1.1/Terms Signature Leak, it was a draft?

ValamirCleaver

Ein Jäger aus Kurpfalz
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.?
 

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dave2008

Legend
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

I crit!
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

Legend
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.
 
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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

Legend
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

Legend
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.
 
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ECMO3

Hero
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.
 

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