Shelby and SAAC at Odds

Waiting 9 years to enforce a contract could easily be seen as (and IS by myself) as effectively making it null and void, mere lip service, not to be taken seriously. It has been reported here in this thread that Shelby personally said as much to the SAAC people when it was signed. Merely a 'token', but a darn good excuse to sue if and when the time might be right, as it is now. Brilliant, a perfect application of snake oil.

 

What if he doesn't need to? What if a court rules he already has rights to SAAC? What if a court rules the registry is a shared asset because it was developed using unlicensed Shelby assets or even orders SAAC to turn it over to Shelby and cease & desist from using any Shelby IP-marks in the future? What if Shelby asked TS if they'd do for them what they were already doing as Stangs Unleashed? What if they worked out an arrangement with Warner Robert? What if they all like that arrangement? What if that has nothing whatsoever to do with SAAC? What if they all live happily everafter?

 

David,

I pretty much agree with everything you've written in your post.

The only thing I would add is that the reason for the current controversy is that at this time Shelby is not happy with just canceling the licensing agreement and parting ways with SAAC.

He wants a number of things beyond just that. Some that I consider his right to take. Those would be any unsold items that SAAC is currently holding that have his name on them or a logo that he controls the license too. This would be things like tee-shirts & posters that SAAC sells as fundraisers. Since the license agreement is being revoked then obviously SAAC will no longer have any right to use his likeness or his logos on anything they sell. It seems logical and fair that anything like that left on the shelves at SAAC be turned over to Shelby. They may need to work out something so that SAAC doesn't loose their shirt on this exchange (pun intended). Maybe Shelby can reimburse them some percentage of what it cost them to produce those products. After all, even though he owns the logos, they paid for the shirts. I'm sure something can be worked out to smooth that over.

He also wants the return of documents that he says he loaned to the club. I don't see any problem with SAAC giving those to him either. I'm sure they've made copies and they've always contended that it's not the paper itself but the contents that they were interested in. So, unless there's a disagreement over whether these were loaned or given, that doesn't look like a problem to me either.

My understanding is that the sticking point is the Registry that SAAC has created documenting the sum total of their knowledge about the early Shelby cars. Shelby thinks he should get that too because some of the content was derived from documents he loaned SAAC, and it's all about cars that have his name on them. SAAC thinks they should be entitled to keep the Registry for several reasons. They created it. There wouldn't even be a Registry if they hadn't spent thousands hours of mostly volunteer work to create it. And many of the documents used would have languished, deterioriating in storage or been simply thrown way if SAAC hadn't cared for them. At this point, the Registry has grown so much that the portion based on paper documents acquired from Shelby is relatively small. The majority of the content has been provided by owners or through long hours of detective work by SAAC volunteers. Also, SAAC claims that a book containing information about a car or group or cars does not automatically belong to the person or company who manufactured those vehicles. Can you imagine Ford claiming the rights to any book that portends to document historical facts about any of their cars?

I don't know all the legal angles, but here's my take:

I think it's a given that Shelby won't renew the licensing agreement with SAAC in the future. And I don't know anyone who would argue with his right to do that.

I think something equitable can be worked out over the transfer of any unsold items SAAC is holding that have Shelby's name, likeness or logos on them.

I think SAAC has the stronger logical and ethical case for keeping the Registry and should be allowed to do so. But we all know that the courts don't always rule in favor of who's logically and ethically correct. So this one's up in the air.

I believe that it is the Registry issue that has so many people upset over and interested in this controversy. If it was just a matter of Shelby not renewing a licensing agreement it would have been news for a few days, but it would not have spawned the interest and emotion you see in this forum and many others.

Oops, looks like my 2 cents turned into a nickel. Sorry about the length of this post.

Steve​

 

You have asked a great question and you deserve an answer. Here's snippet of what Kopec posted in the SAAC forum back in December. Remember this is just one paragraph from the middle of a long article he posted. If you think I'm taking this out of context please go there and read the whole thing for yourself.

"Mr. Shelby did not attend SAAC-23 in Charlotte in July, so the next time I saw him in person was at the Las Vegas event in February of 1998. There he told me what a great job we did on the book. I responded that the paperwork we found in his attic was a big help in filling in some gaps and answering some questions. He said that he was happy it was put to good use and there was no need for me to return it. When he said this, in the parking lot of his facility at the Las Vegas Motor Speedway on the Sunday of the event, there were four other SAAC members standing with us who all heard him tell me I could keep everything. Mr. Shelby seems to have forgotten that."

Does that answer your question, David?

Steve​

 

And what if court rules he doesn't have rights to SAAC? And what if the court rules those assets were developed from research (did CS take inventory what was loaned? then later given) and voluntary summited information. And what if the court decides SAAC may use the "IP-marks" for descriptive purposes only?



Oh, And Steve... nice summary.

 

Steve, I actually agree with much of what you said. Thanks for an honest and sincere assessment.

I would disagree with one thing that seems minor but could be important. SAAC registry assets created during years after the contract and while not honoring it's provisions *may* not legally be SAAC assets. I won't go into that in detail (and I'm not qualified to) because it's a long discussion, but it has to do with things like Shelby's likeness/name/marks *enabling* the ability of SAAC to attract club members, raise money, etc. So such assets *may* then not be legally theirs if they were created in license violation.

The other item I disagree with is giving back the documents but keeping a copy. I don't think there are any "fair-use" considerations on that in this instance (dunno). As an artist, even if I *sell* a picture of mine to someone, they'd have no right to use it or make any copies for profit/business purposes. They actually can't even make a copy for their own non-comercial use under some circumstances (and certainly not for any commercial use). So this *could* have far-reaching implications too, depending on how/when/by-whom it was created/gathered/copied.

The reason why a company can't call itself Joe's Mustang parts (without a license from Ford for using Mustang) is because it's a TM. They can use the word mustang to describe the part (an original part) but can't describe a copy as a mustang part. They would have to describe it as a part for such-and-such year Ford Mustang (and mark both those words with (R), and put an attribution for those marks in proximity to their use (e.g. end of the page, etc). While infringement suits usually don't seek payment/damages, they can and sometimes do garner large awards. In the CS/SAAC situation, I doubt CS would seek monetary damages beyond retrieving affected items/assets as ruled or otherwise agreed. I'm sure there's a ton of precedent on this I'm not up to speed on too.

Dan

 

Here's exactly what Kopec wrote:

"John,

With regard to your letter, dated February 8, 2007 (which was emailed to us on april 17th as an attachment from Gary Patterson), we cannot recall any licensing agreement. About ten years ago a license agreement was discussed. On the occasion of one of our national conventions we spoke with Carroll about a written agreement being unnecessary in that we had operated since 1975 without any formal written agreement. We told Carroll we didn't think one was necessary and he agreed. To this date, this has remained the case and Carroll has never raised this issue. In fact, the many times we have met with him, he has stated that he appreciated the fine job that we have done in maintaining the continued interest in him and his cars over the years.

Best Regards,
Richard J. Kopec"

As with many of us, it sounds like Kopec has trouble remembering "exactly" what transpired 10 years ago. If the agreement was signed (and that appears to be the case) the fact that it seemed unnecessary and insignificant at the time and was never mentioned again in his numerous subsequent meetings with Carroll and his associates over the past 10 years would lead me to believe Kopec on this one.

Steve​

 

To hear his version of the story and the suggestion that BOTH he and Carroll Shelby both thought a written agreement was unnecessary "about ten years ago" leads me to wonder why he wouldn't remember signing something. And from what I gather, it wasn't a two page document - you would probably actually want to read it before signing. The fact that this was allegedly the FIRST and ONLY licensing agreement with SAAC is just more.

If a partner and I agreed that nothing in writing was needed, I'm pretty damn sure I'd remember signing something completely contrary later on.

You could be absolutely right about his memory or misunderstanding of what was being asked, but it just doesn't pass the initial sniff test.

 

Those two sentences tell me more about you than everything you’ve previously posted here.

I thought you presented yourself as an unbiased person simply interested in the concept of responsible parties fulfilling their obligations. I understand your desire to focus strictly on tangible documents. It makes coming to conclusions much simpler. But you appear to be a person with plenty of real world experience so you, of all the people on this forum, must know that it’s never that easy. Any reasonable discussion or conclusions about disagreements of this kind should include all the evidence available – not just that which supports one side over the other or is easily interpreted from a black and white document.

So after all your long, eloquent posts defending Shelby and chastising SAAC, your answer to evidence on the other side of the aisle is that you simply don’t believe it? That’s disappointing, but I suppose I’ll have to be satisfied with it.

For anyone reading this who may not understand what we’re talking about let me bring you up to date. The issue as question here is Shelby’s promise to SAAC that he would not enforce the license agreement, and the subsequent nine years in which Shelby lived up to that promise. That may or may not have a bearing on the outcome of this conflict. I was hoping to get 68fastback’s opinion on that because he has presented himself as being unbiased and has posted some very good legal information here before. I’m sorry he didn’t reply with something more substantial. I think it could have added good information to the topic. But that’s his prerogative. He has no obligation to respond to my questions, and no duty to make certain that his response (if any) satisfies me.

Steve​

 

Thanks for the compliment, shelbnut. I'm rather new to discussions like this and was hoping my posts would not be out of line.

Steve​

 

Thanks, Dan. You've made some great observations. I appreciate you taking the time to make those comments and add to my education. Each of your points was well explained and makes good sense.

Steve​

 

I think the original document was 12 pages long and had several signatures besides just Kopec's. So there are probably witnesses that have not been heard from yet. Most likely unwilling to post their side of the story in the court of public opinion before testifying in court if that becomes necessary.

The "sniff test" is pretty subjective and I understand your skepticism, but I tend to believe Kopec. A little research into previous things he's done and written, along with some allowance for how busy he must be and how many things must be going on at SAAC events and such when much of this is supposed to have transpired, lends credibility to his words in my book.


But I respect your opinion and appreciate you sharing it with me.

Steve​

 

WHAT?????? RK is tooooo busy to remember things important that he signed and THATS ok? But yet CS's take on things is totally wrong because he must not be able to remember how RK says it happened. CS has been going non-stop for many years being pulled in many directions and can possibly still out run that little pink bunny with the drum. I am sure that RK is a very busy man, so is CS. I just can't get past that you say it is OK for RK to have a bad memory when people on here are jumping on CS saying his memory is bad. There must be signed documents for Licensing, otherwise there would not be a renew/end date.
David.

 

I have been a licensee in the past and currently I am a licensor on 3 contracts. Believe me there is no reason to mention the contract again. I met these people regularly and they know what they signed, why would I have to say "don't forget we have a licensing agreement" every time we meet.
Both parties seemed to contradict themselves if we read and reread every statement they have made about their recollections. I think we are over analyzing everything. The fact is a contract was signed and all we can do is speculate on under what circumstances it was signed.

 

...apparently not, Ron. ;-)