[Bob Kuczewski]

Hello astronaut,

Thanks for taking the time to post.

I've attempted to type in the contract by hand (including any misspellings), and I'd like to ask for help to be sure that I didn't make any mistakes. Would you (and anyone else reading this topic) please take the time to ensure that the following transcription is accurate? Please post any mistakes that you find so we can be sure that we're starting with the proper facts. That would be a big help in further discussions. Thanks.

Unreviewed transcription of Seedwings Europe contract from http://tinyurl.com/Seedwings1992contract:

SEEDWINGS
MANUFACTURER OF THE SENSOR

DESIGN, DEVELOPMENT AND
MANUFACTURING LICENSE AGREEMENT
for the
SEEDWINGS INC. SENSOR 144 - 610

Thank you for requesting Seedwings Inc. to design and develop a new small hang glider for you. This document is to confirm the agreements for your licensed manufacturing of the all new Sensor 144 for a contracted period of time.

As you have asked of Seedwings Inc., we has developed this new high performance, high aspect, small VG Sensor using metric 7075 T6 leading edge tubes and ribs with a new quick setup procedure, easy handling and high performance. The technical expertise of Seedwings Inc. developing and the refining of this new design is, we believe unmatched by any other company and small glider in its category. We are now ready to transfer the technology to you under the terms of this contract.

This manufacturing licence agreement is made and entered into as of July 24, 1991, by SEEDWINGS INC., referred to as the "licensor", is as follows: Any breach of this licence agreement will void the distribution rights of Seedwings Europe.

1. This manufacturing license is for the Seedwings Inc., 610 Sensor 144 square foot size only. Seedwings Europe is to have the manufacturing and distribution rights for the Sensor 144 size in Europe until July 24, 1993. Jorne Erik Lothe, Lilly LeBlance and Mike Theocharis are to remain the only individuals Seedwings Inc. reserves the right to sell Sensor's to on a continuous basis.

2. The larger size Sensor 610 development, also with your request, will be ready January 1992 for a all new sole and separate licence agreement. Any different size of the Sensor 610-144 built by Seedwings Europe from the Sensory 610-144 technology without the original technology and written agreement from Seedwings Inc. will void the distribution rights of Seedwings Europe.

3. The exclusive names in hang gliding world wide, Seedwings and Sensor, shall only be used by the Licensee with the name (EURO) for example or other appropriate name attached to the name (Seedwings Europe and the Euro Sensor 144) for the term of this manufacturing agreement. It is also agreed that their is no other agreement either extended, implied or otherwise stated out side of or beyond this license agreement to use the names of Seedwings, Sensor, 510 and or 610 and or the Seedwings Inc. logo symbol. After the terms of this agreement the Sensor and even the name of your company must be renamed to omit the names Seedwings and Sensor or a royalty use fee will be fairly requested to be paid to Seedwings Inc.

4. Any experimental hang glider and of a different size built by Seedwings Europe that is not a Seedwings Inc. originated Sensor model and size is required to be renamed and the name written visibly on the sail.

5. The price for designing, developing, building and testing is a payment for the contracted project to a fixed level of completion. That fixed level of completion is tested and passing the HGMA airworthiness certification test levels but not necessarily HGMA certified. The development payment amount for this manufacturing licence agreement is US $_______ dollars and is non-refundable, non-returnable, or otherwise compensated for either during or after the term of this agreement. Payment will be in two parts; metric anodized 7075 T6 seamless drawn tubing and the balance of money paid just prior to the delivery of sail patterns and all dimensions to build the Sensor 610 -144 and also the first two 144 updated prototypes. The first prototype for load testing only and the second for pitch and flight testing.

6. The licensee will have the right to future Seedwings Inc. hang gliders in licensed manufacturing and or dealer distribution if all terms and conditions are in agreement at that time. Terms and conditions will include things like, price of the development/licence fee, Seedwings Europe quality control and airworthiness record and a balanced monies account with Seedwings Inc.

7. To assist air worthiness and quality control similarities, the licensee should purchase at least 6 Seedwings Inc. Sensor 144 per year ordered two or three units at a time. The price will be standard dealer price or 30% off retail. At this writing the retail price is U$4,500.00, dealer price is U$3,150.00 plus a container for U$40.00. January 1, 1992 the retail price will be U$4,600.

8. Manufacturing technology includes the patterns, method of construction, materials specifications, frame, parts and components specifications. Any significant departure from the original design, quality control and or airworthiness will void the distribution rights.

9. Training on the production of one 144 sail for Seedwings Europe is optional and would be for only one week. Your own video tape equipment and lots of batteries is suggested. The cost of this one sail will be $1,950.00 USD. The sail maker trainee will be on Seedwings Europe payroll and will not cost Seedwings Inc. wages or other costs.

10. In the spirit of success, producing the best hang gliders that possibly can be made, we agree to work together to help each other succeed.

Note: The original document appears to have been signed and completed on January 30th, 1992 (shown as "30.1.1992" below the signature lines in the original PDF file).

PLEASE POST ANY DIFFERENCES THAT ANYONE FINDS FROM THE ORIGINAL.
IF YOU BELIEVE IT'S CORRECT, PLEASE POST THAT AS WELL.

Thanks.

[Edited to include Joe Faust's changes below ... July 2, 2011]

[JoeF]

Transcription errors:
TG needs to be T6 in second paragraph.

In paragraph 6 the spelling of development/license should be with the "c" for licence.

In paragraph 9, the start of the first sentence, the tranciption first instance of "the" should be "one".
===========================================
Thanks, BobK, for the transcription effort.

[JoeF]

Astronaut,
The "hearing" seems to miss the impact of
"even the name of your company must be renamed to omit the names Seedwings and Sensor or a royalty use fee will be fairly requested to be paid to Seedwings Inc."

BoB Trampenau used the first horn of the matter and did not use the second horn. That is, a royalty fee was not fairly requested by BobT. The Brothers could not unilaterally force a royalty fee, but were faced with the first horn at BobT's choice, that is, the stopping of the Brothers from using "Seedwings" in their name. The "or" is very fundamental here. The Brothers had no right to go ahead just in offer of some royalty. BobT's refusal of using the second horn of the choice was a move that should have been respected by the Brothers; the costs of the refusal to keep contract are still mounting every day.

JoeF

[astronaut]

Couldn't the word "or" also mean "if not" in this particular context? Meaning if you do not omit the name Seedwings you will be fairly requested to pay a royalty.

I don't necessarily see the sentence as being broken into two separate parts that can stand alone.

(My native language isn't English)

[Bob Kuczewski]

Thanks for the proof-reading Joe!!! You're an eagle eye.

As you've both pointed out, I think this is a very important sentence:

"After the terms of this agreement the Sensor and even the name of your company must be renamed to omit the names Seedwings and Sensor or a royalty use fee will be fairly requested to be paid to Seedwings Inc."

As I read it, it says that if the name isn't changed, then a royalty use fee will be fairly requested. It seems to me that Bob is required to request a use fee appropriate for his value of his company's name. That value can be fairly subjective, and it's not uncommon for people to pay millions to protect their trade names - especially if they've been in use for a long time. I think Bob's next step is to really and truly decide on the value of his names being used in this context. Then he should make an official request. Depending on his valuation he might get either the money ... or his names back.

How does that sound?

[astronaut]

That sounds like a possible solution. But if the EU brothers actually did offer to pay royalty - and it was refused - and Mr. Trampenau hasn't legally protected his name in 18 years I don't think a judge would rule in his favor.

That's why Apple, McDonald's etc. fight so hard every time someone even remotely tries to benefit from their name. If they don't they will gradually loose the right to their name.

I'm not saying it is fair to Mr. Trampenau but I don't think his case will stand in court after all these years.

[Bob Kuczewski]

I'm not an expert on the law, so please take this as layman's commentary.

That sounds like a possible solution. But if the EU brothers actually did offer to pay royalty - and it was refused - and Mr. Trampenau hasn't legally protected his name in 18 years I don't think a judge would rule in his favor.

It seems that it would depend on whether their offer to pay was sufficient. If Bob wanted $10 million, and they offered $10 thousand, then his refusal was his choice. The contract doesn't place a limit on the amount. But the contract is fairly clear that Bob must state the amount. I don't think it places any limitations on that amount.

That's why Apple, McDonald's etc. fight so hard every time someone even remotely tries to benefit from their name. If they don't they will gradually loose the right to their name.

I believe you're correct. But that's where deeper pockets can provide an unfair playing field. Bob may not have the resources to fight something like this, and that's not fair to him.

I'm not saying it is fair to Mr. Trampenau but I don't think his case will stand in court after all these years.

I don't know about the time limitations, but I do believe that we - as a hang gliding community - can do more than simply tell people that they should go to the courts. In fact, that's one of my big departures from USHPA. I do believe that within the constraints of the law, we can work together to resolve conflicts in the hang gliding community without forcing disputes into the courts. I would like the US Hawks to eventually offer those kinds of services. They may not be binding (probably wouldn't be), but just as with the HGMA, voluntary compliance can go a long way toward improving the situation for everyone's benefit. That's why I've written to both sides, and that's why I'd like to see both sides present their claims in this forum. Let's see if we can find a solution that's fair to everyone.

Mostly, thanks for posting your thoughts. I really think we can build a better organization by treating people fairly and with respect. Your comments have been consistent with that goal.

[astronaut]

I just noticed that the EU Seedwings actually mention and link directly to US Seedwings:
http://www.seedwings.at/en/welcome/history.html

[astronaut]

The Bangheri brothers DID pay him royalties. But Bob doesn't mention that when he claims that the Bangheri brothers "stole" his name and used it without permission.

Bob didn't want to produce different sizes of his gliders. But there was a market demand for that. So the Bangheri brothers developed a smaller version of the 610 that they were producing on licence at the time. I think they named it Sensor 611. The development was done together with a Seedwings Inc. employee that worked in Austria for a few years. They even offered it back to Bob for him to produce too but he refused.

They then went on to pay him well over FIFTY THOUSAND us dollars (worth even more back then) and they continued to use the Seedwings name.

But somehow Bob still claims that Seedwings Flugsport GmbH violated the contact and didn't pay him any money. Well, that's simply just not true.

Maybe he is just filled with envy that they went on to develope a glider in every performance catagory, design their own harnesses etc. For a few years (mid 2000's ?) Bob hardly produced any gliders at all.

According to the Seedwings Inc. homepage Bob has produced 1200 gliders. The Bangheri brothers have sold more than 3000 and they haven't existed for nearly as long.

Bob doesn't tell the whole story. The Bangheri brothers are decent guys. They DID pay a large sum of money and have rightfully continued to use the name and become one of Europe's most successfull manufactures.

[Neil Larson]

As one of the early 1970's "founders" of the original hang gliding "movement" in Southern California, I have had the opportunity to view the progress of this sport over the past 40 years. Of course there are those who will have a more in depth knowledge of our sport, but I do not claim to be anything more than a interested bystander. It appears to me the USHPA (one time US Hang Glider Association) has settled for quantity over quality by seeking to gain power through mass group increase in numbers of members and simply choosing to avoiding dealing with really very basic issues of club integrity.
The specific case of obvious copyright infringement of the Seedwing Hang Glider, has been tossed aside by those in command of the USHPA. In my opinion the USHPA was overrun, overwhelmed & overhauled when it allowed Paraglider "pilots" the equal status in membership. After years of membership by hang gliding (only) members the USHGA decided to mushroom in growth by recruiting paraglider pilots. The problem with mushrooms is they are a form of mold or fungus. Mushrooms grow abundantly in the presents of manure. So now the USHPA is simply too full of SH*t to be concerned with standing up against a basic case of international crime. It should also be pointed out paragliders launch best from what we can call the slippery slope, and so it goes. Perhaps now that the horse is out of the barn, it is far too late to be concerned with shutting the door. My sincere sympathy goes out to by inventor Bob Trampenau.