TSR NuTSR Declares Bankruptcy

NuTSR, owned by Justin LaNasa, has filed for Chapter 7 bankruptcy, which will liquidate the company's assets. NuTSR's gross revenue so far for 2023 is $621.93 according to the documents filed in North Carolina. This is balanced against total liabilities of just over $384,000. The company made the news over the last couple of years, emerging in 2020 when then-owners Justin LaNasa and Stephen...

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NuTSR, owned by Justin LaNasa, has filed for Chapter 7 bankruptcy, which will liquidate the company's assets.

NuTSR's gross revenue so far for 2023 is $621.93 according to the documents filed in North Carolina. This is balanced against total liabilities of just over $384,000.

The company made the news over the last couple of years, emerging in 2020 when then-owners Justin LaNasa and Stephen Dinehart registered the defunct TSR trademarks and launched the new venture with the involvement of Ernie Gygax, one of D&D co-creator Gary Gygax's sons. Over the following months, NuTSR generated controversy after controversy, attempted to sue D&D publishers Wizards of the Coast via a crowdfunding effort, and in March 2022 eventually found itself on the receiving end of a lawsuit from them.


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As a consequence of the bankruptcy petition the current lawsuit between WotC and NuTSR is on hold, postponed until March 2024. NuTSR's website is still active.

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Am I correct that in theory being an LLC only protects you if you've done things relatively by the book?
Kind of, it offers a veil of protection but that veil can be pierced if there is sufficient legal basis.

So if anything was played fast and lose with contracts they signed or legal violations the creditors can try to get a judge to let them go for personal assets?
There'll be a lot of factors to consider but the simplest summary of the most obvious issues.

A company operates under the instructions of it's director(s)/officer(s), so in the event that they give an unlawful instruction they can make themselves a liable party for whatever action (say, defrauding people by selling products they aren't going to make). That's just a straight forward chain of accountability, and since Justin is the only officer in his companies - he is by default the liable officer.

A company can offer protection from liability, but this relies upon clear boundaries being in place for all important matters - so the company funds must be kept separate from the individual funds, business contracts must be to the company - not the individual, etc. Where the individual is managing multiple companies with interlocking interests, they must be clear on the terms of agreements between companies and there is an expectation to treat them as separate, self-interested entities (this bit can be very... fuzzy).

So some immediate issues that spring up in this bankruptcy are:

Hardwire Tattoo, a business owned an controlled by Justin, has no independent business reason to extend a loan for $190k to a TSR LLC, particularly when TSR LLC is not demonstrating any ability to repay that loan (highest sales year wouldn't cover the rent it allegedly owes).

TSR LLC has a "verbal contract" with Dungeon Hobby Shop Museum LLC, another company that is owned and controlled by Justin, for a royalty rate that isn't a reflect of business practices.

Dungeon Hobby Shop Museum LLC seems to have, at an unspecified time, inherited the museum/shop business, and OSR Games LLC seems to be inheriting the Facebook pages, etc. There are a number of items not accounted for, such as the IP for Goblinz. Those Pesky Goblinz. A Role-Playing Game by Justin LaNasa, Dungeon Crawl, etc.

All of these aspects could be scrutinized and potentially provide evidence for a party to make an argument that Justin has not been operating these as separate business with separate interests, operating for their own independent good, but rather has created an intermingling of interests with the companies and his own personal finances.

When that occurs, a creditor is able to argue that they should be allowed access to the intermingled assets (especially if there was an unlawful transfer to avoid accountability) and it can be ruled that the officer who has been intermingling is personally liable to some degree. The specifics and to what degree are generally complex matters tied up in particular laws, guidelines and the discretion of the court so are very hard to estimate - suffice to say that if most business people always conclude it is better to avoid finding out.
 

Am I correct that in theory being an LLC only protects you if you've done things relatively by the book? So if anything was played fast and lose with contracts they signed or legal violations the creditors can try to get a judge to let them go for personal assets? (Say legal costs in an egregious lawsuit?).
Indeed. It will of course depend on what a court determines to be the facts, and is far from automatic, but all anecdotal signs point to LaNasa being the type of person who probably kept slapshod books in order to play fast and loose with the money of his various businesses when it suited him.
 

bonchon

Explorer
What this dude has said. That, and I can't help but feel bad for Ernie Gygax. Talk about listening to the wrong people...
Don't feel bad for Ernie. He was complicit in this from the very beginning, and knew what he was getting into. His hands aren't clean - he helped Justin steal the trademark, screwed over the guy who had the original idea for the museum, and backed Justin through all the bigotry and horrible personal attacks on people.

I guess you could feel bad for the fact that Justin turned around and jilted Ernie financially by not giving him any ownership of the company, but nothing from nothing is nothing.
 

Sacrosanct

Legend
I don’t envy the lawyers and judge who have to sort though that mess. A dozen LLCs, all overlapping with some expired (Port City Kava) being the ones actually taking in revenue (that’s the LLC for DHSM point of sale for online PayPal purchases)
 


Kind of, it offers a veil of protection but that veil can be pierced if there is sufficient legal basis.


There'll be a lot of factors to consider but the simplest summary of the most obvious issues.

A company operates under the instructions of it's director(s)/officer(s), so in the event that they give an unlawful instruction they can make themselves a liable party for whatever action (say, defrauding people by selling products they aren't going to make). That's just a straight forward chain of accountability, and since Justin is the only officer in his companies - he is by default the liable officer.

A company can offer protection from liability, but this relies upon clear boundaries being in place for all important matters - so the company funds must be kept separate from the individual funds, business contracts must be to the company - not the individual, etc. Where the individual is managing multiple companies with interlocking interests, they must be clear on the terms of agreements between companies and there is an expectation to treat them as separate, self-interested entities (this bit can be very... fuzzy).

So some immediate issues that spring up in this bankruptcy are:

Hardwire Tattoo, a business owned an controlled by Justin, has no independent business reason to extend a loan for $190k to a TSR LLC, particularly when TSR LLC is not demonstrating any ability to repay that loan (highest sales year wouldn't cover the rent it allegedly owes).

TSR LLC has a "verbal contract" with Dungeon Hobby Shop Museum LLC, another company that is owned and controlled by Justin, for a royalty rate that isn't a reflect of business practices.

Dungeon Hobby Shop Museum LLC seems to have, at an unspecified time, inherited the museum/shop business, and OSR Games LLC seems to be inheriting the Facebook pages, etc. There are a number of items not accounted for, such as the IP for Goblinz. Those Pesky Goblinz. A Role-Playing Game by Justin LaNasa, Dungeon Crawl, etc.

All of these aspects could be scrutinized and potentially provide evidence for a party to make an argument that Justin has not been operating these as separate business with separate interests, operating for their own independent good, but rather has created an intermingling of interests with the companies and his own personal finances.

When that occurs, a creditor is able to argue that they should be allowed access to the intermingled assets (especially if there was an unlawful transfer to avoid accountability) and it can be ruled that the officer who has been intermingling is personally liable to some degree. The specifics and to what degree are generally complex matters tied up in particular laws, guidelines and the discretion of the court so are very hard to estimate - suffice to say that if most business people always conclude it is better to avoid finding out.
Wait, are you saying that the guy whose biggest political donors just happened to be several people with names one letter different from his might have some questionable business dealings??? 😂
 

Mort

Legend
Supporter
I don’t envy the lawyers and judge who have to sort though that mess. A dozen LLCs, all overlapping with some expired (Port City Kava) being the ones actually taking in revenue (that’s the LLC for DHSM point of sale for online PayPal purchases)

Most of the bankruptcy trustees I know (admittedly, not in the district this case is filed) LIVE for this stuff.

They tend to believe someone layering like this is hiding money somewhere and they will dig and dig until they find it. Lanassa is actually taking a big risk by filing chapter 7. Chapter 7 trustees have much more power to probe into his business practices than anything that can be done elsewhere.

Heck if WoTC is annoyed enough, THEY can now push for much broader discovery then they could have in the other case (doubt they will, though, they'll let the 7 trustee have his way and save the legal expense).
 
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GreyLord

Legend
I'm trying to fathom what the 384K in liabilities they could have. If the museum LLC has the house, what could he have that is worth that much? WE haven't seen anything from them (at least in bulk) so it's not that they published anything, at least that we've seen. Is it salaries that he's borrowed in order to pay others? Several years worth of salaries and benefits paid from loans they received?

Otherwise, trying to figure what they have in liabilities that could possibly amount to that. Even Lawyer fees (I don't think they've done a TON with the lawsuits yet, at least to that degree) probably aren't that much YET...or so I imagine from what I've seen, unless they have one full time employed or more than just normal duties. The lawsuit is still in the beginning stages from what I've heard (here...mostly). Or did lawyers also ask for upfront payment (wise choice if they did I suppose).
 

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