Drafts do not come with contracts attached?

[Snarf Zagyg]

I'm not sure what the terms being open to negotiation is meant to prove though. The underlying point is that Wizards attempted to coerce publishers into new licensing agreements based on the threat that the OGL would be rescinded and replaced with something similar to 1.1. Even if the details of the new agreements were open to negotiation, Wizards clearly intended to revoke the OGL and was actively using the threat of this unethical (and likely unlawful) action as a means of gaining leverage over publishers.

¯\(ツ)/¯

Like I wrote, I don't understand why people are debating this - after all, it's in the past now. Nevertheless, it's always good to try and be factually correct.

PS- Contract disputes are not unlawful. As for ethical, who knows? I'm sure Milton Friedman might have a different view than you and I do.

 

[darjr]

Here is the crux to me.

People see the word “draft” and think “oh, WotC didn’t mean it” when it seems more and more clear, regardless if WotC considered them drafts, they absolutely did mean it.

I think WotC is being as clear as they can be but at the same time not making it clear that they did mean to kill the OGL.

So the idea that these contracts were a draft or not is besides the point and is a distraction.

 

[Scribe]

People see the word “draft” and think “oh, WotC didn’t mean it” when it seems more and more clear, regardless if WotC considered them drafts, they absolutely did mean it.

There is also the legal-ese, contractual definition of 'draft' and what it means within any given company.

I'm not defending Wizbro, but it could be just how they frame language, or it could be obfuscation.

 

[Maxperson]

As @Ruin Explorer has said, contracts are drafts until the are not. So, the OGL 1.1 and the Term Sheet definitely could have been a draft and technically is a draft until signed by both parties. However, what we don't know is how the Term Sheet was proposed to the 3PP under NDA. When know one lawyer who reviewed the Term Sheet (see link above) admitted it was negotiable, but that he had the "impression" there was not much room for negotiation. It seems WotC should have been, at the very least, more clear that the term sheet & OGL were drafts, it that was the intent.

Anyway, I just wanted to clear up that drafts can have contracts and contracts can be drafts.

Sure, but that's both right and wrong in the context of what people are talking about with WotC.

Technically(and technically is the best kind of correct), you guys are correct that a contract is a draft until it is signed by everyone. However, that's not what people are talking about here.

There are two different kinds of drafts when it comes to contracts. There are the internal drafts where the WotC lawyers wrote the contract, reviewed it, made revisions, reviewed them again, perhaps sent them to someone else in the firm for review and further revision, and so on. Then they had the final version of what WotC wanted to see happen. That's what was sent to the 3PP. So while it wasn't a final signed contract, all the bad stuff in it is what WotC finalized internally and tried to make happen. It's not really relevant to the issue that there was the potential for the 3pp to try and negotiate some terms(if WotC was open to any negotiation at all).

Edit: When WotC came out and was like, "But it was only a draft!" they were being deceptive via that technicality. They were trying to pass it off as something it wasn't. It was a contract that they wanted to happen as written.

 

[UngeheuerLich]

Here is the crux to me.

People see the word “draft” and think “oh, WotC didn’t mean it” when it seems more and more clear, regardless if WotC considered them drafts, they absolutely did mean it.

I think WotC is being as clear as they can be but at the same time not making it clear that they did mean to kill the OGL.

So the idea that these contracts were a draft or not is besides the point and is a distraction.

I think it is relevant. Because people say WotC lied about it being a draft. Which seems factually wrong, based on what we actually heard.

Did they want this draft to become an actual license? Yes. Did they started with unacceptable terms to meet in the middle? Probably also yes.
Was it "ethical" to apply that much pressure? No. It was trying to leverate their market position.

 

[Scribe]

I think it is relevant. Because people say WotC lied about it being a draft. Which seems factually wrong, based on what we actually heard.

Did they want this draft to become an actual license? Yes. Did they started with unacceptable terms to meet in the middle? Probably also yes.
Was it "ethical" to apply that much pressure? No. It was trying to leverate their market position.

Right, so they are still trash bags, but technically...

 

[UngeheuerLich]

Right, so they are still trash bags, but technically...

No. That misinterprets me. I think it is important to state facts, even if they don't fit into your narrative.
If you accuse someone of lying, prove it or bugger off.

 

[Scribe]

No. That misinterprets me. I think it is important to state facts, even if they don't fit into your narrative.
If you accuse someone of lying, prove it or bugger off.

My narrative maintains, they are scummy. Just because its a draft, doesnt mean it wasnt final to them at the time. Its just many (most?) people associate draft with 'not final'.

I'm not saying its your position, but its certainly mine that they are essentially not being transparent, or fully honest.

I did this with my son once. Held up both hands, one with 2 fingers, one with 3 held up.

The 'correct' answer to how many fingers I'm holding up, is 2, 3 and 5.

Technically, all are correct, with the given amount of detail. Many (most?) would answer 5, and be correct as to the INTENT of the question.

 

[UngeheuerLich]

My narrative maintains, they are scummy. Just because its a draft, doesnt mean it wasnt final to them at the time. Its just many (most?) people associate draft with 'not final'.

I'm not saying its your position, but its certainly mine that they are essentially not being transparent, or fully honest.

I did this with my son once. Held up both hands, one with 2 fingers, one with 3 held up.

The 'correct' answer to how many fingers I'm holding up, is 2, 3 and 5.

Technically, all are correct, with the given amount of detail. Many (most?) would answer 5, and be correct as to the INTENT of the question.

As I said: it is not about being technical correct. It is about telling the truth.
If we hold WotC to accountable to their word, we should not lie.

 

[Scribe]

As I said: it is not about being technical correct. It is about telling the truth.
If we hold WotC to accountable to their word, we should not lie.

Sure man. I dont trust them, and them dancing around words like 'draft' in this way does not engender trust either. I know what it is, and I get it, but I unfortunately 'get' a lot of what they are saying, as its all stuff I've seen before.

 

[bedir than]

OGLChange_draft_draft2_draftCLO_final_FinalFinal_ReadtoSend_draftCEO_NoSendNow_ActuallyFinal

 

[Maxperson]

As I said: it is not about being technical correct. It is about telling the truth.
If we hold WotC to accountable to their word, we should not lie.

It's not a lie to say that they sent out the contract with the terms that they wanted to be final.

 

[Gammadoodler]

OGLChange_draft_draft2_draftCLO_final_FinalFinal_ReadtoSend_draftCEO_NoSendNow_ActuallyFinal

.v2

 

[UngeheuerLich]

It's not a lie to say that they sent out the contract with the terms that they wanted to be final.

No. But I have seen calling them liars, because they say it was a draft. Which is wrong.

 

[Gammadoodler]

No. But I have seen calling them liars, because they say it was a draft. Which is wrong.

How would you describe their characterization of the status of the document from WotC's perspective?

Honest? And if not honest, then what?

Edit: Put another way..

If my wife accuses me of sleeping with another person and I deny it on the basis that technically no sleeping occured, is it fair to call me a 'liar'?

 

[Maxperson]

No. But I have seen calling them liars, because they say it was a draft. Which is wrong.

Not a lie, but yes it was deceptive. They're implying that it wasn't what they wanted to happen, because it was only a "draft." I mean, I get why they said it that way, but it doesn't change that it was an attempt to make the public view of the company more positive through deception.

 

[UngeheuerLich]

Not a lie, but yes it was deceptive. They're implying that it wasn't what they wanted to happen, because it was only a "draft." I mean, I get why they said it that way, but it doesn't change that it was an attempt to make the public view of the company more positive through deception.

Then call THAT out. No need to tell loes yourself.

 

[Iosue]

It's not a lie to say that they sent out the contract with the terms that they wanted to be final.

Which contract? The term sheets, which by definition are open to negotiation, or the OGL 1.1, which could not have been entered into unless someone published work under it?

I mean, no one sends out a contract draft with the terms they don't want to be final. That doesn't mean they expect to get it. For the sake of argument, take at face value the explanation that WotC wanted to use the royalties clause in 1.1 to gatekeep big corporations from entering the OGL market, but planned to offer the major publishers already in the market (and hardly competition for WotC) preferential deals, then yeah, wouldn't they have to provide some kind of OGL draft with the royalties clause in order to provide information and context to their potential partners?

I pointed out in dave2008's other thread that, timeline-wise, the new OGL was expected to be announced on January 4th, but was not. Linda Codega's article came out on January 5th. So sometime between when the term sheets were sent out and January 4th, before any leaks, the 1.1 draft that was sent out to 3PPs was abandoned or at least put on hold. This tracks with Kyle Brink's statement that they were already changing the OGL draft when the leaks came out.

I personally think there was an element of the "stick" in the OGL 1.1 draft to encourage taking the term sheet "carrots." And I think among its many faults, the Smug Apology was a bit disingenuous when it suggested they were just getting "input from the community." But the Smug Apology has been repudiated by Brink, and 1.1 was abandoned, so I don't get the continued nitpicking about the 1.1 and term sheets.

 

[Enrahim2]

I really think this draft word is a giant red herring. The real issue here was that wizards claim they were mainly soliciting feedback, and it is this claim that is disputed. The word "draft" only come up as a short form to describe the issue above, but this is fortunate for wizards if the conversation revolves around this word, as they can say with a straight face it was a draft, and be right.

They have a much harder time demonstrating they were actively seeking feedback.

 

[dave2008]

Here is the crux to me.

People see the word “draft” and think “oh, WotC didn’t mean it” when it seems more and more clear, regardless if WotC considered them drafts, they absolutely did mean it.

I think WotC is being as clear as they can be but at the same time not making it clear that they did mean to kill the OGL.

So the idea that these contracts were a draft or not is besides the point and is a distraction.

No, they have been very clear that they wanted to kill the OGL 1.0a, even in Kyle's interviews. He said their point of view at the time required killing the OGL. They no loner have that point of view, but they did at the time. He has not tried to hide that fact by saying the 1.1 was a draft. That would be silly, because the 1.2 draft also included killing the OGL 1.0(a).

So to me, it is not beside the point at all that these were drafts. Yes, they wanted to kill the OGL, but there was a lot of room to negotiate (as we saw with the 1.2). The death of the OGL wasn't the only thing in 1.1. The royalties were a big part.