SD v RFC Judgement

No. The offered rights are offered rights. Whether they were on the same contract or not it’s still not part of a retail distribution deal or the offered rights.

Yes but going forward we really need to make sure there is a clear distinction betweenthe offered rights and manufacturing. The way I read the verdict was that the judge decided to treat the Hummel/elite deal as one and as a result this should have allowed SD to be able to bid for manufacturing/distribution and retail rights.
 
Wait, some loonballs are now criticising the board for not staying on the original 7 year deal?

Basketcases

Utter madness mate.

At the end of the day this will run and run for a bit yet as this dispute is just one of many between the club and SD.

This latest Judgement is not good but at the same time its not the end of the world as some are predicting either.

The club have said they will meet any financial restriction the court rules against us & they have said away & third kit will be available to buy. At the minute that's good enough for me.
 
In that document on the first page if you go to page 12 and read that section 5 , it says if that happens it reverts to the puma kit terms
It’s a bit more complicated than that, I think. The contract being looked at in the action actually has come to an end, and it’s exact terms didn’t renew.

It’s provisions provided though that SDI have to be given the chance to match a 3rd party offer, and if If SDI do match a third party offer then it creates a new contract with exactly the same terms as the old one except for any changes needed to implement the matched terms.

In the current action SDI are trying to have us held to a hypothetical situation where we gave SDI the chance to match the second elite offer and they took it up. Following that through, as at renewal time it would be a version of the contract derived from the second Elite offer’s terms which would renew in the event there’s no new third party deal.

It’s actually more complicated than that again though, since in another action SDI successfully argued that they were allowed to, and did, match the first version of the elite deal. That’s what brought the SDI-RFC contract the subject of the current action to an end.

The court found that created a new contract where the terms were the same as the SDI deal except in so far as changes were needed to match that first version of the elite deal.

When it comes to renewal time I think it’ll probably end up being a contract based on those earlier Elite terms which renews if there is no 3rd party offer - but it’s a complicated mess.

@Marty101 has explained it so much better than I could. Thank you Marty.
 
He forgot to add there’d be pretty much nothing in sales from our merchandise.
What there would have been is a helluva lot less than what we get, even now.

This point also raises the question over how much compensation SDI would be awarded and how it would be calculated?

Elite will be making considerably less per sale than what SDI were creaming off of us after the Spivs signed everything over to them.

One would assume that in order to quantify any damages claim that SDI would need some evidence to be presented and maybe this is the opportunity where the Club could demonstrate the onerous nature of the original contract(I appreciate we entered into a new deal) and that the support would not buy from SDI. I think it is safe to say that the sales in the final year with SDI wouldn't have been anywhere near the sales over the past 12 months with Elite.
 
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Do some people truly believe that King is buttoned up the back ? We are literally in a fight with a man hell bent on fu**ing us over, completely. More questions now being asked of King and the board than this repugnant, greedy pig Ashley and his shady motives (for the past 5/6 years.....or more).
 
Do some people truly believe that King is buttoned up the back ? We are literally in a fight with a man hell bent on fu**ing us over, completely. More questions now being asked of King and the board than this repugnant, greedy pig Ashley and his shady motives (for the past 5/6 years.....or more).

I'd suggest somebody is quite obviously 'buttoned up the back' for agreeing such a fucking suicidal contract on behalf of the club.
Step forward that man...
 
I'd suggest somebody is quite obviously 'buttoned up the back' for agreeing such a fucking suicidal contract on behalf of the club.
Step forward that man...

What a contract that freed us from 7p in the pound deal we had previously? A deal with a 7 year notice period that was designed to hamstring us for decades?

What an idiot signing that deal that got us away from that. :D
 
I'd suggest somebody is quite obviously 'buttoned up the back' for agreeing such a fucking suicidal contract on behalf of the club.
Step forward that man...

Suicidal ? That's a bit extreme. They did what was thought to be the best course of action at that point in time, given the circumstances. Ashley is a poison. King had even tried to work with him but it proved fruitless. He's toxic to the rangers support. No'one would walk through the doors of 'his' megastore or other shops or website. There's a need to get rid, and that's what the club have rightly tried to do. This has long been a game to the pig, or worse. Of course, everybody can be right with the benefit of hindsight.
 
What a contract that freed us from 7p in the pound deal we had previously? A deal with a 7 year notice period that was designed to hamstring us for decades?

What an idiot signing that deal that got us away from that. :D

Lol, I'm talking about the whole fucking mess from start right up till now. Its been a catalogue of feck ups.
 
If SD have to match any deal, surely we can get one with money upfront. Then we leave all the strips on their shelves. Too simplistic? This is a battle we can win. Give the club money through other channels, hospitality, lottery tickets etc. Peaceful disruption of their stores and online sales.
 
Yes but going forward we really need to make sure there is a clear distinction betweenthe offered rights and manufacturing. The way I read the verdict was that the judge decided to treat the Hummel/elite deal as one and as a result this should have allowed SD to be able to bid for manufacturing/distribution and retail rights.

No. Again Kit Manufacturing rights are not one of the offered rights. It is out of scope of the agreement to end RRL and 7 year deal. If you read the individual offered rights non of them involve selecting kit supplier. Just because you wrap up everything under one contract doesn’t leave you open to having to include it in the other. That like saying SD have a right to rename the training centre because Hummel got offered it. Which fyi they don’t as again under end of 7 year deal SD would have to pay for any advertising, and it’s out of scope.
 
Suicidal ? That's a bit extreme. They did what was thought to be the best course of action at that point in time, given the circumstances. Ashley is a poison. King had even tried to work with him but it proved fruitless. This has long been a game to him, or worse. Of course, everybody can be right with the benefit of hindsight.

I recall we once proudly proclained that Rangers sold more replica kits than almost any other club. Now we as a fan base are uncertain as to whether we should or should not buy the kit. I'd say that getting ourselves to this stage has been pretty suicidal

I'm not blaming King. I'm talking about the original deal, but also our seeming incapability to progress the matter positively at every juncture.

But, having said that, did King, or did he not, make a positive sounding announcement a wee while back suggesting that all was about to be put right, and pretty much suggesting Ashley had been put back in his box?
 
I recall we once proudly proclained that Rangers sold more replica kits than almost any other club. Now we as a fan base are uncertain as to whether we should or should not buy the kit. I'd say that getting ourselves to this stage has been pretty suicidal

I'm not blaming King. I'm talking about the original deal, but also our seeming incapability to progress the matter positively at every juncture.

But, having said that, did King, or did he not, make a positive sounding announcement a wee while back suggesting that all was about to be put right, and pretty much suggesting Ashley had been put back in his box?


We aren't uncertain.

the club told us yesterday to carry on buying kit
 
I recall we once proudly proclained that Rangers sold more replica kits than almost any other club. Now we as a fan base are uncertain as to whether we should or should not buy the kit. I'd say that getting ourselves to this stage has been pretty suicidal

I'm not blaming King. I'm talking about the original deal, but also our seeming incapability to progress the matter positively at every juncture.

But, having said that, did King, or did he not, make a positive sounding announcement a wee while back suggesting that all was about to be put right, and pretty much suggesting Ashley had been put back in his box?

I find it incredible how you can almost completely ignore the background to where we now find ourselves regarding retail. Mike Ashley. Google his name and Rangers. Read it all from the beginning.
 
I recall we once proudly proclained that Rangers sold more replica kits than almost any other club. Now we as a fan base are uncertain as to whether we should or should not buy the kit. I'd say that getting ourselves to this stage has been pretty suicidal

I'm not blaming King. I'm talking about the original deal, but also our seeming incapability to progress the matter positively at every juncture.

But, having said that, did King, or did he not, make a positive sounding announcement a wee while back suggesting that all was about to be put right, and pretty much suggesting Ashley had been put back in his box?

Yes he did mate. And to be fair MA has went from controlling our club & Retail operation (including all our intellectual properties, trade marks & security on our assets) to having no shares, no control at the club, no control on our retail and to top it off his only option is to claim and counter claim through the courts.

Or we could still be sitting here tied into the 7p in the pound contract with a seven year notice period making absolutely he haw of any of our kit and merchandise.
 
He was never an Ashley fanboy, you've completely made that up.

Wouldn't even call him anti- King, either, maybe some of our support should challenge their beliefs from time to time instead of blindly following people because of who they are?

King's tenure as chairman has been pretty poor - some awful commercial decisions, terrible mangerial appointments & £20m+ wasted on poor signings.

We can go round & round the houses, but unless Gerrard wins a title, King's overall tenure will have been a failure.

I support him and hope we do it, but this mentality some of us have that we need to be blindly loyal to chairman, gaffers etc jut doesn't wash.

We were inches from Ashley owning us lock, stock and barrel.

Your analyses of our hugely complex situation - overseen by a variety of nefarious characters - is flawed.
 
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I'd suggest somebody is quite obviously 'buttoned up the back' for agreeing such a fucking suicidal contract on behalf of the club.
Step forward that man...
You can’t be thinking of the contract signed post King taking over.
The one that got us a lot more than seven percent from a shirt sale?
 
No. Again Kit Manufacturing rights are not one of the offered rights. It is out of scope of the agreement to end RRL and 7 year deal. If you read the individual offered rights non of them involve selecting kit supplier. Just because you wrap up everything under one contract doesn’t leave you open to having to include it in the other. That like saying SD have a right to rename the training centre because Hummel got offered it. Which fyi they don’t as again under end of 7 year deal SD would have to pay for any advertising, and it’s out of scope.

I know that they aren't an offered right but if it can be determined that any deal offering other permitted activities ie manufacturing then SD felt they should be able to have bidded for everything, did the judge agree?

Here is what it says in the verdict....

Sir Ross Cranston held in his March 2018Judgment that, once it is established that a third party has made an offer in relation to one of
the Offered Rights, the other terms offered by that Third Party in connection with its offer are connected commercial arrangements and must be offered separately to SDIR.
Accordingly, if any of the rights granted to Elite/Hummel are “Permitted Activities” then the other rights granted to Elite/Hummel are required to be offered separately to SDIR as “connected commercial arrangements” pursuant to paragraph 5.7. Of particular relevance here are the manufacturing rights that were granted to Elite/Hummel. SDIR’s case is that it has the right to match each of the rights or
benefits that make up the whole bargain, and not only those elements that are Offered Rights


It looks like the judge agreed with SDs definition of permitted activities. As I said before we just need to make sure manufacturing of the kit is a clear and separate offer from retail/distribution.
 
We aren't uncertain.

the club told us yesterday to carry on buying kit
Up till reading this from the club yesterday, I was wondering who was benefiting from us buying merchandise.
Could SD use the new sales figures to demonstrate their losses or could the club use the same numbers, compare to the boycott years, and show how much the fans failed to endorse SD and how little profit they’d have made out of the deal, and will make out of any future partnership.
 
An aside for a minute, the tims seem to be frothing at the mouth at the notion that Donald Park is about to go under and that Lloyd’s group have placed Donald Muir into his company.

Is this a lie? They say companies house has reported it. Can it be checked
 
I've been saying this for months.

Get a firm to give us a stupidly favourable deal.

Best case scenario: SDI walk away
Worst case scenario: SDI match it and make %^*& all from us

Getting a firm to hand us a ‘stupidly favourable deal’ is pretty easy to suggest on a message board. Why would a commercial company dish out a deal which is stupidly favourable to us?
 
My reading from the judgement is that £1m is the damages set out in the contract signed by SD but the judge agrees with their plea that they should retain their matching rights. I.e we pay them £1m max and they have right to match for seasons 2020/21 onwards.
 
Yes it would they have got this wrong and made a complete arse of it if anyone tells you any different they are not able read.

I'm sure they knew they were taking a calculated risk and that any negative outcome would be the lesser of two evils. Unless of course you'd consider nobody entering the megastore or any other shops to buy Rangers merchandise the preferred route ?
 
Getting a firm to hand us a ‘stupidly favourable deal’ is pretty easy to suggest on a message board. Why would a commercial company dish out a deal which is stupidly favourable to us?

I'll use myself as an example:

I own about 100 shares in Rangers, I will sell Dave King 1 share for £XYZ With that money I will set up a retailing distribution company and run it to break even, with the lions share of profits going to Rangers. Rangers will show my contract to SD, and SD will either match it or walk away (chances are, they will walk away because he won't make profit). This 1 year retailing agreement ends and the club are free to talk to whoever as SD no longer have matching rights.

That's a pretty simplified version.

Regardless, it's all hypothetical. Replace me in that situation with JD and have a 'gentlemens agreement', off paper, to go with them after the initial year.
 
An aside for a minute, the tims seem to be frothing at the mouth at the notion that Donald Park is about to go under and that Lloyd’s group have placed Donald Muir into his company.

Is this a lie? They say companies house has reported it. Can it be checked

Assume you mean Douglas Park? Here's a list of the companies he's involved in from Companies House. You can check through each in turn to see if Muir is involved at any of them. I'd hazard a guess that you'd be wasting a lot of time to draw a blank.

https://beta.companieshouse.gov.uk/officers/KkbmWrkE52eT-FVAQWYZ0QGoH_w/appointments
 
Slightly off tangent but to those criticising King for this, without him and the other investors, the Club would still be held in a vice-like grip by people like the Easdales. AGMs would be held in a tent and Newcastle would be offloading any players they fancy on to us.

Not saying that makes King exempt from criticism but a sense of balance surely needs to be exercised
 
What a contract that freed us from 7p in the pound deal we had previously? A deal with a 7 year notice period that was designed to hamstring us for decades?

What an idiot signing that deal that got us away from that. :D

I usually avoid these threads as they always tend to go the same way but this needs said, again. As told to me at the time-
When King paid 3 million to supposedly free us from the 7 yr deal with SD I posted that we should keep the campagne on ice because far from freeing us from his grip, the new contract actually increased his hold on us for longer due to him getting first dibs on matching rights and also having it so he was afforded the rights perpetual-so instead of only having us by the balls for 7 years, he then had us by the balls for as long as he saw fit.
When I posted this^^^ I was called a poet, that I was that loony JJ or Phil & that I was an Ashley lover. Fast forward 15 months & it all came out.
Like everyone else, I'm grateful & thanful to King & the Parks etc for what they've done, but that doesn't let them escape critcism when they make a fcuk up of things which is what they have done here. They have created the current omishambles in agreeing to the terms but heads should be rolling at whatever legal team they use.

@StirlingBear 7p in the £ sounds like a shite deal but is actually quite representative of current margins where we're exposed to zero risk.
 
An aside for a minute, the tims seem to be frothing at the mouth at the notion that Donald Park is about to go under and that Lloyd’s group have placed Donald Muir into his company.

Is this a lie? They say companies house has reported it. Can it be checked

Everything on companies house can be checked. Companies house don't report anything, they're just a repository of documents.

Here is Parks of Hamilton: https://beta.companieshouse.gov.uk/company/SC066568/officers
 
Slightly off tangent but to those criticising King for this, without him and the other investors, the Club would still be held in a vice-like grip by people like the Easdales. AGMs would be held in a tent and Newcastle would be offloading any players they fancy on to us.

Not saying that makes King exempt from criticism but a sense of balance surely needs to be exercised

Just said as much above.
 
No. The offered rights are offered rights. Whether they were on the same contract or not it’s still not part of a retail distribution deal or the offered rights.

So how else do you interpret this other than the judge saying that by bundling them together in Hummel/Elite agreement, we have brought them into scope of the matching process?

76. There is nothing surprising about this analysis, with which I respectfully entirely agree. The end aim of the connected commercial arrangement provisions was to enable SDIR to match any proposed composite deal of which Offered Rights form a part. Rangers chose to bundle wholesale distribution rights (which are, as I have found, an Offered Right) together with manufacturing rights as part of a proposed composite deal which subsequently became the Elite/Hummel Agreement. If a separate deal had been concluded in respect of manufacturing rights then SDIR would have had no right to match it. When, however, the right to manufacture was offered as part of a bundle, or deal, or package that also included one or more Offered Rights that right to manufacture became a connected commercial arrangement. It was part of the commercial deal. As Teare J has found, the effect of the matching right provisions means that business will be conducted on a different basis from that contemplated and provided for in the Agreement (October 2018 Judgment at [23]).

77. In conclusion, I find that Rangers was obliged to set out the terms of the connected commercial arrangements offered to Elite/Hummel (the manufacturing rights and the appointment as a Technical Brand) in a Notice of Offer. It was in breach of its obligations under Schedule 3, paragraph 5 in failing to do so. I am satisfied that SDIR would have matched those arrangements had it been given the opportunity to do so.
 
Up till reading this from the club yesterday, I was wondering who was benefiting from us buying merchandise.
Could SD use the new sales figures to demonstrate their losses or could the club use the same numbers, compare to the boycott years, and show how much the fans failed to endorse SD and how little profit they’d have made out of the deal, and will make out of any future partnership.


No.

We do not have a retail operation with either Hummel or Elite.

Hummel and Elite have that relationship.
 
I usually avoid these threads as they always tend to go the same way but this needs said, again. As told to me at the time-
When King paid 3 million to supposedly free us from the 7 yr deal with SD I posted that we should keep the campagne on ice because far from freeing us from his grip, the new contract actually increased his hold on us for longer due to him getting first dibs on matching rights and also having it so he was afforded the rights perpetual-so instead of only having us by the balls for 7 years, he then had us by the balls for as long as he saw fit.
When I posted this^^^ I was called a poet, that I was that loony JJ or Phil & that I was an Ashley lover. Fast forward 15 months & it all came out.
Like everyone else, I'm grateful & thanful to King & the Parks etc for what they've done, but that doesn't let them escape critcism when they make a fcuk up of things which is what they have done here. They have created the current omishambles in agreeing to the terms but heads should be rolling at whatever legal team they use.

@StirlingBear 7p in the £ sounds like a shite deal but is actually quite representative of current margins where we're exposed to zero risk.

Do you not think the club were maybe concentrating on the here and now and the daunting task of stopping the fhilth's progression towards 8, 9, 10 in a row ? I don't know the figures but I'm guessing the recent Elite/Hummel partnership has helped us towards a very realistic chance of stopping them in their tracks this year.
 
I usually avoid these threads as they always tend to go the same way but this needs said, again. As told to me at the time-
When King paid 3 million to supposedly free us from the 7 yr deal with SD I posted that we should keep the campagne on ice because far from freeing us from his grip, the new contract actually increased his hold on us for longer due to him getting first dibs on matching rights and also having it so he was afforded the rights perpetual-so instead of only having us by the balls for 7 years, he then had us by the balls for as long as he saw fit.
When I posted this^^^ I was called a poet, that I was that loony JJ or Phil & that I was an Ashley lover. Fast forward 15 months & it all came out.
Like everyone else, I'm grateful & thanful to King & the Parks etc for what they've done, but that doesn't let them escape critcism when they make a fcuk up of things which is what they have done here. They have created the current omishambles in agreeing to the terms but heads should be rolling at whatever legal team they use.

@StirlingBear 7p in the £ sounds like a shite deal but is actually quite representative of current margins where we're exposed to zero risk.

And if the original deal also had a clause giving matching rights for any new offer received at the end of the 7 year period? What then? I don't know if that's the case (and nor do you) but it has certainly been suggested a lot - and would add a little perspective, and perhaps understanding, to how the current Board got to this point.
 
An aside for a minute, the tims seem to be frothing at the mouth at the notion that Donald Park is about to go under and that Lloyd’s group have placed Donald Muir into his company.

Is this a lie? They say companies house has reported it. Can it be checked

Yes it’s a lie, confirmed on 4LHAD blog (or it might have been on H&H)
 
I know that they aren't an offered right but if it can be determined that any deal offering other permitted activities ie manufacturing then SD felt they should be able to have bidded for everything, did the judge agree?

Here is what it says in the verdict....

Sir Ross Cranston held in his March 2018Judgment that, once it is established that a third party has made an offer in relation to one of
the Offered Rights, the other terms offered by that Third Party in connection with its offer are connected commercial arrangements and must be offered separately to SDIR.
Accordingly, if any of the rights granted to Elite/Hummel are “Permitted Activities” then the other rights granted to Elite/Hummel are required to be offered separately to SDIR as “connected commercial arrangements” pursuant to paragraph 5.7. Of particular relevance here are the manufacturing rights that were granted to Elite/Hummel. SDIR’s case is that it has the right to match each of the rights or
benefits that make up the whole bargain, and not only those elements that are Offered Rights


It looks like the judge agreed with SDs definition of permitted activities. As I said before we just need to make sure manufacturing of the kit is a clear and separate offer from retail/distribution.

“Permitted Activities” refers to the Scope these are permitted activities referring to rights to manufacture, sell and distribute Rangers-branded products not the right to select the Clubs kit provider.
 
So how else do you interpret this other than the judge saying that by bundling them together in Hummel/Elite agreement, we have brought them into scope of the matching process?

The rights the manufacture what?, remember there are two aspects to manufacturing one is kit, the other is the tat he filled the megastore with before. Sports Direct are not a kit manufacturer, so how could they match it? bring in a third party?
 
We were inches from Ashley owning us lock, stock and barrel.

Your analyses of our hugely complex situation - overseen by a variety of nefarious characters - is flawed.


I'm not under-estimating the complexity of dealing with Ashley.

What you say about us owning him could unfortunately happen anyway - quite clearly, he is aiming to have collateral that could bring us down financially - remains to be seen whether or not he'll be able to.

..but the question remains and many others have asked it: What did we pay £3m for to 'get rid' of SDI a couple of years ago?

I am not anti-King/anti-board - but they themselves accept that they deserve scrutiny and shouldn't be backed blindly - they'd be the first ones to agree with that - under Dave King, we've overspent by at least £10m a season for a few years, and the overwhelming majority of that has been spunked against a wall on dud signings & managers - I think some board members ineptitude has been exposed on a number of occasions. Not saying that to be a dick, it's facts. Our current manager & squad are showing significant potential, so much so that it could comfortably eclipse the 'bad' aspects of King's premiership. It's fickle, but it's the way it is.

Not all negative, if a title is delivered within the next 2 years, the other things I mention are far more forgivable, but unless we have a bottomless pit of money, we cannot continue to overspend & incur these court costs - Dave King seems very comfortable stalling commercial disputes in court - remains to be seen if this is beneficial.
 
“Permitted Activities” refers to the Scope these are permitted activities referring to rights to manufacture, sell and distribute Rangers-branded products not the right to select the Clubs kit provider.
Right so things like caps and other RFC branded clothing etc. When they say Technical Brand I take it that means kits? If it does then they are mentioned in the quote by New York Bear.
 
I'd suggest somebody is quite obviously 'buttoned up the back' for agreeing such a fucking suicidal contract on behalf of the club.
Step forward that man...
These are professionals highly paid to look after the clubs best interests.This has Clearly not been the case.
 
I honest to God don't get why people seem to be ignoring this?
We're in an utterly complex situation that a top Philadelphia lawyer would struggle to cope with. I don't think there would have been many boards that would have kept fighting like ours and even found loop holes to allow strips to be sold.
 
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