Contract Termination Procedures There has been some discussion about whether my termination of the contract between Columbia Games and myself was properly conducted. To clarify this matter, I now provide the following information. The contract specified as follows: (8) This Agreement and all of the respective rights and obligations of the Parties hereunder shall continue until terminated by the mutual agreement of the Parties, or shall cease upon the following: (8.a) 90 days after the Company gives Notice in writing to Robin that it is terminating the agreement; or (8.b) After December 31, 1987, if the Company shall fail to pay in any period of six consecutive months, an average payment of at least $250.00 per month hereunder to Robin ("Default"), then: (8.b.i) Robin may give Notice in writing to the Company specifying Default and stating that he intends to terminate the Agreement thirty (30) days after the date of the Notice unless the Company makes the required payment, ("First Notice"); (8.b.ii) If the Company fails to remedy the Default, Robin shall give Notice in writing to the Company that the Agreement is terminated, (the "Second Notice"); (8.b.iii) If no such Second Notice confirming termination is given to the Company within 45 days after the First Notice, then the Agreement shall continue in full force and effect as if no such Notice or Notices had been given or received. In accordance with the provisions above I sent 'First Notice' to Columbia Games on 2003-June-9. I cited a period from November 1997 to February 2002 during which I received no payments. This lack of payment was calculated based on signed royalty statements provided to me by Columbia Games. Columbia Games did not remedy the 'Default' as specified. Instead, they sent a letter which arrived on 2003-July-09 (the same day I sent "Second Notice"). With the letter they included a 'new' financial statement which claimed that I owed the company in excess of $23,000. This 'new' statement directly contradicts previous, signed statements issued by Columbia Games in my possession. An analysis of those (earlier) statements indicated that Columbia Games actually owed me more than $24,000. It is interesting to note that, even under the 'new' statement (and again in a public statement made by Mr. Dalgliesh in the Hârn Forum on 2003-07-17) Columbia Games admitted to making no payments whatsoever to myself from 1998 to 2000 inclusive. There was, of course, no legal basis for the Company to withhold minimum payments for any reason. I might also point out that this particular period is not the only period in which Columbia Games failed to meet its contractual obligation to make minimum, default payments, it is just the longest. Because the Default was not remedied, I sent 'Second Notice' on 2003-July-09. Both notices were properly sent in accordance with my contractual obligations. It has also been suggested that I might have 'manipulated' the dates. To put aside this 'theory' I refer to the contract itself: (12.) Any Notice required to be sent pursuant to the terms of this Agreement may be delivered by hand to the address of the party set out at the commencement hereof or to such other address as a Party may provide in writing to the other Party from time to time, or mailed by Registered Mail to that address in which case it shall be deemed to have been received on the second day (excluding Sundays) after mailing. Both Notices were sent by Registered Mail in accordance with these requirements, and are, therefore, deemed to have arrived on the 11th of June and the 11th of July respectively. It has also been suggested that Columbia Games did not have time to properly respond to my first notice. However, it is a fact that the contract itself required me to space the notices exactly thirty days apart; this should have been sufficient time for any response. I followed the proper procedures in regard to contract termination. Contract Termination Clause (8.c.) Upon any termination, the Company shall forthwith assign and re-assign all of the Copyright, title and interest in and to the Concept [Hârn & all derived works] and the Products to Robin, save and except any rights acquired otherwise than under this Agreement provided always that any equipment, printing negatives, printing plates, art work and inventory shall belong to the Company, and the Company shall have six months to dispose of existing inventory upon payment of Royalties. While it is the case that either party had the right to terminate the contract, it is clear from the termination clause that all rights revert to myself upon termination. Disputes & Dispute Resolution It has been suggested, that because Columbia Games 'disputes' the grounds on which I undertook termination, that they should somehow be able to prevent termination from occurring. The 'Dispute' clause of the contract read as follows: (10.) In the event that any disagreement arises between the Parties hereto with reference to this Agreement or any matter arising hereunder and upon which the Parties cannot agree, then every such disagreement shall be referred to arbitration pursuant to the provisions of the Arbitration Act RSBC 19790. 16, as amended. Termination is not, itself, a dispute and does not, therefore, require any special procedures other than those (proper written notice) specified in the contract. If the Company wished to 'dispute' the grounds of termination, that would have been their right, but such action would clearly have fallen under clause 10. The contract clearly implies that such a dispute must be registered for Arbitration. The Company took no such action, probably because it is an expensive process. It is also reasonable to suppose that, if the Company was going to undertake Arbitration, then they should have undertaken such action during the 30 days between First and Second Notices. Instead, the Company made false public statements about the contract, about the relationship between CGI and myself and about myself. The company also threatened legal action (which would clearly have violated clause 10). In the end, the Company took no action. There are two possible reasons for this: (1) any action they might have undertaken would have been expensive and (2) they would have lost. Because no dispute was properly registered for Arbitration, the Termination stands and the Company is legally bound by the Termination Clause. |