Mordavia - The Franchise or Sale - Agenda Proposal

nzLARPS
#1

I would like to raise a point for the agenda even though I’m not a commitee / society member.

My suggestion would be to recognize the importance of the founder of the Mordavia brand, how in his founding of Mordavia LARP has brought together this community. The importance of his original input, organising of the group, writing the base rule book, and the many other contributions to Mordavia in its infancy.

If you are to sell Mordavia LARP in a kit or a Franchise as a non-profit outcome, that will benefit your society that sucked on Mordavia’s teat for it’s original growth, then I would like to see the founders group in the south to benefit from this in a form of a percentage of the non-profit sales, to go towards Southern Mordavia’s own “non-profit” LARP kit.

I would like to also point out that I have never been consulted on the handing of Mordavia over to the Society or the sale of the Mordavia Brand, I have till now have allowed it to go the course unhindered, but now must insist that my contribution to it’s beginning and growth be recognized in either form of a Percentage of what you propose in your agenda or by other means that we both agree upon.

  • Scottie
#2

Hey Scott,

What is the legal status of the Southern Mordavia organisation ? Are you an incorporated society or similar ?

Whilst I have a lot of respect for the effort you personally contributed to Mordavia, I do not agree with your assertion that nzLARPS has “sucked on Mordavia’s teat”. The simple fact is that Mordavia had outgrown its beginnings and needed a larger framework in which to flourish.

Indeed, with the advent of nzLARPS, the model of participation was opened up, as can be demonstrated by the number of Mordavian daygames that have occurred since nzLARPS gained ownership of Mordavia.

Because Ryan saw fit to open the project up to a larger community, this meant that we could leverage the Mordavian experience into the development of new and different larp games. This is demonstrable in terms of Pirates, Ravenholme, Nibelungen, all of which will hold games in the near future. Even the venerable Skirmish has benefited from its association with nzLARPS.

We are trying to find ways to fund new larps. Leveraging the Mordavia brand seems and obvious avenue to consider. What “Percentage” do you think is appropriate for Southern Mordavia ? This will be a factor in our go/no-go decision with respect to developing a package for sale.

#3

If you are to make a “Non-Profit” profit into the coffers of the Society, from the selling of Mordavia as a franchise or other I would be thinking of the figure of 20%, however I am prepared to negotiate of that figure.

I think the society would find this figure reasonable, I’m not out to do the society out of funds, but after all if you are preparing to sell portions of what I had invested time into to start up all those years ago, it is only fair to ask for a percentage of that sale.

If my claim of founding the Mordavian group is in question I would happy provide the hand written copy of the original rule book and it’s future revisions over the course of infancy.

Also while I am not incorporating the southern group, I have no objection for the NZLARPS society setting up a spending account for the Southern group, where this percentage is deposited and then quotation from suppliers is presented for the society to provide funds to those suppliers for equipment to work with. After all these funds would be used for developement of the first Southern Mordavia campaign, which has a price tag of nearly $5000.
Also I have kept updates of progress on my project on Diatribe, if any doubt of where my money and effort has been spent should arise.

#4

Hiya Scott

I’m not sure I have this totally clear - you want (potentially) 20% of profit made off the Mordavia brand with which you will fund Southern Mordavia (independant, non-affiliated) - and you feel you have a claim to this because you co-founded the game?

Maybe the irony here is that we fund or partially fund all nzLARPS projects anyway - so if Southern Mordavia became an nzLARPS project we’d already be sending money and support down to you. We’d hook you up with whatever we had available.

In regards to your claim that you should be entitled to a share of gross profits I think you need to get a little bit real. The Mordavia setting was adapted from a computer game, the rules v.1 were not-that-good (even if they were groundbreaking), and the IP is fairly generic fantasy. But that’s irrelevant because there’s no denying you worked hard on it all.

More importantly, to say that you have some entitlement to a piece of a multi-year project that dozens of people gave hundreds of hours to isn’t really much more than arrogant. Is Steve going to ask for some money because he got the books in order? Should I claim “my share” because I “invented” the gypsy camp? Why doesn’t Alan claim some because count von Braun made Mordavia? I don’t think any of these examples are much different.

These people and about a hundred others made Mordavia what it is now, and without them we probably wouldn’t be talking about licensing the game internationally. And if we do sell it overseas? The profits are headed to nzLARPS to create more and better larps. Well, 90% of them are because I will demand a 10% cut when I sucessfully negotiate the contract. Not.

But I might be getting off-track because I don’t understand what exactly you’re asking for. If you just want to fund S.Mordavia with it, we have better ways of funding larps than pretend deals like this, so I suggest you propose it as a project/affiliate… I think S.Mordavia would benefit considerably more that way.

Disclaimer: written at 4am. Coherency not guaranteed.

#5

Hi Scott,

It is the mission of the society to help all larp in NZ grow, and it will do whatever it can within its charter to help it happen. The society would like to see your larp grow, and other larps in Christchurch grow too.

NZLARPS would love for your larps to be projects of the society. The reasons for this are entirely altruistic. Given that your larp is in Christchurch, the Auckland members have nothing to gain from funding your larps, and whether you believe it or not we have no egotistical desire to “conquer” or own all NZ larp either. The society is a legal entity dedicated to growing larp, and we are just its current caretakers.

If a number of larps with different organisers in Christchurch were members of the society, then the resources accumulated by each larp could be shared in a common pool. This is the central concept of the society, that sharing means everyone has access to more stuff. We believe your infant local larp community would benefit from this, and you yourself would benefit, which is why the society would love for your larps to become projects of NZLARPS. You’ve got a lot of skills to share with your local community, and once larp down there grows they will give back to you tenfold.

If your Mordavia campaign was a project of the society, I don’t think we’d be discussing selling the www.mordavia.com domain name now. It would be clear that the value of the domain name to your larp outstripped any monetary gain from the sale that could be put back into other larps. While you might think I want to “kill” Mordavia, that isn’t the case. I just want the very mature Auckland larp scene to have a crack at some new ideas, and I think the Auckland Mordavia campaign has run its natural course. I have no problem with Mordavia campaigns running elsewhere.

Alternatively, you could become an affiliate. Affiliates of NZLARPS are entirely independant entities. The Auckland University roleplaying club AMERICA is an affiliate of NZLARPS, for example. For the most part, affiliates do not receive funding, but all things are flexible. If any gear created with funding was vested to the society, I suspect the society would be happy to fund an affiliate.

Note that almost all funding from NZLARPS comes in the form of loans to run individual events, that must be repayed immediately after the events. Any props built with the funding become property of the society, but obviously we’d want stuff built in Christchurch to remain down there for local groups to use. The only exceptions to receive direct funding that does not need to be repaid are large-ticket items like generators, trailers, etc. that are used across many larps and benfit the whole local community. These are funded from surpluses in the society coffers.

To cut a long story short, the society would be more than happy to fund you up to the earholes for larp kit, so long as your events make the money back and the kit is made available to the whole local community.

For all of the above reasons, the question of “who owns Mordavia” is kind of a silly one. Unless you want to make a personal profit from ownership of it, which you are saying you don’t, the clear way forward is to accept funding from NZLARPS on the usual terms: that the results of funding become communal property. That way you’ll get all the funding you’re asking for as founder of Mordavia.

Can we get a response to that first. If it makes sense to you, then we don’t need to get into the icky business of who “owns” how much of Mordavia. That’s an incredibly sticky question because nothing was ever agreed up-front about it. I’d love to avoid what is so common in larps overseas, that organisers of larps bicker over ownership and the whole thing descends into a fragmented quagmire. That’s one of the reasons I thought it was a good idea to vest ownership of Mordavia to the community.

Again, in brief, we’d like to give you everything you want, under the umbrella of the society so that any other larps in Christchurch have access to the resources created.

Cheers,

Ryan

#6

The reason I have not affiliated or became a project of NZLARPS is for creative differences that I have towards members of the current society commitee, I could not entertain the idea of even being a minor affiliate while these people continued to be chairing or assisting the society.

I have put this to the agenda for a vote on the basis that this Larp event that was the labour of my many years of blood and sweet in its infancy has been taken and given to the NZLARPS society without even an ask for my thoughts towards the idea, this I let fall by the waist side to avoid this arguement of who owns what and it was naturally consumed into a NZLARPS project. However if you are to profit from my labour then my group regardless of affiliate status should profit too in the form of raw materials to build kit.

Because of my standing towards becoming an affiliate or a Project of the NZLARPS society is the reason for my suggestion towards an “expense account” by what I understand of Incorporated Societies they can fund projects outside of the society, in this case the funds would be the percentage that the society would gain from a Mordavia sale, this percentage would go back towards the original founder of their (previously) main project to help fund that founders future projects regardless of being a member, project or affiliate.

I’m not out to conquer NZ with a nation wide LARP, I do however expect that if the NZLARPS is to benefit from sales of an idea that I founded then I should be entitled to a percentage of those sales, keeping in mind that I was never consulted about Mordavia being “owned” by the society should the co-Organiser (Ryan) should give up the project.

In regards to a kit being available to a community, my kit has ALWAYS been available to LARP interested parties, even since my introduction to LARP. I do not need to be a member of a society to help LARP interested people of the community, it comes naturally on its own accord.

Please also take into regard that there is no LARP scene in Christchurch other than myself, there are no small groups like the Auckland community before the induction of Mordavia, (or later) the Society of NZLARPS. What has been achieved down here thus far has been through my contact of groups interested in similar activities but not directly LARP related.

In short, a gesture of good will, would be NZLARPS first step in securing my future mutual help. I really would prefer if this was not to get ugly, and this is why I have put it to the board to consider this proposal, but as the founder I am entitled to any “non-profit” profits the society would accumilate via the project of Mordavia sale, this is to be invested into my own Non-Profit project of Southern Mordavia being organised in Christchurch.

Scratch my back and I shall scratch yours.

#7

OK so there are three things you’re saying:

  1. Mordavia IP belongs to you.

  2. nzLARPS could illegitimately benefit from Mordavia IP

  3. You want funding and support for S.Mordavia

The answer to #3 is: Please ask for funding and support through the channels we have set up specifically for doing so. Here’s the affiliation document.

Can we drop that question and discuss only question 1 and 2? If I have these wrong could you clearly re-word?

#8

Number three is not clear, I am suggesting the percentage into an society set up account for providing materials for my project “Southern Mordavia” in the south, which I am funding out of my pocket.

If you are prepared to benefit out of a LARP system that I founded then you should be prepared to put a percentage aside for the founder.

In short if you really want to start getting into the IP side of it, then so be it, but I was hoping to avoid that and come to an agreement without any legal mumbo jumbo.

I do not believe that if you put something together and allow others to improve on it, that when they come to sell it that your own future project should not benefit from the original fruit of your labour. In effect it shouldn’t even be a project of NZLARPS.

so let’s rephrase your points the same way:

  1. A portion / percentage of Mordavia does belong to the founder, who did not completely relinquish the system, I have always argued this case on multiple occasions

  2. NZLARPS Already benfits from Mordavia which was not the organisers to give, but was unhindered in this giving as it would benefit the LARP community as a whole not just as a Society.

  3. If you are to sell Mordavia then there should be a percentage put aside for the person who provided the idea in the first place and has joint ownership in the project, even if he has been a silent partner for the last 5 years.

#9

How does this suit as a way of phrasing your motion:

In recognition of Scott Farndon’s founding and early contributions to Mordavia, NZLARPS will loan funding to his larps in Christchurch without him being required to become a member, project, or affiliate of the society. All resources created by this funding will be the property of the society, but will remain in his care for so long as he makes them available to the larp community in Christchurch, especially to members, projects, and affiliates of the society. The loans will be made available on an event-by-event basis, to be repayed to the society after each event.

Further, if in the future the society packages Mordavia for sale then the core products and services (printed rulebooks, scrolls, guild badges, webspace, etc) will be made available to Scott Farndon at cost.

#10

I’d like to address this separately.

You’re clearly referring to me. I wasn’t on the society committee last year, but you didn’t join then either.

Further, it’s prescribed in the society’s constitution that projects and affiliates have complete creative independance. The society cannot tell a project how to run their larp, it is forbidden by the constitution. There are only three cases where the society would deny funding:

  1. If the society does not have the level of funding required available in its coffers.
  2. If the project or affiliate engages in illegal action under NZ law or acts in a way to bring the society into public disrepute.
  3. If the project or affiliate does not provide financial documentation showing how they will repay the loan.

I don’t imagine for a second that any of these will be a problem for you. Therefore, it doesn’t matter who is on the committee. There are nine committee members, and between them they will follow the society’s constitution and not interfere in the running of larps that are projects and affiliates.

I’m mostly pointing this out for the benefit of others who might be considering joining the society. The society is a tool that you use to create your larps. It does not tell you how to run them, except for asking for clear documentation of where the money goes and comes from. The society is not “in charge” of the larps run under its banner. You are. The society doesn’t own any IP you create unless you gift it to the society. All it retains is ownership of is the resources you create, so that those resources can be re-used by other larps.

#11

You’re assumption on that matter of creative differences is only partially true, there are others that I will not associate myself with, that have an active hand in the commitee.

I’ve put this to the commitee for consideration and look forward to their ruling on it, I don’t want this to turn into a legal matter, but I am prepared to go down that path if it comes to it.

I strongly believe that my work on Mordavia was crucial to it conception and continuation. While I had no problem with the NZLARPS running the project and re-cooping their money after each event, I do have a major problem with franchising it out and taking the “non-profit” profits of this sale and putting it solely into the societies account when in fact there are portions of this project that are outside of the societys membership, that should be looked at for compensation, while I too do not want to benefit financially from this project I do however wish my current group to recieve the percentage of funds agreed to as a Non-profit group to go towards their current kit, this would also include donations to Southern Mordavia players to help build their own kit.

Further more there were three main people at the conception of Mordavia, Lincoln Wood also had a hand to play in its conception, the difference here is that Licoln has given LARP up while the other two have not, I think the society should also look at the part Lincoln played in its conception and what the society will gain from a sale of a project that is not FULLY theirs to sell.

I look forward to the results of next months agenda meeting and the decision NZLARPS will come to on this crucially important matter.

#12

I take it you’re not interested in the compromise I suggested, then.

Legally the whole thing is a lose-lose for both you and the society. The Mordavia larp is very clearly a derived work, and none of us legally have the right to make any money off it, non-profit or otherwise. The law is black-and-white on this. Taking it to the law would result in no-one anywhere making money from it.

Are you laying claim to a percentage of profits from any sale of the mordavia.com domain name? As I recall you objected to me buying it, saying it was a waste of money because we had larp.com/mordavia for free.

#13

[quote=“Ryan Paddy”]How does this suit as a way of phrasing your motion:

In recognition of Scott Farndon’s founding and early contributions to Mordavia, NZLARPS will loan funding to his larps in Christchurch without him being required to become a member, project, or affiliate of the society. All resources created by this funding will be the property of the society, but will remain in his care for so long as he makes them available to the larp community in Christchurch, especially to members, projects, and affiliates of the society. The loans will be made available on an event-by-event basis, to be repayed to the society after each event.

Further, if in the future the society packages Mordavia for sale then the core products and services (printed rulebooks, scrolls, guild badges, webspace, etc) will be made available to Scott Farndon at cost.[/quote]

Ok I missed this post but that’s cool.

I’m not interested in a “loan” from NZLARPS as member or non-member, I am funding my own projects. However in saying that if you sell some of my work that is packaged with the Mordavia brand I expect a percentage to go to the Southern Mordavia group for their kit and the general now exsistant larp community in CHCH.

So in short, what I would be interested in seeing as a compromise is something along these lines.

"In recognition of Scott Farndon’s founding and early contributions to Mordavia, NZLARPS will consult him upon any proposal of sale or other financial gain from his combined work in Mordavia, without him being required to become a member, project, or affiliate of the society.

A 20% percentage of funds created in a sale of the Mordavia brand will be contributed to Scott Farndon by the society in the state of a Expense account held and managed by the Society, funds would only be allowed to be paid upon quotation from a supplier Scott Farndon provides, the transaction of money leaving the expense account will then be paid by the Society into the suppliers account.

Kit made by this expense account will remain in the care of Scott Farndon, which will be loaned to the LARP community in Christchurch for events and functions (a maintenance charge may apply), especially to members, projects, and affiliates of the NZLARPS society. The loans will be made available on an event-by-event basis, Maintenance costs and or damages are to be payed to Scott Farndon for repairs after each event.

Further, if in the future the society packages Mordavia for sale with Scott Farndon approval then the core products and services (printed rulebooks, scrolls, guild badges, webspace, etc) will be made available to Scott Farndon first at cost."

Right so here’s the deal, we agree on the percentage, and the above, I’ll make my kit available to NZLARPS in Christchurch on loan basis, also I will provide your members discounts on any weekend long event that is open invitation to all of the LARP Community.

I do however reserve the right to own my own club kit that is available to the community, and to charge maintenance and repair costs as applicable.

Seems to me like a sweet deal, you get to loan from a modernised gear pool you didn’t have before in the South of the Country, I don’t have to be a member or other, your members get the gold treatment and I fund and own my own events without having to give them over to the Society if I choose to abandon the project.

#14

I can’t say whether that motion is likely to pass at a committee meeting because I can’t read the other committee members minds, but I think there are three changes that would make it more likely to pass:

  1. Include a provision that all of the funding from the profit slice will be put into creation of long-term resources. I.e. it will be used for making gear, not expendables like food/accomodation/etc.

  2. Remove any mention of maintenance and repair costs associated with gear loans. In your motion the loan gear is being paid for by your proposed slice of any hypothetical future Mordavia profits. That same profit slice can be used to maintain them, especially if its a slice of ongoing profit. Maintenance fees turn it into a form of hirage, which will put potential borrowers off. When I say borrowers, I’m specifically thinking of other larp groups that may form in Christchurch in the future and may or may not join NZLARPS, as opposed to individual borrowers.

  3. Include a statement to the effect that all gear paid for by this Mordavia profit slice will be donated to the society in the event that you no longer have a use for it.

Also, can you clarify whether you have in mind a slice of the one-off profits from the sale of Mordavia effects (props and website), or only profits form a hypothetical packaging of Mordavia as a product/service and sale of it to multiple game runners.

#15

[quote=“Ryan Paddy”]I can’t say whether that motion is likely to pass at a committee meeting because I can’t read the other committee members minds, but I think there are three changes that would make it more likely to pass:

  1. Include a provision that all of the funding from the profit slice will be put into creation of long-term resources. I.e. it will be used for making gear, not expendables like food/accomodation/etc.

  2. Remove any mention of maintenance and repair costs associated with gear loans. In your motion the loan gear is being paid for by your proposed slice of any hypothetical future Mordavia profits. That same profit slice can be used to maintain them, especially if its a slice of ongoing profit. Maintenance fees turn it into a form of hirage, which will put potential borrowers off. When I say borrowers, I’m specifically thinking of other larp groups that may form in Christchurch in the future and may or may not join NZLARPS, as opposed to individual borrowers.

  3. Include a statement to the effect that all gear paid for by this Mordavia profit slice will be donated to the society in the event that you no longer have a use for it.

Also, can you clarify whether you have in mind a slice of the one-off profits from the sale of Mordavia effects (props and website), or only profits form a hypothetical packaging of Mordavia as a product/service and sale of it to multiple game runners.[/quote]

Number 1, was my intention anyhow, it would be spent on kit or raw resources being donated to Players to allow them to build their kit.

Number 2, I’ll remove the maintenance section of that clause and use the slice of funds to maintain it if there is a ongoing slice, however if it is a one off payment then I believe the maintenance clause should stay as those funds will only last for “X” amount of time. In regards to damages this does not mean standard wear and tear, rather if it was damaged through mis-use or intentional damage to kit.

Number 3, The remaining profits upon my retirement from LARP will be given to my predecessor in Christchurch for further raw material expense, otherwise the account will be donated to the Saga Society where they will have use of the account to help build larp further in Christchurch. The remaining gear will remain in my care, I will not give away hours of labour for free. In the unlikely event I retire completely, then this gear will be sold at cost of materials plus a surcharge for time spent on construction, keeping in mind that most of my gear is no longer constructed by conventional means used by the LARPing community.

I’ll let the Society decide if Southern Mordavia will have an ongoing slice or one off payment based on the sale or franchise of Mordavia, if it is to be a one off then the maintenance clause remains, if ongoing the maintenance will be absorbed by the expense account.

#16

What’s the Saga Society?

#17

diatribe.co.nz/viewtopic.php?t=183

They do a LARP or two once a year as part of their Bucket of Dice event.

#18

Just to be clear, doesn’t this clause effectively mean that you can sell the gear funded by NZLARPS at any time for your personal gain? That doesn’t seem to sit with your previous statement that Mordavia South is non-profit.

#19

The arguement was and still is if NZLARPS is to benefit from parts of my intellectual property then they should be prepared to fund the Southern group with an expense account with a percentage of the takings.

Labour is never free, and the surcharge will encompass that, my groups kits will be available to NZLARPS and other larps in ChCh but is not strictly owned by NZLARPS. The society is recongising they are benefiting from a non-members work and is providing a non-profit solution of reimbursement towards using this IP.

Just the same as the concept of Mordavia would be sold back to myself being the main founder, it too would be the same with the kit, especially when neither side will be able to differentiate exactly who paid what on the raw materials to construct that kit in the first place, let alone kit that already exsists.

The Society is getting the benefit of using the Southern kit for any exploits they may wish to partake in Christchurch due to recognition of a system that was not fully there’s to benefit from.

This Kit is the Community Kit, not the Society, the Society will just have access to it, which is more than what they would currently have.

#20

On the contrary, all of the many hours of labour that myself, Craig, Gareth, Steve, Mike, and many others have put into Mordavia kit has been 100% free. We have donated all the fruits of that labour to NZLARPS, because the society is dedicated to serving the larp community and we support that rather noble goal. The society is the only legal entity in NZ whose sole purpose is to attempt to provide anyone who asks with support for their larping. It was expressly created for the purpose of sharing resources with the community. It is not a club or a group, it is a cross-group resource sharing facility.

I just want this to be 100% clear. You want NZLARPS to give you some money that it might make in the future, to build some stuff that you will lend out until you decide to sell it and keep the profit. By that approach, NZLARPS is effectively giving you a personal payout. “Non-profit” is not the correct term in that instance.

I assume you don’t want to pass those resources back to the society that would have funded them because a) you feel you deserve personal compensation and/or b) you don’t want to support NZLARPS, perhaps because you are opposed to it as a concept or you have personal issues with some of the members.