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Hello, I am lawyer with a PSA: almost everyone is wrong about the OGL and SRD. Clearing up confusion.
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<blockquote data-quote="pemerton" data-source="post: 8908742" data-attributes="member: 42582"><p>Once you accept the offer you have a binding contract. The duration of your rights under the contract will depend on its terms. OGL 1.2 set out some conditions under which it comes to an end.</p><p></p><p>My argument above - which I think is plausible, but no more than that, on a purely textual reading of the OGL v 1.0a (ie having no regard to extrinsic evidence of the intentions of the parties based on other things they said and did) - that what is licensed might change if WotC withdraws its offer is not based on any view about WotC's power to terminate a contract. Rather, it's based on interpreting the subject matter of the contractual grant - that is, on the meaning of <em>the Open Game Content</em> as that phrase appears in section 4.</p><p></p><p>One response to that argument, from a 3PP, might be that the effect of the contract is to preclude WotC withdrawing the offer made to them - not for the more obvious reason that applies to WW and GR (ie that WotC has used their OGC), but on the basis that the contractual promises made by the 3PP (eg to refrain from using WotC's product identity) bind WotC to keep their OGC available to that 3PP.</p><p></p><p>To speak a bit loosely, the response tries to make section 4 "dominate" over section 2; whereas my argument for WotC tries to make the interpretation of section 4 subordinate to section 2.</p><p></p><p>I know some techniques in the Australian law of statutory interpretation to help resolve this sort of question about which provision dominates or is subordinate relative to another. I don't know the relevant techniques in US contract law, though. There are important differences between, as well as some similarities in, interpreting a contract and interpreting a statute.</p><p></p><p>To reiterate: none of this is put forward as definitive. But I do think some posters are unduly confident in what they assert is <em>the</em> legal meaning, operation and effect of the OGL v 1.0a.</p></blockquote><p></p>
[QUOTE="pemerton, post: 8908742, member: 42582"] Once you accept the offer you have a binding contract. The duration of your rights under the contract will depend on its terms. OGL 1.2 set out some conditions under which it comes to an end. My argument above - which I think is plausible, but no more than that, on a purely textual reading of the OGL v 1.0a (ie having no regard to extrinsic evidence of the intentions of the parties based on other things they said and did) - that what is licensed might change if WotC withdraws its offer is not based on any view about WotC's power to terminate a contract. Rather, it's based on interpreting the subject matter of the contractual grant - that is, on the meaning of [i]the Open Game Content[/i] as that phrase appears in section 4. One response to that argument, from a 3PP, might be that the effect of the contract is to preclude WotC withdrawing the offer made to them - not for the more obvious reason that applies to WW and GR (ie that WotC has used their OGC), but on the basis that the contractual promises made by the 3PP (eg to refrain from using WotC's product identity) bind WotC to keep their OGC available to that 3PP. To speak a bit loosely, the response tries to make section 4 "dominate" over section 2; whereas my argument for WotC tries to make the interpretation of section 4 subordinate to section 2. I know some techniques in the Australian law of statutory interpretation to help resolve this sort of question about which provision dominates or is subordinate relative to another. I don't know the relevant techniques in US contract law, though. There are important differences between, as well as some similarities in, interpreting a contract and interpreting a statute. To reiterate: none of this is put forward as definitive. But I do think some posters are unduly confident in what they assert is [i]the[/i] legal meaning, operation and effect of the OGL v 1.0a. [/QUOTE]
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Hello, I am lawyer with a PSA: almost everyone is wrong about the OGL and SRD. Clearing up confusion.
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