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They paid for 6 months, on a rolling basis, but Justin announced he was winding up the company before those six months expired. Justin says the assets now sit with US Bank - unless US Bank terminated the contract with TTC then it would be continuing. It sounds like Justin just declared that "the contract doesn't exist" - hence he never actually terminated it, which means it's ongoing.
TTC's registration of interest may be that they just have an ongoing license for the bases. And probably that they owe money for some of the license period.

My suspicion what may have happened.

TTC bought 6 months licence to start AFTER they have completed making the moulds and such (logical, it could take months to get them off the ground, no point paying for 6 months when all you can do it prep work)

Now SW is saying that agreement is null and void because they have ceased trading, TTC are saying they paid for it so have the licence to make them for 6 months.

I would guess that the bank cannot sell the IP until they know the legal ground here. Is the person buying going to have sole rights to make the product, or do they have to share that for 6 months (or however much longer remains on the licence) with TTC?

Since SW are saying TTC have no rights, and TTC are saying they do then the bank will be unable to proceed until it's sorted out.

I'm no expert on contract law, but I would guess if the money did change hands that TTC do have the right to make the product for the period they paid for, regardless of if SW has stopped trading or not.

deano2099 wrote:
They paid for 6 months, on a rolling basis, but Justin announced he was winding up the company before those six months expired. Justin says the assets now sit with US Bank - unless US Bank terminated the contract with TTC then it would be continuing. It sounds like Justin just declared that "the contract doesn't exist" - hence he never actually terminated it, which means it's ongoing.
TTC's registration of interest may be that they just have an ongoing license for the bases. And probably that they owe money for some of the license period.

I would assume that as its a rolling contract TTC cannot unilaterally renew it at will in perpetuity and it would require the agreement of Justin/SW/US Bank for it to continue. Likewise, continuing the contract would require additional $10,000 payments to SW/US Bank every 3 months. Therefore its unlikely the contract is still active or ongoing - most contracts like this would have a termination clause that states that either party can terminate the contract at any time with no prior notice, etc. (though depending on how its structured there may be a guaranteed period during which one or both parties cannot withdraw - though this is unlikely if they agreed to a rolling 3 month term), and likewise it would state that the contract terminates automatically in the event of non-payment (usually with a grace period of x days to allow for late payments, etc.). Unless Justin is being super scummy and continuing to cash a $10k check from TTC every 3 months and conveniently leaving that part out of the discussion (and conversely TTC is declining to mention that fact even though it would make clear that they are in the right), its very hard to see TTCs position in this as justified, as it does not seem (based on the statements made by both parties) that they have sent any more license payments to SW in quite some time. If Justin/SW withdrew from the license after the 6 month term and the right to do so is protected by contractual clause (which it almost certainly is), then TTC doesn't get to claim that they've been mailing the checks but nobody has been cashing them as a justification for continuing their use of the license.

Stranger83 wrote:
My suspicion what may have happened.

TTC bought 6 months licence to start AFTER they have completed making the moulds and such (logical, it could take months to get them off the ground, no point paying for 6 months when all you can do it prep work)
Now SW is saying that agreement is null and void because they have ceased trading, TTC are saying they paid for it so have the licence to make them for 6 months.

I would guess that the bank cannot sell the IP until they know the legal ground here. Is the person buying going to have sole rights to make the product, or do they have to share that for 6 months (or however much longer remains on the licence) with TTC?

Since SW are saying TTC have no rights, and TTC are saying they do then the bank will be unable to proceed until it's sorted out.

I'm no expert on contract law, but I would guess if the money did change hands that TTC do have the right to make the product for the period they paid for, regardless of if SW has stopped trading or not.

If this was the case though the 6 month period that was paid for almost assuredly has ended by now as its been almost 18 months since the agreement was first made, etc. I very much doubt that the language was worded such that the period would begin after moldmaking was completed - as TTC could claim the license to be active effectively forever at no additional cost simply by completing molds for 99% of the products in the range and putting those items on sale while continuing to "work on" completing the remaining 1% of molds. If any term was put on the "start date" I have to imagine it would have been from the on-sale date of the initial run of products. The earliest reference I can find to SW bases being sold through Troll Traders site is around November 2021, so I would assume that to have been the start date of the term if it wasn't immediate - that would put the end of the term in May. Maybe they have another month or two left, or maybe it expired a month or two earlier. Either way its hard to justify the idea that a 6 month term on the license is whats causing this issue - if that was really the case I would have expected TTC to state "we paid for a 6 month term on this license that went into effect as of x date, that license expires on y date" etc. and be done with it.

Even then, that isn't whats happening here - SW wouldn't have any issues finding a buyer if the license was legit. Companies sell themselves and/or IPs while active licensing deals are in place all the time, if TTC still had a couple months - or even 1-2 years - left on their term it likely would not pose an issue for the sale, as that would guarantee the new buyers an income of $10k per quarter off the license - even if that value is *low* vs what a better deal with another partner might net, its still a guaranteed steady/stable income that new buyers typically look for when buying a business, it would be a benefit rather than a hindrance (especially a 3 month rolling contract with standard opt-out and termination clauses, which would allow new ownership to find a new partner while collecting license fees from the current partner until they were ready to terminate and transfer the license over, etc.). So either TTC is claiming they have rights but are not paying for them, etc. thus creating a licensing/IP issue, or Justin is a God-tier level idiot that is claiming TTC is illegally infringing on the IP and refusing to cash the checks, etc. even though everything is actually legit and above board, and as a result he has torpedoed for himself any possibility of SW being sold for no apparent reason. Unless Justin is trying to play some sort of twisted game of 4D Chess then I can't figure out how its more beneficial for him if US Bank doesn't sell SWM and/or the SWM IP. I struggle to comprehend what he would gain from holding up the sale, which leads me to believe the issue is with TT being scummy.

This is supported by statements that both parties have made. Justin claims there is no active agreement - which would be true if the 6 month term came and went - between SW and TT and that he made attempts to work out a contractual agreement with TT so that sales of the company could move forward, which TT refused. TT claims that they entered into an agreement in Feb 21 (which raises questions because according to TTCs own site it appears that the SWM x TTC base partnership started in November 2019: https://community.ttcombat.com/2019/11/28/secret-weapon-ttcombat/ ) for a rolling 3-month contract and made two payments for 3-month terms to SW. TT did not say that they have continued to make payments since then or that they have exercised any sort of contractual mechanism that allows them to continue to produce and sell product - in fact they very directly state that they made Justin aware that they would *not* continue to make further payments which implies (if not directly clarifies) that the term of the license would therefore be limited to no more than 6 months. When this term starts is somewhat irrelevant at this point, as Troll Traders website were definitively selling SWM brand bases as of November 2021 and +6 months from there would have come and gone. At no point in TTs explanation did they clarify or elucidate what the start and end points of their supposed contractual licensing term would or should be (beyond the fact that they paid for 6 months of term), or that they intend to cease sales when that term expires, or that they made or attempted to make further payments to SWM for additional term, or that per the terms of the contractual agreement Justin is unable to opt-out or terminate the contract within a given guarantee period, etc.

In short - TTCs statements are not credible - the things they didn't say speak volumes. What they did say indicates that they did, at one point, have an agreement with Justin and SWM, but per their own description of the situation that agreement would have expired and is no longer in effect legally (or will very shortly be expiring). They have not provided an explanation or justification for why they believe their previous agreement to still be continuing in force (when, by the implications of their own admission, it appears to no longer be), nor by what contractual or legal mechanism they are justified in continuing to produce, sell, and/or distribute SWM bases.

The conclusion bullet points in the TTC statement indicate your timeline may be wonky, chaos.

And I quote...

"SW had already made the decision to close as early as February 2021. This was months before we even discussed (let alone entered into) the licence arrangement."

You keep saying they entered into this agreement in Feb 21, which the quote above - assuming it is accurate - would counter.

They also entered into a new rolling licence to "produce" bases. That licence may well have ended, but depending upon the terms they could have the right to continue to sell the product they already made from the base molds during that 6 month window, but not manufacture any more. Justin was in a cash crunch and the money was upfront, so I wouldn't be surprised if the terms were generous to TTC.

I'm sure I've also seen something where they said the licence period didn't start until the molds were made and they could actually start making bases, but not able to find it again.

"We have never made or sold any counterfeit SW product (nor would we!). All SW products were made under licence as described above.
There is no formal ongoing dispute with SW on this issue."

Saying that TTCombat/trolltrader are trying to steal Secret Weapon's IP is saying outright they're liars in this statement.

TTC also dispute Justin's ability to just terminate the licence at will, having already taken the money up-front. that again, would depend upon the terms which none of us have read.

When it comes down to it, Justin has his point of view, and TTC have theirs. Absent legal action, much greater knowledge of the contents of the licence agrements that were agreed, or where the money went we just don't know who is in the right here, or if they're both interpretating the past in their favour somewhat (which is often the reality).

In the meantime, the HD bases kickstarter pledgers seem to be well out of luck, and that's on Justin.

It seems unlikely that TTC would have entered this agreement even in Nov 21.

If I was TTC and was making an investment of $10,000 every 3 months I'd probably only do that for a product I was already selling and knew would be worth it.

It's entirely possible, even probably that they were selling the products for a number of months from SW before they entered into a contract to produce them themselves.

Which realistically puts the agreement as early 2022, which would mean they are still in their 6 month licence

I think you’re right, in that Justin was a dumbass that didn’t put a limit on sales in the licence. Classic small business type mistake. So TTC produced a gakload of product in the 6 month window they had and are now sitting on stock for multiple years worth of sales. I can totally see how that could sour any purchase of SW, but TTC would be in their rights to continue to sell.

Possibly, its poorly worded with regards to what they mean when they say "this was months before" - was the decision to close months before (note the use of "already" in the preceeding sentence") or was the discussion in February 21 months before? The timeline given earlier in the article seems to point to the idea that the agreement occurred in (or shortly after) Feb 2021, but here to its unclear and fuzzy.

Still, even if it did take months to work out a deal this does not explain why there is a post dated to 2019 on TTCs site indicating a licensing deal, nor does it explain why Justin would have reached out to this entire different company in Feb 2021 to notify them that he was closing up shop if there wasn't a pre-existing business relationship. So its another point in which TTCs story is incomplete.

Per Justins own statement, dated 31 May 2022, he spent the "last 7 months" trying to work out the issue with TTC, which would place the start point of that issue back to October or November 21 which coincides with when TTC seems to have started selling bases online. Given they only paid for 6 months, again, it would seem that the license term would have already expired regardless of whether or not the agreement was cut in Feb 21 or some months later, as I just caught in the TTC post that it says "would begin the 3 month period once we could make the models" - so if the models are on sale that means they are being made, which is the trigger for the 6-month count to begin, measured from November, which puts the end in May. I would guess this is why Justin may have went public with his claims when he did - the dispute seems to have begun earlier, but maybe he had hoped that TTC would cease production and sale following the 6 month window that they had paid for and he would be able to put the matter behind him at that point. It appears that this didn't happen and TTC is continuing with their operation.

Except that still doesn't entirely square because SWMs closure announcement was in August 2021, but TTC says that they made their second payment 1 month into the first three month period - which would mean that (assuming the Nov 21 start date is accurate) they would have been paying to continue the license in December, which is inside the 7 month dispute window that Justin is claiming, which is also months after SWM closed up shop. Chronologically this doesn't make sense, not rationally/logically, nor with TTC own statements as TTC claims that SWM made the decision to close AFTER TTC rejected their request for a third payment, which would have occurred roughly at the end of the first 3-month period (Feb 22 based on the theoretical Nov 21 start).

The likely explanation for this is that TT the licensing period began before Nov 21, which is fine - but it means that the 6 month term they paid for definitely already expired by now. Given that TT says Justin made the closure announcement after TT rejected the third payment request, and that announcement was made in August 21, we can figure out the approximate date that the first three month term went into effect. We will give TT the benefit of the doubt here (meaning, we will time this in the way most advantageous for them to them in terms of timing, such that the 6 month term of their agreement would be most likely to still be in effect today) and say that they quickly reviewed Justins books and came to an immediate decision and that Justin made his announcement immediately after, so that third payment reqest came in August. Per TTC, this was approximately 1 month after the second payment which would have been in July 21. Per TTC, this was approximately 1 month after the first three-month period started, which means that the term of the contract kicked into effect in June 21, and almost assuredly would have expired by Dec 21. Effectively - based on this approximation its been a full year since TTs contractual license came into force, and a full 6 months since it should have ended.

Taking a stab in the dark here I would guess that it would be more accurate to say that there is some "fudge" in the timeline and things didn't happen in neat 1 month intervals, I would guess that the term actually started around April or May of 21 and that the second payment and the third payment request didn't occur in neat 1-month intervals and TTs decision to reject the third request was not immediate. Based on that, the 6 month term expired in the October/November timeframe, either right before or right around the same time when TT seemed to announce the introduction of SWM inventory to their webstore (based on a FB posted on The Troll Traders page dated November 17, 2021 at 9AM reading "Secret Weapon bases have just landed on our store."). Justin was no doubt alerted to this fact (either because he himself was tracking it or someone made him aware) which would have kicked off the dispute as they only paid for 6 months beginning from the start of model production - continuing to produce and sell bases after that window would be a gross violation of the licensing deal. Thus the 7 month dispute window that Justin mentioned begins then (for good reason), which brings us to today, basically.

If what TT said is true that Justin told them they had no more agreement at the time he closed the company (i.e. Aug 21) it would seem that he either allowed TT to continue to operate through the second 3-month term that they had paid for or was unaware that they were doing so. This term would have expired in November, when suddenly TT began selling those bases online. Whether or not the licensing contract dissolved at the point that SWM closed/went bankrupt/entered receiversip or whatever is a moot point on that basis (and even more moot because there is no conceivable way based on a timeline reconstructed from TTs own statements and the Aug 21 closure date that would allow the 6 month term they paid for to still be in effect today). Its also legally murky territory that we needn't bother to try to explore as to whether a licensee may continue to act on a license when the licensor ceases business operations - though SWM apparently hasn't really ceased operations fully only transitioned them into receivership, etc. but thats getting into some confusing grey area technicalities, etc. that there is no point inquiring about because its irrelevant in the face of other established facts and timelines that indicate that TTs license would have expired anyway unless they made additional payments.

The one part I don't get is if TT began producing these bases probably somewhere between April and June of 2021 (which they would have had to in order for their own timeline to reconcile with the known fact that SWM announced they were closing up shop in August 21), why they didn't make any of them available for sale at any point until November 2021, effectively after their license deal had already ended. Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for. While they may have taken a roughly $40,000 hit on what was basically a bad deal, that doesn't entitle them to continue to produce and/or sell bases beyond the term of period that they paid for (note - most licensing deals have terms that stipulate that excess inventory in the manufacturers posession must be destroyed or disposessed at the conclusion of the license term, this is to avoid licensees from continuing to produce and sell products while claiming that they manufactured the inventory prior to the deal expiring) until they break even or profit off it, etc. To me this indicates that TT acted in bad faith, continuing to produce bases for several months with the intent to sell them beyond the duration of their term (indeed not even making them available for sale until right around the timeframe that their term seems to have ended), whereas the "proper" thing to do from a legal standpoint probably would have been to instead cease production and list whatever inventory they had manufactured up to that point for sale in August and try to sell as much of it as possible before their term ended (yes Justin may have disputed it at the time but it would be a much weaker dispute). This likely would have resulted in a financial loss for TT, but sometimes thats what happens when you cut a bad deal.

I'm also going to point out something else which leads me to believe that TT isn't being fully forthcoming in this. SWMs statement says " SWM has made a good faith effort to resolve this by offering to enter into a license agreement with TTC upon payment due for products delivered." TTCs statement says "SW began sending us masters of their bases so that we could produce moulds for production" and "we were offered SW paints to sell alongside the bases for no additional charge" (which I assume means that SWM shipped the paints to them from their factory rather than TT manufacturing them locally?). Either way, SWMs statement implies a payment dispute for items that they sent to TT, which TTC seems to acknowledge that they received. As TTCs statement makes no mention about payments due for products delivered, it leaves a curious void in the he-said-she-said that points to possible malfeasance on the part of either party, or possibly an innocent misunderstanding. Possibilities:

-Justin is making it up in an effort to extort more funds from TT
-There was an honest misunderstanding and Justin believes he is owed funds which TT doesn't believe it owes.
-TT does owe funds and stiffed Justin

My hunch is towards that third option, as it would explain why Justin apparently kept calling up SWM demanding more money that he otherwise wasn't really entitled to - its not like TT were his personal atm, right? It isn't inconceivable that Justin called them up asking them to pay the invoice on what he sent them (and indeed I have a hard time believing SWM turned over their master molds to TT at no cost beyond the three month licensing fee, if nothing else then TT would likely have been asked to pick up the shipping tab for those master molds which likely came in at several tens of thousands of dollars given their size/weight and the cost of containers at the time) - at that point its a question of whether SWM sweet talked him into agreeing to an up-front 3 month extension for a quick $10k payment with the promise that they would pay the invoice later, or whether they agreed to a $10k progress payment against the invoice which they are now attempting to retroactively spin as a license extension while conveniently dodging any acknowledgement of the apparent unpaid invoice. Then Justin calls back a month later asking again for either a progress payment or payment in full, etc.

At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.

A perhaps less conspiratorial take would be that Justins books were a mess, TT honestly believes that it did make the payment that was owed to SWM, while Justin honestly believes that they did not. Justins records were inconclusive and didn't match TTs own records, at which point TT refused to pay and Justin terminated the contract on the basis of non-payment and closed up shop. TT feels that it was wronged and is morally/legally in the right and Justin was in breach of contract, but has made matters worse by acting in what appears to be a legally dubious manner by continuing to produce and sell bases outside of the terms of what was legally agreed upon and paid for. Justin likewise also feels that he was wronged and is morally/legally in the right and that TT is in breach of contract (and at this point all evidence points to the fact that they are at this point, though they may not have been last fall). Its a complex messy situation that may only be resolved in court or via arbitration.


Automatically Appended Next Post:
TL;DR/quick responses to the posts that came in after I started up my response to Dystartes:

-TTs license likely started in the April to June 2021 timeframe and likely expired between October and December 2021 per the timeline constructed from their own statements and known temporal reference points. There was no way this agreement occurred at any time in 2022, because SWM closed in August 2021, and that closure (per TTs own statements) occurred approximately 2-3 months after the first contractual term entered into force.

-TT didn't begin sales of SWM bases until November 2021 per their own facebook post announcing the bases going on sale dated to November 2021, right around the time the license expired - potentially after the license expired. This is despite the fact that they were likely already in production on at least some of the products for some months prior to this date, and even prior to SWMs closure.

-TT did not state that they have a license to sell bases after the termination date of their license to produce the bases, most licensing contracts do not allow for this to occur because it opens the door up for shenanigans (potentially the exact shenanigans we may be witnessing here). If this was the case, they should state as such because it would be the clearest evidence of them being in the clear. Chances are this is not the case on that basis, as claiming this if it weren't true would open them up to a line of legal inquiry that they would not be able to win.

-SWM/Justin claim that TT owes payment for goods delivered. TT makes no mention of this. Upon further analysis this seems to potentially be at the core of the disptue and may be the basis on which Justin terminated their license. Licensing agreements generally have clear termination and opt-out clauses which would include termination for non-payment. On this basis Justin may be in his rights to unilaterally terminate the contract regardless of what TT believes.

Absolute TL;DR:

-TTs license to produce bases is at this point long expired. Whether they can sell whatever they had already produced is unclear and unknown. If that is the case, TT hasn't stated so but should have as it would be the clearest defense for their behavior, moreso than the convoluted non-explanation they provided which only serves to make them look more suspicious when analyzed. That they didn't come right out and state it makes me believe that they are not within their rights to continue to sell them.

chaos0xomega wrote:
Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for.

But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

My read of it is this:

A contract on a rolling basis was set up. Justin asked TT for the first six months pretty much upfront, then asked them for another three months. At this point, TT said "no" - because as you say, if the company is gone in 6 months time, that might be wasted money. At this point Justin declared there never was a contract in the first place and they weren't allowed to do anything. TT quite rightly ignored this as they had a contract in place. That's the crux of where this gets silly: if Justin refuses to acknowledge the contract exists, that means he never formally exercises his right to end it. A rolling contract will generally last until one of the parties gives notice that it is to end. Saying "this contract never existed in the first place" is not notice.

So TT continue to work out the six months they've paid for. By the time they'd be paying for the next batch, the company is undergoing bankruptcy proceedings, and Justin can't work for the business anymore. So TT should be paying SW, but that means SW need to invoice them. But they don't, because again, Justin is claiming there is no contract and never was any contract. So TT aren't being billed. I'd imagine if TT are sensible people they're putting that money aside as they probably will be invoiced for it at some point, assuming they can prove the contract exists.

And until we can resolve it one way or another, the sale can't go through.

The rest of it, timelines etc. aren't relevant because as far as as TT are concerned, they have an ongoing rolling contract to make and sell the bases. And as far as Justin is concerned, they *never* had such a contract. Which means Justin can't exercise the right to end the contract, without conceding that it did exist.

That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.


Automatically Appended Next Post:

chaos0xomega wrote:

At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.

Alternatively TT were trying to help out a guy in a similar business that they had some sympathy for by entering this arrangement and paying first 3, then 6 months up front, and then rightly got worried at being asked for 9 months up front, given they'd need the company to still be trading to such an agreement to have any benefit.

I have to admit I'm giving the benefit of the doubt to the company that gave a guy $10K three months earlier than they needed to for no good business reason rather than the guy who spunked $50K of Kickstarter funds up the wall.


Automatically Appended Next Post:

 arkhanist wrote:

In the meantime, the HD bases kickstarter pledgers seem to be well out of luck, and that's on Justin.

Well according to the latest comment from Justin on Kickstarter - a comment you'll note he's previously said he's not allowed to make because "legal reasons" is:

There remains every intention to delivery this project.

Until the current issues are resolved nothing can be done.

How he intends to do that when the company is in receivership is left as an exercise for the reader.

TT has a history of dealing with miniature companies that went belly up. SW may have shown them their books as TT may have been a prospective buyer.

chaos0xomega wrote:
Possibly, its poorly worded with regards to what they mean when they say "this was months before" - was the decision to close months before (note the use of "already" in the preceeding sentence") or was the discussion in February 21 months before? The timeline given earlier in the article seems to point to the idea that the agreement occurred in (or shortly after) Feb 2021, but here to its unclear and fuzzy.

Still, even if it did take months to work out a deal this does not explain why there is a post dated to 2019 on TTCs site indicating a licensing deal, nor does it explain why Justin would have reached out to this entire different company in Feb 2021 to notify them that he was closing up shop if there wasn't a pre-existing business relationship. So its another point in which TTCs story is incomplete.

Per Justins own statement, dated 31 May 2022, he spent the "last 7 months" trying to work out the issue with TTC, which would place the start point of that issue back to October or November 21 which coincides with when TTC seems to have started selling bases online. Given they only paid for 6 months, again, it would seem that the license term would have already expired regardless of whether or not the agreement was cut in Feb 21 or some months later, as I just caught in the TTC post that it says "would begin the 3 month period once we could make the models" - so if the models are on sale that means they are being made, which is the trigger for the 6-month count to begin, measured from November, which puts the end in May. I would guess this is why Justin may have went public with his claims when he did - the dispute seems to have begun earlier, but maybe he had hoped that TTC would cease production and sale following the 6 month window that they had paid for and he would be able to put the matter behind him at that point. It appears that this didn't happen and TTC is continuing with their operation.

Except that still doesn't entirely square because SWMs closure announcement was in August 2021, but TTC says that they made their second payment 1 month into the first three month period - which would mean that (assuming the Nov 21 start date is accurate) they would have been paying to continue the license in December, which is inside the 7 month dispute window that Justin is claiming, which is also months after SWM closed up shop. Chronologically this doesn't make sense, not rationally/logically, nor with TTC own statements as TTC claims that SWM made the decision to close AFTER TTC rejected their request for a third payment, which would have occurred roughly at the end of the first 3-month period (Feb 22 based on the theoretical Nov 21 start).

The likely explanation for this is that TT the licensing period began before Nov 21, which is fine - but it means that the 6 month term they paid for definitely already expired by now. Given that TT says Justin made the closure announcement after TT rejected the third payment request, and that announcement was made in August 21, we can figure out the approximate date that the first three month term went into effect. We will give TT the benefit of the doubt here (meaning, we will time this in the way most advantageous for them to them in terms of timing, such that the 6 month term of their agreement would be most likely to still be in effect today) and say that they quickly reviewed Justins books and came to an immediate decision and that Justin made his announcement immediately after, so that third payment reqest came in August. Per TTC, this was approximately 1 month after the second payment which would have been in July 21. Per TTC, this was approximately 1 month after the first three-month period started, which means that the term of the contract kicked into effect in June 21, and almost assuredly would have expired by Dec 21. Effectively - based on this approximation its been a full year since TTs contractual license came into force, and a full 6 months since it should have ended.

Taking a stab in the dark here I would guess that it would be more accurate to say that there is some "fudge" in the timeline and things didn't happen in neat 1 month intervals, I would guess that the term actually started around April or May of 21 and that the second payment and the third payment request didn't occur in neat 1-month intervals and TTs decision to reject the third request was not immediate. Based on that, the 6 month term expired in the October/November timeframe, either right before or right around the same time when TT seemed to announce the introduction of SWM inventory to their webstore (based on a FB posted on The Troll Traders page dated November 17, 2021 at 9AM reading "Secret Weapon bases have just landed on our store."). Justin was no doubt alerted to this fact (either because he himself was tracking it or someone made him aware) which would have kicked off the dispute as they only paid for 6 months beginning from the start of model production - continuing to produce and sell bases after that window would be a gross violation of the licensing deal. Thus the 7 month dispute window that Justin mentioned begins then (for good reason), which brings us to today, basically.

If what TT said is true that Justin told them they had no more agreement at the time he closed the company (i.e. Aug 21) it would seem that he either allowed TT to continue to operate through the second 3-month term that they had paid for or was unaware that they were doing so. This term would have expired in November, when suddenly TT began selling those bases online. Whether or not the licensing contract dissolved at the point that SWM closed/went bankrupt/entered receiversip or whatever is a moot point on that basis (and even more moot because there is no conceivable way based on a timeline reconstructed from TTs own statements and the Aug 21 closure date that would allow the 6 month term they paid for to still be in effect today). Its also legally murky territory that we needn't bother to try to explore as to whether a licensee may continue to act on a license when the licensor ceases business operations - though SWM apparently hasn't really ceased operations fully only transitioned them into receivership, etc. but thats getting into some confusing grey area technicalities, etc. that there is no point inquiring about because its irrelevant in the face of other established facts and timelines that indicate that TTs license would have expired anyway unless they made additional payments.

The one part I don't get is if TT began producing these bases probably somewhere between April and June of 2021 (which they would have had to in order for their own timeline to reconcile with the known fact that SWM announced they were closing up shop in August 21), why they didn't make any of them available for sale at any point until November 2021, effectively after their license deal had already ended. Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for. While they may have taken a roughly $40,000 hit on what was basically a bad deal, that doesn't entitle them to continue to produce and/or sell bases beyond the term of period that they paid for (note - most licensing deals have terms that stipulate that excess inventory in the manufacturers posession must be destroyed or disposessed at the conclusion of the license term, this is to avoid licensees from continuing to produce and sell products while claiming that they manufactured the inventory prior to the deal expiring) until they break even or profit off it, etc. To me this indicates that TT acted in bad faith, continuing to produce bases for several months with the intent to sell them beyond the duration of their term (indeed not even making them available for sale until right around the timeframe that their term seems to have ended), whereas the "proper" thing to do from a legal standpoint probably would have been to instead cease production and list whatever inventory they had manufactured up to that point for sale in August and try to sell as much of it as possible before their term ended (yes Justin may have disputed it at the time but it would be a much weaker dispute). This likely would have resulted in a financial loss for TT, but sometimes thats what happens when you cut a bad deal.

I'm also going to point out something else which leads me to believe that TT isn't being fully forthcoming in this. SWMs statement says " SWM has made a good faith effort to resolve this by offering to enter into a license agreement with TTC upon payment due for products delivered." TTCs statement says "SW began sending us masters of their bases so that we could produce moulds for production" and "we were offered SW paints to sell alongside the bases for no additional charge" (which I assume means that SWM shipped the paints to them from their factory rather than TT manufacturing them locally?). Either way, SWMs statement implies a payment dispute for items that they sent to TT, which TTC seems to acknowledge that they received. As TTCs statement makes no mention about payments due for products delivered, it leaves a curious void in the he-said-she-said that points to possible malfeasance on the part of either party, or possibly an innocent misunderstanding. Possibilities:

-Justin is making it up in an effort to extort more funds from TT
-There was an honest misunderstanding and Justin believes he is owed funds which TT doesn't believe it owes.
-TT does owe funds and stiffed Justin

My hunch is towards that third option, as it would explain why Justin apparently kept calling up SWM demanding more money that he otherwise wasn't really entitled to - its not like TT were his personal atm, right? It isn't inconceivable that Justin called them up asking them to pay the invoice on what he sent them (and indeed I have a hard time believing SWM turned over their master molds to TT at no cost beyond the three month licensing fee, if nothing else then TT would likely have been asked to pick up the shipping tab for those master molds which likely came in at several tens of thousands of dollars given their size/weight and the cost of containers at the time) - at that point its a question of whether SWM sweet talked him into agreeing to an up-front 3 month extension for a quick $10k payment with the promise that they would pay the invoice later, or whether they agreed to a $10k progress payment against the invoice which they are now attempting to retroactively spin as a license extension while conveniently dodging any acknowledgement of the apparent unpaid invoice. Then Justin calls back a month later asking again for either a progress payment or payment in full, etc.

At this point TT apparently looks at SWMs books. Its somewhat odd for a licensee to request to see the licensors books. While its not unheard of, it usually goes the other way around and most times that the licensor provides the licensee books its to demonstrate the financial strength and sales performance of the IP in order to justify the licensing fees being asked of the licensee and demonstrate to them the value of the license. This is suspicious and leads me to believe theres more going on. If I was ascribing absolute malfeasance to TT I would guess that rather than "looking at the books" TT was instead disputing that they were in arrears and that they had made the promised payments, etc. At which point they were provided financial records by Justin indicating that they had not, in fact, made the payment. When they reviewed the accounts they saw the absolute financial mess that SWM was in as well as how poorly kept their financial records were, and made the decision not to pay knowing that there was nothing Justin could do about it, at which point Justin scrapped the contract on the basis of TTs non-payment of the invoice and terminated the license and closed up shop.

A perhaps less conspiratorial take would be that Justins books were a mess, TT honestly believes that it did make the payment that was owed to SWM, while Justin honestly believes that they did not. Justins records were inconclusive and didn't match TTs own records, at which point TT refused to pay and Justin terminated the contract on the basis of non-payment and closed up shop. TT feels that it was wronged and is morally/legally in the right and Justin was in breach of contract, but has made matters worse by acting in what appears to be a legally dubious manner by continuing to produce and sell bases outside of the terms of what was legally agreed upon and paid for. Justin likewise also feels that he was wronged and is morally/legally in the right and that TT is in breach of contract (and at this point all evidence points to the fact that they are at this point, though they may not have been last fall). Its a complex messy situation that may only be resolved in court or via arbitration.


Automatically Appended Next Post:
TL;DR/quick responses to the posts that came in after I started up my response to Dystartes:

-TTs license likely started in the April to June 2021 timeframe and likely expired between October and December 2021 per the timeline constructed from their own statements and known temporal reference points. There was no way this agreement occurred at any time in 2022, because SWM closed in August 2021, and that closure (per TTs own statements) occurred approximately 2-3 months after the first contractual term entered into force.

-TT didn't begin sales of SWM bases until November 2021 per their own facebook post announcing the bases going on sale dated to November 2021, right around the time the license expired - potentially after the license expired. This is despite the fact that they were likely already in production on at least some of the products for some months prior to this date, and even prior to SWMs closure.

-TT did not state that they have a license to sell bases after the termination date of their license to produce the bases, most licensing contracts do not allow for this to occur because it opens the door up for shenanigans (potentially the exact shenanigans we may be witnessing here). If this was the case, they should state as such because it would be the clearest evidence of them being in the clear. Chances are this is not the case on that basis, as claiming this if it weren't true would open them up to a line of legal inquiry that they would not be able to win.

-SWM/Justin claim that TT owes payment for goods delivered. TT makes no mention of this. Upon further analysis this seems to potentially be at the core of the disptue and may be the basis on which Justin terminated their license. Licensing agreements generally have clear termination and opt-out clauses which would include termination for non-payment. On this basis Justin may be in his rights to unilaterally terminate the contract regardless of what TT believes.

Absolute TL;DR:

-TTs license to produce bases is at this point long expired. Whether they can sell whatever they had already produced is unclear and unknown. If that is the case, TT hasn't stated so but should have as it would be the clearest defense for their behavior, moreso than the convoluted non-explanation they provided which only serves to make them look more suspicious when analyzed. That they didn't come right out and state it makes me believe that they are not within their rights to continue to sell them.

Not sure if intentional but the switch from TTC to TT here is a little confusing.

Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.

Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?

The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.

deano2099 wrote:
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

Secret Weapon does not appear to be going through any bankruptcy proceedings.

In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov

I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.

PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?

Indeed. Regardless of how we interpret the TT statement, SW claims still seem to make little sense, beyond "All money gone. Pandemic etc. Kickstarter moneys disappear. They're stealing our stuff. Money gone, send money".

Could all this just come down to TTC thinking they can sell what they made during the contract period until the stock runs down (and indeed might have given very large numbers for stock safe int he knowledge they could make more and who would know), and the IP being considered worthless if they have stated stock levels that will last until the apocalypse?

Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).

JWBS wrote:
Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).

They probably make and sell more than you might think.

There are three separate legal entities owned by the guys who run TTC and TT (the third being Kingsley Distribution)

The deal between SW and TTC was to produce bases in the UK for 6 months. TTC is the "production" portion of their business - and important to note a separate legal entity to the others

TTC would then have "sold" what they make to Kingsley Distribution (KD). KD are actually a pretty big wholesale supplier of wargame products in the UK (and Europe I believe), if you have a LFGS it is highly likely that they are supplied by KD, as a result it's not impossible to believe that KD were selling hundreds if not thousands of bases per month direct to these stores, and that TTC were producing thousands of pounds of product per month to supply this demand.

TT is the third arm of their business portfolio, and would probably have bought some of the bases that TTC made from KD.

Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).

Certainly it was like this in the UK, I don't see why it would be different in the USA?

 techsoldaten wrote:

deano2099 wrote:
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

Secret Weapon does not appear to be going through any bankruptcy proceedings.

In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov

I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.

PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?

Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.

Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.

Divorce is a thing...which (here in US) can lead to some really weird business scenarios.


I have no knowledge if that is true, just positing.

 Undead_Love-Machine wrote:
Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).

Certainly it was like this in the UK, I don't see why it would be different in the USA?

Secret Weapon is based out of California and was forced to be shut down for a good amount of the pandemic by the State Government due to the type of business it was (California was one of the strictest here in the US). And during the times he could be open they could only be 1-2 people working at a time. Seams like Justing had to furlo/layoff everyone that worked for him that didn't live with him (since there were less restrictions for that scenario) as he had stated he had to relearn how to cast resin again due to him not having done it in years and most of his posts in 2021 only involved his family or Jessica (who was a family friend staying with them) cleaning out the warehouse for the new bases and shipping orders.

deano2099 wrote:

chaos0xomega wrote:
Thats a long time for them to just sit on inventory in a warehouse. It also implies that they made what seems to be a conscious decision to continue producing bases for at least 3 months after SWM closed up shop, with full knowledge that (regardless of what Justin said about the validity of their agreement at that point) they would have no means to legally extend their contract beyond the 6 month term that they had already paid for.

But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

That depends on what you mean. Justin is no longer employed by SWM and doesn't have the power to close the business (according to him, anyway). Justins intent was for the company to be shuttered and the bank would deal with finding a buyer for it to cover debts, etc. US Bank took possession of the company and instead determined that they would continue to sell inventory to cover revolving accounts until they could find the buyer.

At this point Justin declared there never was a contract in the first place and they weren't allowed to do anything. TT quite rightly ignored this as they had a contract in place. That's the crux of where this gets silly: if Justin refuses to acknowledge the contract exists, that means he never formally exercises his right to end it. A rolling contract will generally last until one of the parties gives notice that it is to end. Saying "this contract never existed in the first place" is not notice.

Thats a stretch and doesn't actually match the statements made by either party. TT says Justin said "their agreement does not exist", which is different from "there was never a contract in the first place". What exactly that means or is referring to is left unclear, we are assuming that refers to the rolling 3 month licensing deal for the bases, as opposed to a perhaps more specific "agreement" that was made between both parties in the process of fulfiling the licensing deal. For example TT claims they had an agreement that they wouldn't have to pay Justin for the molds until they broke even on base sales, Justin says "that agreement does not exist" because he doesn't recall any discussion of that previously and its not in writing - thus it is possible for an agreement to not exist without denying the existence of the broader licensing deal, etc. The fact that Justin believes he is owed money by TT would be proof that he never claimed that "there was never a contract in the first place" - because he can't be owed money for something that does not exist, so it seems pretty clear that the existence of a contract at some point is not actually a point of contention in the matter.

We also don't know that he verbatim said "our agreement does not exist" - TT didn't put that bit in quotes, so it could be paraphrased, it could be embellished or exaggerated, etc. A legal letter from Justins lawyer to TT stating "you are in breach of our contractual terms on the basis of non-payment of dues owed upon delivery of goods, as such the terms of the licensing agreement are now null and void" could technically/theoretically be presented as Justin saying "our agreement does not exist" and it wouldn't be too far off of the truth but also not an accurate representation of the situation at hand. This is the typical misrepresentation of the truth that occurs in he-said-she-said situations, so you would do best not to rely too closely on the words of just one party - especially when you are reading in statements that neither party ever claimed to make.

If, hypothetically, the contract had a fairly standard termination clause that triggers automatically on the basis of non-payment, then that would be sufficient grounds for Justin to terminate the contract if TT wasn't making good against SWMs invoice. Going a step further, he may be within his contractual right (depending on the structure of the agreement and usage of standard terms, etc.) to have assessed the two $10,000 payments against the balance owed to him on the shipping invoice instead of applying it to two 3-month terms as TT is claiming - on that basis the term of TTs contract would not have entered into force in the first place, which is another plausible explanation for why Justin believes that TT is in violation of the agreement. The fact of the matter is that we know Justin has retained legal counsel in this matter (based on his requests that TT respond to his attorneys notices), so it seems unlikely that he would have lapsed in fulfilling basic obligations under contract law, such as issuing a formal termination notice - even if he did not do so immediately, at some point in the last 7 months of this dispute it seems reasonable to assume that his attorney would have done so (especially with the implication of Justins statements that TT has ignored prior legal notices and correspondence).

So TT continue to work out the six months they've paid for. By the time they'd be paying for the next batch, the company is undergoing bankruptcy proceedings, and Justin can't work for the business anymore. So TT should be paying SW, but that means SW need to invoice them. But they don't, because again, Justin is claiming there is no contract and never was any contract. So TT aren't being billed. I'd imagine if TT are sensible people they're putting that money aside as they probably will be invoiced for it at some point, assuming they can prove the contract exists.

And until we can resolve it one way or another, the sale can't go through.

The rest of it, timelines etc. aren't relevant because as far as as TT are concerned, they have an ongoing rolling contract to make and sell the bases. And as far as Justin is concerned, they *never* had such a contract. Which means Justin can't exercise the right to end the contract, without conceding that it did exist.

I think I demonstrated fairly handily that neither party has said that Justin claimed that there was "never" an agreement and all the silliness that that line of thinking seems to have entailed on your part. I also explained that it is possible that the 6 month term never entered into force if the contract was structured in such a manner that it terminated upon nonpayment of moneys owed, and that what payments were made by TT could have been reallocated against prior invoices and balances due, fairly standard boilerplate in contracting, etc. So thats two pretty strong arguments that would shoot this explanation down. But I think I also need to point out that - again - TT stated that they would *not* make any further payments to SWM: "At this point Justin was told we would not make additional funds available." Nothing in TTs statements demonstrate an intent to continue to pay for the use of the SWM license beyond that 6 month term, in fact their own statements indicate that they refused to - but its also absent of any mention of them acknowledging that fact or that their license would have thus been limited to a 6 month span of time. That reeeeeeeks of foul play and its a shame that you don't recognize that.

There are more questions that need to be addressed here - did TTs statement to Justin that they wouldn't make further payments come in a legal letter, and was that legal letter notice of termination of the licensing agreement to Justin? If so, then at best their license would have expired after 6 months, assuming that their prior non-payment of dues didn't terminate the contract and prevent their term from coming into force in the first place. If not, and they simply refused to make further payments (which is what they indicated that they did), then that would mean the termination clause kicked in (regardless of whether or not they provided SWM and Justin a legal termination notice) and their contract has no validity any longer. If they attempted to make payments and were refused/weren't invoiced by SWM, etc. then the force of their term would depend on whether they received a termination notice previously - which I am guessing that they did based on the statements made by both parties. Even if TT disagreed with the basis for that termination notice (which may or may not be valid depending on the circumstances of the payment terms, etc.), they should have disputed it in court and followed proper legal proceedings... but they have offered no indication that they made further attempts to pay or that they brought forth a legal dispute against Justin/SWM on that basis, etc. Again the only defense they gave for themselves is that they refused to pay for additional term, no mention that they made future attempts to continue payments at a later date, etc. - their own statement indicates that they did not attempt to continue to pay, and on that basis alone their contract is now over.


So, I have to call bs on your theory. Everything points to TT being the party in breach of contract here - its possible that Justin was a shitheel in the beginning and that he was in the wrong to break/terminate the contract with TT in August, but if thats the case there is a right way and a wrong way for TT to proceed, and all indicators are that TT has moved forward 100% the wrong way.

That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.

Its 100% relevant, as there is only a very narrow legal window in which TT could have not paid for additional term while still being legally in the right in this dispute - and all evidence available points to the idea that they are not fitting through that window, nor are they anywhere close to it.

Again, what they actually said was that they would not pay for more term beyond the 6 months that they already paid for. That is their own statement which I quoted at you earlier. If they can and probably are saying what you believe, then they should have put that in their response, instead of a statement which flies directly in the face of that. It actually requires a beyond impressive logical leap for you to infer that they would be happy to continue paying, when in fact they said directly that they would not.

Alternatively TT were trying to help out a guy in a similar business that they had some sympathy for by entering this arrangement and paying first 3, then 6 months up front, and then rightly got worried at being asked for 9 months up front, given they'd need the company to still be trading to such an agreement to have any benefit.

I have to admit I'm giving the benefit of the doubt to the company that gave a guy $10K three months earlier than they needed to for no good business reason rather than the guy who spunked $50K of Kickstarter funds up the wall.

Yes, I'm sure they are such kind big-hearted people that just cough up tens of thousands of dollars on a whim to help out another business for no reason other other than sympathy and kindness. There couldn't have possibly have been anything in it for them, no-sir, no motive whatsoever in which this business arrangement may have been advantageous to them. Nope. None.

I get that you're giving benefit of the doubt to one side here, but in the process of doing so you've actually read in inferences and ideas that are completely counterfactual and fly in the face of the statements actually made. You insist upon the idea that Justin claims that there was "never" a contract, yet he never actually says that, nor does TT ever actually accuse him of saying that. You insist upon the idea that TT is attempting to continue paying, etc. but per Justins own statement TT has refused to make payments due, which is consistent with TTs own statement that they refused to send more funds to SWM. Theres a fine line between giving the benefit of the doubt to someone and making up gak wholesale to try to excuse them.

Not sure if intentional but the switch from TTC to TT here is a little confusing.

Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.

Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?

The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.

The switch between TT/TTC is intentional. Per Justins statements his agreement was with Troll Trader (TT), not Tabletop Combat (TTC). I still need to reference TTC though because TTC has the post dated to 2019 about a partnership with SWM, as well as the more recent post from the last couple weeks offering TT/TTCs side of the story. I tried to limit the use of "TTC" to when I am referencing one of those two posts, and TT when speaking more generally for the purposes of clarity as to what I was referring to, but I can understand why its confusing and might not be as helpful.

Indeed. Regardless of how we interpret the TT statement, SW claims still seem to make little sense, beyond "All money gone. Pandemic etc. Kickstarter moneys disappear. They're stealing our stuff. Money gone, send money".

SWM never claimed to be in bankruptcy proceedings, they said they defaulted on debts owed to their lender, which is "bankruptcy" in the colloquial sense but not in the technical legal sense. Most of what they said makes sense enough and TTs own statements indirectly corroborate their claims.

Could all this just come down to TTC thinking they can sell what they made during the contract period until the stock runs down (and indeed might have given very large numbers for stock safe int he knowledge they could make more and who would know), and the IP being considered worthless if they have stated stock levels that will last until the apocalypse?

The contract terms *should* stipulate one way or another whether this is allowed, as its fairly boilerplate in licensing agreements (usually to destroy inventory at the conclusion of the license term, it would be unusal for a contract to allow continued sales post-term as it allows them to "make more and nobody would know" as you indicated). If this is what TT has done (produce a ton of bases to conintinue selling but its allowed by the terms of the agreement, then TT is in the clear and Justin screwed up bigly, though it speaks to malfeasance on TTs part if they knowingly overproduced bases for 6 months knowing that they would lose the license but have enough inventory to last several years. Rather than "helping out a guy" as dean argued, it would point to the idea that they were intentionally trying to screw him over and take advantage of him.

Still, you would think it would be a fairly cut and dry situation then from TTs standpoint, their response would have been "we are selling bases that were manufactured during the time period that the contracts term was in effect" rather than "Justin asked us for more money and we said no and now we are doing things because reasons".

Paying $10k to a guy so that you can sell bases that he designed but you produced, stored, transported etc for three months seems utterly bizarre on the face of it. Exactly how many of these things are TT shifting every day to make such a deal profitable? Speculation seems almost pointless, there's just so much information missing on the specifics of the deal (specifics that must exist for any of what we do know to make sense).

Yep, which is another reason I question TTs side of the story here - those numbers don't make sense to me and I struggle to see how this was profitable to them. Its possible both SWM and TT cut a bad deal and neither of them realized it until it was too late and everything imploded as they both tried to weasel out of it at the same time hoping the other wouldn't realize how screwed they were, etc. Or its possible that TT is misrepresenting the facts and that those $10k payments weren't for term but for delivery of the master molds/product as Justin seems to imply.

Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).

Certainly it was like this in the UK, I don't see why it would be different in the USA?

It increased sales volume, yes, but it created a shipping crisis that made it difficult if not impossible for many businesses to acquire inventory, and those that could were paying exhorbitantly higher costs. While Justin may have been seeing more demand it doesn't mean that inventory was there to satisfy it or that his margins were enough to cover all of his costs. In many cases for smaller businesses with average to sub-par accounting, the cost impact of the pandemic created persistent problems because not all of that cost hit businesses at once, they may have determined their margins were enough or even hiked prices a bit and sold down inventory expecting to cover all their bills, only to discover that additional cost hits landed on them after they had already sold through everything that put them into the red. As equally likely is the idea that businesses sold through inventory and thought the margin would be enough to cover reorders, only to discover that the reorder cost had increased 20-50% (or more) and their profit off previous sales wouldn't cover the minimum size of a re-order (or just require them to cut their order size in half, etc.).

In general, for most of the pandemic retailers and consumer-facing businesses in the hobby industry didn't really feel much pain because they were insulated from the hit by manufacturers who absorbed absorbed cost increases or found other ways to manage the financial burden without passing it down to retailers or their customers, but that doesn't mean the pain wasn't there. I have first-hand knowledge of what was going on behind the scenes at several major hobby board game publishers and hobby manufacturers - the financial stress caused by the pandemic was very very real to them. SWM is partly consumer facing, but its still mostly a "back end" type enterprise. I can't speak to what their exact situation was, not sure if they raised prices through the pandemic or not, etc. (as I said, never really dealt with them before), but given they seem to mostly sell products that they produced themselves (or outsourced production of as the case may be), I would imagine that they were feeling the pandemic much more acutely than retailers were, as they didn't have middle-men in the supply chain insulating them from cost increases - rather SWM was the type of business that would be the one absorbing the cost increase on behalf of retailers if he didn't make the decision to pass on the costs.

This doesn't even begin to cover the impact that would result from business shutdowns from lockdown/mandatory state at home orders, lost productivity resulting from the need to socially distance that might result in decreased opeating efficiency, issues distributing his own products out to retailers due to container shortages, etc.


***

For the record, I feel like I need to state this: I am not an SWM fanboy and have basically never purchased SWM products with the sole exception of about $50 worth of resin bits for a conversion I made about 5 years ago, while it was sold on their site I am not actually sure they are the designers/manufacturers of it. On the contrary I have purchased thousands of dollars of product from TTC, including a small order I placed with them as recently as 3 days ago (what can I say, they make nice stuff). That being said, TTs side of the story doesn't actually serve as basis of explanation or justification for their actions or articulate a clear defense for why they believe themselves to be in the right. It simply slings some mud at Justin while attempting to cover themselves in a woe is me sob story about how much money they spent. I understand that when legal matters are involved there are limits to what can or should be disclosed publicly, etc. but while Justins statement looks like something that was reviewed and edited by a lawyer in that it uses a lot of words to tell us nothing of substance, TTs statement goes into more detail than I am used to seeing in situations like this in an attempt to offer what I assume to be a defense (albeit a woefully incomplete one) which in reality only serves to raise more questions, some of which imply direct wrongdoing on their part.

That is why I it appears that I am defending SWM and attacking TT on this.

 Monkeysloth wrote:

 Undead_Love-Machine wrote:
Just a quick point regarding Justin blaming the pandemic: to my knowledge the pandemic helped increase sales for hobby products accross the board (online at least).

Certainly it was like this in the UK, I don't see why it would be different in the USA?

Secret Weapon is based out of California and was forced to be shut down for a good amount of the pandemic by the State Government due to the type of business it was (California was one of the strictest here in the US). And during the times he could be open they could only be 1-2 people working at a time. Seams like Justing had to furlo/layoff everyone that worked for him that didn't live with him (since there were less restrictions for that scenario) as he had stated he had to relearn how to cast resin again due to him not having done it in years and most of his posts in 2021 only involved his family or Jessica (who was a family friend staying with them) cleaning out the warehouse for the new bases and shipping orders.

Thanks for the info, that certainly explains it.

Not sure if intentional but the switch from TTC to TT here is a little confusing.

Whilst the people running TT (troll trader) and TTC (Tabletop Combat) are the same - they are seperate legal entities.

Indeed, this might even be the source of the confusion. Did TTC make the bases for 6 month (in line with the agreement) then sell them to TT who are now perfectly fairly selling bases that were made under the licence and sold to them?

The point being, we basically have no idea what was agreed, what legal entity agreed it and what has happened since - so trying to imply one side is in the worng is a little difficult.

The switch between TT/TTC is intentional. Per Justins statements his agreement was with Troll Trader (TT), not Tabletop Combat (TTC). I still need to reference TTC though because TTC has the post dated to 2019 about a partnership with SWM, as well as the more recent post from the last couple weeks offering TT/TTCs side of the story. I tried to limit the use of "TTC" to when I am referencing one of those two posts, and TT when speaking more generally for the purposes of clarity as to what I was referring to, but I can understand why its confusing and might not be as helpful.


So you are entirely taking SW side then? Because you are saying him saying the agreement was with TT was correct even though everything from TTC side was that the agreement was with TTC.

Given that TTC are the one of the three businesses that deal with production of product, and TT is just a retail shop it would seem VERY unlikely that the agreement would be with TT and not with TTC. Not impossible I admit, by why sign the contract with your retail business to produce resin products when you have an entire business setup already that does exactly that?

I don't know enough of the agreement to say who is right and wrong here - but given the occums razor I'd say the agreement was with TTC and not TT.

All I'm saying is that it's likely that both sides think they are right, rather than one side knowingly doing what is wrong.

The fact that SW think they had an agreement with TT could be what it boils down to.

SW believe they agreed with TT to produce and sell bases for 6 months, that's now passed and TT are still selling bases - so they are in the wrong.

TTC believe the contract was with them - they produced several years inventory in 6.months then sold that to either KD or directly to TT, who can now take as long to sell as they wish as the bought from the licenced producer whilst they had the licence to sell them.

Why would this affect the IP sale? If I wanted to buy the IP I'd be worried to hear that a large stockpile of the product already exists in one of my larger markets and that I'll never see a penny for that - if I even ever did go ahead it'd be at a massively reduced value.

chaos0xomega wrote:

That TT have only actually paid for six months at this point isn't really relevant. They can, and probably are, saying "sure, we'll pay the rest, just send us an invoice" - which again, means SW acknowledging that the contract exists in the first place.

Its 100% relevant, as there is only a very narrow legal window in which TT could have not paid for additional term while still being legally in the right in this dispute - and all evidence available points to the idea that they are not fitting through that window, nor are they anywhere close to it.

Okay - to say that you must have seen the contract (and I have suspicions about who you might be) - care to share?

Thinking about it further there is another reason to believe that the deal was with TTC and not TT and that's simply the cost and number of units that would be involved to recoup their $10,000 cost.

Let's do the numbers, and I'll try work these in SW favour just to prove the point.

We know that TTC paid $10,000 for 3 months licence, working to SW favour lets say that's 93 days. They also claim to have paid £15,000 to make the molds - but lets discount that and say they gambled that the deal might last years and over that time the per unit cost would be close to zero.

The current exchange rate is 0.83, so $10,000 is roughly £8,300.

To simply make back their licence cost then (and we'll assume TTC did this to help save SW and not to make any profit themselves) they need to make £89.25 per day (£8,300 / 93)

We know that they sell packs of bases for £9 each at TT (https://thetrolltrader.com/search?type=product%2Carticle%2Cpage&q=secret+weapon). I'll admit that I have no idea of what the cost to produce these is so lets again work in SW favour and say after materials, labour, storage and distribution 75% of this price is profit.

This gives a profit per pack of bases at 9*0.75 = £6.75

So to draw even each day TT need to sell 13.22 packs per day (89.25/6.75) and they would need to do this per day, every day for 3 months - then they decided to make this 6 months before even selling a single product.

It seem highly unlikely that TT, a single retail store, would be able to maintain this level of sales for a single range of products.

TTC however, who sell the products they make to distribution companies throughout Europe to be sold in 1000's of FLGS probably would do this without too much problem

Given that it also just makes sense to place the PRODUCTION of licenced resin products with your company that handles production of resin products, and not your company that deals with retail sales, then I have to side with TTC and say the licence was held by them and not TT, even if SW have misunderstood this fact. Note I'm only saying who the agreement logically was with - without significant more details we cannot make any assumptions to who is actually in the right.

 Breotan wrote:

 Snrub wrote:

The_Real_Chris wrote:
My annoyance was the tiles not going retail so I couldn’t get the extra ones I wanted.

I'm annoyed at this as well, but I don't believe it to be his fault. He and the manufacturing plant in china got into a debate over the ownership of the tile moulds and it ended up being only the KS pledges plus a very limited amount of extras ever being produced. That was a proper blow to him I feel, as he's the only other company I'm aware of to challenge GW on the plastic game board front. And given the quality and price of them, they really could have been a top seller once they became more widely available.

Let's not forget the devastating impact neoprene mats had on the plastic game board market.

The what? Context, if you please.

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.

Look, you're bending over backwards to find a way that Justin could be in the right on this for whatever reason, and yeah, if the contract was written in a certain way, and terminated in a certain way, your version of events could be what happened.
Equally if the agreement was written in a different way and Justin just stopped invoicing instead of actually terminating it, I could be right. Or y'know, any of the other scenarios people have floated around as to what might have happened involving no bad faith on TT's part.

I do appreciate you theorycrafting out the possible scenario where Justin is the victim here. It's an interesting possibility. But you're arguing with a passion and certainty that goes well beyond that and refusing to accept that others might have it right also. You seem to think your explanation is the *only* possible one - and that's only possible if you're privvy to more information than the rest of us.

deano2099 wrote:

 techsoldaten wrote:

deano2099 wrote:
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

Secret Weapon does not appear to be going through any bankruptcy proceedings.

In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov

I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.

PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?

Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.

Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.

Nah.

Bankruptcy means more than not being able to pay your bills. It's an attempt to discharge debt by selling whatever assets exist to pay Creditors. A court decides if this can happen and the terms.

Proceedings means a hearing before an administrative body (usually a court.) Bankruptcy proceedings are a matter of public record.

Show me the records. There don't appear to be any, therefore there doesn't appear to be a bankruptcy. Neither SW or TTC has claimed there is a bankruptcy going on. The only thing SW has said is the bank seized their assets and the CEO plans to wind down the business.

The difference matters. If SW went through a Chapter 7, all of their assets would be liquidated. TCC could petition to file as a Creditor and make a case to a Judge as to how debts should be settled. At the end of the day, SW would no longer exist and any IP would be sold off to satisfy any Creditors.

That's not what's happening here. SW doesn't appear to have enough money to continue operations and has defaulted on a loan from the bank. The bank has seized their assets and will attempt to sell them. I'm not clear on whether TTC's attempt to register as a Creditor carries any water, it implies they will sue the bank if they don't receive the IP. The bank could respond to this a lot of different ways, but most likely doesn't care. Legal action costs money, the actual value of the IP is likely less than the cost of a lawsuit to recover it (which would be in the six figures,) and the odds of prevailing against the bank's lawyers is low. The bank only cares about getting as much of it's money back as possible.

So instead of a proceeding where TTC could claim rights, they are dealing with a profit-making entity solely concerned with recovering a debt owed to it. Big difference in terms of what to expect.

 techsoldaten wrote:

deano2099 wrote:

 techsoldaten wrote:

deano2099 wrote:
But Justin still hasn't closed up has he? He's still in some sort of bankruptcy proceedings.

Secret Weapon does not appear to be going through any bankruptcy proceedings.

In the US, bankruptcy is a matter of public record. A bankrupt company would need to file papers and go through the courts. All Federal and State filings are accessible through a system called PACER: https://www.pacer.gov

I've searched several times. No bankruptcy filings exist for for Secret Weapon Miniatures Inc. or Justin McCoy.

PACER is free to use, you just have to create an account. Maybe you want to check and see for yourself?

Yup, that's why I said "some sort of bankruptcy proceedings" rather than "filed for bankruptcy" - indeed, that was my initial issue with his last update: he said he was winding up the company and then a year later, is still trading. I'd checked multiple times for any bankruptcy filings during the past 12 months to see if it was actually happening and it wasn't.

Nevertheless, he appears not to have control of his own business any more and is forbidden from working for it, so it does seem like he's going through some sort of bankruptcy/insolvency/liquidation proceedings.

Nah.

You're probably right, you know better what I meant to say than I did.

(There's some weird people on here, I swear some would argue with a brick wall)

deano2099 wrote:

 techsoldaten wrote:
Nah.

You're probably right, you know better what I meant to say than I did.

(There's some weird people on here, I swear some would argue with a brick wall)

Kind of. I keep saying the distinction matters because it has implications for what happens next.

If SW choose to go through bankruptcy, it would cease to exist after assets have been liquidated. Chapter 7 means the business is dissolved and there's consequences for anyone trying to do anything with it after the dissolution.

If SW is able to settle it's debt to the bank after selling assets, it can continue as a business. Maybe not in the form we've known it, maybe not doing direct sales of finished products. But the company could continue operating, reorganize, restructure, etc.

SW has brand recognition for high-quality miniature products. One possible outcome is the new company licenses designs to other manufacturers to sell under the brand name. They could even approach TTC with an offer to just use their licensed IP.

That can't happen under a bankruptcy, hiding assets is a serious offense and would leave officers exposed to all kinds of liability. That can happen if the bank doesn't think "the IP" is worth the effort to try and sell, SW would retain it and there's nothing stopping them from licensing it out. It's possible a licensing agreement would be more profitable than production of finished products ever was.

It's unclear to me what's meant by "the IP" and if this means digital files, brand name, molds for casting bases, or something else entirely. Also, it's a little strange for TTC to register as a Creditor through a letter to the bank. While I'm certain there's a legal significance outside bankruptcy I'm unaware of, I'm equally certain it would be cheaper to buy out the IP from the bank as part of an asset sale than it would be to hire a lawyer to prosecute claims.

So it's a fun question to consider.