We want to recover our game

[Lisandro NDR]

Hello! First of all, thank you very much in advance for your help.
3 years ago my partner and I signed a collaboration agreement with a company (GB) through which we permanently transferred 50% of the rights to a board game that we own, in exchange for a percentage of the profits. In addition they reserved the exclusive of their production. After 3 years, GB has not produced the game nor does have shared with us a plan of doing it. They just simply indicate that the market is saturated and cannot be launched at this time. We have requested to recover the rights to the game, but there is a clause in the contract indicating that it cannot be terminated without the agreement of both parties. And for which they ask us $ 25,000. Folowing the advice of a lawyer, we have sent them an ultimatum based on the fact that these rights cannot be maintained without incurring obligations, and for which on May 1, if the game had not been published, the rights would return to our power 100% , canceling the indicated contract. However, GB defends by stating that our lawyer is lying and there is no legal basis for what he says. Which is why they obviously ignore that ultimatum. The lawyer insists with his argument. But we would like a second opinion and to know if we have any option to recover our rights. Do we have any option to reclaim our rights or force them to produce and launch the game? Once again, thank you very much for your help.

 

[Just Blue]

Hello! First of all, thank you very much in advance for your help.
3 years ago my partner and I signed a collaboration agreement with a company (GB) through which we permanently transferred 50% of the rights to a board game that we own, in exchange for a percentage of the profits. In addition they reserved the exclusive of their production. After 3 years, GB has not produced the game nor does have shared with us a plan of doing it. They just simply indicate that the market is saturated and cannot be launched at this time. We have requested to recover the rights to the game, but there is a clause in the contract indicating that it cannot be terminated without the agreement of both parties. And for which they ask us $ 25,000. Folowing the advice of a lawyer, we have sent them an ultimatum based on the fact that these rights cannot be maintained without incurring obligations, and for which on May 1, if the game had not been published, the rights would return to our power 100% , canceling the indicated contract. However, GB defends by stating that our lawyer is lying and there is no legal basis for what he says. Which is why they obviously ignore that ultimatum. The lawyer insists with his argument. But we would like a second opinion and to know if we have any option to recover our rights. Do we have any option to reclaim our rights or force them to produce and launch the game? Once again, thank you very much for your help.

What state?

 

[Taxing Matters]

Do we have any option to reclaim our rights or force them to produce and launch the game? Once again, thank you very much for your help.

Unfortunately, I don't have the contract in front of me to read nor do I know which state or country's law applies to that contract. And for contract issues, those things matter a lot. Your attorney is in the best position to tell you what your options are. All I can really tell you with the information you've provided is that if the law of a U.S. state applies to this contract then the general rule here is that the game company is obligated to act in good faith to carry out its obligations under the contract to market the game. Failing to do that may result in a breach of contract. One of the remedies for that may be rescission of the contract. But the details of the contract and exactly which jurisdiction's law applies does matter. If you are not confident of your attorney's advice or want a second opinion, consult another contract attorney for that second opinion.

 

[quincy]

Hello! First of all, thank you very much in advance for your help.
3 years ago my partner and I signed a collaboration agreement with a company (GB) through which we permanently transferred 50% of the rights to a board game that we own, in exchange for a percentage of the profits. In addition they reserved the exclusive of their production. After 3 years, GB has not produced the game nor does have shared with us a plan of doing it. They just simply indicate that the market is saturated and cannot be launched at this time. We have requested to recover the rights to the game, but there is a clause in the contract indicating that it cannot be terminated without the agreement of both parties. And for which they ask us $ 25,000. Folowing the advice of a lawyer, we have sent them an ultimatum based on the fact that these rights cannot be maintained without incurring obligations, and for which on May 1, if the game had not been published, the rights would return to our power 100% , canceling the indicated contract. However, GB defends by stating that our lawyer is lying and there is no legal basis for what he says. Which is why they obviously ignore that ultimatum. The lawyer insists with his argument. But we would like a second opinion and to know if we have any option to recover our rights. Do we have any option to reclaim our rights or force them to produce and launch the game? Once again, thank you very much for your help.

The name of your country is important as are the exact terms of your “collaboration” agreement.

Without the terms of the agreement spelling out specific ownership rights and the obligations of the parties to the agreement, courts in the U.S. will presume the parties share in the rights equally.

Discuss the transfer of rights in the game with your attorney. It is possible that you and your partner reserved all rights to create derivative works, for example.

 

[Lisandro NDR]

Wow! Thank you very much for your prompt reply. We are Spanish. My partner lives in Madrid and I live in Ibiza. The company is Golden Bell Studios, and it has a history of lawsuits regarding not fulfilling kickstarter campaigns and creators rights. We just want our game back. After almost 4 years, this story became very sad and frustrating. Our lawyer here in Spain says that our civil and trading rights back our intention to recover the copyright and the trademark. However, we dont know how the US trading law applies in this matter. Particularly, we are wondering if this sentence in USA is legal in a collaboration agreement: "This contract can not be broken without the express approval of all parties in a new writen contract unless otherwise stated by Company hereinafter".
Thank you very much again for your help.
PS. Keep strong agains corona. Here we are fighting hard too.

 

[quincy]

Wow! Thank you very much for your prompt reply. We are Spanish. My partner lives in Madrid and I live in Ibiza. The company is Golden Bell Studios, and it has a history of lawsuits regarding not fulfilling kickstarter campaigns and creators rights. We just want our game back. After almost 4 years, this story became very sad and frustrating. Our lawyer here in Spain says that our civil and trading rights back our intention to recover the copyright and the trademark. However, we dont know how the US trading law applies in this matter. Particularly, we are wondering if this sentence in USA is legal in a collaboration agreement: "This contract can not be broken without the express approval of all parties in a new writen contract unless otherwise stated by Company hereinafter".
Thank you very much again for your help.
PS. Keep strong agains corona. Here we are fighting hard too.

FreeAdvice addresses U.S. law questions and U.S. legal concerns only. Although there are similarities between copyright laws and contract laws in the U.S. and Spain, you will need to rely on legal experts in your area of the world for advice relevant to you.

As to your last question: The wording of the sentence on its own, and depending on all facts, is unlikely to withstand a legal challenge in the U.S. But with contracts, it will be the contract in its entirety that needs to be read and understood. Context matters.

Good luck with your game, Lisandro. Stay safe.