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Made in us
Shadowy Grot Kommittee Memba




The Great State of New Jersey

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.

deano2099 wrote:
chaos0xomega wrote:

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.


https://community.ttcombat.com/2022/06/10/secret-weapon-statement/

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.

This message was edited 1 time. Last update was at 2022/06/15 14:31:45


CoALabaer wrote:
Wargamers hate two things: the state of the game and change.
 
   
Made in us
Longtime Dakkanaut





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.
   
Made in gb
Regular Dakkanaut




chaos0xomega wrote:
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.

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.

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.

This message was edited 1 time. Last update was at 2022/06/15 15:12:20


 
   
Made in gb
Dakka Veteran




chaos0xomega wrote:
chaos0xomega wrote:

https://community.ttcombat.com/2022/06/10/secret-weapon-statement/

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?

This message was edited 2 times. Last update was at 2022/06/15 15:13:37


 
   
Made in gb
Regular Dakkanaut




Stranger83 wrote:
chaos0xomega wrote:
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.

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.

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.

This message was edited 2 times. Last update was at 2022/06/15 15:23:07


 
   
Made in us
Shadowy Grot Kommittee Memba




The Great State of New Jersey

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.

This message was edited 3 times. Last update was at 2022/06/15 19:09:36


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chaos0xomega wrote:
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.


Automatically Appended Next Post:
chaos0xomega wrote:
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.


Automatically Appended Next Post:
chaos0xomega wrote:


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.

This message was edited 5 times. Last update was at 2022/06/16 07:09:37


 
   
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chaos0xomega wrote:

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.

Either way, we're done here.
   
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Eye of Terror

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.

   
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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 message was edited 1 time. Last update was at 2022/06/16 10:16:41



 
   
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Go on...
   
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 techsoldaten wrote:

"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)
   
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JWBS wrote:
Go on...


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.

This message was edited 2 times. Last update was at 2022/06/16 11:52:57



 
   
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deano2099 wrote:
 techsoldaten wrote:

"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.

   
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Riverside, CA USA

 techsoldaten wrote:

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.


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.

~Kalamadea (aka ember)
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The Great State of New Jersey

Stranger83 wrote:
chaos0xomega wrote:
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'.

deano2099 wrote:

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.


CoALabaer wrote:
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chaos0xomega wrote:

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.

This message was edited 4 times. Last update was at 2022/06/17 21:00:48



 
   
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chaos0xomega wrote:
Stranger83 wrote:
chaos0xomega wrote:
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'.

deano2099 wrote:

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)

This message was edited 3 times. Last update was at 2022/06/18 11:17:26


 
   
Made in fi
Calculating Commissar







 Kalamadea wrote:

So yeah, if he's a crook then he's a terrible crook.

A lot of real crooks are terrible at it. The mastermind is largely confined the domain of pulp fiction.

The supply does not get to make the demands. 
   
Made in gb
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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.
   
Made in gb
Dakka Veteran




 techsoldaten wrote:


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?


Automatically Appended Next Post:
 arkhanist wrote:

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.


Automatically Appended Next Post:
chaos0xomega wrote:

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?

chaos0xomega wrote:
You continue to demonstrate poor reading comprehension.

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.

This message was edited 3 times. Last update was at 2022/06/18 11:54:44


 
   
Made in us
Daemonic Dreadnought





Eye of Terror

deano2099 wrote:
 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.

   
Made in es
Inspiring SDF-1 Bridge Officer






Boy is this thread wordy and confrontational!

Honestly, I don't feel really capable of siding with any one side here, as there's a lot of stuff we don't know.

This message was edited 1 time. Last update was at 2022/06/20 07:00:30


 
   
Made in gb
Dakka Veteran




 techsoldaten wrote:

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.

This message was edited 1 time. Last update was at 2022/06/20 09:29:34


 
   
Made in us
Daemonic Dreadnought





Eye of Terror

deano2099 wrote:
 techsoldaten wrote:

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.

   
Made in gb
Dakka Veteran




 techsoldaten wrote:
deano2099 wrote:
 techsoldaten wrote:

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".

This message was edited 1 time. Last update was at 2022/06/20 11:27:41


 
   
Made in gb
Fixture of Dakka







 techsoldaten wrote:
deano2099 wrote:
 techsoldaten wrote:

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.

2021-4 Plog - Here we go again... - my fifth attempt at a Dakka PLOG

My Pile of Potential - updates ongoing...

Gamgee on Tau Players wrote:we all kill cats and sell our own families to the devil and eat live puppies.


 Kanluwen wrote:
This is, emphatically, why I will continue suggesting nuking Guard and starting over again. It's a legacy army that needs to be rebooted with a new focal point.

Confirmation of why no-one should listen to Kanluwen when it comes to the IG - he doesn't want the IG, he want's Kan's New Model Army...

tneva82 wrote:
You aren't even trying ty pretend for honest arqument. Open bad faith trolling.
- No reason to keep this here, unless people want to use it for something... 
   
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Dakka Veteran




 Dysartes wrote:
 techsoldaten wrote:
deano2099 wrote:
 techsoldaten wrote:

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!
   
Made in us
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The Great State of New Jersey

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.




deano2099 wrote:


chaos0xomega wrote:
You continue to demonstrate poor reading comprehension.

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.





deano2099 wrote:
 techsoldaten wrote:
deano2099 wrote:
 techsoldaten wrote:

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.


CoALabaer wrote:
Wargamers hate two things: the state of the game and change.
 
   
Made in gb
Dakka Veteran




chaos0xomega wrote:


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.

chaos0xomega wrote:

"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.
   
 
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