IC and Massdrop: the Halo Switch Disagreement

[infodroid]

I'd love to stand up for the little guy... But in this case I haven't seen any evidence of wrongdoing from Massdrop.

Just because one side is a group of passionate hobbyists doesn't automatically make them the good guys. Hobbyists do stupid shit all the time.

And just because the other side is a company doesn't automatically make it evil and exploitative. Neither does having boilerplate terms of service, it's the reality of e-commerce today.

Anybody that thinks otherwise needs to grow the fuck up.

Besides, Massdrop isn't some huge multinational corporation that you can just shit on just for existing. Last I checked, they were a small startup.

Let's remember this is really a small community. Massdrop has no incentive to screw over designers. I think the community is better off for having Massdrop's participation, it has made it possible to produce so much more than would otherwise be possible.

[webwit]

I'd love to stand up for the little guy... But in this case I haven't seen any evidence of wrongdoing from Massdrop.

What about their tos where they state they can change it when the shit hits the fan, without notice? In fact, you totally ignored all the criticism, for some particular reason, as if it is non-existent.

I have a company. I wouldn't dare to put that in my tos. That would be shameful. It says: fuck you, customer, when something goes really wrong. But hey, ignore that. A proper company doesn't put that in their tos and has insurance for when something really goes wrong. Instead of keeping the option to fuck with the customer's rights as a means of insurance.

[wobbled]

How is this even a debate? Any company that say they reserve the right to change their ToS at any point should not be trusted... If they fucked you over would you still defend them?

[infodroid]

So much of contractual agreements is about the intent of the parties, not the literal wording. Which is why I think the amendment clause is a red herring in this case.

Based only on what has been made public, it seems like Massdrop was happy for Input Club to sell the switches in the I:C shop, and possibly also to sell keyboards using the switches in the I:C shop.

But it is not clear that they would have endorsed Input Club running what is effectively a group buy on Kickstarter, a competing platform, incorporating the switches that Massdrop invested so much in developing.

[pomk]

As for my personal opinion, I really like that they did go for option 3. It is nice to see how petty the people at MD really are. For a couple switches they decided to ruin the only meaningful non keycap relationship that they had with the mk community.

All information was not released (and probably will never be released), so we don't have enough information to know who is is the wrong.

We do know that I:C really thought that based on the contract they had the right to sell keyboards, with their switches, to customers. This says a lot, considering that even massdrop confirmed that the licence back was added to the contract on I:C's request. Why would they have requested a licence back that did not allow them to do what is written in it? The wording on the licence back, as released, does state that they have this right and massdrop does confirm the existence of said licence back.
There are really just three options here:
1. Unknown to them during the writing of the contract, the rest of the contract contradicts the licence back in such a way that its addition was moot all along, suggesting that massdrop shafted them during the contract writing stage. They could have maybe avoided this by using some capital (which they did not have) on having multiple lawyers read it and then have massdrop sign on in advance some use cases (like buying switches in accordance to the licence back). Drumming that this is I:C's fault, because they should have had an asshole detector with them in the contract writing stage is a bit silly. People should be able to trust one another (though I'm not from america (fu*k yeah) so what do I know about anything).
2. The contract does allow them to source switches as they think it does, but massdrop decided to block the sale anyway, knowing that I:C will not have the funds to go to court over this.
3. Massdrop are reading the contract, which they wrote, wrong and are unknowingly acting illegally.

I would not think of I:C as an entity that would try to buy zealios from gateron withouth zeal's approval, which is basically what you are trying to say that they might have done with the HALO switches in this case.

[pomk]

So much of contractual agreements is about the intent of the parties, not the literal wording. Which is why I think the amendment clause is a red herring in this case.

Based only on what has been made public, it seems like Massdrop was happy for Input Club to sell the switches in the I:C shop, and possibly also to sell keyboards using the switches in the I:C shop.

But it is not clear that they would have endorsed Input Club running what is effectively a group buy on Kickstarter, a competing platform, incorporating the switches that Massdrop invested so much in developing.

KS is not a competing platform, it is just a one directional fundraising platform. Massdrop is a shop where you buy stuff with atrocious delivery times.

[kbdfr]

Reminds me of a certain situation where I sued someone who was absolutely certain I could not possibly win.
He was wrong

Without knowing all facts and what is provided by law,
all one can do is take sides based on sympathy or antipathy.
Here I'm against Massdrop

[Halvar]

To invent a switch and then give them the patent and sign their shit fine print contract, is signing up to be shot in the foot. I'm not sure I feel pity for such idiocy. Well maybe a little.

^^ This is what I thought, too. The licence in the contract seems to allow what IC is trying to do, but that doesn't really help as long as MD is in the comfortable situation that the manufacturer won't make any switches without the patent holder's permission.

MD is probably working with small inventors a lot, so it's a good thing that this story comes to the open, as a warning for all of those who are considering working with Massdrop in bringing their invention to market.

[consolation]

Personally, I find IC's cherry picking of contract clauses leaving a bad taste in my mouth; we have no idea of the context and it's rather unprofessional. It's just a typical business disagreement, if you are going to run a business it comes with the territory; you negotiate your disputes in private, by mediation or in court. This attempt to garner public sympathy via: "poor little us, getting picked on by those meanies," when there is no way for the general public to make an objective assessment, feels really manipulative. It's not like, in the big scheme of things, they are orders of magnitude different in size; or either is a non-profit. This doesn't make MD morally or legally "right," btw.

just my 2¥.

[InvidiousIgnoramus]

Personally, I find IC's cherry picking of contract clauses leaving a bad taste in my mouth; we have no idea of the context and it's rather unprofessional. It's just a typical business disagreement, if you are going to run a business it comes with the territory; you negotiate your disputes in private, by mediation or in court. This attempt to garner public sympathy via: "poor little us, getting picked on by those meanies," when there is no way for the general public to make an objective assessment, feels really manipulative. It's not like, in the big scheme of things, they are orders of magnitude different in size; or either is a non-profit. This doesn't make MD morally or legally "right," btw.

just my 2¥.

I don't recall if it was mentioned in their response, but on their Discord server Andrew mentioned that they had been in conflict with MD over this for several months with no headway. As previously stated in the thread, there comes a point where they have to say SOMETHING, they can't just keep pretending nothing is wrong, because in the end, they have to make a change. To not inform their backers of the change or as to why it happened, would in my opinion, be far more problematic than the route they decided to take. Was releasing a part of the contract a mistake? Probably. I can see why they would do it, though. All you can do is hope then that MD agrees the allow the whole contract to be displayed (which they probably won't) at which point things should become more clear.

This is FAR from the first time there have been serious issues with MD, and it certainly won't be the last.

Their own statements show that mediation did not succeed, and a lawsuit would be far too costly: you're talking about a business comprised of 5 or 6 people.

[chuckdee]

All you can do is hope then that MD agrees the allow the whole contract to be displayed (which they probably won't) at which point things should become more clear.

That would make things less clear, not more. Even if you're a lawyer, if you're not the judge in the case, you can't tell how this would be decided. Until the contract is tested in a court of law, there's a variety of things that could affect the outcome. It's one of the downfalls of our legal system in general, and contract law specifically. Releasing that part merely muddies the waters, IMO.

[InvidiousIgnoramus]

That would make things less clear, not more.

I fail to see how seeing the text in its entirety would make this less clear. Then we would at least be able to see a better idea as to why this is happening in the first place.

[chuckdee]

That would make things less clear, not more.

I fail to see how seeing the text in its entirety would make this less clear. Then we would at least be able to see a better idea as to why this is happening in the first place.

I thought I was pretty clear in what I said. You might not agree, but the statement was pretty clear.

[InvidiousIgnoramus]

That would make things less clear, not more.

I fail to see how seeing the text in its entirety would make this less clear. Then we would at least be able to see a better idea as to why this is happening in the first place.

I thought I was pretty clear in what I said. You might not agree, but the statement was pretty clear.

Not really. I'm referring to us having an idea as to what's going on, you seem to be talking about a resolution. I'm in no way trying to claim this will give us some way to solve e the problem or anything.

[Zobeid Zuma]

KS is not a competing platform, it is just a one directional fundraising platform. Massdrop is a shop where you buy stuff with atrocious delivery times.

The business models may be different, but I suspect Massdrop view Kickstarter as competition. From their viewpoint, they probably thought their contract would prevent I:C from going to any competing "outlet", and Kickstarter's status as not-really-a-distributor is just a damn loophole that I:C are trying to exploit. Well, they're not gonna get away with it!!

[chuckdee]

I fail to see how seeing the text in its entirety would make this less clear. Then we would at least be able to see a better idea as to why this is happening in the first place.

I thought I was pretty clear in what I said. You might not agree, but the statement was pretty clear.

Not really. I'm referring to us having an idea as to what's going on, you seem to be talking about a resolution. I'm in no way trying to claim this will give us some way to solve e the problem or anything.

Unless you are a contract attorney, the full document will have nuances that you won't pick up on. And it definitely won't be as seemingly straightforward as that excerpt. As stated above, until tried and precedent applied, any speculation is merely that.

[pomk]

Unless you are a contract attorney, the full document will have nuances that you won't pick up on. And it definitely won't be as seemingly straightforward as that excerpt. As stated above, until tried and precedent applied, any speculation is merely that.

So in your mind, we would have the clearest possible image of the situation if we knew nothing?

Personally, I find IC's cherry picking of contract clauses leaving a bad taste in my mouth; we have no idea of the context and it's rather unprofessional. It's just a typical business disagreement, if you are going to run a business it comes with the territory; you negotiate your disputes in private, by mediation or in court. This attempt to garner public sympathy via: "poor little us, getting picked on by those meanies," when there is no way for the general public to make an objective assessment, feels really manipulative. It's not like, in the big scheme of things, they are orders of magnitude different in size; or either is a non-profit. This doesn't make MD morally or legally "right," btw.

just my 2¥.

So in your opinion what should I:C have done, after mediation failed (MD was demanding a payment of $395,388 form I:C as their only option beside scrapping the whole thing) and the court option was deemed not financially viable?

[kbdfr]

Unless you are a contract attorney, the full document will have nuances that you won't pick up on. And it definitely won't be as seemingly straightforward as that excerpt. As stated above, until tried and precedent applied, any speculation is merely that.

So in your mind, we would have the clearest possible image of the situation if we knew nothing?
[…]

I agree with chuckdee on the fact that displaying the whole contract would only add confusion, as such a contract frequently consists of dozens of pages with many internal references and inextricably inter-related clauses.
There is simply no way of having a clear image of the situation unless you are a lawyer and can read the whole agreement. And even then, another lawyer may have a different view. That's why there are courts, after all - whose findings can then even be superseded by appeal courts.

[pomk]

Unless you are a contract attorney, the full document will have nuances that you won't pick up on. And it definitely won't be as seemingly straightforward as that excerpt. As stated above, until tried and precedent applied, any speculation is merely that.

So in your mind, we would have the clearest possible image of the situation if we knew nothing?
[…]

I agree with chuckdee on the fact that displaying the whole contract would only add confusion, as such a contract frequently consists of dozens of pages with many internal references and inextricably inter-related clauses.
There is simply no way of having a clear image of the situation unless you are a lawyer and can read the whole agreement. And even then, another lawyer may have a different view. That's why there are courts, after all - whose findings can then even be superseded by appeal courts.

Considering how reddit seems to be full of lawyers interested in the topic, I guess we could at least have some (probably conflicting) professional opinions.

Also, why would they write the contract to be incomprehensible, if not to just employ more lawyers ?

[Elrick]

Also, why would they write the contract to be incomprehensible, if not to just employ more lawyers ?

It isn't because it helps define potential outcomes for any opposing council, which every decent corporate lawyer agrees with.

ALWAYS remember NOTHING is unwinnable, all commercial disputes eventually run out of money and the final victory goes to the one willing, to spend millions in achieving it.

[pomk]

Also, why would they write the contract to be incomprehensible, if not to just employ more lawyers ?

It isn't because it helps define potential outcomes for any opposing council, which every decent corporate lawyer agrees with.

ALWAYS remember NOTHING is unwinnable, all commercial disputes eventually run out of money and the final victory goes to the one willing, to spend millions in achieving it.

Did I understand correctly, that they (md) wrote the contract to be incomprehensible, so that they can gain ’justice’ by spending money? Very nice.

[chuckdee]

Also, why would they write the contract to be incomprehensible, if not to just employ more lawyers ?

Though having more money does help, as the litigation can take a while, the reason for the incomprehensibility is because it's not meant for the layperson. They write contracts with the understanding and expectation that eventually it will be challenged in court. The contract is just the first step in the process that will end in many cases with a court ruling. So, they try to make it airtight so that once it does get to court, there are zero interpretations that are outside of their expectations. After all, in the end, it's going to come down to how well you convince the judge. So you plan out your approach even before it gets there, because at that point, you have little control over the outcome.

[Elrick]

Did I understand correctly, that they (md) wrote the contract to be incomprehensible, so that they can gain ’justice’ by spending money? Very nice.

ALL companies do that. A flawed contract is essentially an "Incomplete Contract" meaning it has ambiguities that need a 3rd party to adjudicate.

It helps to further tie down any adversary in the court system for months or even years as they do battle to either retain control or demolish their opponents ability to function, under the terms of the original contract.

You've got many examples on the web showing how the BIG-boys do business by tying up other competitors for years or even punishing nations through the legal system. The super powerful companies can actually change laws within nations to help win their case in the long term.

So "Incomplete Contracts" can help those wanting to change conditions of the terms despite signing the contract in the first place.

[Wingklip]

Ah, the joys of selling out your souls to monopolies

[chuckdee]

So "Incomplete Contracts" can help those wanting to change conditions of the terms despite signing the contract in the first place.

"Incomplete contracts"? Nothing like that. The only way that would hold water is if one side wasn't represented, or the client wants to sign even in spite of their lawyer's objections. Clauses and such that modify? Sure. Those clauses making a maze of the contract that has to be untied? Sure. But an incomplete contract wouldn't serve either side, and would be grounds for termination of the contract wholesale and a Gross Negligence claim.

[bloo]

What a mess. What does this mean for the K-type?

[InvidiousIgnoramus]

What a mess. What does this mean for the K-type?

At most that the switches in it won't be called Halo switches.

[rich1051414]

I look at it like this, as much as I would like to stick up for the little guy, the little guy violated the contract by selling keyboards on kickstarter, which the contract clearly forbids. You can argue all day if kickstarter is a 'distributer', but they serve the same purpose that massdrop does, and is exactly the point in very defined points in the contract. I:C was allowed to sell switches on their own site, not assembled keyboards with halo switches on kickstarter. Maybe I:C didn't understand that due to the lack of legal representation, or perhaps they realized they could get away with loopholing the contract by claiming kickstarter isn't a distributer, but either way, it is I:C going out of their way to wiggle out of their contract. Because it was I:C who violated the contract, I have no doubt that massdrop will not be punished by blocking the manufacture of the switches intended to be sold through kickstarter, as it was a violation of their legal rights granted by the contract.

You can have an opinion on whether such one sided contracts make massdrop a good or bad company, but the 'legal' wrong doer here is pretty obvious, if you put your own opinions to the side and simply examine the facts. No on had a gun to their head forcing them to sign the contract.

[kbdfr]

I look at it like this, as much as I would like to stick up for the little guy, the little guy violated the contract by selling keyboards on kickstarter, which the contract clearly forbids. You can argue all day if kickstarter is a 'distributer', but they serve the same purpose that massdrop does, and is exactly the point in very defined points in the contract. I:C was allowed to sell switches on their own site, not assembled keyboards with halo switches on kickstarter. Maybe I:C didn't understand that due to the lack of legal representation, or perhaps they realized they could get away with loopholing the contract by claiming kickstarter isn't a distributer, but either way, it is I:C going out of their way to wiggle out of their contract. Because it was I:C who violated the contract, I have no doubt that massdrop will not be punished by blocking the manufacture of the switches intended to be sold through kickstarter, as it was a violation of their legal rights granted by the contract. […]

Have you at all read and properly considered para B.2.12 (b) of the contract, particularly the second sentence in it?

[Zobeid Zuma]

I look at it like this, as much as I would like to stick up for the little guy, the little guy violated the contract by selling keyboards on kickstarter, which the contract clearly forbids.

From my reading, the contract explicitly allows I:C to sell keyboards to end users, which is what they are doing through their Kickstarter storefront.

You can argue all day if kickstarter is a 'distributer', but they serve the same purpose that massdrop does, and is exactly the point in very defined points in the contract. I:C was allowed to sell switches on their own site, not assembled keyboards with halo switches on kickstarter.

If Kickstarter aren't buying and reselling the Product -- which is what a distributor does -- then they aren't a distributor and there's no way to turn them into one. It doesn't matter if their website looks superficially similar to Massdrop from the viewpoint of an end user. The contract clause we've been shown does not forbid I:C from cooperating with any other party to sell the Product to consumers -- in fact, it appears to condone that. It says they can sell direct to consumers, and it implies that they can do so "with or through other entities" (such as Kickstarter) as long as they don't sell to resellers or distributors, which they are not attempting to do.

You can have an opinion on whether such one sided contracts make massdrop a good or bad company, but the 'legal' wrong doer here is pretty obvious, if you put your own opinions to the side and simply examine the facts. No on had a gun to their head forcing them to sign the contract.

Funny how two people can read the same text and come to directly opposite conclusions about what it means.