Some other posts with a bit more info:
http://www.hollywoodreporter.com/thr-esq/sweetpea-aims-stop-universals-dungeons-624475
http://www.bizjournals.com/losangel...geons-and-dragons-film-stuck-in.html?page=all
And a link to the statement of defence and counterclaim, which also includes the licence agreement as an appendix (for me, at least, the purple pawn link doesn't work): http://www.courthousenews.com/2013/09/05/ddans.pdf
Some interesting and/or amusing excerpts from the statement of defence and counterclaim:
Some aspects of Sweetpea's pleaded defence strike me as pretty far-fetched, like its arguments of unclean hands and laches against Hasbro (paras 118 and 119 - esp the laches )delay) argument, given that in para 4 of the counterclaim they accuse Hasbro of going off half-cocked). The real issue, I would assume, is in the construction of the contract.
As I read clause 19 of the agreement, a breach of the licence terms by Sweetpea doesn't end the licence unless it is a so-called "termination breach", but the way these are defined they cannot now occur. Clause 15 of the specifies Hasbro/WotC's reversion rights, but only in relation to the original movie. The key is therefore the amendment to the agreement negotiated as part of the settlement between Sweetpea and WotC at the time the original movie was made.
Paragraph 6 of the 1st amendment specifies that if sequels are not made within 5 years, the right to make sequels reverts to TSR/WotC/Hasbro. Sweetpea, in its counterclaim, is arguing that even if this has happened WotC would not acquire the other rights - like the right to use the D&D name for a film - which have been exclusively and perpetually licensed to Sweetpea. As a piece of contractual construction that strikes me as implausible - there seems to me an obvious implication that a contractual right to make a sequel would bring with it other necessary associated rights, like the right to label in "D&D" - but I am not at all an expert in the interpretation of these sorts of licence agreements.
Hasbro seems to be arguing that, because the subsequent films were for TV rather than movie theatres, they don't count as sequels. On my reading of the contract, Sweetpea may well be in the right here: the reference to sequels does not itself seem to specify a particular medium/venue, and is followed by clauses dealing with both theatrical and non-theatrical releases. Presumably Hasbro's argument is that the reference to "non-theatrical" sequels meant straight-to-video rather than TV movies. In clause 5 of its counterclaim Sweetpea argues that the sequels were "non-theatrical motion pictures, not television motion pictures, as those terms are understood in the industry and in accordance with the license agreement" and that in any event, even if they were TV movies, they would still count as sequels. I don't know much about those movies, nor about the industry definition of TV movies, but I can see the force in Sweetpea's argument that even if TV movies they would in any event count as sequels.
However much Lorraine Williams may be to blame for the original agreement, WotC doesn't seem to have done itself any particular favours with the drafting of the amendment, and its ambiguity in respect of various media - unless, perhaps, that ambiguity was the best they could get in their settlement negotiations!
http://www.hollywoodreporter.com/thr-esq/sweetpea-aims-stop-universals-dungeons-624475
http://www.bizjournals.com/losangel...geons-and-dragons-film-stuck-in.html?page=all
And a link to the statement of defence and counterclaim, which also includes the licence agreement as an appendix (for me, at least, the purple pawn link doesn't work): http://www.courthousenews.com/2013/09/05/ddans.pdf
Some interesting and/or amusing excerpts from the statement of defence and counterclaim:
19. Defendants deny that the Dungeons & Dragons game contains the character classes “warriors,” “wizards,” or “healers.”
104. There is a lack of similarity between the ideas and expression of ideas in the allegedly infringing work, if any, and the Plaintiffs’ purported copyrighted works. [Sounds plausible!]
105. Defendants’ conduct, as alleged in the Complaint, constitutes fair use, if any, of Plaintiffs’ purported copyrighted works.
108. Plaintiffs’ copyright infringement claims are barred because the works for which copyright protection is claimed, or elements thereof, were in the public domain. [If Sweetpea wins on either these, that would be an interesting outcome for fan sites.]
13 of counterclaim: There are seven main character classes for players to choose from for use in a Dungeons & Dragons game: fighter, cleric, thief, magic-user, elf, dwarf and halfling. [The licence treats D&D and AD&D as separate properties; the definition in the licence states that "Specifically excluded from the term Property is ADVANCED DUNGEONS AND DRAGONS and its worlds and associated trademarks other than those elements which are also contained in or associated with the Property." A subsequent amendment to the licence dealt with the WotC merger of D&D and AD&D.]
15. The “game” of Dungeons & Dragons does not comprise a single book or board game; it comprises an entire universe of settings, rules, creatures and artifacts disseminated in books, magazines and other publications that were sold beginning in 1973. In addition, a derivative game called “Advanced Dungeons & Dragons” contained additional worlds with names such as “Dragon Lance,” “Forgotten Realms,” “Greyhawk Adventures,” “Spell Jammer,” and “Ravenloft.” Consistent with its derivative nature, many of the settings, rules, creatures and artifacts found in the Dungeons & Dragons publications are also found in the Advanced Dungeons & Dragons publications.
25. Wizards-controlled TSR began to meddle and interfere with the production [of the original D&D movie]. For example, TSR complained that the budget was too low, even though it had no contractual right to do so, and it refused to grant Sweetpea’s request for an extension for the principal photography deadline to take advantage of spring flowers in Romania, where the motion picture was being filmed.
Defiitions section of the licence: "Territory": the Universe; "Term": In perpetuity, unless earlier termination pursuant to Paragraph 15 hereof.
The licence fee was 2% of the final production budget of the original movie, with a minimum of $350,000.
104. There is a lack of similarity between the ideas and expression of ideas in the allegedly infringing work, if any, and the Plaintiffs’ purported copyrighted works. [Sounds plausible!]
105. Defendants’ conduct, as alleged in the Complaint, constitutes fair use, if any, of Plaintiffs’ purported copyrighted works.
108. Plaintiffs’ copyright infringement claims are barred because the works for which copyright protection is claimed, or elements thereof, were in the public domain. [If Sweetpea wins on either these, that would be an interesting outcome for fan sites.]
13 of counterclaim: There are seven main character classes for players to choose from for use in a Dungeons & Dragons game: fighter, cleric, thief, magic-user, elf, dwarf and halfling. [The licence treats D&D and AD&D as separate properties; the definition in the licence states that "Specifically excluded from the term Property is ADVANCED DUNGEONS AND DRAGONS and its worlds and associated trademarks other than those elements which are also contained in or associated with the Property." A subsequent amendment to the licence dealt with the WotC merger of D&D and AD&D.]
15. The “game” of Dungeons & Dragons does not comprise a single book or board game; it comprises an entire universe of settings, rules, creatures and artifacts disseminated in books, magazines and other publications that were sold beginning in 1973. In addition, a derivative game called “Advanced Dungeons & Dragons” contained additional worlds with names such as “Dragon Lance,” “Forgotten Realms,” “Greyhawk Adventures,” “Spell Jammer,” and “Ravenloft.” Consistent with its derivative nature, many of the settings, rules, creatures and artifacts found in the Dungeons & Dragons publications are also found in the Advanced Dungeons & Dragons publications.
25. Wizards-controlled TSR began to meddle and interfere with the production [of the original D&D movie]. For example, TSR complained that the budget was too low, even though it had no contractual right to do so, and it refused to grant Sweetpea’s request for an extension for the principal photography deadline to take advantage of spring flowers in Romania, where the motion picture was being filmed.
Defiitions section of the licence: "Territory": the Universe; "Term": In perpetuity, unless earlier termination pursuant to Paragraph 15 hereof.
The licence fee was 2% of the final production budget of the original movie, with a minimum of $350,000.
Some aspects of Sweetpea's pleaded defence strike me as pretty far-fetched, like its arguments of unclean hands and laches against Hasbro (paras 118 and 119 - esp the laches )delay) argument, given that in para 4 of the counterclaim they accuse Hasbro of going off half-cocked). The real issue, I would assume, is in the construction of the contract.
As I read clause 19 of the agreement, a breach of the licence terms by Sweetpea doesn't end the licence unless it is a so-called "termination breach", but the way these are defined they cannot now occur. Clause 15 of the specifies Hasbro/WotC's reversion rights, but only in relation to the original movie. The key is therefore the amendment to the agreement negotiated as part of the settlement between Sweetpea and WotC at the time the original movie was made.
Paragraph 6 of the 1st amendment specifies that if sequels are not made within 5 years, the right to make sequels reverts to TSR/WotC/Hasbro. Sweetpea, in its counterclaim, is arguing that even if this has happened WotC would not acquire the other rights - like the right to use the D&D name for a film - which have been exclusively and perpetually licensed to Sweetpea. As a piece of contractual construction that strikes me as implausible - there seems to me an obvious implication that a contractual right to make a sequel would bring with it other necessary associated rights, like the right to label in "D&D" - but I am not at all an expert in the interpretation of these sorts of licence agreements.
Hasbro seems to be arguing that, because the subsequent films were for TV rather than movie theatres, they don't count as sequels. On my reading of the contract, Sweetpea may well be in the right here: the reference to sequels does not itself seem to specify a particular medium/venue, and is followed by clauses dealing with both theatrical and non-theatrical releases. Presumably Hasbro's argument is that the reference to "non-theatrical" sequels meant straight-to-video rather than TV movies. In clause 5 of its counterclaim Sweetpea argues that the sequels were "non-theatrical motion pictures, not television motion pictures, as those terms are understood in the industry and in accordance with the license agreement" and that in any event, even if they were TV movies, they would still count as sequels. I don't know much about those movies, nor about the industry definition of TV movies, but I can see the force in Sweetpea's argument that even if TV movies they would in any event count as sequels.
However much Lorraine Williams may be to blame for the original agreement, WotC doesn't seem to have done itself any particular favours with the drafting of the amendment, and its ambiguity in respect of various media - unless, perhaps, that ambiguity was the best they could get in their settlement negotiations!
