Reply to thread

Message

<blockquote data-quote="Snarf Zagyg" data-source="post: 8913845" data-attributes="member: 7023840">And [USER=6804070]@LordEntrails[/USER]On the issue of severability provisions ...So the issue with contracts is this- what happens when someone goes to court and the contract is declared invalid because of, inter alia, a drafting error or a failure of one of the terms/provisions/clauses etc. Well, it gets complicated. Depending on the jurisdiction and the issue and the prior caselaw, the contract might be declared invalid completely (that's the usual outcome), it part (an offending portion is excised leaving the remainder), or in part again (a court might &quot;redline&quot; the contract to excise the offending portions, in effect reforming the contract).These provisions are usually drafted because the parties want the contract to continue even if there is an issue with the contract - in other words, that the contract continue to be enforceable. But not always- sometimes they are drafted to ensure that the contract will fail if any provision (or certain key provisions) are not enforceable.Here, we can see the distinction between the open license of OGL 1.0(a) (using a reformation provision as its severability provision) and 1.2. Since 1.2 is not open, it imagines that there are two scenarios- first, that someone successfully challenges 1.2 on an issue and it is deemed to be minor; one that WoTC doesn't mind keeping the license around for. OTOH, imagine if someone challenges the 6(f) provision (however it might end up) - if that is a major brand issue for WoTC, they may just wish to allow the whole license to fall.[USER=7035894]@Clint_L[/USER] Collusive lawsuits ... not good. Again, this is why these conversations can seem bizarre to attorneys. &quot;What if WoTC hired somebody to file a lawsuit so that they could declare the OGL illegal and then declare martial law???11!!!&quot; It's not how things happen. On the other hand, the existence of that type of severance provision is, again, the tell that this is not an &quot;open&quot; license.</blockquote>

[QUOTE="Snarf Zagyg, post: 8913845, member: 7023840"] And [USER=6804070]@LordEntrails[/USER] On the issue of severability provisions ... So the issue with contracts is this- what happens when someone goes to court and the contract is declared invalid because of, inter alia, a drafting error or a failure of one of the terms/provisions/clauses etc. Well, it gets complicated. Depending on the jurisdiction and the issue and the prior caselaw, the contract might be declared invalid completely (that's the usual outcome), it part (an offending portion is excised leaving the remainder), or in part again (a court might "redline" the contract to excise the offending portions, in effect reforming the contract). These provisions are [I]usually[/I] drafted because the parties want the contract to continue even if there is an issue with the contract - in other words, that the contract continue to be enforceable. But not always- sometimes they are drafted to ensure that the contract will [I]fail [/I]if any provision (or certain key provisions) are not enforceable. Here, we can see the distinction between the open license of OGL 1.0(a) (using a reformation provision as its severability provision) and 1.2. Since 1.2 is not open, it imagines that there are two scenarios- first, that someone successfully challenges 1.2 on an issue and it is deemed to be minor; one that WoTC doesn't mind keeping the license around for. OTOH, imagine if someone challenges the 6(f) provision (however it might end up) - if that is a major brand issue for WoTC, they may just wish to allow the whole license to fall. [USER=7035894]@Clint_L[/USER] Collusive lawsuits ... not good. Again, this is why these conversations can seem bizarre to attorneys. "What if WoTC hired somebody to file a lawsuit so that they could declare the OGL illegal and then declare martial law???11!!!" It's not how things happen. On the other hand, the existence of that type of severance provision is, again, the tell that this is not an "open" license. [/QUOTE]

Verification