Dragonlance Dragonlance's Margaret Weis & Tracy Hickman Are Suing WotC for Breach of Contract

For fans of the Dragonlance D&D setting, there's some mixed news which has just hit a court in Washington State: it seems that there's a new Dragonlance trilogy of books which was (until recently) being written; but we may never see them. On 16th October 2020, a lawsuit was filed in the US District Court by Dragonlance authors Weis and Hickman asserting an unlawful breach of contract by WotC...

Status
Not open for further replies.
For fans of the Dragonlance D&D setting, there's some mixed news which has just hit a court in Washington State: it seems that there's a new Dragonlance trilogy of books which was (until recently) being written; but we may never see them. On 16th October 2020, a lawsuit was filed in the US District Court by Dragonlance authors Weis and Hickman asserting an unlawful breach of contract by WotC regarding the licensing of a new series of Dragonlance novels. Indeed, it appears that the first of three novels, Dragons of Deceit, has already been written, as has Book 2, Dragons of Fate.

dl.jpg



The Lawsuit
From the documents it appears that in March 2019 a new Dragonlance trilogy was licensed by WotC; Weis and Hickman wrote a book called Dragons of Deceit, and the draft of a second called Dragons of Fate, and then WotC terminated the contract in August 2020.

The suit asserts that the termination was unlawful, and "violated multiple aspects of the License Agreement". It goes on to assert that the reasons for the termination were due to WotC being "embroiled in a series of embarrassing public disputes whereby its non-Dragonlance publications were excoriated for racism and sexism. Moreover, the company itself was vilified by well-publicized allegations of misogyny and racist hiring and employment practices by and with respect to artists and employees unrelated to Dragonlance."

Screen Shot 2020-10-19 at 4.51.11 PM.png


NATURE OF THE ACTION

1. Margaret Weis (“Weis”) and Tracy Hickman (“Hickman”) (collectively with Margaret Weis, LLC, “Plaintiff-Creators”) are among the most widely-read and successful living authors and world-creators in the fantasy fiction arena. Over thirty-five years ago, Plaintiff- Creators conceived of and created the Dragonlance universe—a campaign setting for the “Dungeons & Dragons” roleplaying game, the rights to which are owned by Defendant. (In Dungeons & Dragons, gamers assume roles within a storyline and embark on a series of adventures—a “campaign”—in the context of a particular campaign setting.)

2. Plaintiff-Creators’ conception and development of the Dragonlance universe has given rise to, among other things, gaming modules, video games, merchandise, comic books, films, and a series of books set in the Dungeons & Dragons fantasy world. While other authors have been invited to participate in creating over 190 separate fictional works within the Dragonlance universe, often with Plaintiff-Creators as editors, Weis’s and Hickman’s own works remain by far the most familiar and salable. Their work has inspired generations of gamers, readers and enthusiasts, beginning in 1984 when they published their groundbreaking novel Dragons of Autumn Twilight, which launched the Dragonlance Chronicles trilogy. Their books have sold more than thirty million copies, and their Dragonlance World of Krynn is arguably the most successful and popular world in shared fiction, rivaled in the fantasy realm only by the renowned works created by J.R.R. Tolkien (which do not involve a shared fictional world). Within the Dragonlance universe, Plaintiff-Creators have authored or edited 31 separate books, short story anthologies, game materials, and art and reference books in a related series of works all dedicated to furthering the Dungeons & Dragons/Dragonlance brand.

3. In or around 2017, Plaintiff-Creators learned that Defendant was receptive to licensing its properties with established authors to revitalize the Dungeons & Dragons brand. After a ten-year hiatus, Plaintiff-Creators approached Defendant and began negotiating for a license to author a new Dragonlance trilogy. Plaintiff-Creators viewed the new trilogy as the capstone to their life’s work and as an offering to their multitude of fans who had clamored for a continuation of the series. Given that the Dragonlance series intellectual property is owned by Defendant, there could be no publication without a license. In March, 2019, the negotiations between the parties hereto culminated in new written licensing agreement whereby Weis and Hickman were to personally author and publish a new Dragonlance trilogy in conjunction with Penguin Random House, a highly prestigious book publisher (the “License Agreement”).

4. By the time the License Agreement was signed, Defendant had a full overview of the story and story arc, with considerable detail, of the planned trilogy. Defendant knew exactly the nature of the work it was going to receive and had pre-approved Penguin Random House as the publisher. Indeed, Defendant was at all times aware of the contract between Penguin Random House and Plaintiff-Creators (the “Publishing Agreement”) and its terms. In fact, the License Agreement expressly refers to the Publishing Agreement.

5. By June 2019, Defendant received and approved a full outline of the first contracted book in the trilogy (“Book 1”) and by November 2019 the publisher accepted a manuscript for Book 1. Plaintiff-Creators in turn sent the Book 1 manuscript to Defendant, who approved it in January 2020. In the meantime, Defendant was already approving foreign translation rights and encouraging Plaintiff-Creators to work on the subsequent novels.

6. During the development and writing process, Plaintiff-Creators met all contractual milestones and received all requisite approvals from Defendant. Defendant at all times knew that Hickman and Weis had devoted their full attention and time commitment to completing Book 1 and the trilogy as a whole in conformity with their contractual obligations. During the writing process, Defendant proposed certain changes in keeping with the modern-day zeitgeist of a more inclusive and diverse story-world. At each step, Plaintiff-Creators timely accommodated such requests, and all others, within the framework of their novels. This collaborative process tracks with Section 2(a)(iii) of the License Agreement, which requires Defendant to approve Plaintiff- Creators’ drafts or, alternatively, provide written direction as to the changes that will result in Defendant’s approval of a draft.

7. On or about August 13, 2020, Defendant participated in a telephone conference with Plaintiff-Creators’ agents, which was attended by Defendant’s highest-level executives and attorneys as well as PRH executives and counsel. At that meeting, Defendant declared that it would not approve any further Drafts of Book 1 or any subsequent works in the trilogy, effectively repudiating and terminating the License Agreement. No reason was provided for the termination. (In any event, no material breaches or defaults were indicated or existed upon which to predicate a termination.) The termination was wholly arbitrary and without contractual basis. The termination was unlawful and in violation of multiple aspects of the License Agreement (arguably almost every part of it, in fact). The termination also had the knowing and premeditated effect of precluding publication and destroying the value of Plaintiff-Creators’ work—not to mention their publishing deal with Penguin Random House.

8. Defendant’s acts and failures to act breached the License Agreement and were made in stunning and brazen bad faith. Defendant acted with full knowledge that its unilateral decision would not only interfere with, but also would lay waste to, the years of work that Plaintiff-Creators had, to that point, put into the project. Given that the obligation to obtain a publisher was part and parcel of the License Agreement, Defendant was fully cognizant that its backdoor termination of the License Agreement would nullify the millions of dollars in remuneration to which Plaintiff-Creators were entitled from their publishing contract.

9. As Plaintiff-Creators subsequently learned, Defendant’s arbitrary decision to terminate the License Agreement—and thereby the book publishing contract—was based on events that had nothing to do with either the Work or Plaintiff-Creators. In fact, at nearly the exact point in time of the termination, Defendant was embroiled in a series of embarrassing public disputes whereby its non-Dragonlance publications were excoriated for racism and sexism. Moreover, the company itself was vilified by well-publicized allegations of misogyny and racist hiring and employment practices by and with respect to artists and employees unrelated to Dragonlance. Plaintiff-Creators are informed and believe, and based thereon allege, that a decision was made jointly by Defendant and its parent company, Hasbro, Inc., to deflect any possible criticism or further public outcry regarding Defendant’s other properties by effectively killing the Dragonlance deal with Plaintiff-Creators. The upshot of that was to inflict knowing, malicious and oppressive harm to Plaintiff-Creators and to interfere with their third- party contractual obligations, all to Plaintiff-Creator’s severe detriment and distress.


Delving into the attached document, all seemed to be going to plan until June 2020, at which the team overseeing the novels was replaced by WotC. The document cites public controversies involving one of the new team, issues with Magic: The Gathering, Orion Black's public complaints about the company's hiring practices, and more. Eventually, in August 2020, the suit alleges that during a telephone call, WotC terminated the agreement with the statement "We are not moving toward breach, but we will not approve any further drafts.”

Ending the Agreement
The suit notes that "None of the termination provisions were triggered, nor was there a claim of material breach much less written notice thereof, nor was a 30-day cure period initiated." The situation appears to be that while the agreement could not in itself be unilaterally 'terminated' in this way, WotC was able to simply not approve any further drafts (including the existing draft). The text of that allegation reads:

Not only was Defendant’s statement that “we will not approve any future drafts” a clumsy effort to circumvent the termination provisions (because, of course, there was no ground for termination), it undermined the fundamental structure of the contractual relationship whereby the Defendant-Licensor would provide Plaintiff-Creators the opportunity and roadmap to “fix”/rewrite/cure any valid concerns related to the protection of the Dungeons & Dragons brand with respect to approvals. In any event, Defendant had already approved the essential storylines, plots, characters, creatures, and lore for the new Dragonlance trilogy when it approved Plaintiff-Creators’ previous drafts and story arc, which were complete unto themselves, were delivered prior to execution of the License Agreement, and are acknowledged in the text of the License Agreement. In other words, Defendant’s breach had nothing to do with Plaintiff-Creators’ work; it was driven by Defendant’s response to its own, unrelated corporate public relations problems—possibly encouraged or enacted by its corporate parent, Hasbro, Inc.

Basically, while the contract itself could not be terminated, refusing to approve work amounts to an 'effective' termination. Weis and Hickman note that the license itself does not allow for arbitrary termination. The following section of the document is relevant:

Nothing in the above provision allows Defendant to terminate the License Agreement based on Defendant’s failure to provide approval. To the contrary, should Defendant find any aspect of the Draft to be unacceptable, Defendant has an affirmative duty under contract to provide “reasonable detail” of any changes Plaintiff-Creators must make, which changes will result in Defendant’s approval of the manuscript. Accordingly, for Defendant to make the blanket statement that it will never approve any Drafts going forward is, by itself, a breach of the license agreement.

So, the agreement apparently requires WotC to allow W&H to fix any approval-based concerns. Notwithstanding that WotC might be unsatisfied with W&H's previous rewrites, the decision in advance to simply not approve drafts without giving them this chance to rewrite appears to be the crux of the issue, and this is what the writers are alleging is the breach of contract.

Weis & Hickman are demanding a jury trial and are suing for breach of contract, damages, and a court order to require WotC to fulfill its end of the agreement. They cite years of work, and millions of dollars.

Licensing Agreements

Defendant acted with full knowledge that its unilateral decision would not only interfere with, but also would lay waste to, the years of work that Plaintiff-Creators had, to that point, put into the project. Given that the obligation to obtain a publisher was part and parcel of the License Agreement, Defendant was fully cognizant that its backdoor termination of the License Agreement would nullify the millions of dollars in remuneration to which Plaintiff-Creators were entitled from their publishing contract.

So how does all this work? Obviously we don't have access to the original contract, so we don't know the exact terms of the licensing agreement; similarly, we are hearing one side of the story here.

The arrangement appears to have been a licensing arrangement -- that is, Weis & Hickman will have licensed the Dragonlance IP from WotC, and have arranged with Penguin Random House to publish the trilogy. It's not work-for-hire, or work commissioned by and paid for by WotC; on the contrary, in most licensing deals, the licensee pays the licensor. Indeed in this case, the document indicates that Penguin Random House paid Weis & Hickman an advance in April 2019, and W&H subsequently paid WotC (presumably a percentage of this).

Licensing agreements vary, but they often share similar features. These usually involve the licensee paying the IP owner a licensing fee or an advance on royalties at the start of the license, and sometimes annually or at certain milestones. Thereafter, the licensee also often pays the IP holder royalties on the actual book profits. We don't know the exact details of this licensing agreement, but it seems to share some of those features.

On March 29, 2019, Plaintiff-Creators and PRH entered into the Publishing Agreement. PRH remitted the signing payment due under the Publishing Agreement to Plaintiff- Creators in April 2019. Per the terms of the License Agreement, Plaintiff-Creators in turn remitted a portion of the signing payment to Defendant—an amount Defendant continues to retain despite having effectively terminated the License Agreement.


Tortious Interference

On information and belief, Defendant also engaged in back-channel activities to disrupt the Publishing Agreement by convincing PRH that Defendant would prevent Plaintiff- Creators from performing under the Publishing Agreement

There's another wrinkle, a little later. The document says that a second payment was due on November 2019 -- similarly it would be paid to W&H by Penguin Random House, who would then pay WotC. It appears that PRH did not make that second payment to W&H. W&H later say they discovered that WotC was talking directly to Penguin Random House about editorial topics, which is what the term 'tortious interference with contract' is referring to.

By June 2019, Defendant/Hasbro expressly approved a detailed outline of Book 1. In November 2019, PRH indicated that the complete manuscript of Book 1 was accepted and it would push through the second payment due on the Publishing Agreement. At that time, Plaintiff-Creators submitted the complete manuscript of Book 1 to Defendant/Hasbro who expressly approved the Book 1 manuscript in January 2020. Inexplicably, and despite Plaintiff- Creators’ repeated request, PRH never actually delivered the second payment due on approval of the Book 1 manuscript.


What Happened?
Throughout the process, WotC asked for 'sensitivity rewrites'. These appear to include four points, including the use of a love potion, and other "concerns of sexism, inclusivity and potential negative connotations of certain character names." W&H content that they provided the requested rewrites.

One section which might provide some insight into the process is this:

During the writing process, Defendant proposed certain changes in keeping with the modern-day zeitgeist of a more inclusive and diverse story-world. At each step, Plaintiff-Creators timely accommodated such requests, and all others, within the framework of their novels.

It's hard to interpret that without the context of the full conversations that took place, but it sounds like WotC, in response to the previously-mentioned publicity storm it has been enduring regarding inclusivity, wanted to ensure that this new trilogy of books would not exacerbate the problems. We know they asked for some rewrites, and W&H say they complied, but the phrase "within the framework of their novels" sounds like a conditional description. It could be that WotC was not satisfied with the rewrites, and that W&H were either unable or unwilling to alter the story or other details to the extent that they were asked to. There's a lot to unpack in that little "within the framework of their novels" phrase, and we can only speculate.

It sounds like this then resulted in WotC essentially backing out of the whole deal by simply declaring that they would refuse to approve any further drafts, in the absence of an actual contractual clause that would accommodate this situation.

What we do know is that there are two completed drafts of new Dragonlance novels out there. Whether we'll ever get to read them is another question! Dragons of Deceit is complete, Dragons of Fate has a draft, and the third book has been outlined.
 

log in or register to remove this ad


log in or register to remove this ad

Tales and Chronicles

Jewel of the North, formerly know as vincegetorix
I think Kender can easily be modified a little to fit their lore while removing the annoyings bits. Just add a quirk to their lore that says that while they dont understand the concept or property like the others do, they also have a weird concept of value and interests, much like the quirks of tabaxi or kenku.
So they would still collect items by ''borrowing'' them, but they would rather still specific kind of items fitting their weird interest instead of stealing things of values: the left gloves of any pair they see, grimy copper coins, snakes molting etc

As origin features, gave them the basic halfling stuff, and add:
  • Training in Sleight of Hands
  • Quaterstaves deal 1d8/1d10 damage
  • Non-magical ''minor conjuration'':
Deep Pockets: Once per short rest, you can use your action to fetch up an inanimate object from your seemingly bottomless pockets. This object can be no larger than 3 feet on a side and weigh no more than 10 pounds, and its form must be that of a nonmagical object with a maximum value of 15 gp that you have seen. The object disappears after 1 hour, disappearing in the meanders of your pockets.
 

Bedrockgames

I post in the voice of Christopher Walken
I don’t think “dislike Kender as they were originally intended” is a fair portrayal of my position on them, nor is the potential for comedic disruption in the party the core issue I take with them. I actually quite like the idea of a people to whom the concept of personal property is alien, I just don’t think it makes any sense to be a genetic trait. I think that making the slight tweak of it being a cultural difference instead of an inherent part of their biology makes it make more sense, makes it more compelling, and preserves the same potential for comedic antics including disruption of the party, without handing problem players permission to disrupt the party in unwelcome ways and justify it as “how my character is supposed to act.”

Fair enough, I am not trying to put words in your mouth. My point is we simply have some fundamental disagreements around what we find entertaining in an RPG, and in Dragonlance specifically, that I doubt we are going to alter through persuasion.
 

Bedrockgames

I post in the voice of Christopher Walken
To whom? Entire D&D groups find it not fun and, as a result, have outright banned kender. This is a common enough occurance that it gets brought up every time kender are discussed. A lot of people hate kender and don't want to deal with them as a result of this mindless kleptomania.

To me and the groups that enjoy Kender. When I think of Dragonlance, I think of a world that is known for races like Kender and Tinker Gnomes. And I think it makes sense, given their penchant for theft, that many parties wouldn't take on Kender. I still find Kender fun and interesting and I enjoyed that part of playing Dragonlance when I did (even when I was on the receiving end of it). I think this gets at something pretty fundamental to tastes in RPGs: not everyone feels the same about things. And what is going to fix the game for one crowd is going to bust it for another.
 

Bedrockgames

I post in the voice of Christopher Walken
Maybe for the people who liked it but Saga didn't do well and idk what % of fans paid attention to the 3E version.

Everytime they blew up the world they lost fans I suppose and from 87 onwards attention shifted to FR.

You've probably got an entire generation not that familiar with Dragonlance and the older ones are split on what Dragonlance they like.

If I had to guess the Tales of the Lance Era and just after would be the most popular.

I only know it from 1st and 2nd edition (and the only books I had were the first edition ones I believe). So there may be differences in 3rd, that I am unaware of and wouldn't like. I never really got into the 3E setting material from WOTC (even though I did play 3E a lot)
 

I think Kender can easily be modified a little to fit their lore while removing the annoyings bits. Just add a quirk to their lore that says that while they dont understand the concept or property like the others do, they also have a weird concept of value and interests, much like the quirks of tabaxi or kenku.
So they would still collect items by ''borrowing'' them, but they would rather still specific kind of items fitting their weird interest instead of stealing things of values: the left gloves of any pair they see, grimy copper coins, snakes molting etc

As origin features, gave them the basic halfling stuff, and add:
  • Training in Sleight of Hands
  • Quaterstaves deal 1d8/1d10 damage
  • Non-magical ''minor conjuration'':
Deep Pockets: Once per short rest, you can use your action to fetch up an inanimate object from your seemingly bottomless pockets. This object can be no larger than 3 feet on a side and weigh no more than 10 pounds, and its form must be that of a nonmagical object with a maximum value of 15 gp that you have seen. The object disappears after 1 hour, disappearing in the meanders of your pockets.

I have to admit I've always kind of wondered (and this is speaking generally, not specifically about your interpretation) - if kender in their own communities have no concept of private property - how is it that they all seem to learn sleight of hand, pickpocketing, etc? I mean, they grow up just borrowing whatever stuff from their kender neighbours they like, whenever they like, and getting borrowed from in return. But sleight of hand is about preventing people from noticing what you're doing. Why would they ever need or even understand the desirability of hiding their 'collecting'? There's no such thing as private property after all, if it's interesting, you just borrow it for a while, everyone understands that, right? No need to conceal it.

But as soon as they go out adventuring they're all of a sudden subtle lightfingered masters of taking stuff without people noticing. Without even understanding that people might be offended if you borrow 'their' possessions.

Probably not one of those setting elements that stands up to too much scrutiny, I guess...
 


We can say spiritual roots may be a great influence in the most of authors, not only in fantasy or other titles of speculative fiction.

In all TTRPGs, not only kenders from Dragonlance, there is a fine line between fun comedy and annoying. Steve Urkel, from "Family Matters" is very popular, but as PC in the board game could be really annoying. In my own game I could play a kender with an accent from Sevilla or a female goblin with accent from Barcelona. Maybe my roleplaying with the right voice tones are very fun, but other player trying the same one may fail.

I wonder about, and I guess I can say it here, maybe there is creative differences between old and new. W&H want to keep the original spirit, and a great part of the community agree, but WotC to add certain changes to hook the new generations, and maybe here we have troubles. W&H were people from other generation, with a different point of view about right or wrong. WotC worries to have enough inclusivity.

I have suggested something like a multiverse infinity crisis event, causing different alternate timelines, not only in Krynn but other D&D worlds. One of the alternate Krynns would be W&H version, and the other is caused by a planewalkers from Krynn. And then we would find a great surprise, the Cataclysm was caused by a temporal paradox when that infamous Istar kingpriest discovered his own way to travel-time to create the uchrony from the short tale "There is Another Shore, You Know, Upon the Other Side".

Other idea is about a (female) Solamnia knight who dies for a battle, and wakes up in the past when she was still a child (or worse, now reincarnated into a half-ogre little girl), and discover the horrible truth. They are in the afterlife, and this a timeloop (like in the groundog day or other titles), not only a day but a cycle of five centuries until everything is destroyed in a apocalypse war between the deities Beldinas Pilofiro the Kingpriest who caused the Cataclysm and Raistlin. And there are a demiplane within the Shadowfall as a copy of Sithicus, where lord Soth is looking for his family, and Skies is looking for the gem with the soul of Kitiara.
 

billd91

Not your screen monkey (he/him) 🇺🇦🇵🇸🏳️‍⚧️
I have to admit I've always kind of wondered (and this is speaking generally, not specifically about your interpretation) - if kender in their own communities have no concept of private property - how is it that they all seem to learn sleight of hand, pickpocketing, etc? I mean, they grow up just borrowing whatever stuff from their kender neighbours they like, whenever they like, and getting borrowed from in return. But sleight of hand is about preventing people from noticing what you're doing. Why would they ever need or even understand the desirability of hiding their 'collecting'? There's no such thing as private property after all, if it's interesting, you just borrow it for a while, everyone understands that, right? No need to conceal it.

But as soon as they go out adventuring they're all of a sudden subtle lightfingered masters of taking stuff without people noticing. Without even understanding that people might be offended if you borrow 'their' possessions.

Probably not one of those setting elements that stands up to too much scrutiny, I guess...
Depends on what you mean by slight of hand and how it's done. Is it being deceptive and sneaky? Or is it just being casual and inobvious in their behavior? The ability to be good at something doesn't mean the same in all situations.
 

I think you misunderstand me. I really don't care that it drew on Mormonism - I'm just surprised that people don't notice. It's Mormonism is baked into the same extent that Catholicism is baked into Tolkien's work and High Church Anglicanism is in Narnia.

There are what, 16 millions mormons according to Wikipedia, compared to 1.2 billions catholics (and even then, not all people will see the catholicism in Tolkien's work). Most people will hardly have heard of them, and when they have, they will be thinking of "people who keep genealogical archives" or maybe "and are headquartered in Salt Lake City" (if they succeed a DC 14 Relgion check) and not "people whose faith include a golden disc". When they are not thinking... "mormons... as in the Witness movie?" (that's when they fail by 4 or more).
 

Status
Not open for further replies.
Remove ads

Remove ads

Top