Shelby and SAAC at Odds

Thanks, computerworks! Let's see if this one works properly.

I appologize for any inconvenience I've caused the experienced members.

Steve​

 

Your hypothetical, in this case here, has no bearing on the SAAC use of the name, does it?

When did they ever "...use your Name in other ways"?

 

You're doing the writing, not us.

Tragic, as well.

Whenever anyone uses "ad hoc" in a sentence, the chances of any agreement go away.

Plus...you continue to be looking at this thru the wrong end of the telescope.

It is far broader than papers and handshakes and ad hocs.

...but that's OK.

 

No, that's my point. It is no broader than the agreement/contract... all other gestures by Shelby are at his pleasure. He owes SAAC nothing, imo. But SAAC owes Shelby diligent annual execution of the terms of the contract. Period.

--

To ignore the terms of a license agreement is tantamount to theft. In some cultures they cut thieves hands off. Good thing we live in the USA.

 

OK...stay with me on this.

Let's say (hypothetical) that SAAC let's the agreement run out and makes no effort to seek any reconciliation. They are then no longer under any agreement and they are denied the use of the name, its derivatives and any logo/art.

Is it (the conflict) then over?

...and life goes on, in their separate ways?

 

Assuming the CSL - SAAC contract was written by a business person or lawyer, I seriously doubt that they would have omitted a clause that confirms the written agreement supercedes any oral promises. That is the whole point of a written contract, so there can be no "he said, she said."

If there was allegedly a later promise to rescind or terminate the terms of the licensing agreement, I would think SAAC is somewhat irresponsible for not getting that in writing (after all, they keep pointing out how they always knew Shelby was a shady dealer).

Ron makes a good point that after the licensing deal expires, that might be the time frame for a continuation of the dispute (if SAAC continued to use Shelby's licensed products / likenesses without his consent). That is separate from CS's claims about non-compliance with the then-expired agreement. Maybe they both just go their separate ways with SAAC having a new name and no formal connection to Shelby.

 

But he used to be a friendly shady dealer.

 

So Shelby assures SAAC that he won't enforce the agreement. It's just to make his lawyers happy. They sign base on his word. Now he wants the agreement enforced. And from that you conclude that Shelby owes SAAC nothing and SAAC owes Shelby diligent annual execution of the terms of the contract. I thought a person's word counted for more than that.

If ignoring the terms of a license agreement is tantamount to theft, then what is going back on your word considerd akin to?

Steve​

 

First. Shelby's verbal assurance that nothing would change in the way he and SAAC dealt with each other came before the signing of the licensing agreement. The very reason he ever made that promise was to get them to sign that agreement. And it was a major factor in SAAC deciding to sign the agreement to start with. That may not be legally significant, but it makes a difference to me in my perception of who owes who what.

Second. Yes, I think SAAC exhibited poor judgement in not getting Shelby's promise in writing. It was naive not to do so. But hey, I'd probably have done the same thing if Carroll Shelby had given me his personal word.

Third. I like your idea of Shelby and SAAC going their separate ways after this current mess is resolved. I don't know about a new name for SAAC, but if that's what it takes then so be it. After all, a rose by any other name...

Steve​

 

I doubt very much Shelby would assure SAAC he won't enforce the agreement. I suspect his assurances were that, as someone said earlier, he would continue his relationship with SAAC as in the past. That doesn't give SAAC permission to ignore a contract he's asking them to sign. It means that if you, SAAC, honor this contract, I continue to offer these bluebird terms to you ($1/year, annual financial statement...). But SAAC has apprently ignored the contract for extended periods, if the ever complied with it at all!

I don't see that he went back on his word. It would seem SAAC did by not honoring a very simple contract agreement that would have assured them that Shebly's word would still be binding and continue -- that 'word' is embodied IN THE CONTRACT. If they complied, then his word would be put to the test, because forever is a long time (if he said that). But they haven't, so it's not.

--

Violating the terms of a IP license agreement is tantamount to theft because using someone's assets without permission IS theft and when you no longer comply with the instrument that secures those rights you are stealing the other party's assets. The courts will have to determine if/when that occurred, but there's no doubt that it is theft. It's what property rights are all about. It's the basis of why a society recognizes copyrights, patents and trademarks.

---

The agreement, as I understand it from what I read when it was posted, clearly provided for either party to terminate it at any time. This was not a one-sided deal. If it was SAAC's intent to do their own thing (as someone else pointed out) and not use Shelby's IP, they could have terminated the contractual license agreement at any time. It was not just Shelby that had the right to terminate it.

The contract was exceedingly fair (rediculously so, imo), clearly because Shelby wanted SAAC to have very little burden (financial or otherwise). How hard is it, once a year, to send Shelby-licencing a copy of your financial statement, a check for $1 and express intent to carry on? Do you know how many Shelby-licensees would give their right arm for a deal like that? No doubt in my mind that deal would still be in effect if it was honored by SAAC. No doubt in my mind Shelby would still be honoring his sweetheart offer to SAAC if they hadn't given him no other choice. You can only pi$$ someone off for so long before they've just had enough.

Is that not really straight-forward? I find it hard to believe a very simple contract is beyond the grap of such smart folks.

 

Would you defend intelectual property rights of a small group that has written a 1300 page highly researched book over several decades and big business strong arm tactics are initaited to take it away?

How do you know what the end game is?

The contract/unlicense deal is small potatoes. Its like Mr. Shelby taking the tags off a car before its parted out. Next he's looking around for an engine hoist to pull that Registry out so Team Shelby can have it. After all its balanced and blueprinted and has been perfected for several decades. Its on computer so that makes it even easier to integrate. No license renewal is just an exercise that happens first.

 

You can't seriously believe SAAC not paying a dollar a year is the current basis for this crisis? Now THATS laughable!

HELLO??? This aint even about compliance with annual reports per licensing etc. etc. Talk about chasing 'snake oil' and getting 'side tracked'. Wheres that Red Herring we were playing with a few pages ago? Time to bring it out and sling it around some more.

 

I'd like to know how many of us would sign a contract for something, anything, on the assurance by the other party that a key provision will not be enforced or will be added later ("you have my word on it"). How many dealers promise free floormats, a dozen free carwashes, a full tank of gas, etc. and it isn't in writing and it is a bitch to get the dealership to honor the promise? This is no different. I don't care if it is Shelby or Mother Teresa on the other side, there is a reason you spend the time and money putting things in writing. Memories fade, agendas change.

Anyone who signed a deal on the verbal promise outside the four corners of the written contract has very little leverage, in my opinion. Again, that doesn't mean SAAC members shouldn't be disappointed or offended or upset, but this argument that "we were promised this, that, and the other on the side" won't amount to much if there are two competing recollections and ONE clearly agreed-to contract. Same would apply to CS if he suggests the SAAC people promised him things that were contrary to what is written and signed.

 

Whatever it takes to get The Registry and its database.

 

Sorry if this has been asked before . . .

Why did Rick Kopec originally deny that there was a written and signed agreement? I am referring to some e-mail that was linked to this thread between Kopec and the guy from CSL?

By the way, in that same link, the guy from CSL admits that the $1 per year royalty fee had been waived . . . I guess Shelby doesn't get his $9 after all.

This whole thing is getting to be as distracting as an episode of Lost.