1.1/Terms Signature Leak, it was a draft?

[ValamirCleaver]

OGL "2.0's" FAQ was leaked to a handful of creators yesterday. In it, they lie about 1.1 being a draft, and hide doubling down on bad choices with a couple partial concessions.

1.0a is the ONLY way forward. It doesn't matter what they give up in any of these "drafts".

 

[dave2008]

View attachment 275143

I appreciate you wanting to join the conversation, but this didn't add anything to our discussion. I am looking for primary sources about the term sheet offered to 3PP. The tweets you attached are 2nd or 3rd generation paraphrasing about a different document (the 2.0 FAQ). This doesn't provide any insight into the actual document in question and actually does exactly what I am trying to avoid (speculate as to the nature of the document in question).

Do you have an argument as to why the tweets you attached are relevant?

 

[ValamirCleaver]

I am looking for primary sources about the term sheet offered to 3PP.

A 3PP publicly commented in a way that is relevant to the subject of your thread.

Short of you convincing a 3PP to break an NDA your chances of accessing "primary sources about the term sheet offered to 3PP" are effectively nil.

 

[dave2008]

A 3PP publicly commented in a way that is relevant to the subject of your thread.

This was a leak of the FAQ, which I think came from within WotC not a 3PP? I am a little unclear about the whole 2.0 issue actually as it came and went so quickly in the timeline of public information. Regardless, this is further from the subject of the thread - the Term Sheet. I am hoping to get closer, but I don't think anything closer has been posted. If I am wrong, that is the info I want.

Short of you convincing a 3PP to break an NDA your chances of accessing "primary sources about the term sheet offered to 3PP" are effectively nil.

Yes, that is why I quoted the text from the Gizmodo article where they spoke to a lawyer who had seen the primary text. I think that is the closest we will get. Personally I feel this exercise has ultimately gotten my nowhere. Oh well.

 

[darjr]

WotC should let the 3pp out of their NDA for those meetings.

 

[ValamirCleaver]

To me this seems to be in reference to 1.1 not 2.0 :

'Lies about 1.1 being a draft. Drafts do not come with contracts attached. Further, it was never called a draft in their meetings with creators: in the same meetings where they were supposed to feel safest, according to Wizards.'

 

[dave2008]

To me this seems to be in reference to 1.1 not 2.0 :

'Lies about 1.1 being a draft. Drafts do not come with contracts attached.

This is just not true. I have had this happen and so have other people on these forums. My company regularly sends out contract drafts and there is nothing to identify the contract as draft necessarily (it depends on who sends it as all PMs can write contracts in my firm). Even a standard AIA (American Institute of Architects) contract is often sent as a draft to modified as needed by the client. We then revise the contract or add to as needed. All of these contracts come with signature lines.

I don't know if I can legally share these documents, but I have easy access to them (and have written them myself). I think I will see if I can redact one and post it.

Further, it was never called a draft in their meetings with creators: in the same meetings where they were supposed to feel safest, according to Wizards.'

Do we know that? I assume that is the case, but the only first hand report I have seen (the lawyer in the Gizmodo article) stated the Term Sheet included language that implied the document as negotiable. However, he had the "impression there wasn’t much room for change."

Even if the implied room for change is small - it is still room for change and thus a draft.

 

[ValamirCleaver]

Do we know that?

Have you contacted The Griffon's Saddlebag in an attempt to acquire firsthand knowledge of such?

 

[Enrahim2]

This is just not true. I have had this happen and so have other people on these forums. My company regularly sends out contract drafts and there is nothing to identify the contract as draft necessarily (it depends on who sends it as all PMs can write contracts in my firm). Even a standard AIA (American Institute of Architects) contract is often sent as a draft to modified as needed by the client. We then revise the contract or add to as needed. All of these contracts come with signature lines.

I think you miss the point. The question isn't about if the contract was negotiable. The issue is that it was formed so that it could have legal effect. As such the question isnt what would happen if those was sent back to request chamges, but rather what would have happened if they had actually signed?

The point here is that this was a genuine contract offer to several parties. That wizards actually extended this offer is what make people not accept it being described as a draft. Wether it was an ultimatum or not is a seperate consern, and I have not seen anyone claim that it was.

 

[dave2008]

Have you contacted The Griffon's Saddlebag in an attempt to acquire firsthand knowledge of such?

No, this post was my attempt at information gathering. I have already spent way to much time on this, I was hoping there was more primary evidence available that I was unaware of, but it doesn't appear to be the case.

However, since they commented that drafts do not have contracts I have to question them and/or there source a bit. Because as I explain here (with examples from my firm): Drafts do not come with contracts?; contracts absolutely are submitted as drafts.

That being said, if I feel the need to do more investigation I will reach out to them. But I must say, I don't have the same level of trust for them as I do Gizmodo.

 

[ValamirCleaver]

I don't have the same level of trust for them as I do Gizmodo.

Despite the fact that they are a 3PP, who may have potentially been a party to one of these meetings that involved these "drafts" with contracts attached, that recently had a very successful Kickstarter & would have been severely impacted by OGL 1.1.?

 

[dave2008]

I think you miss the point. The question isn't about if the contract was negotiable. The issue is that it was formed so that it could have legal effect. As such the question isnt what would happen if those was sent back to request chamges, but rather what would have happened if they had actually signed?

I get that, I do. I also think that sending an enforceable draft is pretty common practice as I note here: Drafts do not come with contracts attached?

Now, WotC should have made it clear that this was a working draft and the expected comment and feedback. It doesn't appear that they did that.

And I agree the question of what happen if someone had signed, is an unresolved question. Maybe someone should ask Kyle?

The point here is that this was a genuine contract offer to several parties. That wizards actually extended this offer is what make people not accept it being described as a draft. Wether it was an ultimatum or not is a seperate consern, and I have not seen anyone claim that it was.

See my above comment mostly. Additionally, I have seen sever people imply that it was an ultimatum because it need to be signed by some date. It that is the case, that is a stronger implication that WotC was trying to force this version and didn't really want comment / revision.

 

[darjr]

If someone signed and WotC accepted it doesn’t matter if it was a draft.

Did anyone sign? Did WotC accept that signature?

WotC negotiated with Kickstarter on the basis of that OGL 1.1 and an agreement was acceptable to both parties, apparently. Is that indicative of a draft?

 

[dave2008]

Despite the fact that they are a 3PP, who may have potentially been a party to one of these meetings that involved these "drafts" with contracts attached, that recently had a very successful Kickstarter & would have been severely impacted by OGL 1.1.?

Maybe I misunderstood, but if they said: "Drafts do not come with contracts attached." as shown in those tweets you attached, then yes. I don't trust them. If that wasn't them, then I will recant that stance.

When I say I don't trust them, I don't mean I don't trust them to be good, honest people. I mean I don't trust their understanding of contracts and legal matters. Not that I fully trust myself in that department either.

 

[UngeheuerLich]

I think at this point ot does not matter anymore, if it was a draft or not. The court of public opinion already ruled against WotC. Good for some 3pp, bad for WotC.
Those 3pp in no way have any interest in clarifying the situation.

 

[dave2008]

If someone signed and WotC accepted it doesn’t matter if it was a draft.

True

Did anyone sign? Did WotC accept that signature?

We don't know. But 2.0 and 1.2 were in the works so at some point before the leaks. WotC made new "drafts."

WotC negotiated with Kickstarter on the basis of that OGL 1.1 and an agreement was acceptable to both parties, apparently. Is that indicative of a draft?

Apparently is the key word. It may have been an agreement-in-principal or similar and not a signed contract. We don't know. However, that does lead credence to the idea it wasn't a draft.

I do want to clarify that I am not trying to say it was a draft like people around here seem to think of drafts. I think if that was the intent, WotC failed to make the clear to those who received it. The whole point of this tread was to try and see if we had the actual language of the Term Sheet, i.e. the "contract." So we could determine for ourselves and not he said / she said. We don't have that, so I personally can't make my mind up, except on one point: WotC messed up.

 

[Iosue]

Let me see if I can bridge the disconnect.

OGL 1.1 was indisputably a draft. It was never published, never put into effect, never executed. Linda Codega even called it a draft. I also agree with you 1000% that contract offers are sent with both drafts of the contract (in this case, the term sheets) subject to negotiation and drafts of related material (in this case OGL 1.1) subject to change. Kyle Brink's statements on this matter also match up with my personal experience, and I do not believe he was being disingenuous.

There is also the timeline: the draft said that OGL 1.1 would take effect on January 13, 2023, and Linda Codega's internal sources stated that it was planned to be announced on January 4. No announcement ever came, and Codega's article exposing the leak draft was published on January 5. From that we can assume that the draft was still being changed at the time of the leak.

What people are taking issue with was the statement in the Smug Apology that, "Our plan was always to solicit the input of our community before any update to the OGL; the drafts you’ve seen were attempting to do just that." The implication (and it's not particularly implicit) is that WotC was intending on getting wider community input before finalizing their update of the OGL. But if term sheets were sent with 1.1 attached, that indicates that the conditions of 1.1 were finalized enough internally for Wizards to attempt to make alternative deals with certain 3PP based on them.

Thus, had enough 3PPs signed new deals with WotC, it is highly unlikely that WotC would have removed the royalties conditions based on public outcry--er, "input." If Kobold Press signs an individual license deal for 10% royalties, against an ostensible 25% royalty in the new OGL, what happens if WotC then goes, "Oh, the community doesn't like the royalties, so we'll remove them from the OGL"?

It suggests some level of duplicity. Either WotC misrepresented themselves to the 3PPs they sent term sheets to, or they were misrepresenting themselves to the public in the Smug Apology.

Personally, I think that they took their shot at getting 3PP buy-in under NDA prior to public release, but by the time of the leak had faced that they were not going to get it and were already making revisions. I do not think they did anything especially unethical by attempting that strategy. The Smug Apology's tone and representations were problematic, but that has already been repeatedly repudiated by Kyle Brink, so I'm satisfied as far as that goes.

Edit:

The whole point of this tread was to try and see if we had the actual language of the Term Sheet, i.e. the "contract."

Based on my reading of Codega's article covering the term sheets, as well as Kyle Brink's later statements, I do not believe there was "a contract." Each 3PP would have likely been sent a different version roughly similar but customized for each partner. The content of the term sheets certainly fall under the NDA, and so it's unlikely we'll ever get a primary source. Nor could Codega directly quote from the term sheet without risking exposing the party that leaked it.

 

[Mercurius]

 

[bedir than]

I wasn't going to travel to America for it.

Ok, but we want you to come to Renton, it's the City of Dragons

 

[ECMO3]

People such as DnD Shorts claimed that OGL 1.1 had a signature required. But never showed that to be true. It's another, at best, unverifiable claim, and at worst another outright lie.

I am not going to bash DnD shorts because I think his intentions were pure, however several of his claims were untrue and that puts other claims he made into question.

Most, if not all his reporting was based on WOTC employees. I think those employees were either lying, stretching the truth or misinformed.