Shelby and SAAC at Odds

You might find a copy of Daltons post in you E-MAIL.

 

DaltonDavid, you state that Shelby Inc. is a business. Let's not forget that SAAC is also a for profit business. In the real world all of us for profit business owners know that when new competition enters is when, how you have treated your customers in the past is put to the test. If SAAC has treated its 5000 plus loyal customers well in the past they should have nothing to worry about. Honestly, who cares if they (SAAC) hold the license to a word or symbol? Most SAAC customers/members join for the people, camaraderie, and information they have on the cars we all love.

As for the $1.00 dollar a year thing. Someone needs to step up and take responsibility for not fulfilling this part of the contract instead of thinking that this was a trap.

 

Don't for get the GREAT Car Shows at the Tracks.
David.

 

While SAAC is 'for profit' comparing it to Shelby 'for profit' is like comparing David and Goliath.

As far as the 'rent' ($1 a year), thats all ready been paid. I liken to letting my kin folk stay at a rental house and having them sign a contract for a dollar a year. It's a mere token, no one, including me, really gave much thought as to the seriousness of it. Until some years late I showed up on there doorstep with an eviction notice for failure to pay. I guess they pissed me off, because it certainly isn't about $9.00 after all these years. Don't get side tracked by nine bucks, it's a red herring at best.

 

Red herring or not, being in business means dotting your i's and crossing your t's. Also it was not paid til this started. By the way, I am a SAAC member and will continue to be, I am not against SAAC, I am just trying to review the facts.

 

I sincerely SAAC can snap out of being in denial. When all you have is a hammer everything looks like a nail. I thin your judgement has been affected by feeling like you've been betrayed, and I understand that. I'm just surprised SAAC didn't just step-up and literally do everything in their power to make things right. Maybe it was already too late -- dunno. Just seems counterproductive to bite the hand that has provided an agreement that enabled the club to legitimately exist for $1 a year!

Question: Is SAAC a for-profit corp? Do any of the officers get a salary of any kind or is it all volunteer? Just curious.

Whatever happens I sincerely hope it is good for the owners/enthusiasts. CS and the casr are legends and nothing will change that, but the services SAAC provides need to be continues in some form, imo, and the less disruption the better.

 

SAAC started with a handshake, a wink and a nod. Seriously you believe Shelby actually EXPECTED them to pay a dollar a year? Then WAIT nine years to make an issue of it? Seriously, you think a Judge would waste more than 9 seconds on this issue in a court room? It's such a petty argument it's laughable, I can't believe I'm even responding to such drivil.

Fact is the license has been withdrawn, OK, I get it, let it go. SAAC blew it, there bad guys, they can't sell Shelby trinkets anymore, because they didn't pay the NINE DOLLARS. Feel better? Can we move on now??

Get serious, the license non re-newal aint about the RENT, or even access to books or whatever you want to 'blame it on'. Like Carroll said, "I'm tired of them." OK, I can see that, his call, his legacy, his right to be upset. This is about a complex breakdown of friendships, trust, faith, power, money, control, corporate legacy and personal feelings, on both sides. It aint got sqaut to do with a $10 bill.

Mr. Shelby has always pretty much done things 'his way', and he's been pretty darn right on about it too. He wants to do the registry 'his way', the Shelby way, and by golly he's gonna do it. I wish him success. Now thats the end of it, don't hold your breath there will be some sweet meeting of the minds, handshakes all around and hugs for everyone. SAAC wanted to do the registry 'there way', period, didn't want/need the input Shelby offered/demanded or whatever. Two very head strong groups at work here. Who gets what and will be allowed to do what when the smoke clears? Well, that IS the real question.

 

You're right, it's not about the rent. Whether the fee was $50,000/year or $1/year the consequences are identical.

And I don't think it's about just trinkets, either. I suspect use of the name Shelby American would be a problem too. That could be a real problem for a busines named SAAC, no?

It seems similar to business Ford prosecutes all the time, e.g. Joe's Mustang Parts ...can't use "Mustang!"

The courts will decide, if that's where it's settled, but SAAC is bucking some pretty strong precident (by my limited reading) on the use of the name Shelby in anything potentially. I'm sure that's a key part of the issue. How can you run a Shelby cars registry without use of the name?

 

We might be making some progress...

The real 'legal' issue is the name, SAAC, and it's continued use. You could well be right about the term 'trinkets' minimizing what may be a substantial dollar amount. Without access to the books how would we know? Now THATS a substantial legal point. Just how much money does this 'for profit' group actually make? It's a reasonable inquiry. I suspect the dollar numbers are fairly trivial when compared to the expenses and the term 'trinkets' may well be justified, but how would we know for sure without an audit? "We" of course may never know as it could get buried by the lawyers and "we" will always be left to speculate. Having given the matter some thought and looked at some of the available numbers I figure SAAC personel are working for 37 cents an hour, but I could be wrong...

There is precedent, but on both sides of this issue. You could say, "The jury is out." The stakes are pretty high on both sides, in my opinion. There will be no 'winners', only those who loose more or less.

 

...and remember that part of the requirement under the agreement is disclosing an annual financial statement to Shelby which I believe was also neglected for some time. So he may have some contractual right to that information.

yeah, unfortunately... hopefully both parties will find a way to make it a win-win, but that candle is flickering badly, I suspect.

See, I don't hold that against Shelby because he's within his legal rights (on at least the agreement-based issues).. I hold it against the violator, SAAC -- for whatever reason: whether thru inattention or on purpose does not matter legally, tho it could matter to Shelby, if SAAC strived to quickly make it right, etc. Dunno, that horse looks like it left, but I still hope it can be resolved.

Certainly, Shelby too can start a registry and use their name in it. A court will have to decide what assets are uniquely SAAC's and Shelby's, if any are unique beside the R-TMs.

 

So no one thinks I have an axe to grind, let's take a look at the other side of the coin:

Was the contract even valid/binding to begin with? What legal-entities signed the contract? What state's laws govern the contract? Was a copy signed by both parties and was a signed copy returned to the licensee (SAAC) -- if not, in many states, the contract was never binding.

Did SAAC honor the terms for at least one year? (may validate acceptance in some situations independently of other considerations). Did the licensing-entity (Shelby...) notify SAAC of non-compliance previously? When? How many times? If not, a court might construe Shelby was ok with the defacto arrangement in spite of the contract (a tough sell, but possible). Is SAAC's lawyer asking such questions to vet the contract's validity? I sure hope so. If not, get a new lawyer.

Don't get too happy, tho... Even if the contract is/was totally void (and I'm not saying or meaning to imply that it is/was), use of any Shelby marks is still a problem. It could be argued that Shelby knew and didn't mind. Shelby can argue that when the problem was realized by Shelby-licensing, they offered the contract/agreement to remedy the oversight with the agreement. Yada, yada.... If not, did Shelby/licensing attempt to protect any use-TMs or R-TMs in question? How? When? USPTO actions/dates, etc.. Etc...

If use-TMs, the 'owner' will have to prove instances of the violation to the court (with or without the contract/agreement). If R-TMs are in question the accused violator will have to prove there was no violation (benefit of doubt goes to R-TM owner by default).

This is a tiny fraction of what a court will crawl thru, imo, to even get to a basis for even starting to consider a remedy/stettlement.

They will also look heavily at if/how the receiver of the license benefited and was the considerations ($1/yr) equal/less than the benefit (assuming it was paid, etc). I.e. what net benefits (tangible and intangible) flowed to the licensee? Ford how long? At what value? etc.

Many, many more questions need to be asked ...but not here...

Ok, I'll reset now. ...bad SAAC <lol>

;-)

 

It's tough walking down the middle of the road on this issue...

My personal opinion is this:
Trying to take over the SAAC name is bad form. What ever problems the SAAC officials and Carroll had/have are serious, 'this means war' kind of thing. But even in war there are recognized limits. No nukes, no biological warfare, etc. Seeking to destroy SAAC by taking their name is the equivelant of a 'nuke', again, in MY opinion. Legal? Maybe, we'll see. Ethical? That depends largely on which side of the fence your standing. Rent control, contracts, talk of liability, licensing agreements, etc are little more than 'troops' carrying out the war. The real issue is a failure of communication between the parties. But, isn't that always what leads to war? And the inevitable result 'tit for tat' as it escalates, finger pointing abounds, troops move into position, lines are drawn, red herrings are laid out...

I would like to see SAAC retain their name and their registry work, while Shelby starts his new club and new registry his way, the Shelby way. He is absolutly entitled to whatever the courts deem just and proper so that he may pursue his goal and protect his interests, as is SAAC. I believe Shelby will be able to maximize the income potential from his registry and as a corporation that is a logical goal, a source of revenue, now and into the future. Is that the primary reason to 'crush' SAAC? For some within the corp perhaps, for others it may nothing more than 'personal'. The registry may well charge for appraisals, history of a car, verification of a car, etc. etc. If not now, soon, it's inevitable when the bean counters get involved. Many of these things SAAC did not charge for, perhaps they should have, perhaps they will in the future, I don't know. How reliable the information will be remains to be seen, it may take years for that to become clear. I'm a little skeptical of a corporations ability to maintain accurate records down the road...

 

I think some people are hung up on the "nine dollars owed," but it sounds like we're starting to see it isn't just about non-compliance with a minor provision of a contract from the 1990s. At least according to the press releases and the letters between the lawyers (that we've seen), it goes well beyond that. I would guess that Shelby / CSL doesn't even know how much they are fighting over, because one of the terms of the licensing agreement was disclosure of financial statements and CSL says they never got those. Could be more than a few bucks or it could be nothing. Whatever, that is just money - it is too bad that SAAC lost its license, but to hear all these comments about how "everyone knows Carroll Shelby plays dirty" and "he's always been a shark" and blah blah blah, why excuse their naivete doing business with such a horrible business partner?

 

I'm just curious, IF the court were to rule that Shelby has shared (or even sole) rights to existing registry data (on the basis that it was collected while illegally using Shelby's trademark(s) and therefore SAAC has limited/no rights to those data), do you think SAAC would comply?

Conversely, IF the court were to rule that Shelby had no rights to existing registry data (for whatever reasons), but has the right to use the name Shelby in the context of a club/registry, do you think it would be in the best interest of the enthusiast base to work out some mutually-beneficial arrangement between the two ...e.g. a revised licensing agreement so SAC can use the Shelby name in return for a license fee -- similar to before but based on it's value and as a genuine arms-length business relationship?

I'm just speculating and, as such, this means nothing. But you surely have a better grip on SAACs feelings than I do, so I'm curious what you think about that -- realizing their your thoughts/opinions only and in no way necessarily reflect SAAC opinions/position.

I have no connections/interests in either organization so, while I feel I'm 'neutral' (tho others apparently don't believe that because my opinions differ from theirs), I have no clue as to how recently SAAC and Shelby had genuinely good and mutual relations and how much of this is heel-digging vs inreconsilable differences, so to speak. What was the "line in the sand" from SAAC's viewpoint ...the SAAC name? or...?

I guess the registry is only one of several issues but it seems clear it is one close to the heart of SAAC. Any thoughts?

Dan

 

You make some good points! I think a reconing of SAAC's books will be owed to Shelby basedon the agreement, but who knows?

Just wanted to mention that my post above was directed at Excaliber ... I was typing while you were posting ...I should have 'quoted' his post.

Dan

 

WhatsaCobra, on Club Cobra posted a comment that really struck home with me. Something like (paraphrasing big time)...

"Shelby is a race car driver, he drives to win, he's never lost that in or out of a car."

I recall reading an article about CEO's, race car drivers and others. It noted race car drivers had one thing that applied to all of the great ones, 'extremely competitive'. 2nd place was the first looser.

I have no inside knowledge as to SAAC or Shelbys feelings on these issues or who started what, when. I'm only following the controversy on several different forums and forming some opinions along the way. Amy B. was kind enough to contact me via private messages and give me some insight (thanks Amy).

My passion is with the cars, and the MEN (plural) who made it happen. At the end of the day it remains a very sad chapter all around.

 

Reading the tea leaves from other sources... investigations and multiple court cases may increase the smelly stuff to high levels and 68fastback will be disappointed but fascintaed by complex legal issues.

 

...funny, funny!

 

There would be an appeal, and possibility the SAAC membership to file a Class Action suit against Shelby.
What makes the registry data collecting illegal?
As far as I know, there are no court filings against SAAC yet. And if one is filed you know a judge will order a mediation. Alot of he said, they said. Lawyers tend to drag things out. Anyway you look at it, things will continue on for at least a couple more years. I just hope things get worked out while Shelby as he puts it "still 6 feet above ground"