Rangers & SD back in court today

GourockEastEnclosure said:
We had to show good faith in honouring the matching clause. I can't imagine that would allow a sharpish exit.
But we are more than two months down the line and no deal appears to have been agreed with SD. That could surely be described as a reasonable time to give it before calling it quits and going elsewhere.
SD will agrue either it isn't long enough, we haven't acted in good faith or both and as a result we are in breach.
We will argue we aren't.

The only knowledge I have is from working every day with contracts and contract law.
The thing about contracts though is this. There isn't any dark art to them. In essence all they are are agreements between two or more parties. Thats it. You write down what you have agreed and sign them.

Thats why IMO it is highly unlikley the £1million cap in the liquidated damages clause will be set aside, because both parties agreed it, took the time to write it down and signed a contract with it in it. Courts tend not to get involved in re-writing clauses. They don't see that as their job.
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Similarly in my job and the experience I have, it is that simple. Negotiations and back-and-forth around wording and terms takes place, but is generally purely about clarity of meaning than anything else.

This is not a normal situation though. This is about one party with a stranglehold trying to tighten it over the other. It is a pretty bizarre position and puts a very different slant on the whole thing to what is typical of day to day contract workings IMHO.
 
Bluenose1979 said:
It's moot in terms of that injunction but as a valid clause in the original contract then why would that same test not apply to a new injunction?

We are effectively in the same position as the previous injunction request (perhaps further down the line) in that we have agreed a retail deal with a third party that is, in SDI's opinion, in breach of the contract we had with them.

What was argued at the last case by both sides was that the £1 million was not sufficient and the judge seemed to agree that any damages would be near impossible to quantify.

That said, I'm not able to say it wouldn't be enforced. There simply seemed little appetite on either side to accept that as an outcome.

I personally think the difficulty would be in proving who is acting in good faith or not. We could simply have two legal teams failing to agree on specifics of a contract and given there is no time limit set to do so, it would presumably be very difficult to press one over the other.

Ultimately, I would have thought the more likely line of pressure from a court would be to tell the parties to fully honour the matching clause and retain all other elements of the existing deal as they were, save for the matching terms.

Surely easier to enforce if making the decision that time has passed to agree any new aspects? Tell SDI their right was to match the terms and retain everything else - take it or fck off.
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Sorry. I wasn't completely clear.
You are right, it wouldn't be moot in the event they saught another injunction. It's one of the tests for getting one as I have said.
We don't know if they have requested an injunction, apparently strips are still for sale.

Where that argument is moot is if a breach is proved and the liquidated damages clause comes into play. In that scenario they could moan that the £1million cap wasn't enough all they liked. They signed up to the clause and it would almost certainly stand.

We aren't in the same situation as before because we hadn't breached teh contract. The injunctionm stopped us doing that. Now SD say we are in breach.

the debate around the sufficiency of the £1 million cap was not actually about whether SD could get more money out of us. It was entirely about whether an injunction should be applied.

It really doesn't matter if a judge thought the £1million was sufficient if we have moved on to talking liquidated damages. The fact is it's a figure agreed by both sides. Whether a court thinks it's enough is pretty much irrelevant.
 
GourockEastEnclosure said:
Sorry. I wasn't completely clear.
You are right, it wouldn't be moot in the event they saught another injunction. It's one of the tests for getting one as I have said.
We don't know if they have requested an injunction, apparently strips are still for sale.

Where that argument is moot is if a breach is proved and the liquidated damages clause comes into play. In that scenario they could moan that the £1million cap wasn't enough all they liked. They signed up to the clause and it would almost certainly stand.
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OK - for you and @Bluenose1979 - can we get hit for the £1m breach of contract AND be told to get the SDI contract sorted out if they are prepared to match? Trying to figure out a worst case scenario if you like.
 
Valley Bluenose said:
OK - for you and @Bluenose1979 - can we get hit for the £1m breach of contract AND be told to get the SDI contract sorted out if they are prepared to match? Trying to figure out a worst case scenario if you like.
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In theory yes.
If SD have judged to have properly matched the offer and it's Rangers who have then told them to ram it then we would be in breach.
Remedies could be performance (giving the new deal to SD) and/or damages as even if we ended up signing with SD in those circumstances they could (and as we no probably would) claim for the lost sales since we started selling them ourselves.

Remember though, the £1million number is a cap not a set figure (a set figure would actually make the damages clause unenforcable but that's another story).
Rangers if you recall argued that given the boycott with SD there was little or no profit, so damages could conceivably be less.
 
Valley Bluenose said:
OK - for you and @Bluenose1979 - can we get hit for the £1m breach of contract AND be told to get the SDI contract sorted out if they are prepared to match? Trying to figure out a worst case scenario if you like.
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My understanding of the £1 m clause was that it would be the "walking away" fee - that's why it was brought up as insufficient, because it could effectively be seen as a cheap get-out of the contract altogether. That was the case precedent they presented.
 
GourockEastEnclosure said:
In theory yes.
If SD have judged to have properly matched the offer and it's Rangers who have then told them to ram it then we would be in breach.
Remedies could be performance (giving the new deal to SD) and/or damages as even if we ended up signing with SD in those circumstances they could (and as we no probably would) claim for the lost sales since we started selling them ourselves.

Remember though, the £1million number is a cap not a set figure (a set figure would actually make the damages clause unenforcable but that's another story).
Rangers if you recall argued that given the boycott with SD there was little or no profit, so damages could conceivably be less.
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That outcome still sounds like the shitty end of the stick though.:(
 
Bluenose1979 said:
My understanding of the £1 m clause was that it would be the "walking away" fee - that's why it was brought up as insufficient, because it could effectively be seen as a cheap get-out of the contract altogether. That was the case precedent they presented.
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Ha ha - and that sounds much more 'acceptable'. F*ck knows how this will end up.
 
GourockEastEnclosure said:
In theory yes.
If SD have judged to have properly matched the offer and it's Rangers who have then told them to ram it then we would be in breach.
Remedies could be performance (giving the new deal to SD) and/or damages as even if we ended up signing with SD in those circumstances they could (and as we no probably would) claim for the lost sales since we started selling them ourselves.

Remember though, the £1million number is a cap not a set figure (a set figure would actually make the damages clause unenforcable but that's another story).
Rangers if you recall argued that given the boycott with SD there was little or no profit, so damages could conceivably be less.
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Agreed, but equally our counsel accepted the boycott was not in play any more and now they would have some current sales figures upon which to at least gauge some sense of sales value presumably?

How much that would be? I don't know, not sure what the sales so far equate to or what the SDI % would look like...
 
GourockEastEnclosure said:
Sorry. I wasn't completely clear.
You are right, it wouldn't be moot in the event they saught another injunction. It's one of the tests for getting one as I have said.
We don't know if they have requested an injunction, apparently strips are still for sale.

Where that argument is moot is if a breach is proved and the liquidated damages clause comes into play. In that scenario they could moan that the £1million cap wasn't enough all they liked. They signed up to the clause and it would almost certainly stand.

We aren't in the same situation as before because we hadn't breached teh contract. The injunctionm stopped us doing that. Now SD say we are in breach.

the debate around the sufficiency of the £1 million cap was not actually about whether SD could get more money out of us. It was entirely about whether an injunction should be applied.

It really doesn't matter if a judge thought the £1million was sufficient if we have moved on to talking liquidated damages. The fact is it's a figure agreed by both sides. Whether a court thinks it's enough is pretty much irrelevant.
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Sorry, I was working off that very assumption as I thought that was why we were back in court yesterday.

Indeed if no injunction is sought then I would agree we are in a different ball park altogether.
 
Valley Bluenose said:
Ha ha - and that sounds much more 'acceptable'. F*ck knows how this will end up.
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Hand on heart, I think we'll end up being pushed into a new SDI deal, quite possibly via a deadline to agree amended terms or renew the existing ones as per the matching clause. Can't shake the feeling we're just snookered by that clause.

Ultimately I wouldn't be surprised if they also sought some compo (possibly via a separate court action) for a % of sales made so far).

Would be over the moon to be wrong, but I just feel that from the moment we conceded the last court scenario, we knew we were on a hiding to nothing and were just chancing our arm that we could wriggle off the hook.
 
Bluenose1979 said:
Hand on heart, I think we'll end up being pushed into a new SDI deal, quite possibly via a deadline to agree amended terms or renew the existing ones as per the matching clause. Can't shake the feeling we're just snookered by that clause.

Ultimately I wouldn't be surprised if they also sought some compo (possibly via a separate court action) for a % of sales made so far).

Would be over the moon to be wrong, but I just feel that from the moment we conceded the last court scenario, we knew we were on a hiding to nothing and were just chancing our arm that we could wriggle off the hook.
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That's been my own thinking - purely as a layman - all along.:(
 
Bluenose1979 said:
Agreed.

I don't think he'd be motivated to do anything on behalf of that lot. He's in it first and foremost to make an easy buck, when the shit hit the fan and he got a fight from DK, he then just goes into face-saving mode, where victory in the battle supersedes any other aspect - ie the actual money from our sales isn't of any great concern, but he won't be seen to lose the war with King.
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Also agreed. Nothing to do with them. Eveything to do with him.
I've read some comments where people just can't understand why he is cutting off his own nose. Which is naturally why they start to think agendas etc. But I'd say screwing over your competitor and not allowing them to sign a lucrative contract, which could lead to other exclusive contracts with other clubs etc. is reason enough for him to behave the way he does. Plus he hates JD apparently.

Plus he just won't like to lose. And if he does, other suppliers etc. might start to get ideas about their unfair contracts.
 
GourockEastEnclosure said:
We had to show good faith in honouring the matching clause. I can't imagine that would allow a sharpish exit.
But we are more than two months down the line and no deal appears to have been agreed with SD. That could surely be described as a reasonable time to give it before calling it quits and going elsewhere.
SD will agrue either it isn't long enough, we haven't acted in good faith or both and as a result we are in breach.
We will argue we aren't.

The only knowledge I have is from working every day with contracts and contract law.
The thing about contracts though is this. There isn't any dark art to them. In essence all they are are agreements between two or more parties. Thats it. You write down what you have agreed and sign them.

Thats why IMO it is highly unlikley the £1million cap in the liquidated damages clause will be set aside, because both parties agreed it, took the time to write it down and signed a contract with it in it. Courts tend not to get involved in re-writing clauses. They don't see that as their job.
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Did the judge give a time scale for sdi to match the existing offer.
 
I see we still have fans on here that still think the fat man was only in it to make money. Some just dont seem to want to accept whats went on.

Same people prob think CW was just un lucky, and all tbe othe spivs and there connentions was just one of those things.

If you cant see what went on your at it.
 
The_Irrepressibles said:
Also agreed. Nothing to do with them. Eveything to do with him.
I've read some comments where people just can't understand why he is cutting off his own nose. Which is naturally why they start to think agendas etc. But I'd say screwing over your competitor and not allowing them to sign a lucrative contract, which could lead to other exclusive contracts with other clubs etc. is reason enough for him to behave the way he does. Plus he hates JD apparently.

Plus he just won't like to lose. And if he does, other suppliers etc. might start to get ideas about their unfair contracts.
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That fat bastard is losing though
Look at there share price.
I despise the lady's front bottom
 
Whilst nobody knows what’s going on, really enjoying reading some of the stuff from those who work in this field and can give some kind of insight into what ‘might’ be happening and the reasons for it. Thanks for this, and helping this layman understand it, it’s much appreciated.
 
Turrabear said:
Did the judge give a time scale for sdi to match the existing offer.
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From my recollection, every back and forth stage of the matching process was time limited as stipulated by the contract.
I'd assumed after the last case concluded that the 'timer would be reset' from that point. So I'm not sure why some people are talking about SD dragging heals, or Rangers getting fed up waiting etc. Either they exercised their right to match terms within the original time scales or they didn't at which point the whole thing becomes null and void (unless SD claim wrongdoing again, which I think it's clear they have). I don't think the judge would set deadlines (or have that authority) when they were already there in the original agreement. Surely that would mean amending the contract, right? And as far as we know that never happened. All that was stipulated was that Rangers had to give them the right to match, which they eventually accepted.
 
The_Irrepressibles said:
From my recollection, every back and forth stage of the matching process was time limited as stipulated by the contract.
I'd assumed after the last case concluded that the 'timer would be reset' from that point. So I'm not sure why some people are talking about SD dragging heals, or Rangers getting fed up waiting etc. Either they exercised their right to match terms within the original time scales or they didn't at which point the whole thing becomes null and void (unless SD claim wrongdoing again, which I think it's clear they have). I don't think the judge would set deadlines (or have that authority) when they were already there in the original agreement. Surely that would mean amending the contract, right? And as far as we know that never happened. All that was stipulated was that Rangers had to give them the right to match, which they eventually accepted.
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The time frame may or may not have been in the contract. It might even say something as loose as "within a reasonable time"

I agree if it wasn't then the court wouldn't have set a time. However the time to come to an agreement would need to be reasonable. That would obviously open to argument and conceivably Rangers would argue two months is a reasonable time to give it before walking away, with SD saying otherwise. This is where a judge make a make a judgement.
 
Bilbotheblue said:
We have the same concept here too but the duty is to the shareholders.
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Not sure what that would accomplish. The directors are the ones making decisions and signing contracts that affect the financial well being of the company. The shareholders are just along for the ride mostly, unless I'm misunderstanding a difference between how companies are set up in the UK vs the US.
 
The_Irrepressibles said:
From my recollection, every back and forth stage of the matching process was time limited as stipulated by the contract.
I'd assumed after the last case concluded that the 'timer would be reset' from that point. So I'm not sure why some people are talking about SD dragging heals, or Rangers getting fed up waiting etc. Either they exercised their right to match terms within the original time scales or they didn't at which point the whole thing becomes null and void (unless SD claim wrongdoing again, which I think it's clear they have). I don't think the judge would set deadlines (or have that authority) when they were already there in the original agreement. Surely that would mean amending the contract, right? And as far as we know that never happened. All that was stipulated was that Rangers had to give them the right to match, which they eventually accepted.
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Thanks for that.
 
mart22 said:
The hearing was yesterday. The judge said he would "produce his ruling in the near future".
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Don’t doubt you but where did you see that reported mate? I’ve seen nothing other than the generic PA reports which only seem to talk about the hearing happening.
 
GourockEastEnclosure said:
The time frame may or may not have been in the contract. It might even say something as loose as "within a reasonable time"

I agree if it wasn't then the court wouldn't have set a time. However the time to come to an agreement would need to be reasonable. That would obviously open to argument and conceivably Rangers would argue two months is a reasonable time to give it before walking away, with SD saying otherwise. This is where a judge make a make a judgement.
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No. Every step was time limited.

https://www.followfollow.com/forum/threads/sports-direct-not-going-away.36084/

First post of this thread gives a link to the court decision (which references the original contract).

See no's 20 (5.1), 26 (5.2) (5.4) (5.6)

There may be more but just gave it a quick scan of the main paragraphs ... watching the Scotland game. ;)
 
I had to call JD tonight to ask about my order of the training top which was on pre-order. The woman I spoke to said mine was on route to store for collection which she then said I was lucky. Apparently a memo went out about 5pm today explaining Rangers FC goods had been temporarily stopped for processing and no further detail had been given. “She wasn’t privy to know” she said. Quite helpful she was.

Not sure if this now means Ashley has something from the courts if this is all true.
 
BlueBeatts said:
I had to call JD tonight to ask about my order of the training top which was on pre-order. The woman I spoke to said mine was on route to store for collection which she then said I was lucky. Apparently a memo went out about 5pm today explaining Rangers FC goods had been temporarily stopped for processing and no further detail had been given. “She wasn’t privy to know” she said. Quite helpful she was.

Not sure if this now means Ashley has something from the courts if this is all true.
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I posted yesterday that the manager at the JD store in Aberdeen told me they didn’t expect to sell any further Rangers merchandise.
 
Bluenose1979 said:
Agreed, but equally our counsel accepted the boycott was not in play any more and now they would have some current sales figures upon which to at least gauge some sense of sales value presumably?

How much that would be? I don't know, not sure what the sales so far equate to or what the SDI % would look like...
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If SDI are citing RFC as being in breach, that breach would have occurred when one garment was sold, so the sales figures after the breach should have no bearing?

Sorry but is that too simple a test?
 
So what is going on with Sports Direct?

I'm a layman when it comes to this retail stuff but as far as I understand,we can buy strips/merchandise from the club,JD sports and Grieves.
 
Valley Bluenose said:
If they were seeking an interim interdict to prevent us selling any more kit then you'd have expected a decision last night or, at the latest, this morning.

Maybe they've not sought an interdict but are seeking resolution of the 'matching deal' stuff.

The fact we are still selling via Rangers outlet indicates no injunction granted (as yet).
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We had an agreement with SD that we could sell from the Rangers store.
 
BlueBeatts said:
I had to call JD tonight to ask about my order of the training top which was on pre-order. The woman I spoke to said mine was on route to store for collection which she then said I was lucky. Apparently a memo went out about 5pm today explaining Rangers FC goods had been temporarily stopped for processing and no further detail had been given. “She wasn’t privy to know” she said. Quite helpful she was.

Not sure if this now means Ashley has something from the courts if this is all true.
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I got an email from JD saying that they’re getting stock in from early November.
 
Dave570 said:
We had an agreement with SD that we could sell from the Rangers store.
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I think you may be confused. We didn’t have thegersstoreonline at any point in our relationship with SDI, so there was no ‘agreement’. Are you thinking of the MegaStore at Ibrox? If so, that was, and remains, an SDI operation not a Rangers one and is NOT selling the Hummel kit.
 
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