Large Scale Central

Cordless Renovations, LLC Acquires RCS

General Discussion
#61
John Bouck said:
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.
It is certainly true that if you Google RCS you get hundreds of hits. That is not the point. The point is, the agreement, in clause # 6, specifically prohibits the purchaser ("The Group") from using the name Remote Control Systems and the initials RCS in any advertising. Period. Mr Isard has continually not abided by that agreement. I would have thought he had a moral obligation to not use weasel words to try and get around the clause by pretending he had another similar name registered. The Clause is very specific as I knew something like this could possibly happen one day. I wanted to be covered. Covered I am.

I will leave it to the court of public opinion to work out what is going on here. If you cannot work it out I have this great bridge for…

#62
Jerry Hansen said:
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!


Jerry I actually agree with you.

Just remember who started the threads both here and at MLS by claiming to own something he does not own.
Mr Isard is using this Website and MLS to promote, as in advertise, his products by using a name he does not own.
Surely I have the right of reply as I am the aggrieved party here?

#63

I understand Tony, that’s why I said respectfully!! BUT you guys need to resolve this off the public forum, and do it privately!! I don’t have a dog in this fight on either side, trying to remain neutral, but would like to get back to fun things not legal issues!! Thanks for agreeing with me, and let’s end this now especially since Dave G chimed in and really doesn’t want to have all this either!! Regal

#64

John and Randy.

Rest assured as far as I am concerned, there will be continued supply of the Elsema R/C based ELITE series product the same as it has always been. That was my aim all along. It is now down to whoever owns the rights at any point in time to ensure that happens.

The only difference is it will NOT be sold under the brand name Remote Control Systems or the abbreviated RCS.
The “Group” did not buy the right to do that, so they cannot.

That the “Group” I dealt with on sold the purchase in what some may consider unseemly haste, is none of my business.
I have no Axe to grind with anyone about who does or does not own the rights to produce the Elsema R/C based ELITE series speed controllers.
My only purpose in all of this is to protect my right to use my own business name and prevent others from doing so.

#65
TonyWalsham said:
.......

The only difference is it will NOT be sold under the brand name Remote Control Systems or the abbreviated RCS.
The “Group” did not buy the right to do that, so they cannot.

That the “Group” I dealt with on sold the purchase in what some may consider unseemly haste, is none of my business.
I have no Axe to grind with anyone about who does or does not own the rights to produce the Elsema R/C based ELITE series speed controllers.
My only purpose in all of this is to protect my right to use my own business name and prevent others from doing so.


Tony,

That’s as simple as it gets!

Rick Isard said:
Cordless Renovations, LLC Acquires RCS

Cedar Rapids, Iowa, September 17th, 2010—In a two part deal, four train enthusiasts known as (“The Group”) acquired exclusive rights (The Sale & Distribution of RCS) from Tony Walsham, owner of Remote Control Systems (RCS-Beltrol) of Victoria, Australia to sell, distribute and manufacture the Australian made Elite Series of the RCS product line along with the Elsema radio based hardware. Today, an agreement was signed to sell those rights from (“The Group”) to (in no specific terms) Remote Control Solutions, of Cedar Rapids, Iowa.

The well-known (RCS) name Remote Control Systems and product lines sold by Dave Goodson (NWRCS) and Don Sweet (RCS of NE) will be licensed and sold under the RCS name by Remote Control Solutions of North American.


The press release that started this thread seems to be the product of much haste - having spelling errors would indicate lack of deliberate consideration :stuck_out_tongue: :slight_smile: - and a certain cultural difference. But then so are the follow up statements and some of the side effects that have come to light. Cultural differences? Like the innuendo: what an Australian notary states may not stand muster with a US lawyer? Really?
How about honouring the letter and the spirit of that agreement? Or would that be too simple and too much to ask?

#66

Tea and fancy sandwiches are currently being served down the hall too the left in the banquet room.

#67

Hehehe David.

Maybe it should be custard pies at 10 spaces.

#68

G’day HJ.

Initially I believe the “Group” thought they were getting the whole shebang for the pittance that was being asked. Even though right from the outset I spelt out EXACTLY what was being offered for sale.
It took a lot of negotiating to arrive at the final agreement where I was satisfied the “Group” were under no allusions as to exactly what they were purchasing. Stuff kept getting added or left out. Deliberately left out or or added, or incompetently left out or added, I know not. However, at the time of signing they knew were not getting the name Remote Control Systems or the initials RCS.
Now, whether or not Mr Isard realised that or not is of no concern to me. That is between the “Group” and he. Perhaps the “Group” did not make that clear to him. Mr Isard is bound by the terms of the contract I signed with the “Group”, as am I.

It is crystal clear in Clause # 6 of the signed agreement that the “Group” could not use the name Remote Control Systems and the initials RCS. Period.

#69

I would like to clear up a couple of statements in regards to this thread. In several personal emails prior to these posts in the last couple of days between Mr. Walsham and myself after the agreement was signed between “The Group” and myself, I informed Mr. Walsham that there are 151 companies in the US that use the RCS initials in their companies name, and each company has their own RCS logo copyrighted and their RCS initials trademarked! I also informed Mr. Walsham that his RCS abbreviation, company’s name, and the words, “Remote Control Systems” name that he stated; “he owns World Wide” is not trademarked or copyrighted in the US under Tony Walsham, via" Victoria, Australia. In the same email I informed Mr. Walsham that I will continue to honor the agreement that he signed and had notarized in the sale of the Elite Series of the RCS product line to “The Group.” I have also said; "that we will continue to support and warranty the existing Elite Series (3, 6 & 9amp boards along with the 27mhz Elsema hand controllers) product line for as long as our customer base needs it, whether that 3 months or 12 years. I have also stated; "that I will NOT discontinue a product line after 5 years like other companies have due to technology. I have also told Mr. Walsham that I was extremely apologetic that a third party deal had transpired between “The Group” and Cordless Renovations, LLC…but as you have read over these last post he is alittle pissed off!

My goal here is to offer you an additional product line that will interface with the current Elite Series, whether that’s a higher frequency receiver and hand controller, or our NEW C3 sandwich board that will dissipate heat and pull up to 12 amps, and then offer a basic Diesel or Steam PNP sound card. I am very open to your suggestions and ideas, and I don’t have all the answers but I will continue to offer a product line that I hope you will like…

I would like to add that Dave Goodson and Don Sweet will continue to sell, install and support the existing Elite Series product line for years to come. With every product line we sell whether that’s from Cordless Renovations, Battery-Tech Central, Remote Control Solutions, or our new acquisition of the Elite Series, I will continue to offer my “No Questions Asked Warranty” for one year from the date of sale.

As for manufacturing the existing Elite Series 3, 6 & 9amps boards over the past year, we were contracted by Don Sweet over a year ago to manufacture those boards.

In the agreement between Mr. Walsham and “The Group,” Dave Goodson had no knowledge that “The Group” was going to offer and resell that agreement to a third party. Dave was only a moderator between the first two parties.

In addition, I am fully aware of what the agreement reads between Mr. Walsham and “The Group” because know I own that signed agreement. Clause 6 doesn’t say I can not use the RCS abbreviation, it does state that I will “Refrain from using.” This agreement was not in Mr. Walsham’s favor, but he signed it anyway without knowing who the members of “The Group” are? Odd!

This will be my last post on this subject on this thread. As I have said many times this is not the forum to talk about this acquisition, which I told Mr. Walsham when I contacted him via personal email. We will continue to welcome your comments and ideas on this subject, please send me an email at [email protected]

Rick Isard
Cordless Renovations, LLC

#70

Whether or not I own the name Remote Control Systems Worldwide is beside the point. I own the domain name rcs-rc which is good enough for me.
My products gained the fame for reliability and longevity by dint of my efforts. Not Mr Isard’s.
The name Remote Control Systems, and the abbreviation RCS, in the Large Scale community is a valuable commodity and not something I would give up without adequate compensation. Compensation the “Group” chose not to offer for the rights to the name and initials. They simply declined my offer to sell.

Rick Isard said:
In addition, I am fully aware of what the agreement reads between Mr. Walsham and "The Group" because know I own that signed agreement. Clause 6 doesn't say I can not use the RCS abbreviation, it does state that I will "Refrain from using." This agreement was not in Mr. Walsham's favor, but he signed it anyway without knowing who the members of "The Group" are? Odd!
Nothing odd about it at all. The Group refused to use the wording I had asked for in Clause # 6 so I sent an E mail to Mr Goodson asking for a response from the "Group" as to exactly what the interpretation of the contract wording was. The reply from, which I presume, was from the "Group", was forwarded to me by Mr Goodson and was worded thus:

[b]That is correct, the RCS abbreviations and/or Remote Control Systems name will not be used by the “group.”

End of forwarded message[/b]

Their words, not mine and I have no reason to doubt the authenticity and probity of those words.

As to

Mr Isard said:
Clause 6 doesn't say I can not use the RCS abbreviation, it does state that I will "Refrain from using"
Could an expert linguist tell me what the difference is between "cannot use" and "refrain from using"? Either way Mr Isard will not be using the name Remote Control Systems and the initials RCS. It is now very clear that Mr Isard, as the successor to the "group", has agreed not to use the name Remote Control Systems or the initials RCS. Period

So, as long as the “Group”, and thus Mr Isard who has acquired what the “Group” purchased from me, refrain from using the name Remote Control Systems and the initials RCS I have no problem with any of the above plan as outlined by Mr Isard.

I wish him all the success he deserves with his proposed product line. Whatever the name of that line may be. Just as long as it is not Remote Control Systems or RCS.

#71

Mr. moderator - Please don’t lock this thread…it’s far too amusing to stop now!

#72

Maybe not amusing, but interesting.
I am not a lawyer, but have been involved in a few “hostile take-overs” and partial company buy-outs, as a side line observer, due to my wife and her late fathers business. (basically the Stock market and investments).
But that’s neither here nor there.
Unless the RCS is trademarked and registered, I believe Tony is out of luck.
It may take litigation, and that costs a huge amount of money.
It can go on for years.
I do not know whether the group and Tony used agents for this transaction, (Business attys, etc).
But in today’s world, alas, a handshake or a promise just doesn’t cut it.
Like I said,
not amusing, but interesting.
A lesson may be learned here.

Again–I’m no expert, nor claim to be.

#73
Rick Isard said:
I would like to clear up a couple of statements in regards to this thread. In several personal emails prior to these posts in the last couple of days between Mr. Walsham and myself after the agreement was signed between "The Group" and myself, I informed Mr. Walsham that there are 151 companies in the US that use the RCS initials in their companies name, and each company has their own RCS logo copyrighted and their RCS initials trademarked!
Two problems with this line of argument... First, none of those other companies are selling Mr. Walsham's former product line. Two, and most importantly, none of those other companies have signed contracts agreeing not to use the RCS initials.
Rick Isard said:
In the same email I informed Mr. Walsham that I will continue to honor the agreement that he signed and had notarized in the sale of the Elite Series of the RCS product line to "The Group."
So honor it then, and stop using the RCS initials.
Rick Isard said:
I have also said; "that we will continue to support and warranty the existing Elite Series (3, 6 & 9amp boards along with the 27mhz Elsema hand controllers) product line for as long as our customer base needs it, whether that 3 months or 12 years. I have also stated; "that I will NOT discontinue a product line after 5 years like other companies have due to technology.
How is that relevant to the issue of using a name that you're contractually prohibited from using?
Rick Isard said:
Clause 6 doesn't say I can not use the RCS abbreviation, it does state that I will "Refrain from using."
Ok, this is probably the single stupidest statement I've read in a long time. Which part of "refrain from using" do you not understand?

I don’t have a dog in this fight, but I have to say that you’re really damaging your reputation as a businessman. It’s great that you bought the product line! No problem there. But why the insistence on using a brand-name that you did not buy? And then making such idiotic statements as the one above, to try to justify it, well that just makes you look like either a colossal twit or a total jerk.

#74

Seems like it would be pretty senseless to buy the rights to a product line and not be able to use the name. If I bought BMW for example I don’t think I would want to change the brand name to something different like “Cool German Sports Cars”…

#75
John Joseph Sauer said:
Seems like it would be pretty senseless to buy the rights to a product line and not be able to use the name. If I bought BMW for example I don't think I would want to change the brand name to something different like "Cool German Sports Cars"....
No John you wouldn't, but at time of purchase you would have purchased the rights to the name. If you read this entire posting, you would note that Tony had offered the rights to the name, but the "Group" DID NOT want to pay his price for those rights. Therefore he retained ownership of the name for his business purposes.
#76
Quote:
... Seems like it would be pretty senseless to buy the rights to a product line and not be able to use the name.
Not really. In many similar transactions, it's the technology that's the important thing. It's very common in software circles where a company will buy the technology from another company with a complimentary product, then migrate that product into their own. They don't buy the software company, just the software. The distinction here is that RCS is a company, and was not sold. The "Elite" is the specific technology/product line which was purchased.

As for using the name, the phrase “refrain from using” is very clear cut in terms of legality. Cordless Renovation is prohibited from using “RCS” to brand their acquired product line, period. Again, they did not buy RCS the company. They bought a specific product line of that company, and has no expectation that they would be able to use that overall corporate identity.

The grey area comes in terms of making reference to the product line’s compatibility. While Cordless Renovations contractually cannot call their product “RCS,” they should have a reasonable expectation that they can indicate their acquired technology is compatible with the existing RCS-branded products. That’s an important distinction to make. They would not be branding their product “RCS,” merely making the important note in their supporting literature for the consumer that their product line is compatible with the stuff that used to be made by RCS. It seems to me that one of the purposes of this sale was to ensure future support for existing customers, since RCS as a company has seemingly decided to go a different direction technologically. To then go and tell the purchaser that they can’t make mention of any compatibility seems to fly counter to the goal of continued support for your existing customers. Cordless Renovations could do that with a statement such as “Our XYZ control equipment is fully compatible with RCS ‘Elite’ Equipment.” We see that with other control systems where cross-compatibility is a selling point. (For that matter, we’ve long seen that with many products described as being “Compatible with LGB.”) It shouldn’t be incumbent upon the consumer to just “know” the compatibility of products.

Later,

K

#77

Mr. Isard’s last post has completed my evaluation of this issue for me. Mr. Isard’s hair semantic splitting interpretation of “refrain from using” sounds just like a lawyer would do, and as such, I believe he would do the end user the same in the carrying out of his warranty. One of our club members recently made a very nice and informative presentation of CR battery products, which I had been considering. NO LONGER.

I will not KNOWINGLY purchase any products associated with Mr. Isard or any of his companie(s). I said earlier that I thought this deal was brokered before the ink dried between Tony and Dave, for me, Mr. Isard’s last post confirms it.

Done.

Bob C.

#78

“Acquired rights to manufacture a product fully compatible with RCS” is an entirely different kettle of fish than “Acquired RCS”… I doubt Tony would have gotten his back up if the first statement had been used.

#79

Yes, this is very interesting and since it all revolves around the usage of initials (RCS) and a name (Remote Control Systems) lets see if anyone would object to the following product name “Rickety Contractual Situation” and to indicate the versatility of the product the slogan could be “No is not in our vocabulary!”.

That would sum things up nicely, at least for those who read and comprehended this thread to this point!!!

How will I power my planned snow clearing train? With Dave Goodson’s help and product he can recommend. What that will be when the time comes remains to be seen, the only constant: I have no hesitations to deal with Dave! I don’t believe that he will start down the rickety road at his age!!! :smiley: :wink: :smiley: :wink:

#80
Hans-Joerg Mueller said:
Yes, this is very interesting and since it all revolves around the usage of initials (RCS) and a name (Remote Control Systems) lets see if anyone would object to the following product name "Rickety Contractual Situation" and to indicate the versatility of the product the slogan could be "No is not in our vocabulary!".

That would sum things up nicely, at least for those who read and comprehended this thread to this point!!!

How will I power my planned snow clearing train? With Dave Goodson’s help and product he can recommend. What that will be when the time comes remains to be seen, the only constant: I have no hesitations to deal with Dave! I don’t believe that he will start down the rickety road at his age!!! :smiley: :wink: :smiley: :wink:


I have no hesitations to deal with Dave!

Nor do I, but the previous 6 pages of garbage has me wondering about the rest.

cale a RCS Elite and EVO customer

grammar edit