The CGL situation p3 Options

[kzt]

(Also @ kxt:) Regarding the schizophrenic fan base: that's a very salient point. However, I'm not suggesting a co-op. I'm suggested a traditional corporation. For example, very few Apple employees ever saw or were privy to any details about the iPad until Saturday. Even the "geniuses" who will fix them weren't given any information. How is that? Apple is a publicly traded company. Because the individual stock holders only get to vote on the board of directors. They don't get a say in the actual decisions. The board of directors votes on major, strategic decisions. (Should we kill Dunklezahn? Hey, how can the FLGS get a piece of our PDF sales? What sort of payment schedule should we set up for the freelancers?) The day to day business operations are handled by the management team. This is what I am suggesting, except as a privately held company.

It doesn't matter, the cost of the legal work to make a securities sale that doesn't violate the law in all 50 states is "a lot". Without that your liberty is at risk. Past a small number of investors the law for corps becomes more complex. RPG fans are not typically considered sophisticated investors so you have additional labor to show you are not running an "Affinity fraud" scheme, plus disclosure and prospectus, annual reports and annual meetings.

GTA is the vehicle Greg used, it was not fan controlled company.

[Demonseed Elite]

Did I say anything about "without payment?" And as previously mentioned in this thread, there's a big difference between debt and refusing to pay. If either party breaks the contract, then the rights would revert back to you. But you wouldn't be able to do silly, detrimental things like trying to withhold copyright and shit that's already in print and which has been distributed. "Oh, you've printed this? Well guess what, I don't like you anymore so I'm withdrawing my copyright." It's borderline blackmail.

It's one thing to sue them for breaching a contract and demanding to regain control of any future use of the material. It's another thing to be pissy because they're behind on paying you. And, to be honest, it's just fucking stupid to do it in an attempt to thwart them from making the money to pay you back.

But who a I kidding? Thinking things all the way through is a rare thing on an Internet forum. Because, you know, "transfer copyright without any promise of payment for ever and ever" is exactly what I said, implied, and clearly meant.

And yes, I understand that most of the things related to this topic revolve around the mismanagement of funds, too. But that has little to do with the point I'm trying to make above.

Huh?

First, the "debt" situation you mentioned is what most freelancers have been working under for years. I wrote for Shadowrun for eight years and guess how many contracts paid out on time. One. There's nothing silly or flippant about the freelancers who are withholding copyright. They are fed up. I'm not one of them, because I have no pending writing for Shadowrun, but I sure as hell understand where they are coming from. They don't want to give the publisher the benefit of the doubt anymore, because with what is going on currently, they have zero trust in the publisher.

And what do you mean about "demanding to regain control of any future use of the material?" The freelancers couldn't do anything with it even if that worked. They can't resell the material, because it uses an intellectual property they do not own. One of the very few options they have is to deny the publisher the ability to sell the material in the case of non-payment, because copyright has not yet transferred. Once copyright is transferred, the original writer no longer owns the material, so there's very little legal recourse.

[Ol' Scratch]

You have to read the complete conversation to understand everything I was talking about. It started with my comment that it was odd that they would have a draconian NDA but not include a clause about gaining ownership of the copyrights as part of the contract. Which was implied to be the case elsewhere, though you seem to be saying it does include one once payment is made. (Which still brings me to ask why they'd do it that way rather than just assume it from the beginning).

Also, if you're regularly not getting paid and haven't been getting paid for years... and know others you're working with haven't been getting paid in years... why do you continue to do it? Then, all of a sudden, decide to go and wave the copyright ownership dick around? I don't quite get that logic either. Especially since it would have just reinforced the tendency for them not to pay you or anyone else since you don't seem to have a problem with it through your inaction and continued compliance. (IMG:style_emoticons/default/indifferent.gif)

And what do you mean about "demanding to regain control of any future use of the material?" The freelancers couldn't do anything with it even if that worked. They can't resell the material, because it uses an intellectual property they do not own. One of the very few options they have is to deny the publisher the ability to sell the material in the case of non-payment, because copyright has not yet transferred. Once copyright is transferred, the original writer no longer owns the material, so there's very little legal recourse.

I mean exactly what I said. In addition to getting paid for your work through the lawsuit, you'd also gain the ownership for future use of the material back. That would cover things such as inclusion of any of the material in future sourcebooks or storylines. But going about demanding to get paid while simultaneously removing any chance of earning the money to get paid is kinda goofy. Actually suing them seems to make a lot more sense than stomping about and withholding the copyright, especially if you ever hope to get paid at all.

[tweak]

And what do you mean about "demanding to regain control of any future use of the material?" The freelancers couldn't do anything with it even if that worked. They can't resell the material, because it uses an intellectual property they do not own. One of the very few options they have is to deny the publisher the ability to sell the material in the case of non-payment, because copyright has not yet transferred. Once copyright is transferred, the original writer no longer owns the material, so there's very little legal recourse.

Curious. What's to prevent the writers from publishing their stuff on blogs? It's not like they can sell the content to anyone else.

[lehesu]

Well, CGL just gave back control of the Cthulhutech RPG and Poo Card Game to WildFire. Some decisions are being made by people.

[otakusensei]

The Next Phase of WildFire, Pt. I

5-April-10

As of 3:21 pm today, Catalyst Game Labs transferred ownership of all remaining CthulhuTech and Poo inventory to WildFire, the legal copyright holder of both properties.

As of January 3rd, 2010, WildFire terminated any and all business relations with Catalyst Game Labs, due primarily to non-payment of royalties, in addition to other contractual breaches.

Since that time, WildFire has been trying to work with Catalyst for that company to pay WildFire the remaining royalties owed. Things have progressed very slowly. In order to relieve a portion of that debt all at once, the best solution for Catalyst Game Labs was to transfer ownership of WildFire inventory to that company.

More changes are expected within the week, and more information will be released as they happen.

All from http://www.cthulhutech.com/2010/04/05/the-...-wildfire-pt-i/

Looks like things are worse than we thought.

[Tiger Eyes]

You have to read the complete conversation to understand everything I was talking about. It started with my comment that it was odd that they would have a draconian NDA but not include a clause about gaining ownership of the copyrights as part of the contract.

Er... maybe this hasn't been posted before. I don't have an NDA on file with Catalyst. Many of the other authors do not either.

[Ol' Scratch]

So many posts to keep track of. Don't mind me. (IMG:style_emoticons/default/smile.gif)

[Demonseed Elite]

You have to read the complete conversation to understand everything I was talking about. It started with my comment that it was odd that they would have a draconian NDA but not include a clause about gaining ownership of the copyrights as part of the contract. Which was implied to be the case elsewhere, though you seem to be saying it does include one once payment is made. (Which still brings me to ask why they'd do it that way rather than just assume it from the beginning).

I understand what you're talking about. And it's a standard contract, very typical for a setting without advances and royalties. The writer is expected to create a certain amount of words for a certain amount of pay, and in exchange for that pay, copyright of the piece (ownership) is transferred to the buyer. It's Catalyst's choice that this transfer of pay/copyright takes place 30 days after publication; it's in their contract language.

Note that the contract also allows either party to terminate the contract before the conditions for pay/copyright transfer take place. In this case, you're seeing the writers using that, but it's also there for the benefit of the publisher. If the writer isn't making deadlines or is delivering sub-par writing, it allows Catalyst to terminate the contract and find another author to work with.

Also, if you're regularly not getting paid and haven't been getting paid for years... and know others you're working with haven't been getting paid in years... why do you continue to do it? Then, all of a sudden, decide to go and wave the copyright ownership dick around? I don't quite get that logic either. Especially since it would have just reinforced the tendency for them not to pay you or anyone else since you don't seem to have a problem with it through your inaction and continued compliance. (IMG:style_emoticons/default/indifferent.gif)

Well, as to why freelancers continue to do it, it's pretty much for love of the game. That's the only reason I continued to write for Shadowrun for eight years. And I can't speak for the other freelancers, but my struggles with the publishers have been on-going for a long time. I had my falling out with Catalyst in 2008, long before this current situation. And that was after numerous attempts to communicate with management, who simply decided to ignore both me and the line developer who was trying to reach out to them on my behalf. And for the record, I did terminate a contract in 2008, for the Manhattan e-book. But it wasn't public knowledge and wasn't nearly as attention-getting as the current situation. I find it sad and unfortunate that one of the writers that Catalyst found to replace me on the Manhattan e-book recently reached out to me to let me know that know he is waiting for payment from Catalyst and understands my reasons for doing what I did back then.

Also, as for why you're seeing a sudden appearance of terminated contracts and withheld copyright, it's pretty simple. The freelancers lack trust and confidence in Catalyst Game Labs. In the past, many freelancers were more forgiving about late payments because they weren't too concerned about the future of the publisher or the behavior of management. With the alleged "financial mismanagement", many writers feel they have to act more forcefully now.

I mean exactly what I said. In addition to getting paid for your work through the lawsuit, you'd also gain the ownership for future use of the material back. That would cover things such as inclusion of any of the material in future sourcebooks or storylines. But going about demanding to get paid while simultaneously removing any chance of earning the money to get paid is kinda goofy. Actually suing them seems to make a lot more sense than stomping about and withholding the copyright, especially if you ever hope to get paid at all.

Copyright law doesn't quite work like that. At least, not easily. Copyright law, in the United States, errs on the side of the copyright-holder. So once that copyright-holder is the publisher, a claimant writer will have an uphill battle. Getting it to cover future references to the material in separate works is even more unlikely.

I actually spoke to two separate lawyers a number of years ago on this topic and both recommended withholding copyright as the best immediate course of action. Apparently, lawsuits like this don't tend to end well for the writers, at least not in this type of industry. Usually the RPG companies owe so many different outfits money (and usually larger sums) that if a lawsuit is won, the publisher declares bankruptcy and the writers usually end up with very little in the settlement. But that's just speaking from my experience, I'm not involved in this current situation and I'm not privy to any discussions the current writers may have had with lawyers.

[kzt]

All from http://www.cthulhutech.com/2010/04/05/the-...-wildfire-pt-i/

Looks like things are worse than we thought.

That's nice. When is CGL going to ship me the CT books I paid for a YEAR ago?

[augmentin]

@kzt: Admittedly, I've never run an national corporation, but my understanding is that they are subject to federals laws and the laws of the state of incorporation. They are not subject to lawsuits in all 50 states. (They are liable in all 50 states, but unless a PDF comes embedded with a virus or someone suffers a fatal paper cut, I imagine the cost of liability insurance to be rather low. For reference, I pay less than $800/yr for $3M in liability insurance.) Also, I am suggesting a privately held corporation, which would be responsible to the IRS but not the SEC.

GTA seems like a good idea, and from what I've read worked for a time. Ultimately, though it failed. From what I've read, in return for giving money, GTA members received a substantial discount on future products. It effectively functioned as a buyers club. Of course, my extremely limited knowledge of GTA/Heroquest comes from what I've been able to read this evening. (And hey, the internet never lies!) What I am proposing is in return for money, the investors receive an ownership stake in the licensee.

Regarding affinity fraud, what I am proposing looks nothing like any of these. I acknowledged the potential that it could look like fraud in my first post. (Though didn't know the correct term - thanks!) As I said before, the two keys to this whole thing are (1) money and (2) buy in from current and previous key contributors to Shadowrun.

If we are able to engage a substantial enough core group and a large enough investor pool this is workable. If only the information in the official press release is true, the core group would already be very suspicious of any new ownership group. If a small fraction of what's been alleged is true, I would expect them to be downright paranoid. Look, we're asking them to give away labor in exchange for something they may or may not ever be compensated for. Given the current situation, I'm sure they will be far more wary than any fan looking to exchange $100 for an ownership stake in the game they love. If we're not able to engage this core group, well, I hope either IMR/CGL gets its act together or another company does.

[BishopMcQ]

Kzt--If you are having difficulties with an order, please send an email to quartermaster@catalystgamelabs.com and include the order number. I will follow up with our new quartermaster to verify receipt of the email and find out what measures can be taken for your order.

Thank you.

[kzt]

I put in, iiirc, $100 bucks so I could see a game put out. The game came out, it covered lots of interesting stuff. Eventually Greg decided to go write books. I got back maybe $40 bucks worth of stuff. I consider it well worth it to me. I have no idea what other people thought of the outcome.

It's harder than it seems to do a shareholder structure. I talked to Greg and several people involved with this while he was trying to set it up as a corporation. A "closely held corporation" is generally limited to at most 500 shareholders. Above 100 you have to register with the federal government. Apparently you generally have to register your security with each state you intend to sell it in, in addition to the federal government. This isn't a huge issue if you are a large private company going public, but it's a HUGE issue if you are a tiny company trying to raise money via lots of tiny investors, as you apparently normally need a lawyer licensed in the state to prepare those kinds of docs.

GTA was vehicle for Issaries Inc to raise money. Essentially Issaries Inc (AKA Greg Stafford) made very few promises in writing, we largely took him at his word that he would use the money to do what he said he would. Everyone crazy enough to do this was convinced that Greg really wanted to put the game out and would put out enough stuff to be worth our giving him the money. But we'd mostly been dealing with him (via Chaosium) for 15 years and he had a track record for producing games we liked a lot.

[kzt]

Kzt--If you are having difficulties with an order, please send an email to quartermaster@catalystgamelabs.com and include the order number. I will follow up with our new quartermaster to verify receipt of the email and find out what measures can be taken for your order.

Thank you.

It was ordered at the same time as this damn SR4a LE that was promised to ship a LONG time ago.

[Dread Moores]

Well, CGL just gave back control of the Cthulhutech RPG and Poo Card Game to WildFire. Some decisions are being made by people.

Now that is not what I wanted to here. That means more delay on the Ctech products, while they find a new publisher, that have been finished for quite some time.

It also means that they're still dealing with royalty issues. Which is also not something I wanted to hear.

[Dread Moores]

That's nice. When is CGL going to ship me the CT books I paid for a YEAR ago?

Huh? I've ordered all the Ctech books available through Battlecorps, and had all of them delivered. There haven't been any pre-orders that I recall for anything that hasn't been made available. If so, I missed it, and I'm pissed. (IMG:style_emoticons/default/smile.gif)

[Bull]

Huh? I've ordered all the Ctech books available through Battlecorps, and had all of them delivered. There haven't been any pre-orders that I recall for anything that hasn't been made available. If so, I missed it, and I'm pissed. (IMG:style_emoticons/default/smile.gif)

If he ordered it at the same time as the SR4 LE, the system tends to bundle the entire order as on hold, until all the pre-ordered items are in. At least that's my understanding of it. I assume that's because the shipping is based on the entire order as a single package, and not by individual item.

Hopefully talking with the Quartermaster and Bishop will help get things sorted out.

Bull

[Method]

Maybe I missed this somewhere: Has Posthuman Studios made any official announcements as to how these events will affect their relationship with CGL? Adam is co-owner of Posthuman Studios, right?

[Abschalten]

I hope they come out of it okay. Eclipse Phase has, in a single release, become my favorite new RPG. I want that game to live and thrive for a very long time.

[Cain]

The question is, what situations are affecting them? Are there legalities complicating matters?

Jason H.

It ultimately doesn't matter. A book in the hand is worth two in layout, and so those should be priorities. Even you agree that the money is owed, so there's nothing much else to say. Pay the money, sell the books. If there are legalities complicating them, settle quickly, even if you have to sacrifice payment of books in the planning stages. That's just common business sense.

But to bring things back to a question you can answer: are the choice of projects to be paid decided by you, or are they made by someone else? You don't have to name names; I just want a look into the duties of a line developer.

[wusselpompf]

That's nice. When is CGL going to ship me the CT books I paid for a YEAR ago?

As I read it, CGL only transfered the property rights of the books to wildfire, meaning that CGL still posesses the physical copies of the books and probably also still sells them but the money goes directly to wildfire. Correct me if I'm wrong.

[TW]

As I read it, CGL only transfered the property rights of the books to wildfire, meaning that CGL still posesses the physical copies of the books and probably also still sells them but the money goes directly too wildfire. Correct me if I'm wrong.

The Wildfire press release states a "transfer of inventory ownership", which would imply that Wildfire now also owns the physical copies of all Cthulhutech product printed by CGL to date.

[Stahlseele]

Yes, Frank does, indeed, have a Sense of Humor it seems ^^
http://forums.dumpshock.com/index.php?showtopic=30532

[hermit]

Yes, we should stop directing our hate at Loren C. Coleman and focus on the real villain here, Loren L. Coleman.

[Catadmin]

RE: Draconian NDAs comment.

CGL's NDA is a very standard NDA for licensed property. You want to know real draconian? Several authors I know of were required to sign NDAs where they weren't even allowed to tell anyone they were working for the property until after it went out. And if it turned out to be vaporware, they were never allowed to talk about it except to say "Hey, I worked on vaporware."

What's real fun is to hear the stories of authors doing movie tie-in novels where they're required to go into the movie studio, read the script in front of a babysitter over a 2-3 hour period, then not allowed to take notes or make copies, and expected to go home and write the book from their incredible memories. All the time, completely and totally not allowed to tell anyone what's going on or even discuss it via email with their agent. Conversations have to be in person or on the phone...

I'm not exaggerating by much, either. I even heard of one author who was asked to sign an NDA before he even got any information on a project at all. He wasn't told who he'd be working for, what the payscale was, anything. And then there was the expectation that once he signed the NDA, he'd do the work, regardless of what it turned out to be. He couldn't sign the NDA and not do the work... It was all rather silly and he turned down the offer because he likes to know what he's getting himself into before he agrees to do it.

Now THAT is draconian. @=)