waiting for resolution ED/RAZBAM Situation Info & Discussion

[deadghostjt]

4 minutes ago, AndyJWest said:

@deadghostjt: I very much doubt that ED was paying 'salaries' to anyone at Razbam. If Razbam's developers were getting salaries at all (rather than being subcontractors), it would be Razbam that paid them. Salaries are paid by an employer, to an employee.

 

 

 

 

Yes. But you probably get the point still. I think this is the way Spud made the point if I remember correctly or not, but technically ED pays to RB and RB pays the salaries. It was about paying for their work and it was stopped so RB can't pay salaries anymore or something.

[Tank50us]

7 minutes ago, AndyJWest said:

@deadghostjt: I very much doubt that ED was paying 'salaries' to anyone at Razbam. If Razbam's developers were getting salaries at all (rather than being subcontractors), it would be Razbam that paid them. Salaries are paid by an employer, to an employee.

 

 

 

 

exactly. I work in security. My paycheck comes from the company I work for. Not the company that contracted us for the service. Same applies here. A 3rd Part Dev makes a plane (like say the F-104 Starfighter), Lockheed and ED aren't paying the guy writing the code or making the 3D assets, "Starfigher Inc" is paying the artists and the coders. ED hands Starfighter Inc a check, and that gets doled out as needed.

3 minutes ago, deadghostjt said:

Yes. But you probably get the point still. I think this is the way Spud made the point if I remember correctly or not, but technically ED pays to RB and RB pays the salaries. It was about paying for their work and it was stopped so RB can't pay salaries anymore or something.

I had heard somewhere that before this all went public, RB hadn't been paying their people at all. Not for a lack of money... good lord I hope the alternative isn't true though...

[AndyJWest]

1 minute ago, deadghostjt said:

Yes. But you probably get the point still. I think this is the way Spud made the point if I remember correctly or not, but technically ED pays to RB and RB pays the salaries. It was about paying for their work and it was stopped so RB can't pay salaries anymore or something.

Everything I've read suggests that payments from ED to Razbam were stopped because Razbam breached the terms of their contract with ED. That's how contracts work: you agree to do something. The other party agrees to do something else. In the simples terms, if one party to a contract doesn't comply with it, the other party isn't obliged to either. 

 

 

 

[deadghostjt]

2 minutes ago, AndyJWest said:

Everything I've read suggests that payments from ED to Razbam were stopped because Razbam breached the terms of their contract with ED. That's how contracts work: you agree to do something. The other party agrees to do something else. In the simples terms, if one party to a contract doesn't comply with it, the other party isn't obliged to either. 

 

 

 

Yes. Both parties can be autistic in a lose-lose stalemate that serves nothing or try to find a somewhat win-win solution. <profanity> is already in the pants and it's time to clean it, not to spread it around. If both parties think they gonna win in court they go straight there. Other party not so sure makes the deal sweeter or folds. But DCS modules don't need to be anymore hostages.

[Ignition]

People assumes Razbam breached their contract, but what IF the contract wasn't well specified and was ambiguous?. The breach of the contract ad IP infringement is a claim by ED, it may be right or not.

[AndyJWest]

9 minutes ago, Ignition said:

People assumes Razbam breached their contract, but what IF the contract wasn't well specified and was ambiguous?. The breach of the contract ad IP infringement is a claim by ED, it may be right or not.

Any business having the slightest degree of common sense will get their lawyers to look over a contract of this magnitude before signing it. Lawyers are paid to make sure contracts aren't 'ambiguous'. As for whether there really was an IP infringement, again, ED wouldn't be making such a claim without running it past their lawyers first. That isn't to say that they are necessarily correct, but they surely must have some sort of case to argue.

[Tank50us]

1 hour ago, AndyJWest said:

Any business having the slightest degree of common sense will get their lawyers to look over a contract of this magnitude before signing it. Lawyers are paid to make sure contracts aren't 'ambiguous'. As for whether there really was an IP infringement, again, ED wouldn't be making such a claim without running it past their lawyers first. That isn't to say that they are necessarily correct, but they surely must have some sort of case to argue.

Exactly. If any of you ever wondered why car loan or employment paperwork can be described as "Half the Amazon"... this is why. If you actually read the thing, it covers every POSSIBLE loophole a person could try and exploit. And yes, people do try.

[AndyJWest]

1 minute ago, Tank50us said:

Exactly. If any of you ever wondered why car loan or employment paperwork can be described as "Half the Amazon"... this is why. If you actually read the thing, it covers every POSSIBLE loophole a person could try and exploit. And yes, people do try.

Yup. And note that the dispute is over IP. Contract lawyers know how to write contracts protecting IP - they do it all the time, and it's unlikely they'll mess it up. Fundamentally, ED's contract only needs to specify two things, as far as IP is concerned: (a) restrictions on who confidential information can be disclosed to, and (b) the uses such information can be put to. This is bread-and-butter stuff. 

[Oban]

4 hours ago, AndyJWest said:

Yup. And note that the dispute is over IP. Contract lawyers know how to write contracts protecting IP - they do it all the time, and it's unlikely they'll mess it up. Fundamentally, ED's contract only needs to specify two things, as far as IP is concerned: (a) restrictions on who confidential information can be disclosed to, and (b) the uses such information can be put to. This is bread-and-butter stuff. 

Hush now Andy, you'll shatter the illusion of dozens of the armchair legal experts here !!

[HWasp]

18 hours ago, cfrag said:

I cannot add a single fact, and yet, it seems that there are people who may lack imagination and/or experience. If (and that is a large IF) Spud's (probably also partisan) musings are partially true, then we also could consider the following hypothesis:

• ED has professional (TBS) and amateur markets (DCS). I believe that this is established fact. 
• It is entirely possible that the professional market eclipses the "amateur" (consumer) market when it comes to ROI. I think this is likely.
• Let us hypothesize that the professional market is very profitable. In that case licensing and services for TBS are likely to be a significant source of income for ED
• Let's further hypothesize that RZ saw themselves in a position to move into that professional market without licensing TBS themselves, meaning that they may have seen themselves as being in a position where they could provide services (and charge prices) similar to TBS without having to pay for licensing to ED.
• If RZ saw themselves in a position to move into that professional market without licensing TBS (i.e. provide services and licenses) to their clients, that would represent a clear threat to ED's professional (TBS) business model.
• In this case (and I am NOT saying that this is so), a logical move could be for ED to protect their interests by having RZ sign a TBS-related contract, securing their professional market source of income, and preventing RZ's clients to enter into TBS-like contracts without ED (note: not outright barring RZ completely, but allowing it only with/through ED).
• If RZ signed a TBS contract, they would likely have to pay license fees for any TBS-like services (i.e. services that build upon ED tech) that they offer to clients.
• We do not know the licensing structure, in that market, and it could be very different from ED's consumer licensing structure (which we don't know either). RZ's entire business case for entering the professional market may have collapsed if they included the TBS license, making it very unattractive to sign.

So, it's easily conceivable that there exists a constellation where significant sums are involved (I have no experience with defence contracts, but I am aware that contracts in the public sector are usually much, much more interesting than the consumer sector, and potential profits are larger by an order of magnitude). RZ may have hoped to be able to enter into that professional market without having to bring along (and/or pay licensing to) ED.

Signing the TBS contract could indeed have made - from RZ's point of view - ED the senior partner, or at least a major partner in the deal. That can go against the grain of the people at RZ if they believe that they did the entire acquisition work, and all they get from ED is - as they see it - a "we want a cut of your profits". I'm NOT discussing the legal side here, nor who is right or wrong. If large sums are involved (and they almost always are when defence contracts are in the mix), things tend to get difficult - especially if smaller companies are involved who have difficulties seeing past the large numbers. If a "dream-business case" collapses because of unforeseen (or perceived unjustified) expenses, this can be very upsetting even to experienced managers.

All of that is pure conjecture. I'm merely trying to point out that it is quite easy to come up with explanations (not justifications, explanations) for the dustup.

Allegedly the Tucano project was for "free" in return for high quality information about the plane. It was not a proper paid project, the DCS version based on that info would have been the money maker.

In this case it's easy to see, why they would be reluctant to sign a contract for an expensive licence if they don't actually have a paying customer.

That is likely the "small" detail left out the spud vid, otherwise it does not make much sense.

A "clever" grey area deal handled in the worst possible way by both parties, that is how I see it...

[cfrag]

1 hour ago, HWasp said:

Allegedly the Tucano project was for "free" in return for high quality information about the plane.

I do not know the facts, and above may well be true, or part of the truth. It seems to me that you also felt the need to put free into quotes, which aligns with my feelings: 1966 in "The Moon is a Harsh Mistress" Heinlein wrote TANSTAAFL ("There ain't no such thing as a free lunch"), and in a 2007 rant (in "Dreams with Sharp Teeth") the incomparable Harlan Ellison yelled "F*(% you, pay me!" into the camera -- highlighting that in business, nothing ever is free, and business is all about getting paid. 

So, respectfully, I hold strong reservations about the "free" bit. No for-profit company that wants to stay alive ever does something for free. So, if high-quality information was indeed the only remuneration for services rendered, it would have to have been worth the investment. I do not know the facts. And in this case I think the numbers don't add up, there may be something missing from the equation. And I do not know any of the facts, in case I did not mention that adequately before.

Edited May 1 by cfrag

[Nightdare]

59 minutes ago, cfrag said:

No for-profit company that wants to stay alive ever does something for free

 

Nor do Non-Profit companies do anything for free if they want to survive

[HWasp]

2 hours ago, cfrag said:

I do not know the facts, and above may well be true, or part of the truth. It seems to me that you also felt the need to put free into quotes, which aligns with my feelings: 1966 in "The Moon is a Harsh Mistress" Heinlein wrote TANSTAAFL ("There ain't no such thing as a free lunch"), and in a 2007 rant (in "Dreams with Sharp Teeth") the incomparable Harlan Ellison yelled "F*(% you, pay me!" into the camera -- highlighting that in business, nothing ever is free, and business is all about getting paid. 

So, respectfully, I hold strong reservations about the "free" bit. No for-profit company that wants to stay alive ever does something for free. So, if high-quality information was indeed the only remuneration for services rendered, it would have to have been worth the investment. I do not know the facts. And in this case I think the numbers don't add up, there may be something missing from the equation. And I do not know any of the facts, in case I did not mention that adequately before.

"Free", not free, that is not the same. They received detailed info in return, that would make it possible to sell a high quality and hopefully well selling module for the general public. I don't know the facts either but that way the story makes sense to me.

Their M2000 updates in the recent years were based on their work with the French Air Force, I assume you know about that.

Other than that, I don't really understand, how people imagine RB and that airforce running a full illegal product on DCS, completely cutting ED out? Run a cracked offline DCS version with their plane modded in? How would that even work? Risk-reward ratio?...

 

[AndyJWest]

3 hours ago, HWasp said:

In this case it's easy to see, why they would be reluctant to sign a contract for an expensive licence if they don't actually have a paying customer.

The thing is, Razbam will already have signed a contract, restricting the uses they can put ED's IP to.

You are right though, the explanation in the video lacks sufficient detail to make sense, even if it is correct.

 

[Tulkas]

I have not freaking idea about who is legally right, like everybody else writing here. I am only sure that the actions taken after the conflict are not in my interest as a paying customer.

Really the only leverage ED had was to stop paying Razbam for the work they have already delivered??Not to pay them for sales of the F15E which they have committed years of development and bring them to the brink of bankruptcy??

I don't buy that, sorry. How about just to say, hey Razbam, this Tucano module cannot come into DCS until you agree the terms. Period. That looks to me leverage enough and a much more fair approach for everybody, including the customers of existing modules. And better for ED itself I'd say. In the long run at least, in the short run we all know they have pocketed 100% of the gains of one of the most successful modules, made by others.

Even if ED is right on its claims, which I don’t know, the way they have acted has made them loose my confidence as a customer. Until I see how the resolution of this conflict is, I only buy DCS modules in 3rd party shops, so I am sure that my money goes first to the hands of those who have done the work. And then let a judge decided if that money should go elsewhere.

 

Edited May 1 by Tulkas

[Nightdare]

1 hour ago, Tulkas said:

I am only sure that the actions taking after the conflict are not in my interest as a paying customer.

 

Just a hypothetical question: the downfall of ED does what to your paying customer interest?

[Tulkas]

3 minutes ago, Nightdare said:

 

Just a hypothetical question: the downfall of ED does what to your paying customer interest?

The downfall of ED would affect very negatively to my paying customer interest. 

It is quite obvious, isn't it?

[Aapje]

13 hours ago, AndyJWest said:

Yup. And note that the dispute is over IP. Contract lawyers know how to write contracts protecting IP - they do it all the time, and it's unlikely they'll mess it up. Fundamentally, ED's contract only needs to specify two things, as far as IP is concerned: (a) restrictions on who confidential information can be disclosed to, and (b) the uses such information can be put to. This is bread-and-butter stuff. 

Defining limits on what others can do is not at all easy. According to the rumors, Razbam didn't exactly do what the rules are written to prevent, which to develop a module for DCS that is sold to non-consumers. Ron might have thought that he had found a loophole.

Stating that you know that Ron is in the wrong, even though the contract is not public, and the exact behavior is not fully clear, is irresponsible. Your gushing over how perfect contract lawyers are, ignores that you don't even know whether Razbam asked a contract lawyer their opinion on whether what they did was legal.

And contract lawyers are not gods. Lawyers in general are primarily trained to communicate without ambiguity, how words tend to get interpreted, and how judges tend to judge. However, they don't necessarily have the domain knowledge to know what the contracts should guard against, especially for smaller companies like ED, that probably won't have enough work to keep even a single lawyer busy for more than a few days a month (in contrast to a company like Disney, for example).

Also, there are many grey areas in law, where no one knows for sure how the judge will decide, also because there is a lot of leeway in what judges factor in, and to what extent. For example, there can be a big difference between them sticking strictly to the exact words of the contract, or them factoring in the intent behind the contract.

10 hours ago, Oban said:

Hush now Andy, you'll shatter the illusion of dozens of the armchair legal experts here !!

You realize that your are praising an armchair legal expert just because he says the things you want to hear, right?

[AndyJWest]

3 minutes ago, Aapje said:

According to the rumors, Razbam didn't exactly do what the rules are written to prevent...

According to rumours, Queen Elizabeth II was a shape-shifting lizard.

I'd rather base my comments around what I do know, than what I don't. And I didn't state that Ron was wrong. I merely pointed out that vague waffle around 'loopholes' etc is entirely unsupported by evidence. If you want to believe that contract lawyers are routinely incompetent, fine, believe that. Just don't expect other people to take your word for it.

 

 

 

 

[deadghostjt]

2 hours ago, Tulkas said:

I have not freaking idea about who is legally right, like everybody else writing here. I am only sure that the actions taking after the conflict are not in my interest as a paying customer.

Really the only leverage ED had was to stop paying Razbam for the work they have already delivered??Not to pay them for sales of the F15E which they have committed years of development and bring them to the brink of bankruptcy??

I don't buy that, sorry. How about just to say, hey Razbam, this Tucano module cannot come into DCS until you agree the terms. Period. That looks to me leverage enough and much fair approach for everybody, including the customers of existing modules. And better for ED itself I'd say. In the long run at least, in the short run we all know they have pocketed 100% of the gains of one of the most successful modules, made by others.

Even if ED is right on its claims, which I don’t know, the way they have acted has made them loose my confidence as a customer. Until I see how the resolution of this conflict is, I only buy DCS modules in 3rd party shops, so I am sure that my money goes first to the hands of those who have done the work. And then let a judge decided if that money should go elsewhere.

 

This.

 

Just both sides take this IP part to court and settle it there. Leave modules out of it. If ED has actually no case in court then they should make the new co-op deal sweet enough for RB to take it. They are not entitlet to anything their pre-fight contracts forgot to mention if the case in court doesn't hold good enough. They can only let RB do their thing with Equador or make RB their well enough paid partner in this if they want to come part of the deal. Or win in court if the case is good. Just try to be better next time making deals with other countries with your own product and make your other contracts water proof this doesn't happen again. I can only understand this show of force module leverage if other 3rd party developers aren't yet signed this new type of agreement making this stuff impossible again, but it's not actually RB issue anymore then but to make others take the deal. And I am actually on both sides here hoping both thrive and succeed in the future which is good for customers too. Problem these days is people's egos are writing cheques their body can't cash. Everyone wants to be the supreme moral winner in hearts and minds but are not actually able to do it in real life. Just take the best offer with the actual leverage you got and continue winning elsewhere.

[cfrag]

4 minutes ago, AndyJWest said:

Queen Elizabeth II was a shape-shifting lizard.

That's silly. Why would a lizard pose as a ship???

[MAXsenna]

That's silly. Why would a lizard pose as a ship???

Ever heard about Transformers?

Sent from my SM-A536B using Tapatalk

[Aapje]

3 hours ago, AndyJWest said:

I'd rather base my comments around what I do know, than what I don't.

Except that's not actually what you are doing, since you are basing your comments on a lot of speculation. You are just not making it clear that it is speculation, and present it as if it is based on fact.

3 hours ago, AndyJWest said:

I merely pointed out that vague waffle around 'loopholes' etc is entirely unsupported by evidence.

That's why I never claimed that the loophole exist, but rather that we cannot dismiss the possibility of a loophole. It is honestly rather telling that you characterize carefully hedged comments as 'vague waffle.'

Your claim that there is not a loophole is actually a claim that is unsupported by evidence. Again, the contract is not public. You don't have it. So how can you be sure that there is no loophole? You can't, obviously.

3 hours ago, AndyJWest said:

If you want to believe that contract lawyers are routinely incompetent, fine, believe that. Just don't expect other people to take your word for it.

I never said that they are routinely incompetent, that is just you putting words in my mouth. I merely said that it is a definite possibility.

There have been cases where lawyers missed a loophole where the stakes were way higher than here. For example, the J. Crew refinancing loophole, where J. Crew managed to remove $250 million of collateral from a loan agreement, which they then used to get new loans.

Edited May 1 by Aapje

[AndyJWest]

Frankly, if I was doing business with a subcontractor who looked for 'loopholes' in a contract between us in order to use my proprietary IP (my only major asset, and the core of my business) for purposes other than those it was provided for, I'd seek to terminate the relationship at the earliest opportunity. 

Edited May 1 by AndyJWest

[Oban]

Ron caught with his hands in the cookie jar, but it's everyone else's fault..