Kevin Strong said:
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
Actually Kevin, whether or not it could be said the ELITE range is compatible with the current Remote Control Systems (RCS) range is a non issue.
There is no compatibility.
The Elsema R/C based ELITE operating system was acquired in total by the “Group” and is not compatible with the current RCS system, which uses only 2.4 GHz 5/6 channel stick radios. I am using an all new hardware design as well as completely new software written by Del Tapparo.
Likewise my current RCS control systems cannot operate the old ELITE series ESC’s.
Mr Goodson and the “Group” were entitled to security against me backtracking on the deal. This ensured I could not.
I deliberately kept the sale of the rights to use Remote Control Systems (RCS) as a separate deal, even though the price I asked was very reasonable in my opinion. Now I realise just how valuable the name is, as Mr Isard has shown how desperately he wanted it. I would still be prepared to sell the rights to use the Remote Control Systems name and initials RCS together with the web domain name, but now there is an extra 0 added to the $ amount I was originally prepared to sell for.
The “Group” and now Mr Isard will have everything they need to keep the Elsema R/C based ELITE series ESC’s in the market place. They will have to come up with their own corporate name. In fact, via Mr Goodson, I offered to create the artwork for the “Group” and rewrite the instructions for them. That offer was declined.
