TSR Did TSR Sue Regularly?

Shannon Appelcline (Designers & Dragons) talks about it here! With infographics!

"Every company interacts with the rest of the industry in a different way. For Chaosium it's been more than 40 years of licensing, while Target Games created and defined roleplaying in its home country of Sweden. Dave Nalle's Ragnarok Enterprises instead influenced designers and publishers through interactions in A&Eand Abyss. As for TSR, the founder of our industry: as wags have put it: they sue regularly."


They also sued WotC once!
 
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Eltab

Lord of the Hidden Layer
No memories of Princess Ardala?
The spoiled rich girl who thinks she is Buck's girlfriend, and has an XL not-Imperial-Cruiser that falls apart for no apparent reason when you shoot a hole through her personal quarters? Yah, I remember her !
 

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Jimmy Dick

Adventurer
It was always my belief that TSR simply had too many product lines going which diluted the sales for each. Each product line consumed financial resources for development which meant low sales for some product lines resulted in a net loss. That meant stronger performing lines' profits were being used to sustain development of unprofitable lines. An example would be having two different versions of D&D with the main line having multiple campaigns to develop and sustain. I don't know the sales figures for each campaign, but I would assume some were far more profitable than others.
 


It was always my belief that TSR simply had too many product lines going which diluted the sales for each. Each product line consumed financial resources for development which meant low sales for some product lines resulted in a net loss. That meant stronger performing lines' profits were being used to sustain development of unprofitable lines. An example would be having two different versions of D&D with the main line having multiple campaigns to develop and sustain. I don't know the sales figures for each campaign, but I would assume some were far more profitable than others.

TSR got paid up front by Random House for books shipped, not sold, with no real limit. They must have inked that deal back when TSR was selling books as fast as they could print them. So as long as they kept cranking out books, Williams could keep paying herself a salary & bonuses...until finally, RH sued them. But hey, when the creditor comes calling, you don't have to give your salary back!
 

Blue Orange

Gone to Texas
I played the Buck Rogers CRPGs recently. They were modified from the far-more-popular goldbox series. They were fun if you enjoyed those, though they didn't work quite as well because the combat system really wasn't that interesting once you removed magic, and they hadn't figured out how to make the skill system interesting in computer games yet.
 

Yes. Even before there was an internet as we know it they were going after people on BBS's, and when people started making web pages they freaked out. They turned what could have been a lot of free marketing into a lot of badwill.
Truth be told, it wasn't just TSR.

In the early/mid 1990's, a lot of companies didn't know how to deal with the rise of the internet. They interpreted fan pages the same way they'd interpret an unauthorized 3rd party book being published about whatever their IP is.

Viacom did the same thing with Star Trek fan pages for a while in the mid 1990's, treating all Trek fan pages as copyright infringement, trying to shut them all down, and explicitly saying that the only Star Trek website on the internet should be their official website.

The attempted purge didn't succeed, and cooler heads prevailed after a little while, but it does show that TSR was not alone in a ham-fisted and inept transition to the internet age.
 

They were spending plenty of money as well, and licensing (for example, Buck Rogers) was funneling money away in a way that I feel was almost fraudulent in some ways.
I'm surprised it wasn't explicitly illegal.

Lorraine Williams controls the Dille Family Trust, the legal entity that owns the rights to all Buck Rogers IP. Whenever TSR made Buck Rogers products, she directly financially benefitted from them.

She got paid directly for having TSR license something from another entity she controls and print books based on that license. The books didn't have to sell, she made money off the license fees alone.

So, TSR was wasting money on producing products pretty much nobody wanted to buy, because she got a decent chunk of the production costs going straight to the trust she controls. TSR flushed a fortune down the toilet so that a portion of that fortune could go directly into Williams's trust fund.

If that's not outright illegal, it's at least seriously unethical.
 

darjr

I crit!
Truth be told, it wasn't just TSR.

In the early/mid 1990's, a lot of companies didn't know how to deal with the rise of the internet. They interpreted fan pages the same way they'd interpret an unauthorized 3rd party book being published about whatever their IP is.

Viacom did the same thing with Star Trek fan pages for a while in the mid 1990's, treating all Trek fan pages as copyright infringement, trying to shut them all down, and explicitly saying that the only Star Trek website on the internet should be their official website.

The attempted purge didn't succeed, and cooler heads prevailed after a little while, but it does show that TSR was not alone in a ham-fisted and inept transition to the internet age.
Yea this. It was also in the open source world with chip makers freaking out about linux developers and other such things.
 

Dire Bare

Legend
Yea this. It was also in the open source world with chip makers freaking out about linux developers and other such things.
Creative industries reacting poorly and ham-fistedly with a changing society was most definitely a theme in the 90s . . . the music industry, the film industry, book publishing . . . . TSR was certainly not alone in getting foolishly aggressive with their fans.

But none of that behavior was wise, effective, or morally right . . . and was based in corporate greed. I'm not inclined to forgive TSR, or any of the other players of the time.

The corporate greed behind those actions is still alive and well . . . it's just that creative industries eventually realized they couldn't stop the changes to society, and could find ways to profit by going with the flow rather than against it.
 

As I've said before, Lorraine Williams' general silence on her time at TSR has enabled her to be cast as the villain in many people's narratives, when the truth is more complex than that.

While the truth is more complex, it's also clear that this is the truth Lorraine Williams built herself. By all accounts that I've read, she was anything but silent when she ran TSR. She was always happy to take credit for the TSR successes; it's only fair that she also has to take credit for it's failures. It's correct to say that her leadership was what saved TSR when it was on the brink of financial ruin. It's also correct to say that her leadership was what drove TSR to the brink of financial ruin.

Creative industries reacting poorly and ham-fistedly with a changing society was most definitely a theme in the 90s . . . the music industry, the film industry, book publishing . . . . TSR was certainly not alone in getting foolishly aggressive with their fans.

But none of that behavior was wise, effective, or morally right . . . and was based in corporate greed. I'm not inclined to forgive TSR, or any of the other players of the time.

The corporate greed behind those actions is still alive and well . . . it's just that creative industries eventually realized they couldn't stop the changes to society, and could find ways to profit by going with the flow rather than against it.

From watching some of the absolute BS that goes down with YouTube DMCA claims, I'm inclined to say that the same problems TSR embodied with their C&Ds is still very much alive (and just as morally deplorable now as it was then). Here's one of my favorite examples: Family Guy 'stole a video' from YouTube then claimed the original breached copyright Note that it this story only has a happy ending because Fox was publicly forced to do the right thing.
 

From watching some of the absolute BS that goes down with YouTube DMCA claims, I'm inclined to say that the same problems TSR embodied with their C&Ds is still very much alive (and just as morally deplorable now as it was then). Here's one of my favorite examples: Family Guy 'stole a video' from YouTube then claimed the original breached copyright Note that it this story only has a happy ending because Fox was publicly forced to do the right thing.
I've seen people have YouTube videos taken down on copyright claims. . .while playing their own original music that they have written and performed and hold the copyright on, or for performing classical or folk music that is in the public domain due to the copyright having long expired.

YouTube's automation seems to think that all music is automatically copyrighted and just pre-emptively takes it down.
 

Thomas Shey

Legend
I've seen people have YouTube videos taken down on copyright claims. . .while playing their own original music that they have written and performed and hold the copyright on, or for performing classical or folk music that is in the public domain due to the copyright having long expired.

YouTube's automation seems to think that all music is automatically copyrighted and just pre-emptively takes it down.

And of course, copywrite strikes can take down a video even when the one launching it doesn't own the copyright. Maybe YT realizes they're blowing hot air at some point, maybe the YT poster manages to appeal, but during that period its down and if the person has monitized their videos, they're stuck with part of their revenue stream down during that period. That's because Google is so leery of lawsuits in trademark and copyright that their approach is "Take it down, fix later" because its legally safer.
 

Psikosis

Explorer
Like Role Aids. Unfortunately I have to agree about DJ, but that's the risk all creators take, me included. But back to TSR and Lawsuits & Licenses...
Role Aids had some fun stuff. I used their Psionics supplement for awhile as it was vastly superior to the mess in the back of the AD&D PHB. It's still on my shelf, having survived every downsizing and move since then.
 

amethal

Adventurer
I'm surprised it wasn't explicitly illegal.

Lorraine Williams controls the Dille Family Trust, the legal entity that owns the rights to all Buck Rogers IP. Whenever TSR made Buck Rogers products, she directly financially benefitted from them.

She got paid directly for having TSR license something from another entity she controls and print books based on that license. The books didn't have to sell, she made money off the license fees alone.

So, TSR was wasting money on producing products pretty much nobody wanted to buy, because she got a decent chunk of the production costs going straight to the trust she controls. TSR flushed a fortune down the toilet so that a portion of that fortune could go directly into Williams's trust fund.

If that's not outright illegal, it's at least seriously unethical.
On the face of it, it's a perfectly reasonable thing to do.

If you own one company that publishes RPGs, and another company that owns the rights to something that you think would do well as an RPG, then by licensing the rights both companies benefit.

Obviously, you have to declare your financial interest in the transaction to the boards of both companies, which is what happened.

It's only when the deal vastly benefitted one company at the expense of the other that it becomes an ethical issue - but still probably not a legal one.

I know nothing about US company law, but I imagine it doesn't worry too much what private companies get up to so long as there aren't any outside shareholders to get hurt. (The TSR Board might have failed in their fiduciary duty to the company's shareholders, but Lorraine Williams was hardly in a position to sue them over it.)
 

On the face of it, it's a perfectly reasonable thing to do.

If you own one company that publishes RPGs, and another company that owns the rights to something that you think would do well as an RPG, then by licensing the rights both companies benefit.

Obviously, you have to declare your financial interest in the transaction to the boards of both companies, which is what happened.

It's only when the deal vastly benefitted one company at the expense of the other that it becomes an ethical issue - but still probably not a legal one.

I know nothing about US company law, but I imagine it doesn't worry too much what private companies get up to so long as there aren't any outside shareholders to get hurt. (The TSR Board might have failed in their fiduciary duty to the company's shareholders, but Lorraine Williams was hardly in a position to sue them over it.)
While all of this is true I believe the main point is that she, by way of this deal, received payments on print runs and not on print sales, thus guaranteeing no down side to the deal for the foundation by putting all of it squarely on the TSR shareholders' backs. With this combined factor it appears one-sided and lop-sided with no need of forethought, planning and with no culpability for her/the estate.
 

On the face of it, it's a perfectly reasonable thing to do.

If you own one company that publishes RPGs, and another company that owns the rights to something that you think would do well as an RPG, then by licensing the rights both companies benefit.

Obviously, you have to declare your financial interest in the transaction to the boards of both companies, which is what happened.

It's only when the deal vastly benefitted one company at the expense of the other that it becomes an ethical issue - but still probably not a legal one.

I know nothing about US company law, but I imagine it doesn't worry too much what private companies get up to so long as there aren't any outside shareholders to get hurt. (The TSR Board might have failed in their fiduciary duty to the company's shareholders, but Lorraine Williams was hardly in a position to sue them over it.)

Boards tend to rubber-stamp whatever CEOs want to do, even when it is blatantly unethical (see the recent case of the BOD approving stock privileged buybacks at American Airlines during a period of declining revenue, the proceeds of which mostly went to executives). This is even more true when the CEO is also the supermajority owner of the company, as with the case of Williams (she had at least 80% of the shares). I can pretty much guarantee you that the BOD's attitude toward TSR was, "Eh, it's your circus, your monkeys, do what you want."

The major ethical problem in this case has to do with TSR's creditors. A corporation is a legally separate entity from its owners. If I am the sole owner and CEO of a corporation, even as the sole owner, any debt it takes on is not my debt. If it goes bankrupt, I can't lose my house, my car, my boat, my personal secret moon base, etc. That's why I can't just go to the bank, have the corporation take out a $5m loan, and buy myself a yacht. The bank can't repo the yacht. That money has to be used for company purposes. I also can't just pay myself a $5m bonus, or give myself a $5m raise, just on my own decision. That's why, in theory, the board is supposed to review any company activity that could benefit me. It's not just about protecting shareholders. It's also about protecting creditors.

What was so unethical about the Buck Rogers deal, then, was that it was basically a scheme to borrow money from Random House and other creditors and simply transfer most of it directly to Lorraine Williams' bank account. The people who got screwed were the creditors. I read somewhere she got a 60% print royalty. This is insane. We've got some authors here; have any of you been offered 60% print royalties? Not sales. Print.

The problem here is a well-known problem in American corporate law. Corporate boards have very little incentive to care too much about what a CEO does, and even less incentive when the CEO is also an owner. Remedies have been proposed, but none have been flawless or have actually passed. So, legally, what she did can't be defined as fraud, but the law defines fraud, and this is the sort of thing that the law really should cover.
 

Oh, don't get me wrong, I don't think she's a 100% hero of D&D. She did plenty that wasn't great. I just take issue with casting her as 100% the villain, too, as some would have it.

While the truth is more complex, it's also clear that this is the truth Lorraine Williams built herself. By all accounts that I've read, she was anything but silent when she ran TSR. She was always happy to take credit for the TSR successes; it's only fair that she also has to take credit for it's failures. It's correct to say that her leadership was what saved TSR when it was on the brink of financial ruin. It's also correct to say that her leadership was what drove TSR to the brink of financial ruin.
 

Paragon Lost

Terminally Lost
Urm. It broke a long established (1975) GDW and ended Chadwick's top-flight multi-award winning game company, so I cannot concur. I get the ironic twist but...
This. I was so pissed off when they broke GDW. I don't pretend to be a lawyer but I wonder if a lawsuit of that nature would go anywhere today. I recall flipping through DJ at the time of it's release and I didn't feel that the lawsuit had any merit at the time.
 

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