<<So NOTHING in the Agreement was "documented
explicitly to the contrary"; but I don't think that has any bearing one way
or the other on Wizards' ability to revoke the draft material at will,
without notice.
>>
Most common law allows for "at will" termination with "reasonable notice". It is _because_ of the lack of explicit terms that I'd assume that "reasonable notice" would be required. That's the reason I feel that people who've spent a lot of time and money and are going to press now are probably OK, but people going to press in a few months might not be.
It depends on how much, if anything, was documented.
In MA the law states:
Chapter 106: Section Section 2--309. Absence of Specific Time Provisions; Notice of Termination.
(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.
(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
Under (3) above, if it were documented that the event which shall trigger the immediate termination was the update of the SRD, then perhaps the term of the agreement would terminate abruptly. If, however, it were merely an "at will" agreement, then "reasonable notification" is required if the "operation would be unconscionable" (i.e., if people would have to stop printing stuff they were about to release next week and had invested a lot of cash in to bring to market).
I mentioned this only because somebody said that one of the publishers here might have to cancel one of their products. They might indeed, if they weren't really ready to release it and had just done a bit of work. But if it were about to go out the door, then that's probably not "reasonable notification."
Of course, IANAL, and perhaps those who are lawyers here would disagree.
I think it really comes down to the explicit terms of the "gentleman's agreement", if there were any.
<<
I wouldn't risk it. You can if you like, but I'd check with your lawyer
first. It looks to me like you'd be releasing derivative material without a
license, period.
>>
See above. At least in MA, many "at will" licenses can't be terminated unexpectedly with a snap of the fingers if such an act would be considered a lack of "reasonable notice".
<<
If it costs you money to hold off at the last minute: well, such have ALWAYS
been the known risks of the Gentleperson's Agreement.
>>
Martin, you earlier said there were no explicit terms of the agreement. Now you say things have always been known. I'm just telling the publishers here to verify what the terms were, if any, to make a value assessment themselves or with their lawyers, and to contact WotC regarding what would be a "reasonable" drop dead date based on production status.
Lee
