If not, and they simply refused to make further payments (which is what they indicated that they did), then that would mean the termination clause kicked in (regardless of whether or not they provided SWM and Justin a legal termination notice) and their contract has no validity any longer. If they attempted to make payments and were refused/weren't invoiced by SWM, etc. then the force of their term would depend on whether they received a termination notice previously - which I am guessing that they did based on the statements made by both parties. Even if TT disagreed with the basis for that termination notice (which may or may not be valid depending on the circumstances of the payment terms, etc.), they should have disputed it in court and followed proper legal proceedings... but they have offered no indication that they made further attempts to pay or that they brought forth a legal dispute against Justin/SWM on that basis, etc. Again the only defense they gave for themselves is that they refused to pay for additional term, no mention that they made future attempts to continue payments at a later date, etc. - their own statement indicates that they did not attempt to continue to pay, and on that basis alone their contract is now over.
So, I have to call bs on your theory. Everything points to TT being the party in breach of contract here - its possible that Justin was a shitheel in the beginning and that he was in the wrong to break/terminate the contract with TT in August, but if thats the case there is a right way and a wrong way for TT to proceed, and all indicators are that TT has moved forward 100% the wrong way.
That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.
Its 100% relevant, as there is only a very narrow legal window in which TT could have not paid for additional term while still being legally in the right in this dispute - and all evidence available points to the idea that they are not fitting through that window, nor are they anywhere close to it.
Again, what they actually said was that they would not pay for more term beyond the 6 months that they already paid for. That is their own statement which I quoted at you earlier. If they can and probably are saying what you believe, then they should have put that in their response, instead of a statement which flies directly in the face of that. It actually requires a beyond impressive logical leap for you to infer that they would be happy to continue paying, when in fact they said directly that they would not.
Alternatively TT were trying to help out a guy in a similar business that they had some sympathy for by entering this arrangement and paying first 3, then 6 months up front, and then rightly got worried at being asked for 9 months up front, given they'd need the company to still be trading to such an agreement to have any benefit.
I have to admit I'm giving the benefit of the doubt to the company that gave a guy $10K three months earlier than they needed to for no good business reason rather than the guy who spunked $50K of Kickstarter funds up the wall.
Yes, I'm sure they are such kind big-hearted people that just cough up tens of thousands of dollars on a whim to help out another business for no reason other other than sympathy and kindness. There couldn't have possibly have been anything in it for them, no-sir, no motive whatsoever in which this business arrangement may have been advantageous to them. Nope. None.
I get that you're giving benefit of the doubt to one side here, but in the process of doing so you've actually read in inferences and ideas that are completely counterfactual and fly in the face of the statements actually made. You insist upon the idea that Justin claims that there was "never" a contract, yet he never actually says that, nor does TT ever actually accuse him of saying that. You insist upon the idea that TT is attempting to continue paying, etc. but per Justins own statement TT has refused to make payments due, which is consistent with TTs own statement that they refused to send more funds to SWM. Theres a fine line between giving the benefit of the doubt to someone and making up gak wholesale to try to excuse them.
Not sure if intentional but the switch from TTC to TT here is a little confusing.
Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.
Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?
The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.
The switch between TT/TTC is intentional. Per Justins statements his agreement was with Troll Trader (TT), not Tabletop Combat (TTC). I still need to reference TTC though because TTC has the post dated to 2019 about a partnership with SWM, as well as the more recent post from the last couple weeks offering TT/TTCs side of the story. I tried to limit the use of "TTC" to when I am referencing one of those two posts, and TT when speaking more generally for the purposes of clarity as to what I was referring to, but I can understand why its confusing and might not be as helpful.
Indeed. Regardless of how we interpret the TT statement, SW claims still seem to make little sense, beyond "All money gone. Pandemic etc. Kickstarter moneys disappear. They're stealing our stuff. Money gone, send money".
SWM never claimed to be in bankruptcy proceedings, they said they defaulted on debts owed to their lender, which is "bankruptcy" in the colloquial sense but not in the technical legal sense. Most of what they said makes sense enough and TTs own statements indirectly corroborate their claims.
Could all this just come down to TTC thinking they can sell what they made during the contract period until the stock runs down (and indeed might have given very large numbers for stock safe int he knowledge they could make more and who would know), and the IP being considered worthless if they have stated stock levels that will last until the apocalypse?
The contract terms *should* stipulate one way or another whether this is allowed, as its fairly boilerplate in licensing agreements (usually to destroy inventory at the conclusion of the license term, it would be unusal for a contract to allow continued sales post-term as it allows them to "make more and nobody would know" as you indicated). If this is what TT has done (produce a ton of bases to conintinue selling but its allowed by the terms of the agreement, then TT is in the clear and Justin screwed up bigly, though it speaks to malfeasance on TTs part if they knowingly overproduced bases for 6 months knowing that they would lose the license but have enough inventory to last several years. Rather than "helping out a guy" as dean argued, it would point to the idea that they were intentionally trying to screw him over and take advantage of him.
Still, you would think it would be a fairly cut and dry situation then from TTs standpoint, their response would have been "we are selling bases that were manufactured during the time period that the contracts term was in effect" rather than "Justin asked us for more money and we said no and now we are doing things because reasons".
Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).
Yep, which is another reason I question TTs side of the story here - those numbers don't make sense to me and I struggle to see how this was profitable to them. Its possible both SWM and TT cut a bad deal and neither of them realized it until it was too late and everything imploded as they both tried to weasel out of it at the same time hoping the other wouldn't realize how screwed they were, etc. Or its possible that TT is misrepresenting the facts and that those $10k payments weren't for term but for delivery of the master molds/product as Justin seems to imply.
Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).
Certainly it was like this in the UK, I don't see why it would be different in the USA?
It increased sales volume, yes, but it created a shipping crisis that made it difficult if not impossible for many businesses to acquire inventory, and those that could were paying exhorbitantly higher costs. While Justin may have been seeing more demand it doesn't mean that inventory was there to satisfy it or that his margins were enough to cover all of his costs. In many cases for smaller businesses with average to sub-par accounting, the cost impact of the pandemic created persistent problems because not all of that cost hit businesses at once, they may have determined their margins were enough or even hiked prices a bit and sold down inventory expecting to cover all their bills, only to discover that additional cost hits landed on them after they had already sold through everything that put them into the red. As equally likely is the idea that businesses sold through inventory and thought the margin would be enough to cover reorders, only to discover that the reorder cost had increased 20-50% (or more) and their profit off previous sales wouldn't cover the minimum size of a re-order (or just require them to cut their order size in half, etc.).
In general, for most of the pandemic retailers and consumer-facing businesses in the hobby industry didn't really feel much pain because they were insulated from the hit by manufacturers who absorbed absorbed cost increases or found other ways to manage the financial burden without passing it down to retailers or their customers, but that doesn't mean the pain wasn't there. I have first-hand knowledge of what was going on behind the scenes at several major hobby board game publishers and hobby manufacturers - the financial stress caused by the pandemic was very very real to them. SWM is partly consumer facing, but its still mostly a "back end" type enterprise. I can't speak to what their exact situation was, not sure if they raised prices through the pandemic or not, etc. (as I said, never really dealt with them before), but given they seem to mostly sell products that they produced themselves (or outsourced production of as the case may be), I would imagine that they were feeling the pandemic much more acutely than retailers were, as they didn't have middle-men in the supply chain insulating them from cost increases - rather SWM was the type of business that would be the one absorbing the cost increase on behalf of retailers if he didn't make the decision to pass on the costs.
This doesn't even begin to cover the impact that would result from business shutdowns from lockdown/mandatory state at home orders, lost productivity resulting from the need to socially distance that might result in decreased opeating efficiency, issues distributing his own products out to retailers due to container shortages, etc.
***
For the record, I feel like I need to state this: I am not an SWM fanboy and have basically never purchased SWM products with the sole exception of about $50 worth of resin bits for a conversion I made about 5 years ago, while it was sold on their site I am not actually sure they are the designers/manufacturers of it. On the contrary I have purchased thousands of dollars of product from TTC, including a small order I placed with them as recently as 3 days ago (what can I say, they make nice stuff). That being said, TTs side of the story doesn't actually serve as basis of explanation or justification for their actions or articulate a clear defense for why they believe themselves to be in the right. It simply slings some mud at Justin while attempting to cover themselves in a woe is me sob story about how much money they spent. I understand that when legal matters are involved there are limits to what can or should be disclosed publicly, etc. but while Justins statement looks like something that was reviewed and edited by a lawyer in that it uses a lot of words to tell us nothing of substance, TTs statement goes into more detail than I am used to seeing in situations like this in an attempt to offer what I assume to be a defense (albeit a woefully incomplete one) which in reality only serves to raise more questions, some of which imply direct wrongdoing on their part.
That is why I it appears that I am defending SWM and attacking TT on this.
Undead_Love-Machine wrote: Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).
Certainly it was like this in the UK, I don't see why it would be different in the USA?
Secret Weapon is based out of California and was forced to be shut down for a good amount of the pandemic by the State Government due to the type of business it was (California was one of the strictest here in the US). And during the times he could be open they could only be 1-2 people working at a time. Seams like Justing had to furlo/layoff everyone that worked for him that didn't live with him (since there were less restrictions for that scenario) as he had stated he had to relearn how to cast resin again due to him not having done it in years and most of his posts in 2021 only involved his family or Jessica (who was a family friend staying with them) cleaning out the warehouse for the new bases and shipping orders.
Not sure if intentional but the switch from TTC to TT here is a little confusing.
Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.
Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?
The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.
The switch between TT/TTC is intentional. Per Justins statements his agreement was with Troll Trader (TT), not Tabletop Combat (TTC). I still need to reference TTC though because TTC has the post dated to 2019 about a partnership with SWM, as well as the more recent post from the last couple weeks offering TT/TTCs side of the story. I tried to limit the use of "TTC" to when I am referencing one of those two posts, and TT when speaking more generally for the purposes of clarity as to what I was referring to, but I can understand why its confusing and might not be as helpful.
So you are entirely taking SW side then? Because you are saying him saying the agreement was with TT was correct even though everything from TTC side was that the agreement was with TTC.
Given that TTC are the one of the three businesses that deal with production of product, and TT is just a retail shop it would seem VERY unlikely that the agreement would be with TT and not with TTC. Not impossible I admit, by why sign the contract with your retail business to produce resin products when you have an entire business setup already that does exactly that?
I don't know enough of the agreement to say who is right and wrong here - but given the occums razor I'd say the agreement was with TTC and not TT.
All I'm saying is that it's likely that both sides think they are right, rather than one side knowingly doing what is wrong.
The fact that SW think they had an agreement with TT could be what it boils down to.
SW believe they agreed with TT to produce and sell bases for 6 months, that's now passed and TT are still selling bases - so they are in the wrong.
TTC believe the contract was with them - they produced several years inventory in 6.months then sold that to either KD or directly to TT, who can now take as long to sell as they wish as the bought from the licenced producer whilst they had the licence to sell them.
Why would this affect the IP sale? If I wanted to buy the IP I'd be worried to hear that a large stockpile of the product already exists in one of my larger markets and that I'll never see a penny for that - if I even ever did go ahead it'd be at a massively reduced value.
That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.
Its 100% relevant, as there is only a very narrow legal window in which TT could have not paid for additional term while still being legally in the right in this dispute - and all evidence available points to the idea that they are not fitting through that window, nor are they anywhere close to it.
Okay - to say that you must have seen the contract (and I have suspicions about who you might be) - care to share?
Thinking about it further there is another reason to believe that the deal was with TTC and not TT and that's simply the cost and number of units that would be involved to recoup their $10,000 cost.
Let's do the numbers, and I'll try work these in SW favour just to prove the point.
We know that TTC paid $10,000 for 3 months licence, working to SW favour lets say that's 93 days. They also claim to have paid £15,000 to make the molds - but lets discount that and say they gambled that the deal might last years and over that time the per unit cost would be close to zero.
The current exchange rate is 0.83, so $10,000 is roughly £8,300.
To simply make back their licence cost then (and we'll assume TTC did this to help save SW and not to make any profit themselves) they need to make £89.25 per day (£8,300 / 93)
We know that they sell packs of bases for £9 each at TT (https://thetrolltrader.com/search?type=product%2Carticle%2Cpage&q=secret+weapon). I'll admit that I have no idea of what the cost to produce these is so lets again work in SW favour and say after materials, labour, storage and distribution 75% of this price is profit.
This gives a profit per pack of bases at 9*0.75 = £6.75
So to draw even each day TT need to sell 13.22 packs per day (89.25/6.75) and they would need to do this per day, every day for 3 months - then they decided to make this 6 months before even selling a single product.
It seem highly unlikely that TT, a single retail store, would be able to maintain this level of sales for a single range of products.
TTC however, who sell the products they make to distribution companies throughout Europe to be sold in 1000's of FLGS probably would do this without too much problem
Given that it also just makes sense to place the PRODUCTION of licenced resin products with your company that handles production of resin products, and not your company that deals with retail sales, then I have to side with TTC and say the licence was held by them and not TT, even if SW have misunderstood this fact. Note I'm only saying who the agreement logically was with - without significant more details we cannot make any assumptions to who is actually in the right.
The_Real_Chris wrote: My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.
I'm annoyed at this as well, but I don't believe it to be his fault. He and the manufacturing plant in china got into a debate over the ownership of the tile moulds and it ended up being only the KS pledges plus a very limited amount of extras ever being produced. That was a proper blow to him I feel, as he's the only other company I'm aware of to challenge GW on the plastic game board front. And given the quality and price of them, they really could have been a top seller once they became more widely available.
Let's not forget the devastating impact neoprene mats had on the plastic game board market.
I think I demonstrated fairly handily that neither party has said that Justin claimed that there was "never" an agreement and all the silliness that that line of thinking seems to have entailed on your part.
In response to this Justin said (again) that he was closing the company and that our agreement does not exist.
Look, you're bending over backwards to find a way that Justin could be in the right on this for whatever reason, and yeah, if the contract was written in a certain way, and terminated in a certain way, your version of events could be what happened.
Equally if the agreement was written in a different way and Justin just stopped invoicing instead of actually terminating it, I could be right. Or y'know, any of the other scenarios people have floated around as to what might have happened involving no bad faith on TT's part.
I do appreciate you theorycrafting out the possible scenario where Justin is the victim here. It's an interesting possibility. But you're arguing with a passion and certainty that goes well beyond that and refusing to accept that others might have it right also. You seem to think your explanation is the *only* possible one - and that's only possible if you're privvy to more information than the rest of us.
deano2099 wrote: But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
Secret Weapon does not appear to be going through any bankruptcy proceedings.
In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov
I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.
PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?
Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.
Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.
Nah.
Bankruptcy means more than not being able to pay your bills. It's an attempt to discharge debt by selling whatever assets exist to pay Creditors. A court decides if this can happen and the terms.
Proceedings means a hearing before an administrative body (usually a court.) Bankruptcy proceedings are a matter of public record.
Show me the records. There don't appear to be any, therefore there doesn't appear to be a bankruptcy. Neither SW or TTC has claimed there is a bankruptcy going on. The only thing SW has said is the bank seized their assets and the CEO plans to wind down the business.
The difference matters. If SW went through a Chapter 7, all of their assets would be liquidated. TCC could petition to file as a Creditor and make a case to a Judge as to how debts should be settled. At the end of the day, SW would no longer exist and any IP would be sold off to satisfy any Creditors.
That's not what's happening here. SW doesn't appear to have enough money to continue operations and has defaulted on a loan from the bank. The bank has seized their assets and will attempt to sell them. I'm not clear on whether TTC's attempt to register as a Creditor carries any water, it implies they will sue the bank if they don't receive the IP. The bank could respond to this a lot of different ways, but most likely doesn't care. Legal action costs money, the actual value of the IP is likely less than the cost of a lawsuit to recover it (which would be in the six figures,) and the odds of prevailing against the bank's lawyers is low. The bank only cares about getting as much of it's money back as possible.
So instead of a proceeding where TTC could claim rights, they are dealing with a profit-making entity solely concerned with recovering a debt owed to it. Big difference in terms of what to expect.
deano2099 wrote: But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.
Secret Weapon does not appear to be going through any bankruptcy proceedings.
In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov
I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.
PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?
Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.
Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.
Nah.
You're probably right, you know better what I meant to say than I did.
(There's some weird people on here, I swear some would argue with a brick wall)
You're probably right, you know better what I meant to say than I did.
(There's some weird people on here, I swear some would argue with a brick wall)
Kind of. I keep saying the distinction matters because it has implications for what happens next.
If SW choose to go through bankruptcy, it would cease to exist after assets have been liquidated. Chapter 7 means the business is dissolved and there's consequences for anyone trying to do anything with it after the dissolution.
If SW is able to settle it's debt to the bank after selling assets, it can continue as a business. Maybe not in the form we've known it, maybe not doing direct sales of finished products. But the company could continue operating, reorganize, restructure, etc.
SW has brand recognition for high-quality miniature products. One possible outcome is the new company licenses designs to other manufacturers to sell under the brand name. They could even approach TTC with an offer to just use their licensed IP.
That can't happen under a bankruptcy, hiding assets is a serious offense and would leave officers exposed to all kinds of liability. That can happen if the bank doesn't think "the IP" is worth the effort to try and sell, SW would retain it and there's nothing stopping them from licensing it out. It's possible a licensing agreement would be more profitable than production of finished products ever was.
It's unclear to me what's meant by "the IP" and if this means digital files, brand name, molds for casting bases, or something else entirely. Also, it's a little strange for TTC to register as a Creditor through a letter to the bank. While I'm certain there's a legal significance outside bankruptcy I'm unaware of, I'm equally certain it would be cheaper to buy out the IP from the bank as part of an asset sale than it would be to hire a lawyer to prosecute claims.
Stranger83 wrote: So you are entirely taking SW side then? Because you are saying him saying the agreement was with TT was correct even though everything from TTC side was that the agreement was with TTC.
Given that TTC are the one of the three businesses that deal with production of product, and TT is just a retail shop it would seem VERY unlikely that the agreement would be with TT and not with TTC. Not impossible I admit, by why sign the contract with your retail business to produce resin products when you have an entire business setup already that does exactly that?
I don't know enough of the agreement to say who is right and wrong here - but given the occums razor I'd say the agreement was with TTC and not TT.
All of this is wholly 100% irrelevant. What I will say is that my orders from TTC always come in shipments registered to Troll Trader rather than TTC, and that TTCs business address is likewise registered to Troll Trader rather than TTC, and that Troll Trader is currently selling SWM bases rather than TTC, and the announcement dated back to November was posted by Troll Trader rather than TTC. I will also say that the consumer facing name of a business is often not the legal entity name of the business - in the case of my own business, the name I trade under is different from the name that the business is registered with the state under - in NJ this requires me to file a dba ("doing business as") so that the state has a registration of my trading name, but that isn't true in many other parts of the country, and presumably also possibly not true in the UK, etc.
While everyone prattles on about how there are three businesses involved between Kingsley, TTC, and TT, that doesn't automatically mean there are three distinct legal entities involved. TT and TTC can both be operating under the same legal entity but with two different websites, etc. - all signs indicate that this is in fact the case based on what I indicated here. Nowhere in the posts on this topic made by TT/TTC can I find any indicator as to what legal entity SWM entered into a contract with, so if your "gotcha" here is some sort of attempt to paint Justin as a liar because hes claiming the contract was with TT but TTC is saying otherwise, I think you failed.
Okay - to say that you must have seen the contract (and I have suspicions about who you might be) - care to share?
??? lol, you think I'm Justin? swing and a miss bud. I had never even heard the name "Justin McCoy" before I wandered into this thread a couple weeks ago. Also if you notice, I'm on the opposite side of the US, several thousand miles away from where SWM is located and Justin presumably lives. I'm just some dude on the internet who grew up in a household with an IP and contract lawyer and briefly flirted with the idea of following suit. I never said I have seen the contract, but much of these contracts are often "boilerplate" terms that are copy/pasted ad infinitum with very minor variations. Its possible Justin and TT agreed to different terms - but unlikely (with the caveat that when it comes to business entities operating in two different jurisdictions, i.e. the US and the UK, things get a little more complicated), even if they did there are certain limits and controls that exist on what can and can't be done in the terms of a contractual agreement and there are precedents about how courts will rule in the case of certain disputes, at least as far as the US is concerned, in order to control fraud and abuse, etc. Thus, its fairly straightforward to get a sense of where certain arguments and defenses might fall flat or be unlikely explainers of the situation. More importantly though is the flimsiness of TTs own statements in defense of themselves - you don't need to be a lawyer to spot the huge gaping holes in their explanation, and I think anyone accepting it fully at face value or without questioning the logic gaps there is either picking favorites or extremely gullible.
I'll admit that I have no idea of what the cost to produce these is so lets again work in SW favour and say after materials, labour, storage and distribution 75% of this price is profit.
From my own resin casting experience, I would say you are being extremely generous. Costs in the UK vs US will differ, and I never operated anywhere near the scale of SWM or TT, but the margins for a product like this will be closer to 40-50% at the upper end based on labor and materials alone.
TTC however, who sell the products they make to distribution companies throughout Europe to be sold in 1000's of FLGS probably would do this without too much problem
How often do you encounter resin bases on store shelves on that side of the pond? Personally, in my twenty or so years in the hobby I've only ever come across one FLGS that carried bases, it was a very limited range (maybe 3-4 dozen packs at most) from micro art studios and they eventually discontinued stocking them over a decade ago because nobody bought them. I think its a very niche product that only very few stores - mainly those with a robust online presence or otherwise no real clue what they are doing - would be interested in stocking, mainly because to supply a customer properly you need to carry a very large number of SKUs that cover all the possible base sizes that someone might need for their army in any given style - and on top of that there are so many different base styles from so many different manufacturers that you need to dedicated a huge amount of space (not to mention capital) in order to sufficiently carry enough product that you might have what a customer is looking for.
As someone else said, the resin bases business is one thats being supplanted by 3d printing, I just don't see TT managing that level of sales on it.
I think I demonstrated fairly handily that neither party has said that Justin claimed that there was "never" an agreement and all the silliness that that line of thinking seems to have entailed on your part.
In response to this Justin said (again) that he was closing the company and that our agreement does not exist.
I'm still not seeing the word "never". Theres no indication that this is literally/verbatim what Justin said, a null and void contract does in fact no longer exist, etc. etc. etc. You're reading way way way to much into this.
Look, you're bending over backwards to find a way that Justin could be in the right on this for whatever reason, and yeah, if the contract was written in a certain way, and terminated in a certain way, your version of events could be what happened.
Equally if the agreement was written in a different way and Justin just stopped invoicing instead of actually terminating it, I could be right. Or y'know, any of the other scenarios people have floated around as to what might have happened involving no bad faith on TT's part.
The thing is, as I already stated, the vast majority of contracts of this nature are written in certain ways with certain standard terms, etc. with only certain limitations in areas that generally wouldn't impact this discussion too much (at least not meaningfully). There are also certain legal standards and precedents as to how things are interpreted, how things are done, what can be done, etc. (you cannot, for example, in the US agree to a contract in which you perform uncompensated labor on behalf of a for-profit entity or an individual, only for a registered 501c charity, otherwise it would enable the option for contract slavery - though courts have stretched the definition of what constitutes compensation in order to allow for unpaid internships compensated by way of education and experience). If TT/SWMs contract deviated from those contracting standards, then basically shame on them (and their lawyers if they had any review the terms) - those standards exist for a reason in order to protect both parties from these types of situations, etc. Once you start tinkering with those terms and deviating from them you open the door for shenanigans.
Theres also, once more, the simple fact of taking statements at face value - TT made no indication that they attempted to continue to pay for further term, no indication that Justin refused to invoice them so that they couldn't pay, etc. Rather they state very clearly that *they* refused to pay for anything further. Likewise Justin states very clearly that he has outstanding invoices that TT owes him payment for. Arguably, depending on the exact circumstances of how Justins communication to TT went down with regards to him stating their agreement does not exist, we have an indication that he *did* terminate the contract and provide TT notice thereof. Any argument predicated on the idea that he did not or that TT has attempted to continue to pay, etc. etc. etc. falls flat in the face of TTs own statements. Further, TTs own statements leave very little room for anything other than bad faith - its possible they provided an incomplete accounting of the situation and there is far more going on than they have let on, but if thats the case they chose to defend themselves in the weakest way possible (albeit one which seems geared towards winning in the court of public opinion) rather than providing information which makes clear the conditions under which they are operating under today. Their statements essentially only justify their actions up to the close of the 6 month term, a time period which expired at least 6-7 months ago, if not longer. They do not justify or explain how or why they are continuing to sell (and presumably manufacture) bases beyond the point that the term of their contract (per their own admission) ended.
I do appreciate you theorycrafting out the possible scenario where Justin is the victim here. It's an interesting possibility. But you're arguing with a passion and certainty that goes well beyond that and refusing to accept that others might have it right also. You seem to think your explanation is the *only* possible one - and that's only possible if you're privvy to more information than the rest of us.
I *AM* privvy to more information than (most of) the rest of you:
-I own my own business in the tabletop industry.
-I have drafted and signed contracts to perform work for others and have work performed by others on my behalf, as well as to license my work to others and license work from others in relation to my business.
-I and my significant other both work/have worked for other businesses within the tabletop industry, including major publishers that you've definitely heard of and probably own products from, as well as working on licensed properties and directly with licensors (including licensors you have absolutely heard of and definitely own products form if you are on this board) to review and approve licensed items for compliance with terms of license, etc. And I've done this with and for entities both much larger and much smaller than either TT or SWM.
-Again, my father is a moderately successful IP and contract lawyer, growing up I was informally his assistant/unofficial intern on a number of cases he tried, etc. and I learned a lot from him. He also helps me draft and review contracts and acts as my attorney, etc.
So, the information I am privvy to is what is called "professional experience". The reason I am arguing "passionately" against a lot of the theories you and certain others are putting out is because many of those theories are overwhelmingly non-sensical or unrealistic/not how the real world works, and I'm the kind of person that gets hot and bothered about that sort of thing and struggles to just let it go/be quiet about it lol.
The only other person posting regularly in this thread that I can say that appears to reliably know exactly what they are talking about is techsoldaten.
Speaking of:
Also, it's a little strange for TTC to register as a Creditor through a letter to the bank. While I'm certain there's a legal significance outside bankruptcy I'm unaware of, I'm equally certain it would be cheaper to buy out the IP from the bank as part of an asset sale than it would be to hire a lawyer to prosecute claims.
Yes, this strikes me as odd as well and doesn't really jive with the other information being presented by either party. It sounds a lot like TT is trying to make some sort of play for SWMs assets, but they have presented no basis or justification for why they have any sort of right or entitlement to do so (which really serves to make them seem like a bad actor). My sense is that when they "reviewed the books" on SWM (another somewhat irregular move) they found something in SWMs accounting (presumably that it shows that SWM owes TT money rather than the other way around) that leads them to believe that they can take either part of or the whole business at a lower cost than it would take them to just buy it through legitimate channels.
Just a minor thing to touch on again: the term "bankruptcy" shouldn't be tossed about willy-nilly when we're talking about legalities involving ownership.
If I default on my car loan, the bank seizes my car, but that doesn't mean I'm "going through some kind of bankruptcy". I may, in fact, be wealthy as feth and be Scrooge McDuck diving into a silo of cash every morning, but for some reason didn't pay that loan. But due to that default, the bank now owns that car and I do not.
That is not bankruptcy.
I know people like to throw words around and just go back and say "well you know what I meant", but sometimes the terminology matters, and when we're talking legalities, it matters a lot. There's a reason legal documents look like lorem ipsum to non-lawyers, and it's not because they just loooooove typing.
*just wanted to chime in as a dude on the internet who gets more annoyed every year by people increasingly not using correct terminology.
Stranger83 wrote: So you are entirely taking SW side then? Because you are saying him saying the agreement was with TT was correct even though everything from TTC side was that the agreement was with TTC.
Given that TTC are the one of the three businesses that deal with production of product, and TT is just a retail shop it would seem VERY unlikely that the agreement would be with TT and not with TTC. Not impossible I admit, by why sign the contract with your retail business to produce resin products when you have an entire business setup already that does exactly that?
I don't know enough of the agreement to say who is right and wrong here - but given the occums razor I'd say the agreement was with TTC and not TT.
All of this is wholly 100% irrelevant. What I will say is that my orders from TTC always come in shipments registered to Troll Trader rather than TTC, and that TTCs business address is likewise registered to Troll Trader rather than TTC, and that Troll Trader is currently selling SWM bases rather than TTC, and the announcement dated back to November was posted by Troll Trader rather than TTC. I will also say that the consumer facing name of a business is often not the legal entity name of the business - in the case of my own business, the name I trade under is different from the name that the business is registered with the state under - in NJ this requires me to file a dba ("doing business as") so that the state has a registration of my trading name, but that isn't true in many other parts of the country, and presumably also possibly not true in the UK, etc.
While everyone prattles on about how there are three businesses involved between Kingsley, TTC, and TT, that doesn't automatically mean there are three distinct legal entities involved. TT and TTC can both be operating under the same legal entity but with two different websites, etc. - all signs indicate that this is in fact the case based on what I indicated here. Nowhere in the posts on this topic made by TT/TTC can I find any indicator as to what legal entity SWM entered into a contract with, so if your "gotcha" here is some sort of attempt to paint Justin as a liar because hes claiming the contract was with TT but TTC is saying otherwise, I think you failed.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
And at no point have I mentioned that Justin is a liar - in fact I have repeatedly said that this is likely a misunderstanding, probably even around the difference between TTC and TT that you are making - although without more details of the contract we cannot be sure.
However, on the balance of the evidence, and probablity the agreement to produce bases was probably with TTC, and not TT like Justin may well believe.
In response to this Justin said (again) that he was closing the company and that our agreement does not exist.
I'm still not seeing the word "never". Theres no indication that this is literally/verbatim what Justin said, a null and void contract does in fact no longer exist, etc. etc. etc. You're reading way way way to much into this.
That's possible for sure. It's not watertight.
But it's the same thing with:
At this point Justin was told we would not make additional funds available.
That's in direct relation to Justin asking for another three months in advance, a third payment before the period even covered by the first. It also doesn't say "never". The remaining payments would have been due after Justin's company was acquired by US Bank because they defaulted on their terms, and as Justin isn't allowed to do work for the company, he's not even going to know if SW have invoiced TT or TT have paid those invoices.
You're reading just as much into that statement as I am the "agreement does not exist" one.
The the rest of your argument is predicated on what the standard terms for a US licensing contract are, when this is an agreement between a UK and US company. I would imagine TT drew up the contract, being they basically had Justin over a barrel so could pretty much ask for whatever they wanted.
I'm curious what you think the reasoning for TT paying the extra 10K three months before they needed to was? If they're operating in bad faith, why would they do that voluntarily?
Stranger83 wrote: So you are entirely taking SW side then? Because you are saying him saying the agreement was with TT was correct even though everything from TTC side was that the agreement was with TTC.
Given that TTC are the one of the three businesses that deal with production of product, and TT is just a retail shop it would seem VERY unlikely that the agreement would be with TT and not with TTC. Not impossible I admit, by why sign the contract with your retail business to produce resin products when you have an entire business setup already that does exactly that?
I don't know enough of the agreement to say who is right and wrong here - but given the occums razor I'd say the agreement was with TTC and not TT.
All of this is wholly 100% irrelevant. What I will say is that my orders from TTC always come in shipments registered to Troll Trader rather than TTC, and that TTCs business address is likewise registered to Troll Trader rather than TTC, and that Troll Trader is currently selling SWM bases rather than TTC, and the announcement dated back to November was posted by Troll Trader rather than TTC. I will also say that the consumer facing name of a business is often not the legal entity name of the business - in the case of my own business, the name I trade under is different from the name that the business is registered with the state under - in NJ this requires me to file a dba ("doing business as") so that the state has a registration of my trading name, but that isn't true in many other parts of the country, and presumably also possibly not true in the UK, etc.
While everyone prattles on about how there are three businesses involved between Kingsley, TTC, and TT, that doesn't automatically mean there are three distinct legal entities involved. TT and TTC can both be operating under the same legal entity but with two different websites, etc. - all signs indicate that this is in fact the case based on what I indicated here. Nowhere in the posts on this topic made by TT/TTC can I find any indicator as to what legal entity SWM entered into a contract with, so if your "gotcha" here is some sort of attempt to paint Justin as a liar because hes claiming the contract was with TT but TTC is saying otherwise, I think you failed.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
And at no point have I mentioned that Justin is a liar - in fact I have repeatedly said that this is likely a misunderstanding, probably even around the difference between TTC and TT that you are making - although without more details of the contract we cannot be sure.
However, on the balance of the evidence, and probablity the agreement to produce bases was probably with TTC, and not TT like Justin may well believe.
From my own resin casting experience, I would say you are being extremely generous. Costs in the UK vs US will differ, and I never operated anywhere near the scale of SWM or TT, but the margins for a product like this will be closer to 40-50% at the upper end based on labor and materials alone.
Good to know - but if anything this makes it even more likely that the deal was with TTC and not TT - if selling 13 packs a day from a single store was unlikey (and you even agree to that yourself) then selling 20 per day is even more unlikely.
How often do you encounter resin bases on store shelves on that side of the pond? Personally, in my twenty or so years in the hobby I've only ever come across one FLGS that carried bases, it was a very limited range (maybe 3-4 dozen packs at most) from micro art studios and they eventually discontinued stocking them over a decade ago because nobody bought them. I think its a very niche product that only very few stores - mainly those with a robust online presence or otherwise no real clue what they are doing - would be interested in stocking, mainly because to supply a customer properly you need to carry a very large number of SKUs that cover all the possible base sizes that someone might need for their army in any given style - and on top of that there are so many different base styles from so many different manufacturers that you need to dedicated a huge amount of space (not to mention capital) in order to sufficiently carry enough product that you might have what a customer is looking for.
As someone else said, the resin bases business is one thats being supplanted by 3d printing, I just don't see TT managing that level of sales on it.
Pretty often, I don't think I've seen a FLGS in the UK that hasn't had SOME resn bases in - it's not a huge range and usually limited to a single manufacturer - but they definately stock them.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
Also, please check before you post - the announcement in November 2019 you keep mentioning was posted by TTC - not Troll Trader. https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
Which is irrelevant, because if you bothered to look in any detail on Companies House you would find that TTC is a wholly owned subsidiary (at least in US legal terms) of TT (specifically Troll Trader (Holdings)) as well as being the relevant legal entity in control of TTC. Check the incorporation document here: https://find-and-update.company-information.service.gov.uk/company/11909386/filing-history
Page 4 indicates 1 share of the company exists
Page 5 indicates that 1 share is owned by Troll Trader Ltd
Page 7 indicates Troll Trader Ltd is the RLE (Relevant Legal Entity) that acts as the PSC (Person of Significant Control) for the company.
If you check the Notifications dated 7 April 2020 and 8 April 2020 you will find that the RLE was changed from "Troll Trader Ltd" to "Troll Trader (Holdings)" which appears to be the parent company that owns both Troll Trader and TTCombat (and probably also Kingsley, but I didn't bother to check as it is not relevant).
Thus Troll Trader (Holdings) is the legal entity in control of both Troll Trader and TTCombat. While all these companies are technically distinct legal entities in and of themselves, their internal inter-relationship legally allows for some internal cross-functionality, etc. Depending on how the companies in question are structured and operate, then its not out of the question (in fact, it makes the most sense) for Justins contract to have been with Troll Trader (Holdings, rather than Ltd), who in turn sub-contract production, sales, and distribution to TTCombat, Troll Trader, and/or Kingsley as needed.
If Justin did make a contract with the "wrong company", then the confusion would likely be between Troll Trader Holdings vs Troll Trader Ltd, rather than between Troll Trader and TTC, but I struggle to imagine a scenario in which such a distinction becomes legally relevant in this case, as only one of those two entities has the potential gearing for production (Troll Trader Holdings, which owns TTCombat). It seems more rational to conclude that Justin is being straightforward and truthful in his statement that entered into a contract with Troll Trader, because the contract would clearly state the name of the legal entity into which the agreement is being entered into with - if the contract was with TTCombat than the contract would say so, if its with Troll Trader then it would likewise say so, its very hard to be "confused" about who you are inking a legally binding agreement with. Regardless of which Troll Trader he partnered with though, he would have had to have had the knowledge that TTC would be responsible for production and TT (Ltd) for sales and/or distribution, etc. as neither TT Holdings nor TT Ltd have direct means for production themselves. However that specifically shakes out doesn't entirely matter in any case, I don't think.
There is a possibility that through legal loopholes TT was able to play the dishonest shell game you have suggested (i.e. TTC producing bases to the last possible minute and then transferring them to TT for sale), but only if the contract doesn't stipulate the subcontracted partners in the terms, otherwise they would all be beholden to the same terms as that of the agreement itself (i.e. the fairly standard destruction upon termination clause that I assume would have - and should have - been included). If the various subsidiaries/production partners, etc. involved in this aren't so named though - then shame on Justin and his lawyer going into an agreement with what is basically a multi-armed conglomerate without some basic due diligence and fairly standard protective clauses to guard against it. In other words, its the difference of Justin contracted with TT Holdings and their subsidiaries - in which case the agreement applies equally to all of them and thus any licensed materials in the possession of any of those entities would need to be destroyed - or only with TT Holdings itself, who independently subcontracted TTC for production and TT Ltd for sale - in which case TT Holdings could argue that they sold the inventory to TT Ltd and that TT Ltd is therefore not beholden to those terms, no moreso than you or I would be if we bought the bases from them instead. HOWEVER, there is existing legal precedent in US case law (and I assume in the UK) that indicates that would not be a valid legal defense as the various entities are all subsidiaries of the contracted entity and therefore such activity would be something akin to self-dealing, etc. and would otherwise open up avenues for businesses to very easily commit fraud, etc. for what should be fairly obvious reasons. Even transferring the inventory out of the TT umbrella and then purchasing it back wouldn't necessarily circumvent contractual limitations depending on wording and structure, and likely also would not pass muster in court.
Anyway, your argument that Justin made a contract with the wrong legal entity is interesting but not very well grounded. There is every reason to believe that Justins statement that he entered into a contract with Troll Trader is accurate - just not necessarily the Troll Trader you are thinking of. In any case TT(C) has declined to mention any possible such arrangement wherein they produced the bases while they were under term and ceased to do so upon expiry of it - this would be a definitive statement of absolution of wrongdoing and the kind of thing I would expect someone to say if they were actually trying to clear themselves, so if thats the case its surprising that they would not state as such, unless it falls into a grey area in a poorly formulated non-standard contract (again, shame on them both) and they are trying to avoid giving SWM more legal ammo.
But it's the same thing with:
At this point Justin was told we would not make additional funds available.
That's in direct relation to Justin asking for another three months in advance, a third payment before the period even covered by the first. It also doesn't say "never". The remaining payments would have been due after Justin's company was acquired by US Bank because they defaulted on their terms, and as Justin isn't allowed to do work for the company, he's not even going to know if SW have invoiced TT or TT have paid those invoices.
You're reading just as much into that statement as I am the "agreement does not exist" one.
Problem with this is that TT at no point claims to have made further payments, attempted or otherwise, and in fact directly states that they have inquired with USBank regarding SWMs status and have not been able to confirm that USBank has taken control (which makes sense within the context of privacy and confidentiality laws, etc.) - ergo it is impossible for TT to have made payments to USBank. While its possible that SWM has been invoicing TT and TT has been dutifully paying, TT doesn't indicate this, and Justins own post would indicate that this is not the case, as he indicates that TT has refused to make payments due and that he and US Bank in conjunction are struggling to resolve the dispute or find a buyer, etc. On that bsais, it seems like either he or US Bank would therefore be privy to whether or not TT was continuing to be invoiced or make payments, otherwise this wouldn't be an issue.
Once again, theory unsupported by the public record and some basic logic.
The the rest of your argument is predicated on what the standard terms for a US licensing contract are, when this is an agreement between a UK and US company. I would imagine TT drew up the contract, being they basically had Justin over a barrel so could pretty much ask for whatever they wanted.
From experience international terms don't generally differ that dramatically from domestic ones. I've never done a licensing agreement or any other contract with someone in the UK, but I have done them with companies based in Australia and New Zealand. Given the similarities in the legal systems of Commonwealth nations I can't imagine there would be any big surprise gotchas here specific to the UK - who drew up the contract would not matter much in that sense, what would matter is if the contract followed what are essentially internationally recognized business norms (i.e. "boilerplate"/"pro forma") or if it was a completely non-standard agreement with unusual structure and wording, etc. - in which case Justin and his legal counsel should have done some strong due diligence, redlining, and review before signing it.
Personally though, the idea that TT had Justin "over a barrel" and took advantage of the situation in order to force him into a bad deal - with the implciation that they did so intentionally knowing that they could take advantage of and abuse it to their own benefit - isn't a particularly good look for TT. If that was what actually happened, then it really just underscores and demonstrates that TT is a bad actor rather than justifying their actions.
I'm curious what you think the reasoning for TT paying the extra 10K three months before they needed to was? If they're operating in bad faith, why would they do that voluntarily?
As I've stated a couple times, based on the statements made by both parties, I don't entirely believe that those payments happened quite exactly the way they are claimed to have occurred.
Justin claims that SWM is owed payment by TT for "products delivered". As best as I can tell, by TTs own statement, the only "products" that were delivered to them were master molds - so either Justin sent additional products which TT neglected to mention (and presumably hasn't paid for - i.e. theft), or they were supposed to pay for the master molds that were sent to them (a stipulation that TT also declines to mention). Either way, theres a big ol gaping hole there, and its possible that Justin is lying here and that his shoddy accounting indicates that he is owed money that was actually paid to him, etc. or that he made up a fake invoice to try to extort money from TT, but it seems reasonable to assume that there was a contractual stipulation (perhaps not a well written one) that SWM receive money from TT for something physical that SWM sent to TT.
My thinking is that TT disputed the validity of whatever that charge is (poorly worded clause subject to interpretation, etc.) and thus refused to pay it. Justin perhaps wasn't actually calling them begging them for an advance the way TT presents it, instead he was calling to demand payment against his outstanding invoice, which TT refused to do. From there there are two scenarios that I can see playing out:
1. TT offered to pay for term instead of against the invoice as a sort of compromise, i.e. "Hey we don't believe we owe this to you because the contract says x and this is how we interpreted it, but to make an effort to act in good faith we will pay you an advance on our next 3 month term", etc. Justin took the money and applied it against the outstanding invoices instead rather than registering it as term - whether or not he is allowed to do so is somewhat murky and subject to laws and accounting standards I am less familiar with. I know under certain conditions you can do so, but in others you cannot - I have no idea what those conditions are or where they become relevant.
For instance, if I dispute a charge with my cell phone or utility provider, etc. I cannot choose to make payments against other invoices/bills and exclude the charges I am disputing from payment, my provider is going to apply my outstanding balance on a rolling basis against my bill in what is essentially a first-in-first-out type manner, no matter how I might try to circumvent the charges that I feel are in dispute (though some providers do have a dispute resolution system that allows you to circumvent doing so until a determination is made, but others simply say that they will issue you a statement credit if they find the dispute to be valid, etc). The flip side is that when purchasing on line of credit/net payment terms, etc. payments are typically made against a specific invoice/purchase order number and that payment is not typically broadly applied to an outstanding balance on an account. I.E. I could place 5 orders with a single supplier against separate purchase orders/invoices, etc. and then pay the second, fourth, and fifth invoice, but the supplier will still call me up to get payment against the first and third invoices and generally aren't going to transfer payments made against one invoice to another unless I have overpaid one and I specifically authorize them to apply the overpayment to the outstanding balance on another invoice.
Anyway, the outcome of this is that TT believes they have paid for term and are within their rights to produce and/or sell bases. Justin and SWM on the other hand insist (perhaps legally) that TT must first pay against its outstanding invoices for delivered goods before they can pay for term, and therefore their term has not started as they are in arrears.
2. The other scenario I can see playing out is that TT made payments but then retroactively disputed the validity of those charges and insisted that their payments be applied to term instead. Justin and SWM disagreed and insisted that TT needed to pay for term in addition to the payments they already made, etc. Legally speaking, even if TT was right to dispute the charge they would not be in the clear to make the decisiont to apply those payments to term unilaterally.
Theres a somewhat looser third scenario here as well, wherein the start point of the term is in dispute due to contract wording and interpretation of what that means. In other words Justin believes that the term on the contract began earlier than TT does and thus TT owes him (in his mind) additional payments which they refuse to make because in their view the term was not in effect during the period of concern. Justin thus has outstanding invoices that he believes TT needs to pay him for, while TT refuses to do so and attempted to compromise by paying additional months in advance, etc. Its certainly also possible that payments weren't properly tracked and Justin has no records of receiving payments that TT claims they made, etc. but that speaks to bigger problems and if nothing else should be reflected in bank statements from both parties that should be reconcilable. Certainly possible that there was fraud on the part of an employee/partner who embezzled funds, etc. (possibly Justin himself?) that is at the root of this as well which is why the books may not be squaring between the two. Anyway, a lot surrounding the dispute makes sense (in that it somewhat fills in its own blanks) when you look at it as a dispute that at its core revolves around financial transactions rather than IP licensing directly. Based on statements made by both parties, it appears that payments and transactions may be more directly at the root of the issue, even though IP/license legitimacy seems to be more at the forefront of the disagreement from our outsiders perspective. And given common/standard termination clauses, its not hard to imagine that the financial issue became an IP issue at the point at which Justin may have terminated the contract on the basis of a supposed non-payment. Depending on the sort of "order of operations" involved with the invoicing and financial concerns, etc. Justin may be claiming that the contract never came into effect because SWM failed to uphold the terms of the agreement from the very beginning before any of the term periods may have entered into force, etc. - thus any product produced by SWM, even if they believed the terms of the contract were in force - would be deemed counterfeit and illegally produced, whereas TT may believe that the contract was in force for a 6 month period despite transaction disputes, during which time they manufactured and sold product legally in accordance with the terms of the agreement.
Either way, I believe TT did make two $10K payments to Justin, and that *they* believe they paid for 3 months term periods, I don't necessarily believe that this tells the full story of what actually occurred and where the dispute actually lays.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
Also, please check before you post - the announcement in November 2019 you keep mentioning was posted by TTC - not Troll Trader. https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
Which is irrelevant, because if you bothered to look in any detail on Companies House you would find that TTC is a wholly owned subsidiary (at least in US legal terms) of TT (specifically Troll Trader (Holdings)) as well as being the relevant legal entity in control of TTC. Check the incorporation document here: https://find-and-update.company-information.service.gov.uk/company/11909386/filing-history
Page 4 indicates 1 share of the company exists
Page 5 indicates that 1 share is owned by Troll Trader Ltd
Page 7 indicates Troll Trader Ltd is the RLE (Relevant Legal Entity) that acts as the PSC (Person of Significant Control) for the company.
If you check the Notifications dated 7 April 2020 and 8 April 2020 you will find that the RLE was changed from "Troll Trader Ltd" to "Troll Trader (Holdings)" which appears to be the parent company that owns both Troll Trader and TTCombat (and probably also Kingsley, but I didn't bother to check as it is not relevant).
Which is irrelevant - unless you are saying that the contract is with Troll Trader Holdings - which seem highly unlikely. The entire purpose of having a "holdings" company is to keep everything at a legal arms length. If you were just going to sign all your contracts as the holdings company there would be zero reason to incur the upfront and ongoing expense of then splitting that out into separate companies.
I hold shares in Barclays and Games Workshop, this makes me the part owner of both of them - it doesn't mean that any contract GW sign means that Barclays are held by the terms of it too.
You also fail to note the document from the7th April 2021 which stated Troll Trader LTD ceased being a PSC, but that doesn't surprise me as throughout you've been ignoring anything that doesn't fit into your argument.
The key is right there in the name - they are all Limited companies. The contracts they sign are limited to that company and that ompany alone, regardless of any other companies the people who own that company might also own.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
Also, please check before you post - the announcement in November 2019 you keep mentioning was posted by TTC - not Troll Trader. https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
There is a possibility that through legal loopholes TT was able to play the dishonest shell game you have suggested (i.e. TTC producing bases to the last possible minute and then transferring them to TT for sale), but only if the contract doesn't stipulate the subcontracted partners in the terms, otherwise they would all be beholden to the same terms as that of the agreement itself (i.e. the fairly standard destruction upon termination clause that I assume would have - and should have - been included). If the various subsidiaries/production partners, etc. involved in this aren't so named though - then shame on Justin and his lawyer going into an agreement with what is basically a multi-armed conglomerate without some basic due diligence and fairly standard protective clauses to guard against it. In other words, its the difference of Justin contracted with TT Holdings and their subsidiaries - in which case the agreement applies equally to all of them and thus any licensed materials in the possession of any of those entities would need to be destroyed - or only with TT Holdings itself, who independently subcontracted TTC for production and TT Ltd for sale - in which case TT Holdings could argue that they sold the inventory to TT Ltd and that TT Ltd is therefore not beholden to those terms, no moreso than you or I would be if we bought the bases from them instead. HOWEVER, there is existing legal precedent in US case law (and I assume in the UK) that indicates that would not be a valid legal defense as the various entities are all subsidiaries of the contracted entity and therefore such activity would be something akin to self-dealing, etc. and would otherwise open up avenues for businesses to very easily commit fraud, etc. for what should be fairly obvious reasons. Even transferring the inventory out of the TT umbrella and then purchasing it back wouldn't necessarily circumvent contractual limitations depending on wording and structure, and likely also would not pass muster in court.
Anyway, your argument that Justin made a contract with the wrong legal entity is interesting but not very well grounded. There is every reason to believe that Justins statement that he entered into a contract with Troll Trader is accurate - just not necessarily the Troll Trader you are thinking of. In any case TT(C) has declined to mention any possible such arrangement wherein they produced the bases while they were under term and ceased to do so upon expiry of it - this would be a definitive statement of absolution of wrongdoing and the kind of thing I would expect someone to say if they were actually trying to clear themselves, so if thats the case its surprising that they would not state as such, unless it falls into a grey area in a poorly formulated non-standard contract (again, shame on them both) and they are trying to avoid giving SWM more legal ammo.
This is actually the first bit you've said that is correct, however this isn't legal loopholes - this is fairly standard practice for contract law, it's something small companies fall foul of all the time (not understand who they have a contract with) but to claim it's a loophole is wrong as this is the entire reason the law works like it does. I cannot speak for US law, and so maybe the issue is just under want jurisdiction the contract was signed, but in UK law this kind of thing happens all the time - if you wanted to stop TTC selling the product to TT and they getting longer than 6 months to sell them to the public this would need to be specifically called out in the contract this side of the pond.
As for what TTC mention. - I suggest you read their statement again -t hey state the produced all bases under licence, at no point do they say they are still producing them. Unless you have some secret knowledge that the rest of us don't have I don't know why you are assuming everything TTC say is a lie and everything SW say is the truth.
The the rest of your argument is predicated on what the standard terms for a US licensing contract are, when this is an agreement between a UK and US company. I would imagine TT drew up the contract, being they basically had Justin over a barrel so could pretty much ask for whatever they wanted.
Personally though, the idea that TT had Justin "over a barrel" and took advantage of the situation in order to force him into a bad deal - with the implciation that they did so intentionally knowing that they could take advantage of and abuse it to their own benefit - isn't a particularly good look for TT. If that was what actually happened, then it really just underscores and demonstrates that TT is a bad actor rather than justifying their actions.
This is actually quite funny, because earlier you were mentioning how you couldn't see how TTC could possibly make back their $10,000 licence fee in the 3 months provided, and now you are saying that them offering it was predatory. If anything it looks like they were prepared to make a loss to help out a guy they already had dealings with (as you have pointed out they first had a business relationship in 2019) to help him through some tough times.
Personally though, the idea that TT had Justin "over a barrel" and took advantage of the situation in order to force him into a bad deal - with the implciation that they did so intentionally knowing that they could take advantage of and abuse it to their own benefit - isn't a particularly good look for TT. If that was what actually happened, then it really just underscores and demonstrates that TT is a bad actor rather than justifying their actions.
I thought you might jump on that. Yeah TT were in the stronger negotiating position. They had a stable company without loads of debt and an unfulfilled Kickstarter. They had the ability to get a better deal. The fact that somehow that suggests they were bad actors is preposterous.
At multiple points you're assuming things Justin said to be true, while assuming things TT said to be false. Even though Justin is the only known fraudster here - he took $50,000 to spend on new bases from a Kickstarter campaign and spent them on... well not those bases clearly.
At this point I can only conclude you have a vested interest in only seeing one side of the argument. Just like me, to be fair, but I've been open with my bias from the start.
deano2099 wrote: I thought you might jump on that. Yeah TT were in the stronger negotiating position. They had a stable company without loads of debt and an unfulfilled Kickstarter. They had the ability to get a better deal. The fact that somehow that suggests they were bad actors is preposterous.
At multiple points you're assuming things Justin said to be true, while assuming things TT said to be false. Even though Justin is the only known fraudster here - he took $50,000 to spend on new bases from a Kickstarter campaign and spent them on... well not those bases clearly.
At this point I can only conclude you have a vested interest in only seeing one side of the argument. Just like me, to be fair, but I've been open with my bias from the start.
Either way, we're done here.
"Who's the crook" is the silliest question being asked in this thread, followed by "what's your bias." Beyond some basic facts stated in a couple letters, no one seems to know much of anything.
SW is going out of business. They have a dispute with TTC over IP. No one is entirely certain what the IP is. Some payments were made. There's a Kickstarter that might not be fulfilled.
This doesn't strike me as a basis for claiming anything about SW or TTC, their ownership, the darkness that lies in the hearts of men, etc. It looks a lot more like a simple dispute between 2 companies, where the deal they had was poorly defined and didn't satisfy either party.
With notable exceptions, tabletop miniature companies operate at low margins compared to most other businesses. Especially at the production, distribution and retail ends, these businesses strike me as more of a lifestyle / labor of love than a money making enterprise. In any situation where resources are scarce, parties will compete aggressively until the other side is vanquished. Pursing advantage includes making dumb moves like bad deals, irrational decisions, hostility, accusations of theft / fraud, failure to fulfill debts, etc.
SW / TTC are no exceptions. Neither side is good or bad, they're just coming to terms with a deal that didn't work out. My take is both SW and TTC are telling the truth, there's nothing in either letter that contradicts facts stated by the other.
Best not to speculate too much about what really happened or take an emotional stake in this dispute. There are no heroes / villains to be found. Even if one side is lying, that's just because of the situation they find themselves in.
I personally have an alternative theory (probably wrong) that there's an informal agreement made here that isn't reflected in the current public briefings.
TT bought a license from SW and kept pumping them ever larger sums of money - but any child knows that having a short license term in no way guarantees perpetual sales. Why would they keep sinking extra money in unexpectedly, and why would SW keep approaching them for more? Also, when you read TT's statement, there's a degree of...outrage about the fact SW is still operating even though they said they were going to close.
I reckon some sort of under-the-counter not-entirely-legally-nailed-down deal was made about TT obtaining the rights to the bases if they held a license when SW folded. Instead of which, SW kept open and trading whilst continually insisting to TT 'probably next month!' So TT's license has expired again and again, leading them to keep continually extending the license whilst SW technically kept the rights.
Six months down the line, TT has had enough and spent enough and wants their damn IP. But now going through their correspondence, they've realised they've no bloody way to make this happen due to bad negotiation skills. So they've decided to act unilaterally, hedging their bets on the fact that SW is bound to shut up shop long before a case reaches court.
"Who's the crook" is the silliest question being asked in this thread, followed by "what's your bias." Beyond some basic facts stated in a couple letters, no one seems to know much of anything.
To be clear: SW took $50,000 in funds on a Kickstarter and who knows how much more in the pledge manager in order to fulfil a project. He has now run out of money without fulfilling that project. He's the crook. A responsible business person would have put that money aside and used it only for fulfilling the project. When it became clear that that was the only money he had left, he should have refunded backers and shut down the company. That would have been the responsible thing to do. Instead he used it to try and fail to pull himself out of a hole. It's possible that was the entire point of the project in the first place.
So far as the SW/TT discussion goes, you're right, we can't know for sure who is in the right there and we don't have enough information to definitively say one is in the right and one is in the wrong.
But Justin is definitely a crook, just on the basis of the KS stuff. He shouldn't have spent backers' money. That's open and shut.
(And yes, blah blah, that's the risk you take on KS - I'm quite aware of that, but just because every KS is a gamble on whether the creator will act in good faith or not doesn't excuse them from getting called out when the act in bad faith)
I'm purely speculating, though I suppose most of us here are doing that. Just trying to read between the lines using the pieces that just don't fit right.
1. It doesn't make sense for TT to ever have taken licenses for such tiny increments of time (they began with a 3 month license). With no guarantee of future license extension, it's a weird thing to do if they were expecting SW to go under (which they say they were). After all, a different brand new owner who purchased the jettisoned assets of a closed SW might decide to can TT's operation and refuse an extension before TT ever made a profit. There's a reason most license agreements you see are made for periods of years, not months. If anything, the fact TT are still trying to recoup their costs unilaterally now evidences the fact that a couple of months was never going to suffice. So the first question is - why did they do it? Why take such a short license?
2. SW was publicly declared to be going bankrupt before this agreement between the two was even mooted. TT says that they agreed to license this IP to give SW 'a cash injection'. Which...is equally weird. They're separate companies. Why would TT want to give them a cash injection? They're a foreign company, SW's finances are none of their concern. For that matter, why (a few months in), was TT demanding to see SW's books? Why do they care about Justin's salary at SW? They have no legal right or interest to do that as a basic licensor for a handful of resin bases. TT hadn't even started selling bases at that stage, so it clearly had nothing to do profits from the IP not meeting promised expectations. So the second question is - why is TT so invested and involved in the finances and expiry date of a separate foreign company?
These two niggling points are the ones I feel just make no sense at all with the current given explanation of 'hey they just licensed some bases'. If it were that simple, they'd have just (a) started their license clock ticking once they listed the bases for sale, (b) sold them up until the end of the license, before (c) using the (fairly standard) excess stock sale clauses in this sort of contract to gradually dispose of anything left over. Done and simple. It's how everyone else does it. Nothing to see here, no need to be worrying about when Justin goes on holiday or when he's closing his company.
But that isn't what's happening here. So...why? What explains the two odd questions I've posed above?
Well, TT has a history of buying up defunct company assets. That's a matter of record. So put that together with the above, and suddenly, it all makes sense. TT expected SW to be bust and to inherit the rights in some capacity (whether at a song at a somewhat rigged auction, a flash undervalued sale when insolvency started, or whatever). But then...it didn't happen. Justin rings up 'Ah mate, I just want to [finish up my Kickstarter/pay creditors/do whatever], then I'll declare bankruptcy. I promise.' So TT advances more money, because they've made an investment now, and if they don't advance the money, their license will expire before the company goes bust and TT will be left hanging.
But then it happens again. And they say to Justin, 'What the hell man, show us your books. Show us that this money we're fronting now is doing what you say it is. Give us some good faith, substantiate your delays'. And what they find....is not encouraging. Fast forward a year, and TT is acting unilaterally because they damn well paid for these bases and they're not throwing good money after bad. They're taking a gamble that SW hasn't the resources to stop them and they don't trust Justin anymore and won't throw more money at him. Justin meanwhile, is now trapped by a bank who won't let him liquidate and dissolve his company until he sorts this crap out with TT.
Et voila. My best guess. Probably way off, but it's a fun thought exercise.
"Who's the crook" is the silliest question being asked in this thread, followed by "what's your bias." Beyond some basic facts stated in a couple letters, no one seems to know much of anything.
To be clear: SW took $50,000 in funds on a Kickstarter and who knows how much more in the pledge manager in order to fulfil a project. He has now run out of money without fulfilling that project. He's the crook. A responsible business person would have put that money aside and used it only for fulfilling the project. When it became clear that that was the only money he had left, he should have refunded backers and shut down the company. That would have been the responsible thing to do. Instead he used it to try and fail to pull himself out of a hole. It's possible that was the entire point of the project in the first place.
So far as the SW/TT discussion goes, you're right, we can't know for sure who is in the right there and we don't have enough information to definitively say one is in the right and one is in the wrong.
But Justin is definitely a crook, just on the basis of the KS stuff. He shouldn't have spent backers' money. That's open and shut.
(And yes, blah blah, that's the risk you take on KS - I'm quite aware of that, but just because every KS is a gamble on whether the creator will act in good faith or not doesn't excuse them from getting called out when the act in bad faith)
If he's a crook, he's pretty bad at it.
Accusations like this don't make much sense. People were employed working on the HD Bases Kickstarter campaign. Molds and Samples were produced. SW was pursuing deals with Reaper and ELW to handle shipping. All of these activities are perfectly legitimate, they cost money and take time / effort to complete.
You say the responsible thing to do would have been to refund pledges. What precisely is this supposed to mean? Does he take the remaining cash and divide it between each supporter, or does it mean he refunds the entire pledge amount with money he no longer has? One is equally dissatisfying, the other is impossible.
You claim there was a point in time when it was "clear" the only money SW had left was from Kickstarter. Have you gone through SW's AR? Justin was open about the fact SW's sales went into decline during the pandemic. Unless he had perfect predictive powers, there probably was never a point where it was "clear" sales were gone permanently. The same thing happened to 2 in 5 small businesses in California during the same period.
For that matter, you're saying he took money from the Kickstarter and spent it on SW. Do you have special knowledge of the company's finances to make that statement? My guess is there's a lot of overlap between making bases for a Kickstarter and making bases for Secret Weapon. I'm not sure a bright line could be drawn between the expenses for one and the other.
Accusations like this don't make much sense. People were employed working on the HD Bases Kickstarter campaign. Molds and Samples were produced. SW was pursuing deals with Reaper and ELW to handle shipping. All of these activities are perfectly legitimate, they cost money and take time / effort to complete.
People also forget that this was the second KS for the bases, the first was cancelled by popular demand by the backers, not by SWM. Justin had the first KS structured it in a wierd way that was actualy to the benefit of backers, but didn't fit well with how KS campaigns run. WE asked him to cancel the first one and restructure it in a way that made it worse for us as backers but better for the campaign.
So yeah, if he's a crook then he's a terrible crook.
It doesn't matter though. At this point, I don't give a feth if he acted in good faith or bad faith, if he's a awful person or a good person in a bad spot, or who is screwing over who in a fight over resin bases contracts. IDGAF about resin bases, resin bases are dreadful. I don't even particularly care about the $120 I lost to this campaign, I only care that I still can't get these color printed plastic bases to glue my toys onto, and this tiff between SWM and TT over awful resin bases is holding up any chance of getting those color 3D printed plastic bases. I'd gladly buy them SWM. I'd gladly buy them from TTCombat. Heck, I'd buy them from Osama Bin Laden's reanimated corpse if that was an option.
I may be a bit cranky from cutting gluing and trimming literally hundreds of Renedra stone texture bases over the last few months for various dungeoncrawler projects.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
Also, please check before you post - the announcement in November 2019 you keep mentioning was posted by TTC - not Troll Trader. https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
Which is irrelevant, because if you bothered to look in any detail on Companies House you would find that TTC is a wholly owned subsidiary (at least in US legal terms) of TT (specifically Troll Trader (Holdings)) as well as being the relevant legal entity in control of TTC. Check the incorporation document here: https://find-and-update.company-information.service.gov.uk/company/11909386/filing-history Page 4 indicates 1 share of the company exists
Page 5 indicates that 1 share is owned by Troll Trader Ltd
Page 7 indicates Troll Trader Ltd is the RLE (Relevant Legal Entity) that acts as the PSC (Person of Significant Control) for the company.
If you check the Notifications dated 7 April 2020 and 8 April 2020 you will find that the RLE was changed from "Troll Trader Ltd" to "Troll Trader (Holdings)" which appears to be the parent company that owns both Troll Trader and TTCombat (and probably also Kingsley, but I didn't bother to check as it is not relevant).
Which is irrelevant - unless you are saying that the contract is with Troll Trader Holdings - which seem highly unlikely. The entire purpose of having a "holdings" company is to keep everything at a legal arms length. If you were just going to sign all your contracts as the holdings company there would be zero reason to incur the upfront and ongoing expense of then splitting that out into separate companies.
I hold shares in Barclays and Games Workshop, this makes me the part owner of both of them - it doesn't mean that any contract GW sign means that Barclays are held by the terms of it too.
You also fail to note the document from the7th April 2021 which stated Troll Trader LTD ceased being a PSC, but that doesn't surprise me as throughout you've been ignoring anything that doesn't fit into your argument. The key is right there in the name - they are all Limited companies. The contracts they sign are limited to that company and that company alone, regardless of any other companies the people who own that company might also own.
Your reading comprehension is astonishingly poor - I underlined what I mean, see if you can't figure out why. Big pro tip, if you're trying to hinge an argument against someone as "ignoring anything that doesn't fit", then your argument fails when they in fact point out the exact thing you are acccusing them of ignoring. But that doesn't surprise me, the question is did you try this argument because your comprehension of law and finance is so poor that you couldn't figure out that TT Ltd was removed because it was replaced by TT Holdings, or because you are doing the exact thing you tried to accuse me of and ignored anything that doesn't fit into your argument?
Holding and limited companies don't work the way you believe they do either. Its a common misconception that the owners/members/directors etc. of limited companies are not personally liable for events that occur within the "jurisdiction" of a business. The key is in the name, its a *limited* (liability) company, not a "non-liability" company. That means that the extent to which entities (such as owners) outside of the corporation itself can be held personally liable is limited, but its not completely prevented. As the owner of an LLC I can absolutely be held personally liable for debts incurred by the business under certain circumstances (in the US this is referred to as "piercing the corporate veil" - one major criteria for this is if a creditor can prove injustice or fraud), likewise while my liability for actions taken by the company and its officers, etc. may be limited, I am still liable for my own actions (including inaction in the form of negligence). Theres also the "co-signing" factor, where individuals within a limited company can be held personally liable by way of cosigning loans and documents that make them legal guarantors of those terms as an individual. In general, when it comes to contracts entered by an individual on behalf of the corporation, limited liability protections apply and an individual generally cannot be held personally responsible for issues resulting from them (there are always exceptions), however those liability protections do not extend to torts - which are civil offenses other than breach of contract, but... in the process of breaching a contract it is possible (and arguably common) for an individual to commit a tort offense that renders them personally liable for harms resulting from that breach. Examples of such torts are fraud, defamation, injurious falsehood, breach of confidence, abuse of process, intentional inflection of emotional distress, deceit (especially for inducement into a contract), negligent misrepresentation, fraudulent misrepresentation, tortious interference, trespass to chattels, conversion, etc. Some of these accusations can probably be leveled by SWM at TT (whether or not they would be upheld in court is a different story), and quite a few of them can likely also be counterclaimed by TT at SWM - its worth noting that there is a high degree of consistency and commonality between the US and UK as far as tort law is concerned and theres very few things that may be applicable in one jurisdiction but not the other in this case.
Anyway, all that is to say that the idea that the "parent" (owner, holding company, etc.) of a legal entity is not subject to the liability of a subsidiary (the operating company, i.e. Troll Trader Ltd, TTCombat, etc.) is fictitious. The limited liability protections are a barrier or insulator against those liabilities, yes, and make it harder to hold an individual or holding company liable, but they by no means fully prevent it. And so as a Holding company, Troll Trader Holdings is still exposed to some degree of liability and risk on behalf of TTCombat and Troll Trader Ltd, etc regardless to your assertions to the contrary - the main legal benefit they provide is putting a bit more distance between an owner and their operating companies such that being held personally liable as an owner/shareholder, etc. is a bit harder to accomplish. In fact, a main reason for the use of Holding companies is financial (rather than legal as you seem to believe), as they allow centralized accounting of the subsidiary operating companies such that you can offset the profits of one business against the losses incurred by another business while keeping some separation of liabilities between them - but just like with limited companies "piercing the veil" is still relevant, in this case piercing the veil has been justified/has precedent when the parent actively participates in or has control over the action of the subsidiary, but not (generally - there are some exceptions) when the holding company entered into a contract on behalf of the operating company except where torts are involved. Basically "as above, so below" - if I as an individual are protected from breach of contract on the part of a corporation, that same standard and protection generally extends and applies to holding companies in the same way.
Ergo, your argument that a holdings company wouldn't sign contracts because it would make them liable is mostly a moot point. It also bares mentioning that a big reason for holding companies is to centrally manage assets under the holding company, meaning that things like molds, equipment/tooling, facilities, property, securities, vehicles, etc. are owned by the holding company and leased to the operating companies/subisidaries. This is so that if an operating company goes belly up and defaults on its depts, creditors can't easily come a-knockin to repossess those assets to make good on the monies owed to them. What other assets do holding companies frequently own on behalf of the operating companies? Well turns out, intangible assets are a big (and arguably the *biggest*) one. What are intangible assets? Patents,copyrights, technology, processes, trade secrets, and... IP.... hmmm, what is this dispute about again? Oh yeah... IP (and yes, holding companies are typically used to hold licensed IP as well owned IP, reason being that usually there is business overlap between the operating companies owned by a holding company, and by licensing the IP at the holding company level it allows for the operating companies to all be sub-licensed through the holding company rather than requiring separate agreements for each. I would provide you some specific examples of this that you are likely familiar with, but that would violate my NDAs).
This is actually the first bit you've said that is correct, however this isn't legal loopholes - this is fairly standard practice for contract law, it's something small companies fall foul of all the time (not understand who they have a contract with) but to claim it's a loophole is wrong as this is the entire reason the law works like it does. I cannot speak for US law, and so maybe the issue is just under want jurisdiction the contract was signed, but in UK law this kind of thing happens all the time - if you wanted to stop TTC selling the product to TT and they getting longer than 6 months to sell them to the public this would need to be specifically called out in the contract this side of the pond.
You continue to demonstrate poor reading comprehension. As I said, the clauses you are referring to are fairly boilerplate, i.e. standard - a contract that *didn't* have such clauses in it would be very highly unusual. The loophole I am referring to here isn't that those clauses were omitted, its that they weren't written in a way which would be legally comprehensive enough to cover particular and unique corner case scenarios - with the caveat being that in most cases no court would side with TT/TTC if that was the legal defense they attempted to justify their action.
As for what TTC mention. - I suggest you read their statement again -t hey state the produced all bases under licence, at no point do they say they are still producing them. Unless you have some secret knowledge that the rest of us don't have I don't know why you are assuming everything TTC say is a lie and everything SW say is the truth.
TTC believing that they produced everything under license doesn't actually mean that they did. Thats kind of the basis upon which the vast majority of contractual disputes are founded - one side interprets the terms of an agreement as allowing certain activity to occur while the other side disputes it. In my posts I have outlined numerous potential scenarios in which TT might believe themselves to be in the right to produce those bases when in reality their right to do so would vary between "maybe" and "no".
Theres also the obvious qualification on their statement: They may have *produced* everything under license, but that doesn't mean that their current *sales activity* is still covered under the terms of the license.
This is actually quite funny, because earlier you were mentioning how you couldn't see how TTC could possibly make back their $10,000 licence fee in the 3 months provided, and now you are saying that them offering it was predatory. If anything it looks like they were prepared to make a loss to help out a guy they already had dealings with (as you have pointed out they first had a business relationship in 2019) to help him through some tough times.
I still don't see how TTC could make back their money - not in 6 months anyway - but thats besides the point and not really germaine to the discussion at hand regarding who is in the right/wrong/responsible, etc. I also don't see what that has to do with this - the idea that it was a predatory contract didn't come from me, it came from deano who suggested that (as a means of justification for why TT might be able to do things that most contracts would not allow) Justin agreed to a non-standard licensing contract that had none of the standard clauses and protections that typically come with them because TT had Justin "over a barrel". Thats the definition of a predatory contract, and it came from someone who was trying to defend TTs actions.
I absolutely don't buy that TT was an altruistic disinterested party just looking to help out a buddy, that implies that they were willing to take financial losses to bail out another company, and I see no reason for why they would do that, nor any evidence that that is what they were actually trying to do. It was a money-making venture for them, pure and simple - they told us as much with their sob story about how they spent $20k + 15k GBP and hadn't even made so much as a dime yet. Rationally they wanted to recoup those losses, based on the timing of it all it seems they determined that they were going to make that happen following the termination of the contract term.
I thought you might jump on that. Yeah TT were in the stronger negotiating position. They had a stable company without loads of debt and an unfulfilled Kickstarter. They had the ability to get a better deal. The fact that somehow that suggests they were bad actors is preposterous.
Theres a difference between "I'm in a stronger negotiating position and am going to get favorable terms on this contract" and "I'm in a stronger negotiating position and will take advantage of the fact in order to get concessions that remove clauses from the contract which serve to protect the other party from potential abuse by me". What you implied with your assertion that TT had SWM over a barrel and used that to get a contract that allows them to do something that almost universally is never allowed was the latter rather than the former.
At multiple points you're assuming things Justin said to be true, while assuming things TT said to be false.
Thats because Justin really didn't say all that much, and none of what little he did say was necessarily egregious or out of the ordinary for a situation like this. He made accusations, and thats about the extent of it. The statement was quite likely written and reviewed with his legal counsel based on how its worded and phrased and by the extents of what he does say and does not say. Everything in it basically checks out, because there is little that needs to be substantiated or verified beyond the validity of the accusation itself and not a lot within the satement is challenged by a basic understanding of how the world works.
TT were the ones that responded with what is at best a half-assed and incomplete defense that raises more questions than it does answers. In the process of doing so they have essentially corroborated the scant few details that Justin provided, while leaving a lot of things unsaid - and the things they left unsaid are all the things that they should have said which would have actually demonstrated that they have been acting in good faith. For instance, they said they produced all the bases under contract, but they did not say they are selling bases under contract. They said that they paid for 6 months of license and then declined to pay more (at the time, as some of you will remind me), but they did not say that they renewed making further payments at a later date or that their license carries through to today/is still in force. In fact, they don't ever actually acknowledge that they actually have sold any bases at all! The closest they come is:
"We have never made or sold any counterfeit SW product (nor would we!). All SW products were made under licence as described above."
In case its not clear, they are telling you that they made the bases under license, but not whether or not they sold them under license. Theres a number of possible reasons why they phrase it this way, one of which is that its an honest ommission - but another is that by stating such they potentially open an avenue for Justins legal council to more directly elevate this to a "formal dispute" (i.e. lawsuits and courtrooms) on the basis of tort - which, as I explained earlier in this post, opens up a can of worms for the supposedly "limited" liability of these companies. Presumably, their manufacture of these bases is all above board. After all, if they did pay for 6 months of terms before Justin potentially terminated the contract, then unless he refunded them - which is unlikely given SWMs financial duress - they would be legally entitled to the completion of that term, and even if SWM did refund them its fairly standard boilerplate to have early termination clauses which would have likely awarded penalties to TT for him doing so (keeping in mind that TT would incur unrecverable costs in the event of a premature termination). So, with the base manufacturing being legit, or at the very least falling into a legal grey area where Justin would struggle to bring a meaningful claim against them, there is no risk in them stating as such - but if the sales of those bases is questionable (e.g. - the wording of the contract terms allows some sort of loophole or is less than ironclad in its proscriptions) or a direct violation of contract, then there is legal risk involved in discussing it. Basically, they may be "fething around", but they are doing so in a manner where they are hoping to avoid "finding out".
To me, these omissions are indicators of a bad actor more than they are an honest accounting of one side of the story. They are all very careful in what they admit to while artfully dodging anything that would indicate one way or another whether or not they are actually operating in the clear in the present day. There is probably a reason for that, and it wasn't just accidental that their statement doesn't state clearly that they are and have been fully complaint with their obligations under the terms of the contract and that they are continuing to operate under its provisions, etc. If its as simple as "our contract allows us to sell the bases already in our inventory that were produced under the terms of the license in perpetuity" or something, don't you think they would have said so or at least alluded to it? Anyway, the only thing in TTs statement that is of concern are the comments about Justins salary and taking a vacation, but we don't know the circumstances behind that (what does TT consider an excessive salary? does it take into account disparities in cost of living between the UK and California?) and we don't know that TT is being fully truthful in their presentation of the facts (was it really a vacation, or was it a business trip? was it planned and paid for in advance or undertaken at a point where the financial situation wasn't yet clear?). In all honesty, its a rather pointed and personal - I would go so far as to say unnecessary - attack that TT made against Justin as an individual in a very public way. In fact, the majority of their post is less a defense against accusations of fraud or whatever and more a hit-piece against Justin and feels like it was intended to sway public perception in their favor (seems like its working) rather than actually deny the allegations being made against them.
Even though Justin is the only known fraudster here - he took $50,000 to spend on new bases from a Kickstarter campaign and spent them on... well not those bases clearly.
Can you identify or demonstrate where he has committed fraud for me, please? He could have committed fraud and embezzled those funds, etc... sure, but its a lot more likely that those funds evaporated due to incompetence/negligence or just circumstance and bad accounting. As best as I can tell, SWM has been around for many years and successfully completed multiple kickstarters (one of which raised an amount several times larger than $50,000). I see no reason to believe this was part of some masterful longcon so that the dude could scrape off a pitiful $50k, if he wanted to defraud people he would have made off with the money from the tablescapes kickstarter instead. I get that you're mad because you're out some dollars, but fraud is a serious accusation that has a much higher bar that needs to be cleared than one party thinking the other makes too much money or isn't entitled to time off of work.
At this point I can only conclude you have a vested interest in only seeing one side of the argument. Just like me, to be fair, but I've been open with my bias from the start.
Either way, we're done here.
Please elucidate where or what my vested interested in this is? As I've already said, I spent maybe $50 on Secret Weapon products once 5+ years ago, vs having been a years long loyal repeat customer of TTC for several years (as well as a staunch defender of their handling of the DropZone and DropFleet product lines) - including having an outstanding order that I am waiting on delivery of at this very moment, which was placed after I was fully aware of the accusations made by Justin and the counter-accusations made against him by TTC.
If anything, my vested interest and bias would be in TTCs favor, not SWMs.
This doesn't strike me as a basis for claiming anything about SW or TTC, their ownership, the darkness that lies in the hearts of men, etc. It looks a lot more like a simple dispute between 2 companies, where the deal they had was poorly defined and didn't satisfy either party.
Kind of yes, but with the additional caveat that one party is accusing the other to be either in breach of contract or acting in bad faith now that the deal has been (presumably) terminated. That accusation becomes the basis for "darkness that lies in the hearts of men" because theres a very limited subset of possible scenarios in which both parties are actually "NTA" ("not the donkey-cave"), otherwise its likely that at least one (if not both) of them are "the donkey-caves".
Ketara wrote: I personally have an alternative theory (probably wrong) that there's an informal agreement made here that isn't reflected in the current public briefings.
TT bought a license from SW and kept pumping them ever larger sums of money - but any child knows that having a short license term in no way guarantees perpetual sales. Why would they keep sinking extra money in unexpectedly, and why would SW keep approaching them for more? Also, when you read TT's statement, there's a degree of...outrage about the fact SW is still operating even though they said they were going to close.
I reckon some sort of under-the-counter not-entirely-legally-nailed-down deal was made about TT obtaining the rights to the bases if they held a license when SW folded. Instead of which, SW kept open and trading whilst continually insisting to TT 'probably next month!' So TT's license has expired again and again, leading them to keep continually extending the license whilst SW technically kept the rights.
Six months down the line, TT has had enough and spent enough and wants their damn IP. But now going through their correspondence, they've realised they've no bloody way to make this happen due to bad negotiation skills. So they've decided to act unilaterally, hedging their bets on the fact that SW is bound to shut up shop long before a case reaches court.
This is actually kind of... brilliant? Also coveniently probably makes them both the donkey-cave - SWM presumably for cocking the deal to their advantage (if thats what they did) and TT for breaching the agreement out of impatience and frustration. If nothing else, nobody can accuse you of 'bias'.
To be clear: SW took $50,000 in funds on a Kickstarter and who knows how much more in the pledge manager in order to fulfil a project. He has now run out of money without fulfilling that project. He's the crook.
Are you like, actually a child with no understanding of reality? For him to be a crook would require him to have willfully and intentionally mislead people with an intent to embezzle those funds with no intent of fulfilling his obligations. You aren't a crook if you take orders for a product with every intent of making good on those sales and then circumstances transpire to shut you out of business, making it impossible for you to deliver. Every indication in this is that Justin intended to and believed he could deliver on the kickstarter, and still believes that he and/or SWM will... somehow.... Not even TT accuses Justin of being a crook or a fraudster (though, arguably it may be because that opens them up to accusations of libel/slander, etc.).
Talk about an extreme and nonsensical reaction/accusation.
A responsible business person would have put that money aside and used it only for fulfilling the project. When it became clear that that was the only money he had left, he should have refunded backers and shut down the company. That would have been the responsible thing to do.
Thats putting the cart before the horse and creating a sort of chicken and the egg scenario. Fulfilling the project entails spending the money - its not like he puts it into a bank account and sits on those funds right up until the point that he takes delivery of the completed bases and is shipping them out to backers. Theres a lot that needs to be paid for and spent well before that point in time ever comes.
Basically, if he put the money aside and didn't spend it at all so that he would have something to refund you with, the project would never get fulfilled because the money he earmarked for that project is unavailable for him to use on actually fulfilling the project. If on the other hand he uses those funds for the intended purpose and then for whatever reason comes up short and doesn't have funds available to complete it, then he can't refund you because he already spent the money trying to fulfill the project so that he wouldn't have to refund you in the first place.
What I presume is your naivety has basically created an unrealistic no-win situation.
Instead he used it to try and fail to pull himself out of a hole. It's possible that was the entire point of the project in the first place.
Another serious accusation - do you have proof of this? The project was launched and funded right as COVID was kicking off, that changed a lot of things for a lot of businesses. Its entirely possible he wasn't in any hole at all when things launched, and found himself in a hole right after.
Besides that, believe me when I say that the vast majority (upwards of 80% - most of the remaining 20% is for 3d pritnables where theres very little cost on the creators part) of kickstarter projects in the tabletop industry either dont/only just barely break even unless they go to retail sales afterwards. Many projects are reliant on outside funding (such as bank loans) to cover the shortfall between kickstarter funding and the actual cost of production, or otherwise are serial kickstarter campaigners where the money collected on a campaign goes to completing the previous project that they funded. Also the funding goals you see are often deliberately set low because hitting your goal quickly is a surefire way to get more people to back your campaign - my friends within the industry who have successfully funded kickstarters say they typically place their funding goal somewhere between 1/5th and 1/3rd of their actual target. In the case of my own campaigns I've been honest about the costs but also spent a lot out of pocket in the lead-in to launching the campaign so that I have less risk and shorter lead times than what is typical.
What I will say about all this though, is that I declined to pledge for this campaign because it was their second attempt at it. They previously launched it with a $7500 goal, raised $15k over a period of a few days or whatever, cancelled it, relaunched it some time later with a goal at $6000. Big red flag - $7500 was already a dubiously low price to launch this type of a product line, especially one with so many varied styles, etc. and on the second attempt they came back with even more styles, better prices, and a lower funding goal. They were doing the same thing everyone else does - misrepresenting their true funding target so that they can drive more backers to them by funding sooner. Couple that with the apparent difficulties I've heard about regarding their previous campaigns, etc. and I wasn't willing to take a risk. Its unfortunate so many others were - but given that they were partnered with Reaper and Every Little War on this I think many felt safe in assuming there was lower risk on this.
Speaking of - I think the fact that Reaper and ELW were involved is a pretty big indicator that this was a serious project with a serious intention of coming through.
So far as the SW/TT discussion goes, you're right, we can't know for sure who is in the right there and we don't have enough information to definitively say one is in the right and one is in the wrong.
But Justin is definitely a crook, just on the basis of the KS stuff. He shouldn't have spent backers' money. That's open and shut.
(And yes, blah blah, that's the risk you take on KS - I'm quite aware of that, but just because every KS is a gamble on whether the creator will act in good faith or not doesn't excuse them from getting called out when the act in bad faith)
I wish you could see how my eyes are rolling into the back of my head right now. Its clear you don't even know what bad faith means, let alone have any idea of how product development and retail release works. Your demands are completely unrealistic, this is not open and shut.
1. It doesn't make sense for TT to ever have taken licenses for such tiny increments of time (they began with a 3 month license). With no guarantee of future license extension, it's a weird thing to do if they were expecting SW to go under (which they say they were). After all, a different brand new owner who purchased the jettisoned assets of a closed SW might decide to can TT's operation and refuse an extension before TT ever made a profit. There's a reason most license agreements you see are made for periods of years, not months. If anything, the fact TT are still trying to recoup their costs unilaterally now evidences the fact that a couple of months was never going to suffice. So the first question is - why did they do it? Why take such a short license?
100%. I've been mystified by the 3 month rolling terms since the beginning. I have never seen anything like that. There are massive risks associated with it (which is the reason why its never done, at least not in the tabletop industry) and its a really odd business arrangement to make knowing what the lead times are for reproducing molds and bringing them to production and taking into account the knowledge of SWMs financial difficulties. If they were serious about the license (and serious about "helping out" like some people contend), it would have been more reasonable (and safer) for them to sign a 2-3+ year term and put down a larger sum up front with progress payments to ensue once production started. The larger sum is more useful to SWM in terms of floating them and the longer term ensures that TT would have the means to ensure a return on their own investment over a longer time period. There are concerns about what would happen to the license if SWM went belly up, of course, but there terms that can be (and often are) included to account for that eventuality, so either SWM was unwilling to include them or there is more going on as you ahve indicated.
2. SW was publicly declared to be going bankrupt before this agreement between the two was even mooted. TT says that they agreed to license this IP to give SW 'a cash injection'. Which...is equally weird. They're separate companies. Why would TT want to give them a cash injection? They're a foreign company, SW's finances are none of their concern. For that matter, why (a few months in), was TT demanding to see SW's books? Why do they care about Justin's salary at SW? They have no legal right or interest to do that as a basic licensor for a handful of resin bases. TT hadn't even started selling bases at that stage, so it clearly had nothing to do profits from the IP not meeting promised expectations. So the second question is - why is TT so invested and involved in the finances and expiry date of a separate foreign company?
Ish. There are certain circumstances where this would be warranted, but usually this type of review would occur (if it occurs at all) up front before a deal is inked, not afterwards. TT demanding to see the books and SWM agreeing to is *weird*.
(c) using the (fairly standard) excess stock sale clauses in this sort of contract to gradually dispose of anything left over. Done and simple. It's how everyone else does it.
This is not, in fact, how everyone else does it. Usually excess stock clauses are period limited, I have never seen or heard of a contract that allowed an indefinite period of continuing sales of excess stock following a license termination/expiration. Most contracts require destruction or disposition of excess stock at the point of termination or within a very short period of time (not more than 30 days, etc.) afterwards. Some are a little more generous and give an extended term, but usually those involve proof of destruction of production tooling/materials to ensure continued production cannot be ongoing. I have personally witnessed destruction/disposition sales of excess stock from terminated licenses in the board game industry (big publishers, mostly equally big/larger licenses) on multiple occasions, there are certain businesses that even specialize in gobbling up excess stock of licensed products (Miniature Market and Noble Knight come to mind) in disposition. The only property I can think of that didn't seem to have that type of contractual clause was FFGs DUST license, as it seemed like they were still trying to sell through their unsold inventory for years afterwards. I also suspect that Agents of Gaming might have had some sort of weird contract with Babylon 5, as it seems they are still selling B5 miniatures to this day despite that license having ended like 20 years ago. I suspect that their license did not have an excess stock clause (or a very loose one) and that they have secretly continued manufacturing the minis while claiming they are just selling off the leftovers from way back when.
People also forget that this was the second KS for the bases, the first was cancelled by popular demand by the backers, not by SWM. Justin had the first KS structured it in a wierd way that was actualy to the benefit of backers, but didn't fit well with how KS campaigns run. WE asked him to cancel the first one and restructure it in a way that made it worse for us as backers but better for the campaign.
Is that what happened? To me it looked like a red flag. Most times when you see a fully funded campaign (at least in the tabletop industry) cancel and then relaunch at a later date its because in reality the numbers weren't coming in the way they needed them to in order for financing production to work out. They take them off because they know they aren't going to come up with the money they need in order to deliver, so they restructure it if they can to make the numbers work out or take the kickstarter funding data with them to the bank or investors to seek outside funding so that they can get the project done within a more constrained funding goal.
100%. I've been mystified by the 3 month rolling terms since the beginning. I have never seen anything like that. There are massive risks associated with it (which is the reason why its never done, at least not in the tabletop industry) and its a really odd business arrangement to make knowing what the lead times are for reproducing molds and bringing them to production and taking into account the knowledge of SWMs financial difficulties. If they were serious about the license (and serious about "helping out" like some people contend), it would have been more reasonable (and safer) for them to sign a 2-3+ year term and put down a larger sum up front with progress payments to ensue once production started. The larger sum is more useful to SWM in terms of floating them and the longer term ensures that TT would have the means to ensure a return on their own investment over a longer time period. There are concerns about what would happen to the license if SWM went belly up, of course, but there terms that can be (and often are) included to account for that eventuality, so either SWM was unwilling to include them or there is more going on as you ahve indicated.
To use an old saying, 'follow the money'. The license cost £10,000 up front. Secret Weapon, in their public statement, declared themselves to have already spent £15,000 making and storing molds. To make some stock to actually sell would cost a few thousand more.
That's say, £27,000 in starting expenses. Stranger83 already calculated that just recouping the initial 10K would require them to sell 13 packs a day - but with that figure, we're now up to closer to thirty per day just to meet initial costs! Is the resin base market that profitable?
No. No it isn't. So we must conclude from this ludicrous decision to take a three month contract, that there must have been additional advantages that TT expected to accrue from this partnership. I doubt they'd be interested in picking up shares in a failing company, so SW had little to offer them in that regard. They also clearly didn't want the company to stay afloat given they're outraged SW is still trading. Finally, the length of time they've taken to actually MAKE the molds indicates that they were expecting to have ample time to execute their three month license regardless of what happened with SW - i.e. they had no concerns about the IP being sold to someone else who might not extend the initial three month license.
The only possible conclusion I can reach is that TT expected to inherit the rights to these bases when SW folded. No other explanation I've seen accounts for all the above factors.
This is not, in fact, how everyone else does it. Usually excess stock clauses are period limited, I have never seen or heard of a contract that allowed an indefinite period of continuing sales of excess stock following a license termination/expiration.
I can't comment for every case in the tabletop market, but a six month to one year period is quite normal in wider commercial terms. I myself just signed a wargaming production/IP contract that gives six months to dispose of excess stock. After that time, the IP owner can buy leftover stock at cost of production or I have the right to dispose of it as I see fit in several prescribed methods. These are not unusual clauses. But then again, re-reading as a I type, you may have just thought I was saying it was perpetual, in which case, no, I'm not that naive!
Regardless, the wider point stands that TT had no commercial relationship between this brief IP license that we are aware of. And that brief IP license in no way justifies or makes sensible TT's weird obsession with SW's bankruptcy proceedings. A simple brief IP license just doesn't lead that kind of entanglement or investment in your licensor. So again, there's clearly some additional factor here linked to SW's insolvency that we're not being made aware of.
You seem to be falling into the same trap. Yes TTC and TT are owned by the same people from the same address, but they are separate legal entities.
to say it is irrelivent to know who the deal was with in the first place shows that you probably have no idea of contracts and licensing - if you'd like to know why it is important feel free to review all my posts that explain why this is the case. To paraphrase, if TT legally bought from TTC within the period they TTC held the licence then nobody is breeching any contact here.
Also, please check before you post - the announcement in November 2019 you keep mentioning was posted by TTC - not Troll Trader. https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ If you would like to check that TTC and TT (and KD for that matter) are seperate legal entities please feel free to check out Companies House, the UK register for all companies.
Which is irrelevant, because if you bothered to look in any detail on Companies House you would find that TTC is a wholly owned subsidiary (at least in US legal terms) of TT (specifically Troll Trader (Holdings)) as well as being the relevant legal entity in control of TTC. Check the incorporation document here: https://find-and-update.company-information.service.gov.uk/company/11909386/filing-history Page 4 indicates 1 share of the company exists
Page 5 indicates that 1 share is owned by Troll Trader Ltd
Page 7 indicates Troll Trader Ltd is the RLE (Relevant Legal Entity) that acts as the PSC (Person of Significant Control) for the company.
If you check the Notifications dated 7 April 2020 and 8 April 2020 you will find that the RLE was changed from "Troll Trader Ltd" to "Troll Trader (Holdings)" which appears to be the parent company that owns both Troll Trader and TTCombat (and probably also Kingsley, but I didn't bother to check as it is not relevant).
Which is irrelevant - unless you are saying that the contract is with Troll Trader Holdings - which seem highly unlikely. The entire purpose of having a "holdings" company is to keep everything at a legal arms length. If you were just going to sign all your contracts as the holdings company there would be zero reason to incur the upfront and ongoing expense of then splitting that out into separate companies.
I hold shares in Barclays and Games Workshop, this makes me the part owner of both of them - it doesn't mean that any contract GW sign means that Barclays are held by the terms of it too.
You also fail to note the document from the7th April 2021 which stated Troll Trader LTD ceased being a PSC, but that doesn't surprise me as throughout you've been ignoring anything that doesn't fit into your argument. The key is right there in the name - they are all Limited companies. The contracts they sign are limited to that company and that company alone, regardless of any other companies the people who own that company might also own.
Your reading comprehension is astonishingly poor - I underlined what I mean, see if you can't figure out why. Big pro tip, if you're trying to hinge an argument against someone as "ignoring anything that doesn't fit", then your argument fails when they in fact point out the exact thing you are acccusing them of ignoring. But that doesn't surprise me, the question is did you try this argument because your comprehension of law and finance is so poor that you couldn't figure out that TT Ltd was removed because it was replaced by TT Holdings, or because you are doing the exact thing you tried to accuse me of and ignored anything that doesn't fit into your argument?
Holding and limited companies don't work the way you believe they do either. Its a common misconception that the owners/members/directors etc. of limited companies are not personally liable for events that occur within the "jurisdiction" of a business. The key is in the name, its a *limited* (liability) company, not a "non-liability" company. That means that the extent to which entities (such as owners) outside of the corporation itself can be held personally liable is limited, but its not completely prevented. As the owner of an LLC I can absolutely be held personally liable for debts incurred by the business under certain circumstances (in the US this is referred to as "piercing the corporate veil" - one major criteria for this is if a creditor can prove injustice or fraud), likewise while my liability for actions taken by the company and its officers, etc. may be limited, I am still liable for my own actions (including inaction in the form of negligence). Theres also the "co-signing" factor, where individuals within a limited company can be held personally liable by way of cosigning loans and documents that make them legal guarantors of those terms as an individual. In general, when it comes to contracts entered by an individual on behalf of the corporation, limited liability protections apply and an individual generally cannot be held personally responsible for issues resulting from them (there are always exceptions), however those liability protections do not extend to torts - which are civil offenses other than breach of contract, but... in the process of breaching a contract it is possible (and arguably common) for an individual to commit a tort offense that renders them personally liable for harms resulting from that breach. Examples of such torts are fraud, defamation, injurious falsehood, breach of confidence, abuse of process, intentional inflection of emotional distress, deceit (especially for inducement into a contract), negligent misrepresentation, fraudulent misrepresentation, tortious interference, trespass to chattels, conversion, etc. Some of these accusations can probably be leveled by SWM at TT (whether or not they would be upheld in court is a different story), and quite a few of them can likely also be counterclaimed by TT at SWM - its worth noting that there is a high degree of consistency and commonality between the US and UK as far as tort law is concerned and theres very few things that may be applicable in one jurisdiction but not the other in this case.
Anyway, all that is to say that the idea that the "parent" (owner, holding company, etc.) of a legal entity is not subject to the liability of a subsidiary (the operating company, i.e. Troll Trader Ltd, TTCombat, etc.) is fictitious. The limited liability protections are a barrier or insulator against those liabilities, yes, and make it harder to hold an individual or holding company liable, but they by no means fully prevent it. And so as a Holding company, Troll Trader Holdings is still exposed to some degree of liability and risk on behalf of TTCombat and Troll Trader Ltd, etc regardless to your assertions to the contrary - the main legal benefit they provide is putting a bit more distance between an owner and their operating companies such that being held personally liable as an owner/shareholder, etc. is a bit harder to accomplish. In fact, a main reason for the use of Holding companies is financial (rather than legal as you seem to believe), as they allow centralized accounting of the subsidiary operating companies such that you can offset the profits of one business against the losses incurred by another business while keeping some separation of liabilities between them - but just like with limited companies "piercing the veil" is still relevant, in this case piercing the veil has been justified/has precedent when the parent actively participates in or has control over the action of the subsidiary, but not (generally - there are some exceptions) when the holding company entered into a contract on behalf of the operating company except where torts are involved. Basically "as above, so below" - if I as an individual are protected from breach of contract on the part of a corporation, that same standard and protection generally extends and applies to holding companies in the same way.
Ergo, your argument that a holdings company wouldn't sign contracts because it would make them liable is mostly a moot point. It also bares mentioning that a big reason for holding companies is to centrally manage assets under the holding company, meaning that things like molds, equipment/tooling, facilities, property, securities, vehicles, etc. are owned by the holding company and leased to the operating companies/subisidaries. This is so that if an operating company goes belly up and defaults on its depts, creditors can't easily come a-knockin to repossess those assets to make good on the monies owed to them. What other assets do holding companies frequently own on behalf of the operating companies? Well turns out, intangible assets are a big (and arguably the *biggest*) one. What are intangible assets? Patents,copyrights, technology, processes, trade secrets, and... IP.... hmmm, what is this dispute about again? Oh yeah... IP (and yes, holding companies are typically used to hold licensed IP as well owned IP, reason being that usually there is business overlap between the operating companies owned by a holding company, and by licensing the IP at the holding company level it allows for the operating companies to all be sub-licensed through the holding company rather than requiring separate agreements for each. I would provide you some specific examples of this that you are likely familiar with, but that would violate my NDAs).
This is actually the first bit you've said that is correct, however this isn't legal loopholes - this is fairly standard practice for contract law, it's something small companies fall foul of all the time (not understand who they have a contract with) but to claim it's a loophole is wrong as this is the entire reason the law works like it does. I cannot speak for US law, and so maybe the issue is just under want jurisdiction the contract was signed, but in UK law this kind of thing happens all the time - if you wanted to stop TTC selling the product to TT and they getting longer than 6 months to sell them to the public this would need to be specifically called out in the contract this side of the pond.
You continue to demonstrate poor reading comprehension. As I said, the clauses you are referring to are fairly boilerplate, i.e. standard - a contract that *didn't* have such clauses in it would be very highly unusual. The loophole I am referring to here isn't that those clauses were omitted, its that they weren't written in a way which would be legally comprehensive enough to cover particular and unique corner case scenarios - with the caveat being that in most cases no court would side with TT/TTC if that was the legal defense they attempted to justify their action.
As for what TTC mention. - I suggest you read their statement again -t hey state the produced all bases under licence, at no point do they say they are still producing them. Unless you have some secret knowledge that the rest of us don't have I don't know why you are assuming everything TTC say is a lie and everything SW say is the truth.
TTC believing that they produced everything under license doesn't actually mean that they did. Thats kind of the basis upon which the vast majority of contractual disputes are founded - one side interprets the terms of an agreement as allowing certain activity to occur while the other side disputes it. In my posts I have outlined numerous potential scenarios in which TT might believe themselves to be in the right to produce those bases when in reality their right to do so would vary between "maybe" and "no".
Theres also the obvious qualification on their statement: They may have *produced* everything under license, but that doesn't mean that their current *sales activity* is still covered under the terms of the license.
This is actually quite funny, because earlier you were mentioning how you couldn't see how TTC could possibly make back their $10,000 licence fee in the 3 months provided, and now you are saying that them offering it was predatory. If anything it looks like they were prepared to make a loss to help out a guy they already had dealings with (as you have pointed out they first had a business relationship in 2019) to help him through some tough times.
I still don't see how TTC could make back their money - not in 6 months anyway - but thats besides the point and not really germaine to the discussion at hand regarding who is in the right/wrong/responsible, etc. I also don't see what that has to do with this - the idea that it was a predatory contract didn't come from me, it came from deano who suggested that (as a means of justification for why TT might be able to do things that most contracts would not allow) Justin agreed to a non-standard licensing contract that had none of the standard clauses and protections that typically come with them because TT had Justin "over a barrel". Thats the definition of a predatory contract, and it came from someone who was trying to defend TTs actions.
I absolutely don't buy that TT was an altruistic disinterested party just looking to help out a buddy, that implies that they were willing to take financial losses to bail out another company, and I see no reason for why they would do that, nor any evidence that that is what they were actually trying to do. It was a money-making venture for them, pure and simple - they told us as much with their sob story about how they spent $20k + 15k GBP and hadn't even made so much as a dime yet. Rationally they wanted to recoup those losses, based on the timing of it all it seems they determined that they were going to make that happen following the termination of the contract term.
I thought you might jump on that. Yeah TT were in the stronger negotiating position. They had a stable company without loads of debt and an unfulfilled Kickstarter. They had the ability to get a better deal. The fact that somehow that suggests they were bad actors is preposterous.
Theres a difference between "I'm in a stronger negotiating position and am going to get favorable terms on this contract" and "I'm in a stronger negotiating position and will take advantage of the fact in order to get concessions that remove clauses from the contract which serve to protect the other party from potential abuse by me". What you implied with your assertion that TT had SWM over a barrel and used that to get a contract that allows them to do something that almost universally is never allowed was the latter rather than the former.
At multiple points you're assuming things Justin said to be true, while assuming things TT said to be false.
Thats because Justin really didn't say all that much, and none of what little he did say was necessarily egregious or out of the ordinary for a situation like this. He made accusations, and thats about the extent of it. The statement was quite likely written and reviewed with his legal counsel based on how its worded and phrased and by the extents of what he does say and does not say. Everything in it basically checks out, because there is little that needs to be substantiated or verified beyond the validity of the accusation itself and not a lot within the satement is challenged by a basic understanding of how the world works.
TT were the ones that responded with what is at best a half-assed and incomplete defense that raises more questions than it does answers. In the process of doing so they have essentially corroborated the scant few details that Justin provided, while leaving a lot of things unsaid - and the things they left unsaid are all the things that they should have said which would have actually demonstrated that they have been acting in good faith. For instance, they said they produced all the bases under contract, but they did not say they are selling bases under contract. They said that they paid for 6 months of license and then declined to pay more (at the time, as some of you will remind me), but they did not say that they renewed making further payments at a later date or that their license carries through to today/is still in force. In fact, they don't ever actually acknowledge that they actually have sold any bases at all! The closest they come is:
"We have never made or sold any counterfeit SW product (nor would we!). All SW products were made under licence as described above."
In case its not clear, they are telling you that they made the bases under license, but not whether or not they sold them under license. Theres a number of possible reasons why they phrase it this way, one of which is that its an honest ommission - but another is that by stating such they potentially open an avenue for Justins legal council to more directly elevate this to a "formal dispute" (i.e. lawsuits and courtrooms) on the basis of tort - which, as I explained earlier in this post, opens up a can of worms for the supposedly "limited" liability of these companies. Presumably, their manufacture of these bases is all above board. After all, if they did pay for 6 months of terms before Justin potentially terminated the contract, then unless he refunded them - which is unlikely given SWMs financial duress - they would be legally entitled to the completion of that term, and even if SWM did refund them its fairly standard boilerplate to have early termination clauses which would have likely awarded penalties to TT for him doing so (keeping in mind that TT would incur unrecverable costs in the event of a premature termination). So, with the base manufacturing being legit, or at the very least falling into a legal grey area where Justin would struggle to bring a meaningful claim against them, there is no risk in them stating as such - but if the sales of those bases is questionable (e.g. - the wording of the contract terms allows some sort of loophole or is less than ironclad in its proscriptions) or a direct violation of contract, then there is legal risk involved in discussing it. Basically, they may be "fething around", but they are doing so in a manner where they are hoping to avoid "finding out".
To me, these omissions are indicators of a bad actor more than they are an honest accounting of one side of the story. They are all very careful in what they admit to while artfully dodging anything that would indicate one way or another whether or not they are actually operating in the clear in the present day. There is probably a reason for that, and it wasn't just accidental that their statement doesn't state clearly that they are and have been fully complaint with their obligations under the terms of the contract and that they are continuing to operate under its provisions, etc. If its as simple as "our contract allows us to sell the bases already in our inventory that were produced under the terms of the license in perpetuity" or something, don't you think they would have said so or at least alluded to it? Anyway, the only thing in TTs statement that is of concern are the comments about Justins salary and taking a vacation, but we don't know the circumstances behind that (what does TT consider an excessive salary? does it take into account disparities in cost of living between the UK and California?) and we don't know that TT is being fully truthful in their presentation of the facts (was it really a vacation, or was it a business trip? was it planned and paid for in advance or undertaken at a point where the financial situation wasn't yet clear?). In all honesty, its a rather pointed and personal - I would go so far as to say unnecessary - attack that TT made against Justin as an individual in a very public way. In fact, the majority of their post is less a defense against accusations of fraud or whatever and more a hit-piece against Justin and feels like it was intended to sway public perception in their favor (seems like its working) rather than actually deny the allegations being made against them.
Even though Justin is the only known fraudster here - he took $50,000 to spend on new bases from a Kickstarter campaign and spent them on... well not those bases clearly.
Can you identify or demonstrate where he has committed fraud for me, please? He could have committed fraud and embezzled those funds, etc... sure, but its a lot more likely that those funds evaporated due to incompetence/negligence or just circumstance and bad accounting. As best as I can tell, SWM has been around for many years and successfully completed multiple kickstarters (one of which raised an amount several times larger than $50,000). I see no reason to believe this was part of some masterful longcon so that the dude could scrape off a pitiful $50k, if he wanted to defraud people he would have made off with the money from the tablescapes kickstarter instead. I get that you're mad because you're out some dollars, but fraud is a serious accusation that has a much higher bar that needs to be cleared than one party thinking the other makes too much money or isn't entitled to time off of work.
At this point I can only conclude you have a vested interest in only seeing one side of the argument. Just like me, to be fair, but I've been open with my bias from the start.
Either way, we're done here.
Please elucidate where or what my vested interested in this is? As I've already said, I spent maybe $50 on Secret Weapon products once 5+ years ago, vs having been a years long loyal repeat customer of TTC for several years (as well as a staunch defender of their handling of the DropZone and DropFleet product lines) - including having an outstanding order that I am waiting on delivery of at this very moment, which was placed after I was fully aware of the accusations made by Justin and the counter-accusations made against him by TTC.
If anything, my vested interest and bias would be in TTCs favor, not SWMs.
This doesn't strike me as a basis for claiming anything about SW or TTC, their ownership, the darkness that lies in the hearts of men, etc. It looks a lot more like a simple dispute between 2 companies, where the deal they had was poorly defined and didn't satisfy either party.
Kind of yes, but with the additional caveat that one party is accusing the other to be either in breach of contract or acting in bad faith now that the deal has been (presumably) terminated. That accusation becomes the basis for "darkness that lies in the hearts of men" because theres a very limited subset of possible scenarios in which both parties are actually "NTA" ("not the donkey-cave"), otherwise its likely that at least one (if not both) of them are "the donkey-caves".
Ketara wrote: I personally have an alternative theory (probably wrong) that there's an informal agreement made here that isn't reflected in the current public briefings.
TT bought a license from SW and kept pumping them ever larger sums of money - but any child knows that having a short license term in no way guarantees perpetual sales. Why would they keep sinking extra money in unexpectedly, and why would SW keep approaching them for more? Also, when you read TT's statement, there's a degree of...outrage about the fact SW is still operating even though they said they were going to close.
I reckon some sort of under-the-counter not-entirely-legally-nailed-down deal was made about TT obtaining the rights to the bases if they held a license when SW folded. Instead of which, SW kept open and trading whilst continually insisting to TT 'probably next month!' So TT's license has expired again and again, leading them to keep continually extending the license whilst SW technically kept the rights.
Six months down the line, TT has had enough and spent enough and wants their damn IP. But now going through their correspondence, they've realised they've no bloody way to make this happen due to bad negotiation skills. So they've decided to act unilaterally, hedging their bets on the fact that SW is bound to shut up shop long before a case reaches court.
This is actually kind of... brilliant? Also coveniently probably makes them both the donkey-cave - SWM presumably for cocking the deal to their advantage (if thats what they did) and TT for breaching the agreement out of impatience and frustration. If nothing else, nobody can accuse you of 'bias'.
To be clear: SW took $50,000 in funds on a Kickstarter and who knows how much more in the pledge manager in order to fulfil a project. He has now run out of money without fulfilling that project. He's the crook.
Are you like, actually a child with no understanding of reality? For him to be a crook would require him to have willfully and intentionally mislead people with an intent to embezzle those funds with no intent of fulfilling his obligations. You aren't a crook if you take orders for a product with every intent of making good on those sales and then circumstances transpire to shut you out of business, making it impossible for you to deliver. Every indication in this is that Justin intended to and believed he could deliver on the kickstarter, and still believes that he and/or SWM will... somehow.... Not even TT accuses Justin of being a crook or a fraudster (though, arguably it may be because that opens them up to accusations of libel/slander, etc.).
Talk about an extreme and nonsensical reaction/accusation.
A responsible business person would have put that money aside and used it only for fulfilling the project. When it became clear that that was the only money he had left, he should have refunded backers and shut down the company. That would have been the responsible thing to do.
Thats putting the cart before the horse and creating a sort of chicken and the egg scenario. Fulfilling the project entails spending the money - its not like he puts it into a bank account and sits on those funds right up until the point that he takes delivery of the completed bases and is shipping them out to backers. Theres a lot that needs to be paid for and spent well before that point in time ever comes.
Basically, if he put the money aside and didn't spend it at all so that he would have something to refund you with, the project would never get fulfilled because the money he earmarked for that project is unavailable for him to use on actually fulfilling the project. If on the other hand he uses those funds for the intended purpose and then for whatever reason comes up short and doesn't have funds available to complete it, then he can't refund you because he already spent the money trying to fulfill the project so that he wouldn't have to refund you in the first place.
What I presume is your naivety has basically created an unrealistic no-win situation.
Instead he used it to try and fail to pull himself out of a hole. It's possible that was the entire point of the project in the first place.
Another serious accusation - do you have proof of this? The project was launched and funded right as COVID was kicking off, that changed a lot of things for a lot of businesses. Its entirely possible he wasn't in any hole at all when things launched, and found himself in a hole right after.
Besides that, believe me when I say that the vast majority (upwards of 80% - most of the remaining 20% is for 3d pritnables where theres very little cost on the creators part) of kickstarter projects in the tabletop industry either dont/only just barely break even unless they go to retail sales afterwards. Many projects are reliant on outside funding (such as bank loans) to cover the shortfall between kickstarter funding and the actual cost of production, or otherwise are serial kickstarter campaigners where the money collected on a campaign goes to completing the previous project that they funded. Also the funding goals you see are often deliberately set low because hitting your goal quickly is a surefire way to get more people to back your campaign - my friends within the industry who have successfully funded kickstarters say they typically place their funding goal somewhere between 1/5th and 1/3rd of their actual target. In the case of my own campaigns I've been honest about the costs but also spent a lot out of pocket in the lead-in to launching the campaign so that I have less risk and shorter lead times than what is typical.
What I will say about all this though, is that I declined to pledge for this campaign because it was their second attempt at it. They previously launched it with a $7500 goal, raised $15k over a period of a few days or whatever, cancelled it, relaunched it some time later with a goal at $6000. Big red flag - $7500 was already a dubiously low price to launch this type of a product line, especially one with so many varied styles, etc. and on the second attempt they came back with even more styles, better prices, and a lower funding goal. They were doing the same thing everyone else does - misrepresenting their true funding target so that they can drive more backers to them by funding sooner. Couple that with the apparent difficulties I've heard about regarding their previous campaigns, etc. and I wasn't willing to take a risk. Its unfortunate so many others were - but given that they were partnered with Reaper and Every Little War on this I think many felt safe in assuming there was lower risk on this.
Speaking of - I think the fact that Reaper and ELW were involved is a pretty big indicator that this was a serious project with a serious intention of coming through.
So far as the SW/TT discussion goes, you're right, we can't know for sure who is in the right there and we don't have enough information to definitively say one is in the right and one is in the wrong.
But Justin is definitely a crook, just on the basis of the KS stuff. He shouldn't have spent backers' money. That's open and shut.
(And yes, blah blah, that's the risk you take on KS - I'm quite aware of that, but just because every KS is a gamble on whether the creator will act in good faith or not doesn't excuse them from getting called out when the act in bad faith)
I wish you could see how my eyes are rolling into the back of my head right now. Its clear you don't even know what bad faith means, let alone have any idea of how product development and retail release works. Your demands are completely unrealistic, this is not open and shut.
1. It doesn't make sense for TT to ever have taken licenses for such tiny increments of time (they began with a 3 month license). With no guarantee of future license extension, it's a weird thing to do if they were expecting SW to go under (which they say they were). After all, a different brand new owner who purchased the jettisoned assets of a closed SW might decide to can TT's operation and refuse an extension before TT ever made a profit. There's a reason most license agreements you see are made for periods of years, not months. If anything, the fact TT are still trying to recoup their costs unilaterally now evidences the fact that a couple of months was never going to suffice. So the first question is - why did they do it? Why take such a short license?
100%. I've been mystified by the 3 month rolling terms since the beginning. I have never seen anything like that. There are massive risks associated with it (which is the reason why its never done, at least not in the tabletop industry) and its a really odd business arrangement to make knowing what the lead times are for reproducing molds and bringing them to production and taking into account the knowledge of SWMs financial difficulties. If they were serious about the license (and serious about "helping out" like some people contend), it would have been more reasonable (and safer) for them to sign a 2-3+ year term and put down a larger sum up front with progress payments to ensue once production started. The larger sum is more useful to SWM in terms of floating them and the longer term ensures that TT would have the means to ensure a return on their own investment over a longer time period. There are concerns about what would happen to the license if SWM went belly up, of course, but there terms that can be (and often are) included to account for that eventuality, so either SWM was unwilling to include them or there is more going on as you ahve indicated.
2. SW was publicly declared to be going bankrupt before this agreement between the two was even mooted. TT says that they agreed to license this IP to give SW 'a cash injection'. Which...is equally weird. They're separate companies. Why would TT want to give them a cash injection? They're a foreign company, SW's finances are none of their concern. For that matter, why (a few months in), was TT demanding to see SW's books? Why do they care about Justin's salary at SW? They have no legal right or interest to do that as a basic licensor for a handful of resin bases. TT hadn't even started selling bases at that stage, so it clearly had nothing to do profits from the IP not meeting promised expectations. So the second question is - why is TT so invested and involved in the finances and expiry date of a separate foreign company?
Ish. There are certain circumstances where this would be warranted, but usually this type of review would occur (if it occurs at all) up front before a deal is inked, not afterwards. TT demanding to see the books and SWM agreeing to is *weird*.
(c) using the (fairly standard) excess stock sale clauses in this sort of contract to gradually dispose of anything left over. Done and simple. It's how everyone else does it.
This is not, in fact, how everyone else does it. Usually excess stock clauses are period limited, I have never seen or heard of a contract that allowed an indefinite period of continuing sales of excess stock following a license termination/expiration. Most contracts require destruction or disposition of excess stock at the point of termination or within a very short period of time (not more than 30 days, etc.) afterwards. Some are a little more generous and give an extended term, but usually those involve proof of destruction of production tooling/materials to ensure continued production cannot be ongoing. I have personally witnessed destruction/disposition sales of excess stock from terminated licenses in the board game industry (big publishers, mostly equally big/larger licenses) on multiple occasions, there are certain businesses that even specialize in gobbling up excess stock of licensed products (Miniature Market and Noble Knight come to mind) in disposition. The only property I can think of that didn't seem to have that type of contractual clause was FFGs DUST license, as it seemed like they were still trying to sell through their unsold inventory for years afterwards. I also suspect that Agents of Gaming might have had some sort of weird contract with Babylon 5, as it seems they are still selling B5 miniatures to this day despite that license having ended like 20 years ago. I suspect that their license did not have an excess stock clause (or a very loose one) and that they have secretly continued manufacturing the minis while claiming they are just selling off the leftovers from way back when.
People also forget that this was the second KS for the bases, the first was cancelled by popular demand by the backers, not by SWM. Justin had the first KS structured it in a wierd way that was actualy to the benefit of backers, but didn't fit well with how KS campaigns run. WE asked him to cancel the first one and restructure it in a way that made it worse for us as backers but better for the campaign.
Is that what happened? To me it looked like a red flag. Most times when you see a fully funded campaign (at least in the tabletop industry) cancel and then relaunch at a later date its because in reality the numbers weren't coming in the way they needed them to in order for financing production to work out. They take them off because they know they aren't going to come up with the money they need in order to deliver, so they restructure it if they can to make the numbers work out or take the kickstarter funding data with them to the bank or investors to seek outside funding so that they can get the project done within a more constrained funding goal.
I was going to respond to this but it's largely pointless - you believe one thing and maybe that is how it works in America, I believe another and know for a fact that is how it works in the UK.
As for my main point I have NEVER said who I think is in the right here as we have nothing like enough information, hell in the most extreme possibility (and I am in no way saying this happened) it's entirely within the realms of possibility that TTC situated in the contract that the $10,000 HAD to go to the KS bases or they became legal owners of the IP.
Incidentally, piecing the veil would only apply in The UK if there was some kind of impropriety, so again if the contract was signed with TTC (which is likely as this is the company that hold licences and handles production) then once again TT would not be held to it unless it was specified specifically in the contract that it did.
The point being, without any information on what was in the contract we can have no means of knowing who is in the right and who is in the wrong. To claim one side is in the wrong constantly implies you have seen the contract - or you have some vested interest in the matter.
I have just repeatedly called out that you claim that it is always SW and never TTC (or TT since you seem to think the fact that even TTC claiming the deal was with them is a lie)
For all we know, it was even just a verbal agreement between a small company and a very small company, not some carefully and extended discussion considering all the factors, involving lawyers and boilerplate.
I've seen such deals happen on a handshake for more money than we're talking here from the inside, but it's fast and easy and allows people to get on with things when they think they know what they're doing and everyone is acting in good faith.
And they can be acting in good faith and it still goes wrong, people being people, but they keep doing it anyway.
There's no evidence Justin is a crook over the indefinitely delayed kickstarter. The entire point of kickstarter is that it is angel investment.
Something does not exist, you would like to have it, you give money to someone to create it and you get one as a reward. It is risky, because the point is the thing does not yet exist, and there's no way to know whether the person raising the money will have enough to actually create the thing, or even the ability, or what risks are unknown.
Where it falls down is when a kickstarter is effectively used a pre-order for something that does already exist in a normal business line and they just want to go to production using their existing processes and don't want to get a normal business loan or use reserves to do it. This makes people think *all* kickstarters are just a pre-order with a long delay alas.
The golden rule is don't put money into a kickstarter you're not prepared to see come to nothing - you're speculating with your own money. If you're not prepared to do that, wait for it to go to retail when it works like you think it does.
Now, if there's evidence that Justin actually took the money with no intent to work on the HD bases project and never did, that would probably be fraudulent, but I've seen nothing that indicates that - just that he tried and failed (so far), which does happen sometimes with speculative new ideas. Which means you should consider that next time you kickstarter one of his projects (or indeed, any others!) but nothing more sinister.
Accusations like this don't make much sense. People were employed working on the HD Bases Kickstarter campaign. Molds and Samples were produced. SW was pursuing deals with Reaper and ELW to handle shipping. All of these activities are perfectly legitimate, they cost money and take time / effort to complete.
You say the responsible thing to do would have been to refund pledges. What precisely is this supposed to mean? Does he take the remaining cash and divide it between each supporter, or does it mean he refunds the entire pledge amount with money he no longer has? One is equally dissatisfying, the other is impossible.
So there's two ways to do it. One is that you ringfence the money. It gets its own budget line, you use the money solely for producing the bases, you don't spend it on anything else. This is my favourite approach, as it allows total transparency, and it's the default method any new company forming based on a crowdfunder will use, and that's all their income. You can show backers exactly where the money has gone. And yeah, sometimes the money runs out and the product hasn't be delivered. Bad luck, it happens, that's Kickstarter. Backers have repeatedly asked Justin to show where the money from the KS has gone, and he's declined to respond. Not even a simple "we spent $30K on R&D and then $20K on further development and then the money was gone". Just silence.
Which leads me to conclude he took the second option, which is more appropriate for an established company: you record the $50K as income but then record producing the bases as a $50K liability on your accounts. This is where it's squirrely, as legally in the US, you don't *have* to record that liability. And if you don't, you can use that money for other stuff, like putting off bankruptcy for a while, in the hope you recover. But that's literally just gambling with your backers' money. It's legal, but morally reprehensible in my opinion.
Of course, what happens if you do that, because you don't have the liability on the books, is that other "real" debts come first. So that money gets used to service the debt to the banks instead.
If Justin or his friend here want to open up and explain where the money went I'm all ears but I'd be amazed it if it was all spent on the bases. Especially as two weeks before Secret Weapon announced they were closing, the last update was that the bases project was all going to plan and the first set of samples were due imminently. So everything was fine, then two weeks later there was no money left? How expensive were those samples?
Now, if there's evidence that Justin actually took the money with no intent to work on the HD bases project and never did, that would probably be fraudulent, but I've seen nothing that indicates that - just that he tried and failed (so far), which does happen sometimes with speculative new ideas. Which means you should consider that next time you kickstarter one of his projects (or indeed, any others!) but nothing more sinister.
I agree entirely that KS is totally a gamble. But just because it's a gamble doesn't mean people who pledged don't get to hold the creators to account. Not legally, but morally. Just because there's no guarantees on Kickstarter doesn't mean there's no consequences for creators who fail to deliver.
Like I just mentioned, the KS update was showing everything going according to plan, no mention of things costing more than they should. Yes, COVID came along but during that time they opened the pledge manager and took more money and said everything was fine and just delayed a bit. It was just two weeks after the last "everything is going to plan" update that we got the "Secret Weapon is folding" update. If we assume the previous updates were not just outright lies, then either the product burned through all the manufacturing budget in two weeks without manufacturing anything, or the money was spent elsewhere.
Another serious accusation - do you have proof of this? The project was launched and funded right as COVID was kicking off, that changed a lot of things for a lot of businesses. Its entirely possible he wasn't in any hole at all when things launched, and found himself in a hole right after.
See above - the KS updates all throughout COVID said everything was fine. It was just two weeks between the "everything is fine" and the "we're closing" update. At this point, manufacturing of the bases hadn't even started. So either the updates were lies and the project was hugely over budget, the money was spent elsewhere, or the entire manufacturing budget for the project was spent in two weeks on...something?
You keep saying this to people but honestly, it's your writing that's really bad - unnecessarily long, wordy and circuitous. If you try and be a bit more succinct in your points you may find our reading comprehension improves.
techsoldaten wrote: You say the responsible thing to do would have been to refund pledges. What precisely is this supposed to mean? Does he take the remaining cash and divide it between each supporter, or does it mean he refunds the entire pledge amount with money he no longer has? One is equally dissatisfying, the other is impossible.
So there's two ways to do it. One is that you ringfence the money. It gets its own budget line, you use the money solely for producing the bases, you don't spend it on anything else. This is my favourite approach, as it allows total transparency, and it's the default method any new company forming based on a crowdfunder will use, and that's all their income. You can show backers exactly where the money has gone. And yeah, sometimes the money runs out and the product hasn't be delivered. Bad luck, it happens, that's Kickstarter. Backers have repeatedly asked Justin to show where the money from the KS has gone, and he's declined to respond. Not even a simple "we spent $30K on R&D and then $20K on further development and then the money was gone". Just silence.
Which leads me to conclude he took the second option, which is more appropriate for an established company: you record the $50K as income but then record producing the bases as a $50K liability on your accounts. This is where it's squirrely, as legally in the US, you don't *have* to record that liability. And if you don't, you can use that money for other stuff, like putting off bankruptcy for a while, in the hope you recover. But that's literally just gambling with your backers' money. It's legal, but morally reprehensible in my opinion.
Of course, what happens if you do that, because you don't have the liability on the books, is that other "real" debts come first. So that money gets used to service the debt to the banks instead.
If Justin or his friend here want to open up and explain where the money went I'm all ears but I'd be amazed it if it was all spent on the bases. Especially as two weeks before Secret Weapon announced they were closing, the last update was that the bases project was all going to plan and the first set of samples were due imminently. So everything was fine, then two weeks later there was no money left? How expensive were those samples?
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent. Cancel the project and refund backers half the amount? Pull $25k he doesn't have out of his own pocket to send full refunds?
Doesn't really matter how he kept the books, there probably was never a moment where it was clear this wasn't going to work out. Sounds like he's still working on fulfillment.
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent.
Answer the question of where the other half went.
The 50% number is a hypothetical to explore the idea of what the responsible thing was to do.
Considering people were employed at this task and molds were made / shipped, the amount of money spent on the campaign was likely higher than that figure.
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent.
Answer the question of where the other half went.
The 50% number is a hypothetical to explore the idea of what the responsible thing was to do.
Considering people were employed at this task and molds were made / shipped, the amount of money spent on the campaign was likely higher than that figure.
Now stop redirecting.
I know, it was a stupid question, but I gave you an answer to your theoretical anyway. How is that redirecting?
I mean, I gave you a comprehensive answer to how a responsible company should use KS funds, and you said it didn't answer your direct hypothetical case, so I gave you a direct answer to that to, and you're saying "well that's just a hypothetical, it doesn't answer the general case".
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent.
Answer the question of where the other half went.
The 50% number is a hypothetical to explore the idea of what the responsible thing was to do.
Considering people were employed at this task and molds were made / shipped, the amount of money spent on the campaign was likely higher than that figure.
Now stop redirecting.
Take dean's one sentence reply, and add "They should" at the start - he wasn't trying to redirect, just answered a bit abruptly.
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent.
Answer the question of where the other half went.
The 50% number is a hypothetical to explore the idea of what the responsible thing was to do.
Considering people were employed at this task and molds were made / shipped, the amount of money spent on the campaign was likely higher than that figure.
Now stop redirecting.
Take dean's one sentence reply, and add "They should" at the start - he wasn't trying to redirect, just answered a bit abruptly.
Ah thanks man, I see where the confusion came in now. I guess sometimes you can answer a question too directly!
deano2099 wrote: See above - the KS updates all throughout COVID said everything was fine. It was just two weeks between the "everything is fine" and the "we're closing" update. At this point, manufacturing of the bases hadn't even started. So either the updates were lies and the project was hugely over budget, the money was spent elsewhere, or the entire manufacturing budget for the project was spent in two weeks on...something?
Thats fair - but lets put it in the context of what TT told us.
"Everything is fine" is what he said. What he didn't say is "because TT is going to give me another $10,000 advance for base licensing".
Then TT said no.
And then he closed the business.
The situation is less mysterious in that context - but the project going massively over-budget isn't that far-fetched either. The costs associated with manufacturing and logistics spiked pretty dramatically in the ~18 months between project launch and the closure announcement. Roughly speaking his production costs were probably up about 50% and his logistics costs (especially if container freight was involved) would have been up about 400-500%. Don't know what was going on behind the scenes but if he had old quotes for this stuff and didn't keep abreast of the situation its possible he got taken by surprise on the costs there, coupled with his financier (TT) ceasing their financing.
You keep saying this to people but honestly, it's your writing that's really bad - unnecessarily long, wordy and circuitous. If you try and be a bit more succinct in your points you may find our reading comprehension improves.
That's a great description of accounting methods but has nothing to do with the question.
Explain what a "responsible" business owner is supposed to do when half the money has been spent.
Answer the question of where the other half went.
The 50% number is a hypothetical to explore the idea of what the responsible thing was to do.
Considering people were employed at this task and molds were made / shipped, the amount of money spent on the campaign was likely higher than that figure.
Now stop redirecting.
I know, it was a stupid question, but I gave you an answer to your theoretical anyway. How is that redirecting?
I mean, I gave you a comprehensive answer to how a responsible company should use KS funds, and you said it didn't answer your direct hypothetical case, so I gave you a direct answer to that to, and you're saying "well that's just a hypothetical, it doesn't answer the general case".
I'm with techsoldaten. You said to ringfence the money, etc. so that the money is only being spent on the project so that the creator can refund backers at the point that the project becomes non-viable. Techsoldaten is rightfully pointing out that the money doesn't get spent at the point that the project is complete, but in fact gets spent constantly over the course of many months as art, design, tooling, production, packaging, transportation costs, etc. become relevant. He's asking you to explain how your ringfencing would allow the creator to issue a refund when the non-viability of the project becomes evident after 50% of those funds were spent during the course of attempting to fuflill the project before realizing it wasn't viable - and you can't seem to answer that.
"Explain where the money went" isn't really a valid answer to this, because that answer is obvious - that money was spent (at least in theory) on attempting to fulfill the project. Its certainly possible the funds were mismanaged and misspent, but the creator can easily lie to you just as easily as he tells the truth - in both cases you would probably accuse them of lying (without evidence), so its kind of a lose-lose for them, and in neither case are you likely to get your money back - which was literally the point of this thought exercise that you initiated.
I'm with techsoldaten. You said to ringfence the money, etc. so that the money is only being spent on the project so that the creator can refund backers at the point that the project becomes non-viable. Techsoldaten is rightfully pointing out that the money doesn't get spent at the point that the project is complete, but in fact gets spent constantly over the course of many months as art, design, tooling, production, packaging, transportation costs, etc. become relevant. He's asking you to explain how your ringfencing would allow the creator to issue a refund when the non-viability of the project becomes evident after 50% of those funds were spent during the course of attempting to fuflill the project before realizing it wasn't viable - and you can't seem to answer that.
My point was there's two approaches, either is valid. You can ringfence the money, in which case you should be able to explain where it went. Project wasn't viable, it's a failed project - that's fine. I mean, not ideal, but that's how it goes sometimes. If you realise it before you spend all the money, yeah the right thing to do is refund anything that's left but no-one is happy either way. I don't think that's what they did in this case. Because they went from "it's fine" to "we have no money" in two weeks. They hadn't started production at that point.
They took the other approach which was to just roll it into day-to-day operations. And while it's not my preferred method, I don't think there's anything wrong with that either. I'm just saying if you do that, the $50k should be recorded as a liability until the campaign is fulfilled. Which means your accounts hit the red $50k earlier than they otherwise would have. What I think they did was take this option but not record the liability, because legally you don't have to.
"Explain where the money went" isn't really a valid answer to this, because that answer is obvious - that money was spent (at least in theory) on attempting to fulfil the project. Its certainly possible the funds were mismanaged and misspent, but the creator can easily lie to you just as easily as he tells the truth - in both cases you would probably accuse them of lying (without evidence), so its kind of a lose-lose for them, and in neither case are you likely to get your money back - which was literally the point of this thought exercise that you initiated.
Nah it's not about trying to get my $50 back. It's explaining why I think there's clearly some deception on SW's behalf here, towards the backers of the bases. They're not an innocent party regardless of the whole TT issue which I'm happy to agree to disagree on. Your point on the lie of omission is well taken ("it's all fine, [if we get this money from TT]"). But I don't think it's obvious the money was spent on the project. Some of it was, for sure (well, almost sure, the last update before the "we're going out of business" post was that the first samples were going to be arriving in a matter of days, we never actually got to see them - which is a bit suspicious? Given they've been trading for a year since, but we can say they were lost in the post or whatever). But they weren't even in to manufacturing yet, so there was either the entire manufacturing budget left, or they'd burned through all of it and were relying on income from elsewhere to do the manufacturing which isn't being open and truthful with the backers.
I'm like, raising both possibilities because I can't prove it either way: he'd either spent all the money raised on the bases project and run out pre-manufacture, or he spent some of it on the bases and some of it on servicing other debts. (Or spent none of it on the bases and spent it all on servicing debt but I agree that's unlikely). You think it's the first, I'm minded to agree - but that still means he was misleading backers. Which, to the wider point, is what makes me wonder who else he would mislead.
In order to set the record straight I will identify that TTC was engaged in the acquisition of Secret Weapon Miniatures, Inc. using a plan proposed by TTC, and that monies transferred were clearly identified by TTC as intended for wages, rent, and shipping. I will show that TTC does not have, and has never had, a legitimate license to produce Secret Weapon products, and has been engaged in the sale of counterfeit products in the US, UK, and abroad. I will show that as soon as TTC received the last of the Secret Weapon master molds, along with more than $50,000 worth of non-resin products produced and shipped at their request, they declared that cash transfers previously identified as intended for wages, rent, and shipping as part of their acquisition proposal were now license fees after the fact, and that they walked away from the acquisition agreement that Secret Weapon had executed in good faith knowing that it would force me to close the company.
Huh, so I was more or less on the money with my thesis that TT owed SWM money for one thing and then retroactively claimed it to be a license fee, etc. Ketara was even more on the money with the idea that they were engaged in a deal for TT to purchase SWM which fell apart (though not in the way he necessarily thought it would) If this is true (and I very much believe it), then TTC is acting really scumily.
Either that, or Justin was reading this thread and took inspiration from it to make up one hell of a convincing story.
chaos0xomega wrote: Huh, so I was more or less on the money with my thesis that TT owed SWM money for one thing and then retroactively claimed it to be a license fee, etc. Ketara was even more on the money with the idea that they were engaged in a deal for TT to purchase SWM which fell apart (though not in the way he necessarily thought it would) If this is true (and I very much believe it), then TTC is acting really scumily.
Either that, or Justin was reading this thread and took inspiration from it to make up one hell of a convincing story.
Indeed.
Never give another company that kind of leverage over your business. Even if revenues are drying up, they will use it to your detriment.
For me the thing that really paints Louis in a bad light is the Vacation accusations. If Justin is correct, and he was not working from some expected cubicle, but instead remotely for a few days and properly reporting his work that's some real abusive micromanaging crap. Just from my own experiences with people like that if nothing else Justin posted was true I'd probably never buy from TTC again.
But add all the other dishonesty claimed by Justin, even providing email texts were TTC refused to even pay the fees they claim they are paying, and TTC really looks to be a pretty predatory company.
chaos0xomega wrote: Huh, so I was more or less on the money with my thesis that TT owed SWM money for one thing and then retroactively claimed it to be a license fee, etc. Ketara was even more on the money with the idea that they were engaged in a deal for TT to purchase SWM which fell apart (though not in the way he necessarily thought it would) If this is true (and I very much believe it), then TTC is acting really scumily.
Yup, you called it remarkably well and I doff my cap to you sir. I was wrong and you were right.
But add all the other dishonesty claimed by Justin, even providing email texts were TTC refused to even pay the fees they claim they are paying, and TTC really looks to be a pretty predatory company.
If you read the comments on that KS update, Justin mentioned in a reply that he heard there was drama in the TT acquisition of Dropzone/Dropfleet Commander as well.
I think the big open question from Justin's post is what the hell happened that it went from TT acquiring them to TT pulling out seemingly overnight.
He includes a lot of email evidence for everything, but then the crucial point on which the whole thing turns is "TTC walked away from their proposal in July 2021, and declared that they had negotiated a license agreement with me."
No actual copy from the email where they do this.
Weirdly that actually makes the entire thing *more* credible to me. I feel like Justin probably did something there that paints him in a bad light and so doesn't want share, but that does indicate that the broad strokes of what he's painting are accurate, and it's not all some flight of fancy. Like, if he was going to make something up, that'd be the one fake email you'd absolutely include.
But add all the other dishonesty claimed by Justin, even providing email texts were TTC refused to even pay the fees they claim they are paying, and TTC really looks to be a pretty predatory company.
If you read the comments on that KS update, Justin mentioned in a reply that he heard there was drama in the TT acquisition of Dropzone/Dropfleet Commander as well.
That could just refer to the fact that while Dave (old owner/game designer) was kept on the rest of Hawk Wargamers was let go which came as a shock to many. Still it's important to note that Dave is still working for TTCombat on Dropfleet/Dropzone and if there really was anything truely nasty going on i'm sure he'd have walked (its not as if jobs in the gaming industry are hugely well paid)
Playing devils advocate, and I'm still not coming down on either side here, nothing SW have posted says directly that a purchase was being discussed.
He is right that nothing mentions a licence agreement was being discussed either however.
That said discussion of P&L does point more towards a purchase, and that TTC are discussing the debt to the bank would indicate that they have some worry on this - which wouldn't be the case with a licence agreement (unless it was included in the agreement, but that would be massively unusual). The talk around the staff employed would also point towards a purchase of the company and not a licence, though it is possible that the licence "fee" discussed would have been "running and staff costs", it's unusual not an unheard of payment type for a licence and then TTC would have been valid in asking for this.
I would say that his argument that rebranding is not normally part of a licence agreement is wrong however, this happens a lot. Hell at one point even GW were just rebranding (and marking up) other peoples products, hey might even still be doing this with their plastic glue.
With all that said, it definitely does look from SW input here like the initial talk was around purchasing the company. The devil however will be in the detail - what is included in the messages we haven't seen? Why do TTC now believe that this was a licence fee? Was there some discussion of changing from a purchase to a licence due to the outstanding US bank debt?
I'm not saying these things DID happen, but it would be interesting to hear a rebuttal from TTC.
It is interesting to note that the 3rd solution offered by TTC (email of 7th September 2021) is to purchase the SW IP - which would seem an odd solution to offer if they had just pulled out of doing exactly that!
(in case people wonder if they could have edited it in to their own blog recently it was also posted on facebook at that time, and commented on by somebody at that time too)
surprising that Justin never mentioned this if his complaints are genuine
Yeah, so is posting screengrabs of the emails, rather than supposed text snippets. Either way, this all looks to be a huge mess, and both sides, IMO, are exhibiting kinda dickish behavior.
The only thing revealed by these exchanges is the utter lack of negotiating skills on both sides.
Justin left himself very exposed to manipulation through the lack of clarity. He allowed his counterparty to dictate the finances for his business, which should never happen. There was probably some uncertainty about what to do with Secret Weapon when he was talking to Justin, which is fine. But there's no evidence he was standing up for his own interests, and it feels like it's affected this crowdfunding campaign.
Louis thinks making a note on a cash transfer constitutes a licensing deal. I could park a fleet of trucks in the gaps between those emails, there are no details to make sense of. He's also continuing to negotiate with Justin over stock and payment for molds. Putting this out there publicly is a pressure tactic, if he honestly wanted some kind of a deal it should be done in private. If the other side is lying, as he claims, you have to be the adult in the room or it's just mush.
This is a petty dispute. The only question anyone cares about is whether they will receive their HD Bases. Regardless of the truth of what happened, Louis is needlessly jeopardizing his own reputation with these childish posts.
If Louis was concerned about his reputation, he would focus his public communications strictly on constructive topics, i.e. what's the status of the bases and will they be delivered. It's in everyone's interests to put that question to bed once and for all. Louis would then communicate privately with Justin's lawyer and resolve whatever issues are left. Lawyers cost money, there's no financial sense in dragging this out.
Then everyone would move on.
Seriously, no one cares whose underwear has the longest skid marks. Everyone knows the garments stink, what matters is who gets them cleaned up and washed.
The only thing revealed by these exchanges is the utter lack of negotiating skills on both sides.
This has been something I've thought since the beginning that 90% of this is just caused because no one actually sat down and said "lets get this all in writing and notarized".
The only thing revealed by these exchanges is the utter lack of negotiating skills on both sides.
This has been something I've thought since the beginning that 90% of this is just caused because no one actually sat down and said "lets get this all in writing and notarized".
I think that's the one thing everyone on the outside looking in can probably agree on
The only thing revealed by these exchanges is the utter lack of negotiating skills on both sides.
This has been something I've thought since the beginning that 90% of this is just caused because no one actually sat down and said "lets get this all in writing and notarized".
I think that's the one thing everyone on the outside looking in can probably agree on
The only thing revealed by these exchanges is that both of them are apparently allergic to lawyers. I struggle to believe that all of this would have been negotiated in email and at no point did either party go "hey, lets sign a legally binding contract to keep this all above board".
In any case, Justins original post alludes to a *ton* more emails than what TTC has revealed, and TTCs own emails are obviously very carefully selected as theres clear discontinuity between the content and substance of messages that very clearly points to the fact that they chose to omit information.
You will note that Justins original email is dated Feb 28, and it seems that per what TTC has revealed they didn't bother to reply for almost 3 months on May 26th (this is sarcasm to be clear). Theres quite clearly months worth of emails that are likely of significance and substance that are being overlooked here.
And of course theres over a week of time between the last set of emails that they shared and when the first of those two paypal receipts is dated - which presumably means there was additional discussion before TT sent payment to SWM. While the note on those paypal payments might say license fee, the substance of the likely omitted emails could have well indicated TT was agreeing to pay running costs as Justin previously indicated. On that basis, TTs "proof" falls well short of being "damning" as another poster suggested.
That being said, Justins latest response is a limp noodle. I would have liked to have seen more screenshots of whole emails, less carefully selected quotes and convoluted, confusing, and somewhat circular arguments in self-defense.
This whole thing is getting messy and gross, I'm getting popcorn.
chaos0xomega wrote: The only thing revealed by these exchanges is that both of them are apparently allergic to lawyers.
Lawyers are expensive and I doubt either company has enough money available to take their claim to court. It seems like what we have here are a couple of amateurs who wrote up a bad business contract and now want to enforce their interpretation of it.
Looking at this from someone who has no horse in either race, or particular loyalty to either company, it seems to me (looking from the outside in) of two companies trying (and failing) to follow the basic business practice of thrashing out a deal with lawyers, so that every base is covered (pun intended.)
As of now, it appears to have devolved into a childish back and forth that does nothing than muddy waters, create drama and make both companies look fething stupid. Layer up, go to court, work it out and we can all go back to wargaming without unneeded daily mud flinging.
My name is Louis, director of TTCombat and TrollTrader. While I do not wish to waste any more time answering Justins posts (made difficult by the fact I am blocked from the SW facebook page and cannot comment on the kickstarter) I am happy to answer any questions that you might have. Please feel free to email me trolltrader@googlemail.com
To avoid answering the same questions multiple times I will compile a Q and A and then post it back here asap
Thanks in advance to anyone taking the time to get in touch.
chaos0xomega wrote: The only thing revealed by these exchanges is that both of them are apparently allergic to lawyers.
Lawyers are expensive and I doubt either company has enough money available to take their claim to court. It seems like what we have here are a couple of amateurs who wrote up a bad business contract and now want to enforce their interpretation of it.
Thats the thing, it looks like they didn't even write up a contract , just a back and forth via email. A bad contract would have been better than no contract, surely? You don't even need a lawyer for that.
I mean, no-one is ever getting their bases. I'm pretty sure on that.
I'm really glad I didn't back that Kickstarter, but its a real shame because it looks like that could have been a phenomenal product line had it ever come to reality.
My name is Louis, director of TTCombat and TrollTrader. While I do not wish to waste any more time answering Justins posts (made difficult by the fact I am blocked from the SW facebook page and cannot comment on the kickstarter) I am happy to answer any questions that you might have. Please feel free to email me trolltrader@googlemail.com
To avoid answering the same questions multiple times I will compile a Q and A and then post it back here asap
Thanks in advance to anyone taking the time to get in touch.
As an alternative, please consider not posting your Q&A here. Or anywhere.
Your battle over narratives is pathetic. All ego.
Hard pass on helping you resolve your dispute with Justin. Settle things or we organize boycotts.
Exalt +1 on techsoldaten. This drama is best resolved and settled in private, stop trying to win in the court of public perception instead of doing the right thing.
My name is Louis, director of TTCombat and TrollTrader. While I do not wish to waste any more time answering Justins posts (made difficult by the fact I am blocked from the SW facebook page and cannot comment on the kickstarter) I am happy to answer any questions that you might have. Please feel free to email me trolltrader@googlemail.com
To avoid answering the same questions multiple times I will compile a Q and A and then post it back here asap
Thanks in advance to anyone taking the time to get in touch.
For reference, it really irritates me when someone takes advantage of anyone in this hobby. I've been screwed enough times, I feel protective.
I took umbrage when a company called Blue Table Painting screwed some guy over with a commission to paint an expensive Chaos Dwarves army. Made this post the number 1 link on Google searching for their name for 6 months.
It was also in the top 10 when searching for miniature painting service, commission painting, and a number of other common keyword phrases. Flooded out the rest with links to other content explaining why you'd rather have cancer than deal with that company.
Typically, BTP received ~2k organic links any given month prior to all this. I built enough interest in their business practices that my link farms we were receiving ~150k organic search links a month for this topic.
The owner was making daily YouTube videos desperately looking for some relief. At some point, the guy who got screwed settled with the company, so I stopped before running them out of business. Pretty sure I could have run them into the ground.
All that said: share whatever you want. I'll read it. If anything seems dishonest - like that stuff with US Bank - I'll respond.
As a backer, I really couldn’t care about all this back and forth. Sure, it was interesting to know what the situation is, considering not that long ago the situation was: company folded, money was gone.
But the length and details in the two recent updates feel as if Justin is using the KS as a soapbox. I don’t care about the minutia, and frankly, I don’t care that much about the story. Justin keeps repeating is all TT/TTC’s fault if the project is not moving forward, but I gave my money to him, not to TT/TTC. What does he expect? That we’re all gonna go up in arms and go knocking on TT/TTC’s door?
The only good thing coming out of this is Justin confirming in the comments that the money is still available to finish the project. I don’t know if I can believe him, but at least he felt confident enough to write it down.
I have always accepted that there is a degree of risk involved with Kickstarter, but I must say I am not happy with the lack of recourses when things go wrong. Unlike real,investors, we can’t demand access to anything, so instead we get updates full of rants and feuds.
Agreed, Alfy. I don't care about, or for, the back and forth squabble. The internet is not the place to resolve legal disputes. In fact, this he-said, he-said self defense fest is doing more, in my mind, to damage both of the reputations than to shore them up.
Really, Louis has the most to lose as far as reputation goes because he still has a viable business and wants to continue. Justin is on his way out and will exit the scene.
Nope. I haven't actively gone looking but nothing from Justin since last summer on Facebook. He's currently working for the State of California via a quick LinkedIn search and started around the same time he went silent.
I assume dealing with an international lawsuit is time consuming and expensive so it's either going really slowly on it or he decided to move on.
A few comments from Justin are spread in the comments of that post but here is the meat of them..
"Elrik's has sole and exclusive rights to the SWM products. Troll Trader never had an agreement with SWM and is currently refusing to destroy the molds and masters in their possession. Elrik's has had access to communications showing the effort that was made to get Troll Trader / TT Combat to even say when they think their license ended. Instead, they continue to sell counterfeit product."
"with the closure of Every Little War it is impossible to fulfill the campaign. I will be posting an update."
Secret Weapon Miniatures, Inc. has officially ceased all operations. Once the appropriate paperwork has been processed it will cease to exist as a legal entity.
With the closure of Every Little War in May, 2023, it is impossible for this campaign to fulfill.
Secret Weapon cannot process refunds on this campaign.
A good faith effort was made to fulfill the campaign, but with no employees since August, 2021, Secret Weapon needed to find a partner willing to handle fulfillment and, hopefully, carry the product line forward post-fulfillment. Unfortunately, a partner could not be found that was willing to move forward while Secret Weapon was engaged in an ongoing and public legal dispute regarding intellectual property and counterfeiting. That legal dispute is still ongoing.
Both Secret Weapon and Every Little War deeply regret that we were unable to deliver on this project, which you helped to realize, and bring this innovative new product line to market.
Charax wrote: well that's that then, out $100 and they couldn't even provide us the files to make the bases ourselves.
Another example of why kickstarters are a gamble, some complete and are fantastic, others...don't
Yep, this is one of two kickstarters that really changed how I use it. I really research anything I kickstart anymore, and as a result I have kickstarted. . . nothing in over a year.
Charax wrote: well that's that then, out $100 and they couldn't even provide us the files to make the bases ourselves.
Another example of why kickstarters are a gamble, some complete and are fantastic, others...don't
Yep, this is one of two kickstarters that really changed how I use it. I really research anything I kickstart anymore, and as a result I have kickstarted. . . nothing in over a year.
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
Dark Age Outpost (Viking palisades and buildings) from 2015 for me!
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
Were you waiting on a specific sculpt? Fulfillment was taken over by Tom Anders of Impact! Minis, and he has been really good about getting people what they are owed. You might have to make your pledge history public for him to view it and confirm your pledge, if he doesn’t have the records from Trollforge.
The Assimilation Host miniatures I got from him rather than from Trollforge were much easier to assemble, without that invincible mold release.
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
Were you waiting on a specific sculpt? Fulfillment was taken over by Tom Anders of Impact! Minis, and he has been really good about getting people what they are owed. You might have to make your pledge history public for him to view it and confirm your pledge, if he doesn’t have the records from Trollforge.
The Assimilation Host miniatures I got from him rather than from Trollforge were much easier to assemble, without that invincible mold release.
Yep. I was able to get mine when he took over. One of the few bright spots from my list of failed campaigns: Drake 1&2 (though got half of my 1 pledge), Fairytale games, and Journey Wrath of Deamons. Also have a video game that oversold itself as having all these ex-square people involved that never materialized. I'm much more careful now but do have 2 games with Mythic that could end up failing.
This SWM one is hard as they were an established company with a prior track record of delivering and they had the product pretty much done and then were a victim of the pandemic, lack of contracts (with Troll trader) and about everything going wrong from those two instances that could.
Honestly kind of left with CMoN, Monolith and Reaper for cheap plastic crack now and Monolith is only running KS for stuff that's at the factory ready to start production.
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
That's true - I guess I still technically have a pledge for the last SDE kickstarter that is "in progress."
But I mostly meant there seem to be a lot of fake companies with nonsense names that offer a lot of marketing and promises and then disappear into the night once they collect the money. Troll Forged, Secret Weapon and Super Dungeon Explore I'd put more in the category of "good faith failures."
Kickstarter has gotten really crappy the last few years. I won't back anything anymore if it's not from either an established company (with a reputation to lose) or a company with a proven history of delivering on campaigns. That being said that policy wouldn't have prevented me from backing this one. Sometimes you just can't see them coming.
To be fair I'm still waiting on a £200+ pledge from a Troll Forged Miniatures kickstarter from 2012. KS has always been this way
That's true - I guess I still technically have a pledge for the last SDE kickstarter that is "in progress."
But I mostly meant there seem to be a lot of fake companies with nonsense names that offer a lot of marketing and promises and then disappear into the night once they collect the money. Troll Forged, Secret Weapon and Super Dungeon Explore I'd put more in the category of "good faith failures."
There's a group in the middle where I think a lot of this stuff fits (especially Mythic recently) of "well, we are in a hole, but if we run another KS, it'll let us fulfil a previous one, and give us time to dig ourselves out of this hole" - it's done in good faith, they intend to deliver. But it's also deceptive, because they're not actually using the money they raise to deliver the thing they're advertising, they're just using it to keep the plates spinning.
Only lost $50 on the SWM thing (as there was no incentive beyond a few pots of paint to put in more at the KS stage) and I take some solace in being right when I said on here five years ago it was a red flag to cancel a funded KS project then relaunch it.
I also do wonder what happened to the money Justin got for selling the rest of the company. Was it all used to service other debtors? Or was there some left and he took it as a little bonus rather than give it to backers as a refund. Given KS "debts" don't have to be legally declared as such, it'd only be a moral obligation he had to try and give back what he could. If he's getting out of the industry I can certainly see him thinking "why bother?" I might well do the same, but I'd acknowledge it was an arsehole move.
"PS: Multiple requests were made to Louis Simpson, CEO of Troll Trader / TT Combat, on behalf of Elrik’s Hobbies, Secret Weapon, and other interested parties for him to provide:
1) The month and year in which he believes that his license ended
2) Evidence, or at least a statement, verifying that he has destroyed the SWM molds and masters in his possession.
Mr. Simpson refuses to do either of those things.
Secret Weapon Miniatures, Inc. maintains that Troll Trader, TT Combat, and Mr. Simpson never had a valid license agreement and, instead, offered to “begrudgingly” accept $50,000 in Secret Weapon product in exchange for destroying the molds and masters in his possession. Mr. Simpson kept the product and continues to run the molds. Mr. Simpson also continues to publicly lie about there being no ongoing legal dispute.
Communications between Secret Weapon and Troll Trader have been shared with Elrik’s Hobbies which show the effort that went into resolving this ongoing legal dispute, and Mr. Simpson’s repeated refusals to destroy the Secret Weapon molds and masters to which he has no rights.
Elrik’s Hobbies did not make the only offer for the Secret Weapon resin intellectual properties, but they were the only company willing to move forward without the legal dispute with Mr. Simpson being resolved. I am grateful to them for taking this risk, on the strength of the communications that they have reviewed, and for bringing the products that so many worked so hard to create back to the community."
Monkeysloth wrote:This SWM one is hard as they were an established company with a prior track record of delivering and they had the product pretty much done and then were a victim of the pandemic, lack of contracts (with Troll trader) and about everything going wrong from those two instances that could.
I'm a little baffled at the collapse of SWM. Mr. Justin had, IIRC, a business background prior to starting the company. I know COVID restrictions hurt him, but I also know that resin bases aren't the market they were ten years ago. I"m wondering if there is an illness or some other personal event that is also impacting things. I liked Justin, and I like SWM products. A real shame he couldn't weather the storm.
Fugazi wrote: Dark Age Outpost (Viking palisades and buildings) from 2015 for me!
I was in Dark Age outposts, Robotech Tactics and that latest Relic Knights... and had to drop out of all 3... Wish I can say I had some super insight, but it was just bad financial timing... or maybe a guardian angel...
Smokestack wrote: I was in Dark Age outposts, Robotech Tactics and that latest Relic Knights... and had to drop out of all 3... Wish I can say I had some super insight, but it was just bad financial timing... or maybe a guardian angel...
Fugazi wrote: Dark Age Outpost (Viking palisades and buildings) from 2015 for me!
I got hosed in that one too.
You can count me in on that one as well!
Same here!
I've been burned on only a few Kickstarters - but I didn't think that this would be one of them.
Ultimately you have to be "OK" with not getting something you pledged for, but still, I didn't think SW would screw us all over like this.
I concur. And the idea of pre-painted bases...that can be printed on a really good printer...why hasn't somebody done this yet? Obviously there is demand, and while losing $200 stings I would still be perfectly willing to purchase a TON of these in various options for my obsession.
Of course, it is easy to blame the Covid lockdowns (especially in California) for hurting businesses, but I still find it irritating that we were not offered store credit, paint sets or bases or...something. Live and learn I suppose.
I still just want these damned bases on the market, don't care who makes them. Once again spent a few evenings this week making more stone-textured dungeon bases. Inexpensive and hardly difficult, but it does take a while and I would love to spend that time doing pretty much any other hobbying.
I'd love to see what else a company that did these bases could do. Was watching some modeling videos a few weeks ago and one guy was using printed 3D decals from https://quinta-studio.com/ for the cockpits and seat details. Mindblowing! I can only imagine the uses for such a decal on space marine banners or vehicle hull decorations. Instead we get another vendor for the same resin cast bases I wouldn't use before.
Just hoping the Stone Wash will return -- in quantity. That was great stuff and the original Les' Wash formula wasn't the same for me. (Or at least I can't get Les' Wash to work on anything more than terrain...
Kalamadea wrote: I still just want these damned bases on the market, don't care who makes them. Once again spent a few evenings this week making more stone-textured dungeon bases. Inexpensive and hardly difficult, but it does take a while and I would love to spend that time doing pretty much any other hobbying.
I'd love to see what else a company that did these bases could do. Was watching some modeling videos a few weeks ago and one guy was using printed 3D decals from https://quinta-studio.com/ for the cockpits and seat details. Mindblowing! I can only imagine the uses for such a decal on space marine banners or vehicle hull decorations. Instead we get another vendor for the same resin cast bases I wouldn't use before.
Spoiler:
Yeah likewise - have an entire set of Blackstone Fortress I've been putting off painting as these bases would have been perfect for it!
Kalamadea wrote: I still just want these damned bases on the market, don't care who makes them. Once again spent a few evenings this week making more stone-textured dungeon bases. Inexpensive and hardly difficult, but it does take a while and I would love to spend that time doing pretty much any other hobbying.
I'd love to see what else a company that did these bases could do. Was watching some modeling videos a few weeks ago and one guy was using printed 3D decals from https://quinta-studio.com/ for the cockpits and seat details. Mindblowing! I can only imagine the uses for such a decal on space marine banners or vehicle hull decorations. Instead we get another vendor for the same resin cast bases I wouldn't use before.
Spoiler:
Yeah likewise - have an entire set of Blackstone Fortress I've been putting off painting as these bases would have been perfect for it!
Same here!
I wasn't in for much, but disappointed as the product looked amazing.
The Elrik's Hobby takeover is confirmed- I received the following email yesterday:
Hello -
As a former Secret Weapons Miniatures customer, you are receiving this email since Elrik's Hobbies has acquired the Secret Weapon Miniature's resin IP for their bases and terrain. Additionally, we have retained the remaining inventory for paints, washes, pigments, brass etch, Tablescapes, and more. You can find all of these items and more at the links below:
Round Beveled Edge Bases
Round Lip Bases
Brass Etch
Paints
Pigments
Washes
Diplay Bases
SWM Basing Accessories
Tablescapes Realms
Tablescapes Tiles
Terrain
Over the next couple months, we will be highlighting all of the products that are now available through Elrik's Hobbies. We also plan to add various base sizes to the lines where possible. If you have any special requests, send us an email at hobbygeneral@elrikshobbies.com.
If you wish to subscribe for future email updates, please do so at the bottom of our website at Elrik's Hobbies. Overall, we look forward to providing Secret Weapon Miniatures products and expanding on their awesome base lines and terrain.
Kind regards,
Stefan A. Vieau
Automatically Appended Next Post: I am particularly glad about the brass etch, getting harder and harder to find that kind of stuff.
I met the Elrik guys at Origins, had some good long chats with them. Seem like really good dudes, look forward to seeing what they do with the product lines they picked up!
bases.
