Lasers - Applying a Blow Torch

[RMK]

Gouv is right there is no need for the contracts after the class rule was changed. Go back to Kirby's statements on Sailworld. There are no patents etc just the renewable contracts. He was quite clear.

You can also note the time and energy that Gannt ... Can't... Won't (whatever) and kirby put into arguing about the class rule.

 

[Wess]

Sigh... party 3 saying that party 1 and party 2 don't need a contract in no way shape or form invalidates any contract existing between party 1 or party 2, or the need for any future contract to protect the legal rights of party 1 and party 2 with respect the other. Unless of course party 1 is the Supreme Court.

 

[Bruce Hudson]

What Gouv says is true, if the parties concerned hadn't already entered into contracts - but they have. The ILCA controls who plays the game at ILCA sanctioned contests, which is where many new boats start their lives.

The grass roots sailing at club level is dominated by second hand boats owned and sailed by non ILCA members. The ILCA has it's own agreements, including the ones with ISAF, the ones with Kirby and the ones with builders like Laser Performance. I'm not saying that the game will always be this way, but this is the way it is now. A big part of the way the game is being played is Kirby, if you remove him and all of his agreements and documents, then there needs to be replacement rules. (For example, Kirby registered the Laser Construction Manual in 2007. It's creation date was 2005. It's registration number is TXu001362085).

I agree with Wess, the contracts are very relevant, because the important parties have obligations.

This has already been covered, and is summed up by IPLore who said: "There may have been a breach in LP's contractual obligations." What I've been saying for over a year (in addition to what IPLore said) is that for a breach to be found, the contracts must first be found to be valid by the courts. If found to be valid there are termination clauses that will affect Laser Performance once the contract is terminated.

The ILCA has a say in the future of the Laser, and the same people may even have a big part to play if Kirby's boat is renamed because of their contacts and infrastructure. Current members of the ILCA and other interested parties would not like the ILCA to act in the same way in the future of any class association. Some people don't mind this. A lot don't care.

It's been demonstrated that the ILCA's fundamental rule change vote was made on the basis of misinformation from the ILCA. There are outstanding questions surrounding that information and therefore the legitimacy of that vote by ILCA members that have so far not being answered. The misinformation of this vote is mentioned in Kirby's legal action.

Part of a good solution has to be a class association that performs better than the ILCA has in the past. A small minority disagree.

 

[Emilio Castelli]

In the meantime some good news.....

http://www.apsltd.com/c-5452-promotions-and-special-events.aspx?utm_source=HouseList11-20-14&utm_medium=Email&utm_content=Image&utm_campaign=BoatSale

$5600 for a new laser, ready to go.

That should be good for the class....

E

 

[Bruce Hudson]

I have never heard this being expressed so clearly:

Before the rule was changed LP's customers could not sail their Lasers in ILCA events.

Why the ILCA have not said that so clearly, I will never fathom. I suspect that message was lost in the debate over the outrageous claims about historic design rights and patents. Here's what they said:

• http://www.laserinternational.org/info/2011rulechangesvotingended23rdseptember2011

There, the ILCA was not clear and misinforms it's membership.

The ILCA's questionable behaviour, the misinformation given out by the ILCA and most of all acting without proper consideration of their membership (specifically, failing to answer questions) was and is not acceptable.

We know that the ILCA's actions (and continued inaction) has been a source of frustration. Their actions have certainly resulted in the ILCA being named in the dispute and as a result has cost the ILCA in the form of legal fees. Now, going down the path the ILCA appears committed to, expect for legal fees for it's appearance in court, then if successful at cutting Kirby out, still more legal fees at negotiating replacement contracts.

As it turns out, the termination clauses in the builder's contract take supply into consideration. As it turned out the rule change never needed to be made for the reasons claimed. The termination clauses that were part of the LPE builder's agreement in 2005 are:

Agreement of Licencee on Termination

10.7 Licensee agree that termination of this Agreement for any reason shall not relieve Licensee of the obligation to pay the royalty payments and fees as provided herein which have accrued up to the effective date of termination hereof and the obligation to pay the royalty payments and fees for all Kirby Sailboats manufactured prior to the effective date of termination but not delivered until after such date.
10.8 Licensee agrees that in the event of termination of this Agreement for any reason, Licensee shall attempt in good faith to negotiate a sale to Kirby Inc., or to negotiate a sale to another licensee of Kirby Inc., all plugs, moulds and tooling then owned by the Licensee relating to the manufacture of Kirby Sailboats at fair market value not to exceed replacement cost.
10.9 Upon termination of this Agreement for any reason, Licensee shall forthwith discontinue manufacturing Kirby Sailboats and shall discontinue the use of and shall refrain from using the production tooling, moulds and plugs particularly associated with the manufacture of Kirby Sailboats. Notwithstanding the foregoing, Licensee shall be permitted (against a letter of credit or other similar assurance that royalties and fees shall be fully paid) to complete the manufacture, subject to all the terms and conditions of the Agreement, of Kirby Sailboats in the course of manufacture, and sell all such sailboats, together with any Kirby Sailboats in a finished state at the effective date of termination hereof provided that in each case Licensee pays all royalty payments and fees with respect to such Kirby Sailboat at the rate, time and manner provided for in Article 8 hereof.

While the ILCA may not been aware of these clauses, there is a reasonable expectation that Laser Performance was not only aware, but very happy for the ILCA to take the action it did.


Article 8 refers to Royalties as payments to Kirby Inc, ILCA and IYRU (now ISAF).


All of this does not even take into consideration the IYRU agreement, signed by ILCA (Jeff Martin) which is referenced to within the builder's contract.

 

[Wess]

I have never before seen such a place where up is down and the sky is apparently green.

There is so much so wrong that its impossible to know where to begin. Lets make it short and sweet and all just my opinion of course.

If party 3 says there is no need for a contract, we agree that it does not take away any existing contract between party 1 and 2 or legal right that either party would have with regards to a need for future contract. So lets go the other way which is what you seem to be saying. If party 3 says there has to be a contract, but party 1 holds no legal right to offer as CONSIDERATION to party 2, is there a valid contract between party 1 and party 2?

If you don't care for that one, might I inquire why the hell party 3 should be forcing party 2 to pay for nothing? Party 3 may love party 1. Bestest of buddies. But if party 1 has no legal right or thing to offer for sale and as consideration anymore, why the hell should I care that you and party 3 might be bestest buddies and have to pay as a result. Open a PayPal account and make your bestest buddy more rich; nobody will care. But stop telling others what to do and who to send our money to, absent a legal basis and some legal right or thing to offer for sale as consideration. "He is my bestest buddie" does not rise to that legal standard. And maybe just maybe in a democratic society you should not be forcing your opinions and views on others.

In the words of IPLore, over and out. I leave you to your new forms of gravity and green sky and wish you well with it.

I am willing to bet somebody canntt resist saying something about design rights, copyrights, or construction manual as a response either because they love smoke and mirrors or are simply not capable of understanding that the sky is really not green, not matter how much they want it to be.

If you really cannttt understand what is happening from about 6 or 7 posts on this page alone (more than half of which are not mine), there really is no hope. Its all there. Monkey math.

 

[ojfd]

It's not that simple, Wess. Our most vocal, apparently naive member from NZL is typical demagogue. He needs audience. It is better just to ignore him, otherwise this forum will be overflown with his fear mongering posts..

 

[jeffers]

One more thing

LP owns the trademark name Laser. LP can build inflatables with 59 HP engines and call them Lasers.

They have already done this:

Laser Vortex

Laser EPS

Laser 2000 (now just the 2000 built by RS, LP removed as builder due to a contract dispute/non payment of royalties)

Laser 3000 (now the V3000)

Laser 4000

Laser 5000

Laser SB3 (now SB20, called Dart SB3 in Aus/NZ due to TM considerations. The class removed LP as the builder following a contract dispute over royalty payments, sound familiar?)

Laser Vago

Laser Bahia

The TM is only with respect to sailing dinghies, certainly in UK and Europe IIRC.

 

[Board skiff]

And of all those 'Lasers' only the last two are still made/sold by LP. They don't have a history of supporting the sailor that hands them their cash. You can add the Laser 2 to that list as well.

 

[jeffers]

And of all those 'Lasers' only the last two are still made/sold by LP. They don't have a history of supporting the sailor that hands them their cash. You can add the Laser 2 to that list as well.

Missed that. Should also add the the Vortex class are looking to get moulds made and start building some hulls (this was after LP scrapped the moulds despite the class wanting to buy them).

 

[Board skiff]

Start your own class association then. Allow Lasers and anything that looks like one. If your offering is better, current ILCA members will join you.

 

[jwlbrace]

Start your own class association then. Allow Lasers and anything that looks like one. If your offering is better, current ILCA members will join you.

surely that was meant to read, join the RS Aero then, and help 're-write the play book'

 

[RobG]

Yet ILCA has a ruke limiting those of us who play the game to one monopoly equipment supplier.

Weird that some argue so passionately that the ILCA should have no part in commercial agreements, yet their actions provide monopolies to certain businesses.

I'm not saying they should or shouldn't, only pointing out that they do.

Still waiting for an answer on the tooling question. Went back over 1,000 posts or so and despite 3 different posters asking the question, no one seems to have a response.

 

[jeffers]

Yet ILCA has a ruke limiting those of us who play the game to one monopoly equipment supplier.

Weird that some argue so passionately that the ILCA should have no part in commercial agreements, yet their actions provide monopolies to certain businesses.

I'm not saying they should or shouldn't, only pointing out that they do.

Still waiting for an answer on the tooling question. Went back over 1,000 posts or so and despite 3 different posters asking the question, no one seems to have a response.

This is probably covered in the contracts and hence why no one knows.

I did read somewhere, probably on TLF that the 'rights holder' owns all mould and tooling and these are required to be returned should the contract lapse or be terminated (so this is probably one of the many things that will come out where it eventually goes to court).

 

[Wess]

Start your own class association then. Allow Lasers and anything that looks like one. If your offering is better, current ILCA members will join you.

I so wanted to walk away from the train wreck but yes, yes, yes, that is it exactly. And BKI said they would do this and they could have done this yesterday, today and tomorrow with the Torch. Its the one strategy where even Canntt would be happy. Gouv would be happy. Those favoring growing the sport from grass roots sailing and improving access (me) would be happy (assuming competitive pricing). Laser Olympic and championship sailors, and the ILCA would not have been thrilled but it would not have been fatal. The Torch might effectively become the Laser B or silver fleet. Be as common as generic sails at the club level. But even though this would help Laser sailors, BKI has not done what they said they would do and launch the Torch. In my opinion because it was never about helping the class its about helping BKI (which to be fair is what any business is going to be about).

Gouv, you are getting close with 2191 but not there yet. Please restart with an understanding that the contracts have a term (end date). Party 3 actions as outlined don't change anything re party 1 and 2 existing contracts or their validity or consideration. It does not change it for new future contracts either. As noted a rule can't take away somebody's legal right. What maybe happened here is that valid contracts with valid consideration were entered into between party 1 and 2, with a defined term (end date). That end date as IPLore noted is related to the lifespan of the consideration. The lifespan of the consideration from party 1 eventually ended as is normal and perscribed under the law. Under ordinary circumstances the contact between party 1and 2 around that consideration would not be renewed thereafter as there is no reason for party 2 to renew.... Unless party 3 says you must have a contact. The party 3 rule is now the sole reason the contract between party 1 and 2 gets renewed even though party 1 no longer has any consideration that is alive to offer party 2. Party 3 is now a pawn in a party 1 business enrichment strategy and party 2 is a slave. Should this stand, party 1 has infinate leverage to extract infinate money from party 2 even though the valid consideration associated with the original contract died long ago and the contact would never have been renewed in ordinary circumstances. This a great gig and set-up for party 1 to get money for nothing... forever. Bring on Dire Straits. Its not so good obviously if you are party 2 or a customer of party 2, because those costs are passed on to you. Party 1 gets rich while customers, party 2, and party 3 get nothing in return.

Oh, by the way, lets magine that party 3 represents the customers of party 2. And the customers of party 2 cant leave party 2 because party 2 owns the trademark to what they want. Its very clear what party 3 should do. Party 3 should say, hey wait a minute; I represent the customers and this was fine while party 1 had something valid to sell, but that consideration has died or been sold now, so this works well for you party 1 but not so well for party 2, us, or the customers we represent. So unless there is a valid contract between party 3 and party 1 (with consideration given from party 1 to party 3) that says party 3 must always insist that party 2 have a contact with party 1 (even absent any consideration) and such contacts are upheld in a court of law, party 3 has the right (and damn good reason) to change the rule to stop party 1 from making party 3 the pawn/bag man and party 2 the slave. Clearly the people party 3 represents would be better off without this rule.

Finally, this is not what this was about. Its at least an interesting tangent but still a tangent. Somebody a ways back said "do the math." IPLore sort of suggested the same. All above is about a 2% royalty, yes? On how many boats? Chump change. Tangent. This started as a play to leverage the rule into a global consolidation and that is why the trademark litigation was launched. There were 3 parts to it in my opinion:

1.) Global consolidation/trademark litigation - This is what it was about and this is where the big bucks were. BKI chances are ~0%. See court action and litigation dropped.

2.) Old royalty money from LPE to BKI - This is above and I see this as 50:50. But chump change and surprised no settlement or mediation.

3.) New royalty money from LPE to BKI - Slighty better than chump change but can only happen if class is forced to return to old rules. If contracts between party 1 and 2 found valid (per 2 above) there is little to reason party 2 will renew at next cycle absent party 3 class rule saying they must. Guessing BKI chances at <10%. Given the highly unusual nature of such an arrangement and the uncertainity if it would withstand a legal challenge I am surprised there is not setlement or mediation. To me items 2 and 3 only make sense relative to legal costs if somebody else is paying the legal costs. Somebody suggested (no idea where or if accurate) GS was paying BKI legal costs and if so that is logical in an efort to try to set things up for step 1 again.

All just my opinion... There are nuances to all above but I really must resist.

Really over and out. Thank God weekend frostbiting is coming soon.

Wess

 

[IPLore]

Tooling Questions:

Ownership? The tooling is owned by the builders.

Control of One Design Standards? The tooling is inspected and measured by ISAF and ILCA. See 5.1 of IYRU agreement where ISAF has the right to inspect tooling and make any periodic investigations necessary to ensure that the Laser is built according to the one design standards in the construction manual. ISAF also has to approve any changes in the construction manual.

Monopoly Question:

All of the stakeholders chose the Single Builder One Design model for each region back in 1983. It was probably the way to go to grow the class. Builder support is a critical part of growing a one design. Some mature classes have successfully switched to a multi-builder model but it usually means the end of builder support because one builder doesn't want to subsidize the other.

In the case of the Laser, the Class is currently locked into the single builder model by the IYRU agreement and the Trademark ownership. Currently only ISAF and the trademark owner can approve new builders. But if ISAF wished to propagate a shift to a multi builder model, it could possibly be done. After 2016 ISAF theoretically may be able to terminate the 1983 IYRU agreement and then approve a new class rule that allowed multi builders. This power might be what ISAF used to encourage LP to participate in mediation. If BK had worked with ILCA and ISAF instead of suing them, one wonders whether a recommendation in mediation that BK receive some kind of fee per boat could have been enforced by ISAF. What I think is unacceptable to ISAF and a substantial number of members of ILCA is that a commercial corporation which is unaccountable to the Laser members or ISAF should ever again have the right to terminate builders without cause. IMO, that rule will never be reinstated and folks need to get over that.

 

[Bruce Hudson]

Still waiting for an answer on the tooling question. Went back over 1,000 posts or so and despite 3 different posters asking the question, no one seems to have a response.

I did read somewhere, probably on TLF that the 'rights holder' owns all mould and tooling and these are required to be returned should the contract lapse or be terminated (so this is probably one of the many things that will come out where it eventually goes to court).

I vaguely recall it being discussed after the builder's contract went public. Either way, the termination conditions in the builder's contract says that ownership is with the builder, so it's ownership with conditions. Here's the important bit:

10.8 Licensee agrees that in the event of termination of this Agreement for any reason, Licensee shall attempt in good faith to negotiate a sale to Kirby Inc., or to negotiate a sale to another licensee of Kirby Inc., all plugs, moulds and tooling then owned by the Licensee relating to the manufacture of Kirby Sailboats at fair market value not to exceed replacement cost.

Hope that helps.

 

[Wess]

Chump change

Precisely

The big fight is over the chump change royalties to BKI and the ILCA has decided not to be a part of causing anyone to pay that chump change

Meanwhile.

The ILCA, while it was in the process of throwing BKI and the chump change per new boat fees off the sailor's backs

Re-wrote and RENEWED the SELF ENFORCED special inflated tape our wallets prices for sails and parts from the monopoly trademark owner!!

Fer gawd's sake folks THINK!!!!!

BKI was extracting $120 on a $6000 boat.

LP is taking $400 per sail

LP grabs over $100 EXTRA for every piece of shit bust next regatta top section

LP extorts (with help from the Stockholm Syndrome affected ILCA) an extra $200 for a vang kit

Compared to other similar boats, LP enjoys a $2000 higher price for its priduct

BECAUSE the ILCA says we can't bring exact duplicate toys to their sanctioned events

Call it extortion for a forty year old napkin drawing if you choose but the fact is the ILCA has cut off the chump change ONLY PAID ONCE PER BOAT to the guy who actually designed the world's most successful boat in history

While helping some baby buggy manufacturer who is only in it for the money extort money FOREVER for EVERY teeny tiny part we ever need!!!

One more time:

If ILCA is bound by some ill conceived contractual agreement to fuck us, we must disband ILCA

If ILCA is simply teaming with LP to fuck us, somebody needs to perform a hostage rescue operation, get the ILCA the therapy it needs to break its Stockholm Syndrome and we need to write monopoly supplier out of our rules

This is NOT an attack on the hostages!!!!

It is a call for their rescue!!!!

Gouv,

Its a bit unfair (?) / unrealistic (?) to ask the ILCA to change what they are doing. ILCA is high level sailors. They are doing exactly what they should to protect that SMOD game for their members which love that SMOD game called LASER. You and I may disagree with their focus but hey their members have a right to pick their own focus and protect their own interest. You might as well ask the sun not to rise. It will. It should.

I don't understand why you don't direct the flame at BKI. They said they would do what you want. They could do what you want. With the Torch. Long ago. But he does not. Why don't you call them out as you do ILCA?

 

[Bruce Hudson]

BKI was extracting $120 on a $6000 boat.

LP is taking $400 per sail

LP grabs over $100 EXTRA for every piece of shit bust next regatta top section

LP extorts (with help from the Stockholm Syndrome affected ILCA) an extra $200 for a vang kit

Compared to other similar boats, LP enjoys a $2000 higher price for its priduct

BECAUSE the ILCA says we can't bring exact duplicate toys to their sanctioned events

Call it extortion for a forty year old napkin drawing if you choose but the fact is the ILCA has cut off the chump change ONLY PAID ONCE PER BOAT to the guy who actually designed the world's most successful boat in history

While helping some baby buggy manufacturer who is only in it for the money extort money FOREVER for EVERY teeny tiny part we ever need!!!

BKI is paid approx 2% of the value of the wholesale boat. That puts it closer to $60 per boat.

ILCA get paid royalties on sails, for the plaques and for inspection fees. The last financials they published they were paid by builders 75K for one year - I think that was about 2010 and I think the currency was British pounds. The ILCA gets paid inspection fees. The ISAF gets paid for the plaques.

Laser Performance gets paid more when it sells direct, and encourages parties to talk direct for bulk sales and give out big discounts when they do. This competes with it's own dealership base.

One more time:

If ILCA is bound by some ill conceived contractual agreement to fuck us, we must disband ILCA

If ILCA is simply teaming with LP to fuck us, somebody needs to perform a hostage rescue operation, get the ILCA the therapy it needs to break its Stockholm Syndrome and we need to write monopoly supplier out of our rules

This is NOT an attack on the hostages!!!!

It is a call for their rescue!!!!

So if the agreements are historical, exactly what is the arrangement between the ILCA and Laser Performance? This will become even more important if Kirby loses his legal action.

My hope is that ILCA is not disbanded and makes significant improvements to the way it operates, for example it never again runs a vote in the way they did, and that the ILCA returns to more open governance. Some now say that they have stopped talking because of the legal action, however their lack of communication pre-dates the legal action by a wide margin.

Why is it that the last time they put their financial in Laser World was some years ago? (2011 from memory?) How come the Laser sales figures last published by the ISAF in 2010 are out of date? (http://www.sailing.org/classesandequipment/LSR.php) Have sales dropped? Is ILCA membership still about 15,000?

What exactly happened in 2010 / 2011 with the ILCA? Was the change anything to do with the meetings with Farzad Rastegar in early 2010?

If the ILCA was more open, some of these questions could be put to rest.



So how can an ILCA member require of the ILCA to answer a question?

 

[JimC]

If members aren't satisfied with the performance of the current ILCA executive a very public campaign for a new executive ought to do the trick. Start the electioneering immediately...