Here is a list of questions that have arisen with regard to past history between Martin Wallace and FRED related to the current lawsuit. The answers below are written by FRED and supplemented with emails written by Martin Wallace and Glenn Drover:
1. In 2009, FRED Distribution published Railways of England and Wales, designed by Martin Wallace, and in 2008 FRED published a second printing of Brass, again designed by Martin Wallace. The lawsuit states that "Wallace has failed to develop a board game and transfer all his rights, title, and interest in and to said board game to FRED." Please explain how the publishing arrangements stated above came about, and why neither of them satisfies the condition stated in the lawsuit?
In both cases, FRED paid Wallace advance royalties for these games and thus bought a time-limited license to print each of them. At no point did either FRED or Wallace negotiate for, nor give any thought to, either of these titles as fulfilling the 3/7/05 Agreement which is for "ALL rights, title and interest" in a game not just a "license to print" deal. For his part, Wallace has continued to this day (earlier in July, 2009 for instance) to acknowledge that he received 5,000 GBP to design a game for Eagle (now FRED) that he has yet to submit to FRED. What he now also contends is that he is owed an additional 5,000 GBP upon completion of that game based on a "verbal agreement" he claims he had with Glenn Drover. Drover has consistently denied any such agreement, nor is any such agreement mentioned in the written 3/7/05 Agreement between the parties.
2. Please explain who or what purchased the rights to contracts held by Eagle Games and when? Amongst other rights purchased, how did FRED Distribution come to have the rights to this as-yet-undesigned game from Martin Wallace?
At a publicly-advertised auction in early August, 2006, held by Amcore Bank in Chicago, for a very substantial sum in excess of $200,000, Funagain Games LLC bought "substantially all of the assets" of Eagle Games including inventory, contracts, IP, intangible property pertaining to this inventory, etc. --all of which had been pledged as assets to Amcore Bank by Eagle Games for loans made. The intangible property assets included the March 7, 2005 Purchase Agreement between Eagle Games (Glenn Drover) and Martin Wallace. In May of 2007, Funagain Games LLC sold all of the remaining inventory and contracts/IP to FRED Distribution, Inc. including the above-referenced Agreement, for a sum in excess of the sum that Funagain paid at the Amcore Bank auction in 8/06.
At the time this auction and sale of rights was held and finalized, Eagle Games had not declared bankruptcy.
3. Please explain the operating and managerial structure of Funagain at the time of the Eagle Games inventory purchase in 2006 and the separation of FRED and Funagain in 2007?
Funagain Games is an LLC and was so in 2006 as well. In 2006, there were several partner/members with a minority interest (there have been as many as 12 at various times) in Funagain Games LLC. When Funagain purchased the Eagle assets in August, 2006, FRED was started up at that time as a sub-division within Funagain to distribute and sell the large amount of new Eagle inventory, and to publish new games. After 8 months of trying to make these disparate entities work together, all involved decided it would be best if FRED split off and formed its own separate Corporation in May, 2007. At that time FRED hired its own employees, moved its warehouse from Oregon to Chicago, and purchased from Funagain the Eagle Games assets and Contracts and Agreements mentioned above.
4. Martin Wallace has stated in Feb. 2009 on BGG (http://www.boardgamegeek.com/article/3160224#3160224) that FRED and Funagain are "effectively the same company." What connections, if any, remain between the two companies today?
Martin Wallace chooses to remain “publicly” confused about this, in spite of the fact that he has been told the differences and knows better. To this day, Rick Soued is one of several partner/members in Funagain Games. Since May 2007, Soued has also been one of several shareholder/partners in FRED. Besides a common web server and the services of the same independent web contractor, Rick Soued is literally the one and only common link/partner/investor between FRED and Funagain. These two companies are otherwise entirely separate legal entities, operating in two very different sectors of the games business, housed in separate facilities in states spread out across the country, and with no common employees, etc.
All of the investors and employees in both Funagain and FRED are avid games players. For everyone involved in both entities, this is a case of getting to “work” at your favorite hobby. ALL of the employees of FRED are also investors in FRED. They all work for modest salaries and most are dependent for their livelihood on the games business. Part of that dependence involves games designers. When FRED contracts with (or otherwise purchases a contract with) a designer, we depend on that designer’s good faith in abiding by the terms of that contract. When a designer decides to ignore the terms of that contract with us, or he decides to design a similar game as the game we contracted for and sell it to another company, or even publish it on his own, he is endangering our collective livelihoods. We believe that is exactly what Martin Wallace has done in the case of both Railroad Tycoon and now Railways of England and Wales as well. We hope that this is not true of Struggle of the Empires (possibly conflicting with the new Rise of the Empires) and Brass (possibly conflicting with “Brass 2”). Yet, in spite of numerous requests on our part, dating back over two months, Wallace has refused to send FRED copies of these two games (not even the rules), so FRED has not been able to make comparisons.
5. How did Keith Blume become associated with FRED?
For several years he worked for Eagle Games, in 2005-2006 he was their Marketing Director. In September 2006, he joined Funagain when it bought up substantially all of Eagle's assets. And in May 2007, when FRED separated off from Funagain, he became Managing Director at FRED, a position he still holds today.
6. When was Martin Wallace informed that he needed to submit a game design to Funagain/FRED to fulfill his existing contract with Eagle Games?
Glenn Drover wrote Wallace the following email on October 31, 2006:
"The contract between you and Eagle states that you owe Eagle (now Funagain) a game design to complete your obligation. It doesn't have to be Civ, but any design. They have right of first refusal on your designs as you do them until they find one that they want to publish."
Martin responded on the same day:
"Thanks for the quick reply. It would be easier for me to provide a game design that met Funagain's requirements, i.e. do they want something heavy/light, historical etc. I was working on the civ game on the basis that this would meet my obligation to Eagle. I can either deal direclty with Funagain or go through yourself with regards to the game, which would be best?"
Glenn then told Martin to be in touch with Jeff, a Funagain partner, and the next day Martin wrote to Jeff:
"Subject: Message from Martin Wallace Date: Wed, 1 Nov 2006 13:40:43 -0000 Hi Jeff, Glenn Drover gave me your email address. I was working on a Civ game for Glenn, for which I had been paid half the money in advance. It looks highly unlikely that such a game could be published now. However, if you have taken over Eagle then technically I owe you a design. I wanted to touch base with you to find out what your long-term plans are. What I would prefer to do is a design a game that meets your requirements, which is what I was doing with Eagle before they went bump. I don't know what your long-term plans are, which is pretty much why I'm writing to you.
Best wishes
Martin Wallace"
FRED notes that this says he was "working on a Civ game for Glenn Drover for which I had been paid half the money in advance". Funagain was told nothing further about this game nor this money, nor his further dealings with Glenn about the matter. Glenn has since said that this was not part of any agreement he had with Martin, and the signed 3/7/05 Agreement between them has no such understanding covered in it either.
Please check out the timing here. These emails were written by Martin Wallace on October 31 and November 1, 2006. Clearly he recognizes the obligation he has to Funagain/Eagle to provide a new game as per the 3/7/05 Agreement with Eagle. He also knows (but Funagain does not—see below) that he has agreed to provide a “right of first refusal” to Funagain for all of his games designed (at the very least) before December 31, 2006 (and beyond that date as well since none have been submitted so far). Around the exact same period of time, Wallace has submitted his new design “Age of Steam 3” (aka Age of Steam light) to Fantasy Flight (which did not accept the design) and then to Mayfair (either shortly before or after November 1, 2006, but at any rate clearly before January 1, 2007), which eventually accepted the design. We know this because Martin Wallace signed the contract between Wallace and Mayfair for “Age of Steam” on exactly January 1, 2007. Thus he clearly is knowingly in breach of the 3/7/05 Agreement at this time.
But not only just for the “right of first refusal” on a third game, also for the fact that he has no right to sell “all revisions, updates, and specific derivations” of Age of Steam either (quotes taken directly from the Mayfair/Wallace Age of Steam Agreement).
To those who might be inclined to doubt this, take a look at the following emails exchanged between Martin Wallace and Glenn Drover in late May, 2005—just two months after they executed the 3/7/05 Agreement
Hi Glenn,
I have been approached by a guy called Guido Apria, the designer of Mamoonia. He has asked if he can reprint Volldampf and Princes of the Renaissance. I have said that it is possible but that with Volldampf I would have the check with yourself. The game is an earlier version of Age of Steam that was published by Kosmos in 2001. It is now out-of-print. It did not sell very well, possibly due to a mistake in the rules ruining the game play. Volldampf uses the cube movement of AoS but has pre-marked railway links. Personally I don't think it would have any impact on the sale of Railroad Tycoon. What are your feelings on this matter?
With Princes of the Renaissance I think that having an Italian producer would be a good idea, given that that is where the game is set. However, if you say to me that you would be interested in the game then we need to talk further about it. It might be that some joint deal could be worked out.
Best wishes
Martin 5/29/05
----- Original Message -----
From: "Glenn Drover" <glenn@********>
To: "'Martin Wallace'" <martinwallace@********>
Sent: Tuesday, May 31, 2005 7:05 PM
Subject: RE: Question
> Hi Martin,
>
> I wouldn't want to see any Age of Steam of Volldampf variant published
> this year. We can talk about it for next year, but I think that we
> would only be shooting ourselves in the foot to allow someone else to
> publish a game using the cube movement mechanic sooner than next year.
>
> Princes of Renaissance is no problem. We can't do anything with it
> for the foreseeable future.
>
> Thanks for checking with me.
>
> We playtested the new RR Tycoon rules and liked a couple things, but
> overall found the original vastly superior. It was such a simple/
> elegant design. My current plan is to take the best of both and a few
> of our ideas and blend them.
>
> Cheers, Glenn
The 3/7/05 Agreement may not have been the best written legal document, but its intent with regard to prohibiting Martin Wallace from ever again producing, assigning or selling a version of Age of Steam (besides exactly the original one) was quite clear, and most importantly, that intent was quite clearly understood by both Martin Wallace and Glenn Drover, as is evident in the above email exchange.
Furthermore, when John Bohrer later prevailed in the USPTO by obtaining a trademark for that name, that should have ended forever Wallace’s claims on the ownership of or rights to Age of Steam and any and all variants of it. Wallace, but not Funagain (again see below) absolutely knew that he was specifically prohibited by the 3/7/05 Agreement from signing that 1/1/07 Agreement with Mayfair, but he did it anyway. Breach of contract number two, but unfortunately not discovered by FRED until early July, 2009.
7. What game designs, if any, has Martin Wallace presented to Eagle Games/FRED since this time in order to fulfill this contract?
NONE! In spite of Wallace's acknowledgement that he owes FRED a design, and in spite of Wallace’s clear understanding that he owed Eagle/Funagain/FRED a right of first refusal on all of his designs--many, many designs have been submitted to (and several published by) other companies but not once has Wallace submitted a design to FRED for consideration to honor his commitment as per the Agreement -- a design that he has been paid for -- substantially and in full.
By way of illustration and reminder here, please re-read this excerpt from Wallace’s email to FRED (in this case Keith Blume) which he wrote on July 5, 2009:
“I am willing to make the following deal. In return for the outstanding Mordred money and you sending the remaining copies by airmail to my home address, which should be done this coming week, I will provide the Brass files and regard your reprinting of Age of Steam as fulfilling my requirement to provide a further design to Eagle.”
The Mordred money in question was paid in full by FRED to TSUK (not Martin personally) on August 5, 2009. The “remaining copies” (free samples of his published games) were sent to him and received in late July, 2009. Martin stole FRED’s paid-for Brass files (in May we believe) and has never returned them (as of 9/12/09). And very clearly he continues to acknowledge his debt to FRED for designing a “third game” –note that here he offers up Age of Steam (already sold by Martin to John Bohrer, Eagle Games, and Mayfair Games) to FRED as fulfillment of that obligation.
8. On Jan. 27, 2009, Keith Blume posted the following note on BGG :
At Essen, Martin Wallace came to the FRED booth to discuss Age of Steam. He let us know he was unhappy that we were reprinting the game. He acknowledged that his legal situation with John Bohrer had been resolved, not in his favor, by the US Patent and Trademark Office. On the spot, we offered to give Martin both a design credit and pay him a royalty. Martin clearly and unequivocally refused both -- saying he did not wish to have his name associated with this edition of the game. While at Essen, FRED also met and spoke with our friends at Mayfair. We mutually agreed that the spat between Martin and John had been resolved as best it ever would be, and we mutually concluded, quite amicably, that the "right way" to proceed, given our mutual investments in the two productions, was to go forward with our respective releases and wish each other the best of luck. Which we did. This will be our only public statement as to Martin's comments, and the Bohrer/Wallace situation.
Notwithstanding the statement above, the lawsuit claims that "Wallace's assignment, transfer, license or sale of the rights, title, and interest in and to an iteration of 'Age of Steam-Variant' to a third-party manufacturer of board games" has resulted in damages to FRED. Mayfair's development of Steam was widely known throughout 2008, including Wallace's intention to "have an introductory version of the game which is simpler and quicker than the original." (Quote from the Warfrog Games website: http://www.warfroggames.com/Aosprogress.html) What has changed since Jan. 27 that made this lawsuit necessary?
8A) First and foremost, when Funagain won the auction in August, 2006 and obtained the 3/7/05 Agreement, only pages 1,4,6,7,8 (the signed pages) were given to Funagain by Amcore Bank. Pages 2 and 3 were missing. All attempts at the time and since to recover copies of those two pages had proved fruitless until early July, 2009 when Glenn Drover found a complete copy of the entire Purchase Agreement on an abandoned hard drive in his garage. Though FRED had been able to determine that Eagle had bought "ownership" in the mentioned games and not only just license rights, logos, trademarks, etc. from the pages we had, without the missing pages 2 and 3 we were not entirely certain of what exactly we had bought and/or upon what terms. Now found, these pages clearly show that Martin has breached the contract, notably in that he had no right to contract with Mayfair for Steam. We had always thought it strange that Eagle did not cover (and smother) the possibility of Wallace designing/producing another similar train game using comparable mechanics, but with pages 2 and 3 missing we were not able to effectively challenge Martin or Mayfair when Steam was announced. Correspondence at the time brings up the concern we had, but because we were missing legal language to the contrary (as found on pages 2 and 3 on the Agreement), we assumed we just had to "live with the situation" of the clear cut infringement that Steam represents to our Railroad Tycoon franchise and any offshoots we were planning for it. Hence the conciliatory language and best wishes to Mayfair expressed at Essen; and on January 27, 2009 above as expressed by Keith.
8B) However, Wallace was not content with this conciliatory language. In spite of the fact that we were willing to let matters play out as they would with the release of Steam, and in spite of the fact that we offered him a design credit and a royalty for Age of Steam--a conciliatory gesture motivated solely by wanting to have ALL of the controversies behind us and to proceed on, Wallace wouldn't let his vendetta against Bohrer (now transferred to us as well) go. On February 26, 2009, Wallace issued an extremely lengthy posting on BGG ranting and raving against FRED, calling us “stupid”; accusing us of being knowingly in receipt of stolen property and “ripping designers off.” Since February, Wallace has continued to issue publicly defamatory comments aimed at FRED in spite of our requests of him to cease doing so. Wallace has continued to threaten us with lawsuits and injunctions, and legal actions over copyrights, etc. He issued a public statement of non-support for our new game--his design--Railways of England and Wales--by contending on BGG (5/26/09) that he is still "pissed off" at FRED and wanted us to GIVE him back this design (this was 21 days before its release and well after thousands of dollars had been paid to him for the design, many hours of time spent on developing it, and thousands of dollars more paid to publish it).
These examples of public degradation and false accusations culminated, of course, in Wallace’s July 23, 2009 issuance of the following statement:
“I do not want to make too many comments about the case but there is one very important issue which people should be aware of. I do not have an original copy of the contract as it was lost during a house move. The contract included with the summons is a copy of a fax that I sent from a friends fax machine, Jane Longden. It seems that even FRED do not have an original copy of the contract. Note that the second and third pages of the contract do not have her name as a header. The reason is that these pages were not part of the original contract. They have been added subsequently by FRED. No designer would ever sign up to the clauses in those two pages.
Make of that what you will.”
As Glenn Drover has clearly demonstrated, these missing pages certainly and unequivocally were part of the original contract, delivered to Wallace on March 4, 2005 and Martin Wallace equally clearly “signed up to the clauses in those two pages” on March 7, 2005 in spite of his July 23, 2009 false accusations and assertions to the contrary.
As Martin said, make of that what you will.
This sort of libelous accusation (e.g. that FRED subsequently added pages) and outright deceit on Wallace’s part, have made and continue to make it very difficult for us to have any reasonable chance to resolve our differences with Martin Wallace.
8C) The missing pages 2 and 3 of the Agreement clearly confirmed the terms whereby Wallace owed FRED an unnamed product design that he had been paid 5,000 GBP for, establishing a debt which he has made no attempt to satisfy for several years.
8D) Subsequently he has steadfastly refused to honor this (acknowledged) debt and he continues to claim that he is owed another 5,000 GBP for this design--even though absolutely no basis for this claim exists. On February 26, 2009, Wallace wrote me an email that again acknowledges he owes us a design and that he was paid 5,000 GBP for it, yet he still again asserts that he is due “another 5,000 BGP on completion.” He continues: “That was a verbal agreement. Glenn knows that and if he says otherwise then he is being dishonest.... If you think I am in breach of contract, then please feel free to sue me.” Five months of patient restraint later, we have honored his request.
8E) He has refused to consider our reasonable offer of a credit of the 5,000 GBP he was paid for this game against future royalties to be paid to him from FRED for Brass and Railways of England and Wales.
8F) As part of the contract we signed with him for Brass, Wallace sold FRED, for the sum of 1,000 GBP, the “art/print/computer production files for that game”. For months now, he has denied FRED access to those files, going so far as to remove them from the custody of Solid Colour, LTD and its Director, Amanda Cummings, who had held those files for use by FRED.
8G) On July 7, 2009, Wallace posted the following notice on BGG:
“There will be two expansion maps for Steam available from Warfrog in time for Essen. These are designed for Steam but if anyone wants to convert them to Age of Steam that’s fine by me. The new maps add an extra dimension to the game. You can either choose to play the base/standard rules or you can use the stocks and shares rules that come with the expansion.” Anyone familiar with our new Railways of England and Wales expansion, published in June, 2009 and based on a design bought from Wallace, will recognize that this description of a new Steam expansion is identical to the concept realized in our new game. This is once again, Wallace selling a design to a publisher, and then almost immediately selling and/or publishing that same design/concept again. Legal? Doubtfully. Ethical or reasonable? Not at all, and in light of the 3/7/05 Agreement, very definitely not at all.
8H) Wallace has so far refused to consider allowing even a portion of the royalties he has earned and will continue to earn from Mayfair for Steam to be applied toward settlement of this issue.
8I) Wallace has refused our request for arbitration—which we proposed as a far preferable means (vs. litigation) to resolve these differences. We are also willing to consider mediation.
8J) Another issue that arose in July, 2009 between FRED and Wallace had to do with the game Mordred. In early July, 2009, Wallace began badgering FRED to transfer money to his own personal bank account and/or that of his wife, Julia, in payment for Mordred, a game that FRED volunteered to help Wallace sell in an effort to raise money for the UK charity TSUK. On August 5, 2009, FRED donated $3,729 to TSUK—the proceeds received from the sale of Mordred. FRED did not owe this money to Martin Wallace personally and refused to put it into his or his wife’s personal bank account, as he had tried bullying FRED into doing.
8K) In short, increasingly since January 27, 2009, we have reached the point of utter frustration in dealing with Wallace and felt that this lawsuit was the only remaining option by which we could get his attention. Even so, we recognize that the only truly reasonable course that this matter can take is settlement through honest and reasonable dialogue. We have just been at a loss as to how to make that happen. Hence the filing of the lawsuit.
September ’09 Update
In spite of the lawsuit and the very clear evidence against him, Martin Wallace continues to stonewall any reasonable attempts to settle this matter. FRED waited over 6 weeks for him to return from a holiday, and on September 6 we wrote to Martin in an attempt to get these matters settled. Here is the letter that FRED wrote and the settlement proposed, and here is Martin Wallace’s response.
Dear Martin--
Welcome back.
According to the order of the court on September 1, your attorney has until September 29 to file an answer or otherwise plead. And then discovery, and all of its incumbent fees, is ordered to commence on October 1, with a new hearing scheduled for November 3.
According to your attorney, you have told him that you are working with us on a settlement. And you advised us, just before you left for a 6 week holiday in July, that you were interested in an "amicable" settlement of our differences.
There is a relatively small window, in the next 2 weeks or so, to settle this matter so that the legal fees do not begin to pile up substantially and in earnest.
I have attached a list of settlement agreement points. If you will promptly agree to these points, I will formalize them into a document for our signatures and we can be done with these matters and move on.
We would appreciate your reply to this email within 24 hours, showing that you are earnestly willing to communicate with us (in the absence of lawyers) to get these matters resolved "amicably" and promptly.
Sincerely Yours--Rick Soued for FRED Distribution, Inc. 9/6/09
Attached settlement proposal:
Settlement agreement points between FRED and Martin Wallace (MW)
1) MW owes FRED $9,617 for the undesigned/unsubmitted “third” game. To settle this debt:
a) FRED will not pay royalties for Brass or for ROEW to MW until they total $9,617, recognizing that in the case of ROEW there are advance royalties already paid by FRED which will first be credited against future royalties as well.
b) FRED will collect 100% of all royalties (directly from Mayfair) due to MW for Steam and all Steam expansions until such time as a) above and this section b) total $9,617, after which time,
per 2a) below, 75% of all such royalties related to Steam and its expansions will be paid to FRED, going forward, for an infinite period of time.
c) MW agrees to give FRED, outright, the overall rights—ideas, concepts, rules, etc. to Brass and the so-called “Brass 2” expansion as submitted to Kosmos and Pegasus.
2) MW breached the 3/7/05 Eagle Agreement by signing a contract with Mayfair for Steam. To settle this:
a) Warfrog/Treefrog and MW will immediately cease and desist the development and/or publishing and/or sale of any Steam expansions. Whilst Warfrog/Treefrog is specifically prohibited from publishing and selling any Steam expansions, for any other expansions that have already been or may be developed and/or published by other individuals, companies or any other entities, MW agrees to allow 75% of all royalties which may be due to him on all of these (directly from Mayfair or other publishers where or as applicable) to be paid directly to FRED, going forward, for an infinite period of time.
b) MW will issue a statement, which FRED will draft, which will immediately be posted on: 1) the Warfrog website front page, where it will remain for the next 5 years, and 2) the Boardgame News website; and 3) the BGG forums related to Steam, Age of Steam, ROEW, RRT, etc., and 4)
wherever else that FRED deems appropriate to post it. This statement will generally apologize
to FRED for MW inappropriately signing the contract for Steam with Mayfair and for very
inappropriately and unjustifiably demeaning and discrediting FRED with inaccurate public
statements and postings over the course of the past year.
3) MW has generally not helped, nor even supported, the development of ROEW. To settle this:
a) MW agrees to willingly and actively monitor, on an everyday basis, the ROEW BGG forum and to answer any and all rules-related and other questions about the advanced version of that game—i.e. the rules written by MW himself for the ROEW game.
b) MW will issue a statement, drafted by FRED, to be posted on the BGG ROEW forum, which credits Sean Brown and the FRED team with the entire development of the ROEW “basic” game and makes it clear that MW’s work on the ROEW game was confined to the advanced game and its rules.
Wallace responded on September 6, 2009:
Dear Rick,
I am happy to discuss a settlement after you have provided a readable version of the original Eagle contract, not one made up of faxed parts. I will also need to talk to my attorney further about this matter.
I'm amused to see that you have not offset the money you owe the TSUK for Mordred, did that slip your mind?
Yours
Martin
Soued response on September 6, 2009
Dear Martin--
On July 27, 2009, Glenn Drover sent you (and me) copies of all the emails exchanged between the two of you in late 2004 and early 2005. Glenn's emails referenced a copy of the "original Eagle contract" which was attached to his 3/4/05 email to you. I have attached a copy of that attached contract for you. Your attorney has already received a copy of the same.
Your most recent public statement was both libelous and entirely false. Specifically that "these pages were not part of the original contract" (they were!) and that "they have been added subsequently by FRED" ( a libelous statement meant to undermine our reputation), and finally that "No designer would ever sign up to the clauses in those two pages" ( you most certainly did, and your present denial just makes you look even more deceitful). Your deceit reaches a higher level when you consider your baseless public criticism of FRED in Feb. '09 about your fictitious rights to Age of Steam. In the 2004-2005 emails, you clearly state that you needed John Bohrer's consent to sell the rights to the Age of Steam variant, and that you and Bohrer had agreed that he would get 50% of what Eagle paid you in the contract for the Age of Steam variant. You then clearly state that John gave you his consent and that you were going to pay him the 50%. Yet, according to John, you never talked to John, you never got his consent and you never paid him anything, as John will tell you and anyone else--lawyers or journalists or otherwise--who asks.
There are even more issues that these 2004-2005 emails clear up, and these emails, authored by you, do not paint a very flattering picture of you, Martin. They certainly make it clear that you knew exactly what you were signing away when you signed the March 7, 2005 contract, thus making it very obvious that you also knew you had no right to sign the January 1, 2007 contract with Mayfair for the same rights you had already sold to Eagle in March, 2005. So far, these emails have not been made public because we wanted to give you a chance to settle with us before they went public. The emails are your own words, Martin, no one has added anything to them. The contract of March 7, 2005 is the one you signed, no one has added anything to it.
We are trying to give you a realistic and reasonable "out" by allowing you to agree to the settlement terms that you were sent several hours ago. And yet you now seem to want to dally about, seeking legal help that two months ago you complained you could not afford. Instead, you need to get real about settling this quickly and possibly saving some face. Though we could ask you to refund all the money you owe us at once, we have tried to come up with a proposal that is fair and gives you a way to settle up without having to come up with the full amount that you clearly owe us all at once.
As mentioned above, I am attaching a copy of the March 4, 2005 email that Glenn sent you and a copy of the attachment (the contract) that is embedded on that email and on Glenn's personal computer--which he still has in his possession. Also included is your 3/7/05 response to that email, indicating that you have signed it and sent it back. Nowhere do you indicate that you would "never sign up to the clauses in those two pages" that you were sent two days before.
As to your "amusement" with regard to TSUK, I don't find it amusing at all. We donated the full $3,729 (in the equivalent of British Pounds) for Mordred to TSUK on August 5, 2009. Please remember that you yourself told us in a July 6, 2009 email to Keith Blume: "The money owed for Mordred is not my money. It legally belongs to the TSUK, which is a registered charity." The Mordred issue is a closed one, Martin. There's no sense wasting your time trying to bully us around any more on that tired subject either.
It's time to get serious about this settlement, Martin. You have had 7 weeks now to talk with your attorney, that's plenty of time. You have had 7 weeks to read and digest Glenn's copies of your 2004-2005 email exchanges, that's plenty of time. We have been very patient in waiting for you to return from a six-week holiday--more time off than many people get in an entire lifetime. Now it is time for you to get serious with us and settle these matters as we have proposed. There is likely to be a long, expensive legal proceeding, with a great deal of public disclosure of all related matters, if you do not come to terms with us in the very near future.
Yours, Rick
Wallace’s response on September 10, 2009:
Dear Rick,
I'm sorry to say that I cannot accept the settlement terms you have presented to me. Actually, I could not afford to agree to these terms, it's cheaper for me to continue the case. Also, as far as I can see, the FRED complaint contains many errors and contradictions. I am confident that your case will be dismissed.
If a settlement is to be reached then in my opinion it is better that a complete divorce is made between FRED and myself. This settlement should make the ownership of particular properties absolutely clear so that there can be no further legal issues in the future.
Here is an outline of the settlement I would be happy to agree to:
1. The outright ownership of Age of Steam to be clearly declared to belong to Martin Wallace. This will include the trade mark. This will require the agreement of John Bohrer. An amount to be paid to Martin Wallace equalt to the royalties for the first printing and the potential royalties for the second printing, if there is one in existence.
2. The rights to Brass to be returned to Martin Wallace. All potential future royalties to be paid in full.
3. The rights to the Railroad Tycoon system, now know as Railways of the World, to be the property of FRED.
4. All potential royalties for the Railways of England and Wales to be paid in full. The rights to that property to be assigned to FRED.
5. The rights to Struggle of Empires to be returned to Martin Wallace.
6. Ł2000 to be paid to Martin Wallace as compensation for the stress caused to his family before embarking on holiday.
7. All copies of Mordred to be returned to Martin Wallace at FRED's expense.
The legal costs of this document to be shared equally between Martin Wallace and FRED. The settlement should be signed by Rick Soued, John Bohrer, and Martin Wallace.
Yours Martin Wallace Sept 10, 2009
Maybe my reactions would be so obvious that they do not require stating/editorializing, but I am going to briefly respond anyway, point by point:
1. John Bohrer is not involved in the FRED suit filed against Wallace. Clearly FRED is not going involve itself with the registered trademark already legally assigned to John Bohrer by the USPTO, nor is it going to pay Wallace royalties for a game he has sold the complete rights to on multiple occasions. This just shows how off-base and unreasonable Martin Wallace continues to be and act. And this is amply demonstrated by the rest of his demands below.
2. Wallace ignores the contract already in place (which continues for several more years into the future)–as well as all of the money and time that FRED has spent to date on publishing this game.
3. Clearly, we already own the RRT rights and we paid plenty (via the Eagle purchase) for them. Wallace, of course, was the recipient of this payment.
4. Of course, Wallace ignores the fact that he has ignored/disowned the game to date, and that neither the base game nor the map is designed by him anyway. On top of this, he plans to release a Steam expansion at Essen that is effectively the same mechanism as “advanced rules” that he designed for ROEW.
5. Wallace was paid 10,000 BP for all of the rights to this game by Eagle (now FRED’s rights). We do not begin to understand where this demand is coming from.
6. This truly bears no further comment that is not painfully obvious, and potentially quite vulgar.
7. See 6. Wallace tells us to stop selling Mordred in February, when he tells us he will make arrangements to pick up the game, and now 7 months later demands that we send the 21 remaining copies back to him at our expense.
Maybe someone out there sees a way to engage in a reasonable dialog with Martin Wallace in an attempt to resolve these matters, but at this point, we sure do not!
Anyone want to lend a hand and help us resolve these issues? We would still be willing to arbitrate or mediate, but Martin soundly rejected this idea two months ago. Perhaps an “impartial” panel and/or judges somehow nominated and selected from BGG and BGN readers want to be involved as mediators? Clearly going through the legal/court system will prove to be so expensive and time-consuming that everyone will lose (except the lawyers). As I hope you can tell, if you have read all of the documents we have posted on this site, we are and always have been willing to reach a reasonable settlement of our differences with Martin Wallace, but Wallace, to date, has not been willing to be the least bit reasonable. By deciding to create and post all of this information on this site, we are trying to demonstrate that we are actively seeking help to get these matters settled—for the good of the parties involved, and for the good of the greater game-playing community as well. We are open to your reasonable and creative ideas as to how to proceed.
Rick Soued, for FRED Distribution, 9/14/09