Large Scale Central

Cordless Renovations, LLC Acquires RCS

General Discussion
#41

Rick,
the legal argument is really not for this site, but I believe that both parties need to put forward their case in public. For the most part, the modeller’s main concern is the continuing supply of the Elsema derived control system.

   I fail to see how the 'non-compete' clause is applicable,  as Tony retained the brandname only and is concentrating on the 2.4g equipment and has relinquished rights to the earlier 27 meg (?) model.  I fail to see how the 2.4g based equipment is able to be infringing the 'non-compete' rights that you purchased,  as your newly acquired equipment is based on another frequency.  Maybe the Aristo 'Train Engineer' infringes if this is your argument?  I really do not feel that Tony is contemplating offering an identical style of control to the Elsema/Elite as he seems to consider the technology now outdated, according to an earlier posting,  whereby he states that new technology was only months away,  making the Elsema technology seemingly obsolete.

   I do not feel that Tony sees your company as direct competition,  as he is concentrating on the 2.4g market and Aristo's Evolution.  If the 'non-compete' and 'Gage Order' clauses are so strictly defined,  then so also would the sale of the brandname be explicitly defined,  if included in the deal.

  
   Further to above, your statement refers to manufacture, sale and distribution of the Elite series within North America.  This would presume that you do not have worldwide distribution/manufacture/sale.  If not,  then who holds the rights outside of the North American continent? Will you be the only company worldwide manufacturing the product,  or has Tony sold those rights to other parties? (rhetorical question, simply musing)
#42

Tim, this is a subject that I have said many times in many forums, that this is not the place to air ones dirty lawndry, nor is it anyones business. But, my question to you and everyone on this site is…when I manufacture the same Elite Series product line for Don Sweet & Dave Goodson, keep the same 27mhz frequency and then (18 monts) ad an additional product line in the 2 meter band width that comes with our “No Questions Asked” warranty for 18 months and offer an additional PNP Sound Decorder. Do you want your product warrantied overseas or here in the US?

Rick Isard
Cordless Renovations, LCC

#43

Rick,
I do not live in the United States. Warranty/repair concerns are paramount when purchasing a product from overseas, due the high cost of airmail shipping. I feel that your expertise will no doubt enhance the product development, albeit minus the controversy. I look forward to see what develops with the product in the next 18 months.

#44

Tim, what Country do you live in?

Rick

#45

Rick,
I live in Australia, this is why I enquired about ‘rights’ outside of North America as you specifically stated ‘manufacture, sale and distribution in North America’.

#46
Rick Isard said:
Let's see if I can shed a little light on this subject... but this forum is not the place to be airing this disagreement, well here we go...

First, I didn’t sell a portion of my business to four “un-none train enthusaists”, Tony did. Second, I would never sell anything to anyone that I didn’t know, without their names, address, phone number, etc… (aka credit card) Tony did.


Assuming Mr McCown does not demur, and in the interest of the truth being arrived at I will continue.
I will not be quoting clauses of the agreement although nowhere in the signed agreement does it state specifically I am precluded from doing so.
I acted in good faith with Mr Dave Goodson alone. I asked who the members of the “Group” were, but Mr Goodson declined to tell me.
The arrangement of negotiations were as follows.
Mr Goodson paid me a deposit of 50% of the purchase price from his own funds.
The balance to be paid by Mr Goodson on the agreed date. I was paid by Mr Goodson from his own funds on the agreed date but due to the “Group” continually changing the terms of the contract, final formal agreement was held up for a few days.

Rick Isard said:
Third, Tony signed and had notorized an agreement to sell the rights to sell, manufacture, and distribute the Elite Series of the RCS product line in North America to four train enthusaists or better known as "The Group".
This is covered in clause # 1 but is worded differently.
Rick Isard said:
Fourth, 'the Group" approached me to manufacture (after the deal was signed) (which we already do) the Elite Series of the RCS product line.
To my knowledge you do not actually manufacture the ELITE series of the RCS product line. I do acknowledge you made two different pcb's for Don Sweet, a 3 amp pcb and a (so called) 9 amp model You made one working sample of the 3 amp model which Don Sweet has. The balance of the unbuilt pcb's of both the 3 amp and (so called) 9 amp model were sent to me to build. Mr Sweet authorised me to forward the balance of the unbuilt 3 amp pcb's to Mr Goodson, which I have done. I have yet to receive authorisation from Mr Sweet to send the unbuilt 9 amp pcb's anywhere.
Rick Isard said:
Fifth, after they found out what the manufacturing costs would be for 200 - 300 boards at one time and what the cost of importing the Elsema hand controllers would be, they decided they could not cover that cost and wanted to know if I would be interested in purchasing the agreement.
That is none of my business and certainly not germain to this subject matter.
Rick Isard said:
I'm sorry, this is a no brainer...for the price and what I can add to the product line, I signed an amendment to the original agreement (with "The Group" from their lawyer) to take over the rights and manufacture the Elite Series of the RCS product line for Don Sweet and Dave Goodson.
That the rights I sold to the "Group" have been on sold to a third party is none of my business.
Rick Isard said:
Now, Tony is extremely pissed off because he had no knowledge or would ever consider that "The Group" would ever resell those rights to a third party. I completely understand and would be extremely pissed off! But as I stated in an email to Tony that I will honor that agreement as written and signed by Tony and his notory.
I am most certainly not "pissed off", as you so eloquently put it, at the "Group" on selling the rights they had purchased. I am extremely annoyed at the new owner of those rights, you Mr Isard, still failing to not comply with Clause # 6 of the agreement.
Rick Isard said:
At this time I would like to remind you (Tony) to re-read the "Non-Compete" (directly or in-directly) and "Gage Order" clauses that you signed and had notrized. I would also like to inform you that the laws here in the US with "Non-Compete" agreements are extremely strict, and they will enforce that agreement with you of any products you sell, distribute, or manufacture here in the US that competes with Cordless Renovations, LLC in North America.

I didn’t write it, but I will enforce it!

Rick Isard,
Cordless Renovations, LLc


Here is the doozie.
Clause # 5 which specifically refers to only the Elsema R/C based ELITE series equipment.
As the Remote Control Systems (RCS) digital proportional control equipment I am making uses only off the shelf commercially available 2.4 GHz R/C equipment it works totally differently to the Elsema R/C based ELITE series controllers.
It could not possibly be construed as similar to rights purchased, and the “Group”, as represented by Mr Goodson, understood that.

Mr Isard. We have a saying in Australia, “don’t come the raw Prawn with me”.

I would respectfully request you uphold your end of the deal and cease using the initials RCS for any purpose whatsoever, which is what the “Group” agreed to when I asked for clarification of Clause # 6.
I still have the on forwarded (by Mr Goodson) E mail contents from, I believe, the “Group”, which I regard as binding in intent given that the “Group” flatly refused to word the Clause # 6 exactly as I had requested.
I would suggest you consult Mr Goodson on this matter.

#47

Tim,
As far as I am concerned I assigned Worldwide rights to Elsema R/C based ELITE controllers to the “Group” via Mr Goodson although the agreement does not specifically state that. Mr Goodson has actually been supplying other markets with the Elsema made Tx-24 and R2705E RX for the past 12 months.
I have no idea exactly what the situation about supply of the equipment now is. Mr Goodson is still not available to enlighten me.

One of the clauses in the agreement understandably specifically prohibts me from making derogatory comments about the equipment “purchased” by any medium whatsoever.
This I will observe unreservedly.

#48

First of all, I have no interest in who or whom is doing what with what.
But if you Google RCS, you find all kinds of companies, committees, church groups, etc, that use RCS.
I may be wrong, but if Tony has RCS registered as his trademark in the US, it can’t be used. So why are there so many RCS’s?
It may be that Rick can use RCS, maybe not. It doesn’t have to represent Remote Control Systems, but something else with the initials RCS.
Like I said, the outcome is neither hear nor there to me.

#49

Gentlemen, this is a train forum, not a place to hash out your personal business problems with each other, I am respectfully asking Bob the owner of this site to lock this topic as they have done TWICE over on the other forum!!! This is a personal legal matter between a small group of people, if you want to hash this out do so in private emails, and or phone conversations. I do not like coming to any forum and see all this legal jousting going on in a train forum!! Please take yourselves to an appropriate private meeting amongst yourselves and hash this out in private!! I know Mr. Walsham is asking Bob M. to politely let this continue until he decides to lock the topic, and I respect that, but still think this is not the appropriate place to discuss this!! Thank You Respectfully Regal

Now back to trains! Not legal issues!

#50

GOOOOOD job Jerry Hansen

#51
Rick Isard said:
Tim, this is a subject that I have said many times in many forums, that this is not the place to air ones dirty lawndry, nor is it anyones business. .........

Rick Isard
Cordless Renovations, LCC


Rick,

Perhaps it isn’t, but it is certainly most enlightening as far as certain business practices are concerned. And it always depends just how dirty that laundry is, along with the origin of the brown streaks. However generally it is a big advantage not to generate dirty laundry in the first place i.e. live up to agreements that have been arrived at, signed and countersigned. Observing not just the hard stipulations in an agreement but also the spirit of same.

Which reminds me, funny how some people can just shake hands on a deal and live up to what has been agreed to and others will try for a “smart end run” on just about anything they have ever signed.

They usually get away with it except in those cases where their customer base gets wind of the manipulations and remembers. It’s the “remembering” part that a lot of people have trouble with when it’s time for the next purchase.

Mais, je me souviens.

#52

And now you all know why Lawyers are so rich! And yes, it is one of those situations where all parties need to sit down and talk it out. I am a hand shake person myself, too much paper will get you in trouble.

So why don’t we all wait this out until the parties involved get it solved. The rest of use can run train with our RCS controlers if that is your system.

Paul

#53

Personally I find this all most enlightening. I see no harm in this gentlemanly discourse. If I did I would be ignoring it and not even bothering to comment on it.

There are plenty of other forums to explore on LSC and many other topics to see on this one most of which I am already ignoring because they’re played out or because I have no interest in them. It is very simple to just not read anything we might find uninteresting. I see no reason to lock it down unless it should deteriorate into name calling, etc. anymore than I would advocate restricting someone else’s right to criticize it’s continuance.

#54

Ditto, Richard.

#55

I am a relative newcomer to ‘G’ scale (about 3 years). I have lurked around this and other sites for about a year before joining here and others. During my time here on LSC, I have never read any negative commentary by anyone regarding either Tony or Dave’s integrity. That being said, my interpretation of the events, based on this thread, is as follows:

An agreement was reached in good faith between Tony and Dave regarding the sale of certain technologies and products. This agreement was made with the knowledge that Dave represented a ‘Group’ of other parties.

In short order, this ‘Group’ re-sold this same group of technologies and products to Cordless Renovations, apparently altering the terms of the original sale, causing the current discussion.

As an outside observer, it appears to me that the re-sale was already in the works before the original sale was formalized. I surmise this partly due to the ‘Group’s’ refusal to agree to Tony’s contractual terms as originally written, and the speed with which the re-sale took place. Based on what has been posted here (and I am sure what is here does not even scratch the surface) it is my opinion there were altearior motives none of us will ever be privy to.

Jerry - you are absolutely correct, this is a train forum. And this is a train related thread. And as I read the posts here, it apparently affects individuals who own some of the equipment affected by this sale of technology and I am sure they are acutely interested in this thread. If the information here is of no interest to you, don’t read it. Please don’t as Bob to deprive those who are interested the follow on.

My tuppence worth.

Bob C.

#56

As an owner of three RCS Elite systems of course I am very interested in the continued support for this product. I purchased my units from Don Sweet and I think I made the right choice for the control system on my RR. I am totally satisfied with the performance of the RCS controll package. I also understand that electronics evolve and the time will eventually come to replace these units. In the future I will be looking to purchase from someone who has the same crediability of Don Sweet and Tony Walsham to do what is right for their customers. In the meantime I’ll just keep running my trains.

Big John

#57

Bob C., I too am watching this thread. As a newcomer to G scale and with no layout yet I have been looking at all the ways we can run our trains. I am very interested in going with a RCS, two reasons, the price and the service by Tony & Dave. Sure there are lot’s of other systems out there but I like it when the owner/designer/seller is on this forum on a regular basis.
My 2 cents
Randy

#58

Ma! Thur’z a polecayut in th henhawse!

Mr Isard, I don’t know you, I’ve never done business with you — but every post you’ve made so far has decreased the likelihood that I’d ever consider doing so. I realize free advice is generally worth what you paid, but I’m going to suggest you either make an attempt to learn some basic people skills, or stop while you’re behind.

#59

Diddo Mik!
And why all this ‘secrecy’ about ‘The Group’?
Are the boys from Chicago now involved. :slight_smile:

#60

I have actually BEEN on vacation.
When I left, none of this sheeeeeeet had happened, and I was purposefully staying away from any forums and e-mails.

I have just spent an hour (in safe-mode…danged computers) reading e-mails…I tried reading this entire thread, but I gotta go to the store to get more aspirin.

Bottom line:

I was an unpaid agent to facilitate the transfer of the former rcs Elite line to CR.

My ONLY concern was to keep the line going.
I am too freaking old to do the manufacturing myself, but Rick has the facilities and people to do it.

Doesn’t matter what it’s called.

Some of you are privy to the shenanigans of the past year, and why it was imperative when the opportunity arose to move the ownership.

I was NOT going to do another round of ulcers.

The contract specifically states I am the (unpaid) agent, and that was over a week ago.

Now, all I do is as before. Sell and install the line.
Those who have dealt with me in the past know what I am like…I don’t pull any BS, treat everyone like I would want to be treated.
I do all the work as if it was my own…or angels unaware…and I have always stood behind my work.

All I needed was a continuing source of supply.

I am distressed that there seems to be so much conflict betwixt Rick and Tony, but I am not in that loop.

Those that say they “won’t buy” from Rick, probably said the same thing about Tony!

I have to go try to sort out the rest now.

Little slow in Safe-Mode, and I gotta get that aspirin.