Pisces 27° (March 18)

Staying in today and will do a bunch of cooking. Making a lovely chicken chili. And for dinner I will make a simple feta, cucumber and tomato salad. Did a little run of the shops and saw someone from Chatham whose name I couldn’t remember. Tall and obviously older than when we lived there twenty-three years ago. Where does the time go one wonders. Also ran into R. Costa. Nice long chat with Moo as well. The point was being made about closely held family companies are difficult to dissolve. Back to the future. Some notes on conversation regarding A-S. What strikes me most about the agreement is that nowhere does it mention Astro-Scapes, in fact, in point 17.3 (Publicity) it still speaks to both the T-S and the S+C marks needing to be represented by the two company logos, one on top of the other. The other thing is that, point 5, business terms, there is no mention of sales at all and how they occur and who is responsible. That said, since we have proof (and many emails and even photographs to this effect) that Tim was selling the collection in his shop as well as online, and given the fact that in one of his last text to us he said “We need to figure out how to end this business venture…I will not be caring [sic.] any Astro-Scapes pieces in the store…” this signals a shift from what was the normal operations thus far. Which brings us to the main point. Under item 10. Termination: Either one of the companies may terminate “if” the other company is in breach. (10.a and 10b.). We are not in breach so he can’t go that route. Breach means not adhering to Business Terms (point 5, page one) which isn’t the case. Wheel is not in breach. And even if we were he would have to provide us written notice and we would have 30 days to cure the breach. So his only option is 10.2 (c) which states that he would have to give written notice if he “chooses not to produce, sell, use or distribute the Joint Works under the terms of this agreement, provided that notice of such termination shall be made prior to the sale or distribution of the Joint Works whch are the submect of this agreement….and provided that the terminating party has fairly compensated the other party for the creation of the Joint Works which are subject to this agreement. Then if you skip to point 13, Equitable Remedies, it states that “a breach or threatened breach (which Tim has already threatened)…may cause irreparable harm to the non-breaching party for which monetary damages would not be an adequate remedy…(and) in the event of a breach or a threatened breach by the breaching party…, the non- breaching party (that’s us) shall in addition to any and all other rights and remedies may…be entitled to seek a restraining order, injunction, specific performance and any other equitable relief that may be available from a court or tribunal or competent jurisdiction. Then skip down to Attorneys Fees 17.9 which basically states that if he takes legal action and we need to hire lawyers we may be entitled to have our legal fees paid by the party that institutes the legal suit….We should then send a letter/email saying. We have discussed the issue at hand, specifically, your threatening to terminate our Creative Works Mutual License & Business Agreement, signed and notarized on November 12, 2021, between T-S and Wheel. For our part, we wish and plan to continue with the venture between our two companies for the joint works, A-S/T-SxS+C. We continue to uphold our responsibilities, and then some, as outlined in the “Business Terms” of the agreement. If you wish to terminate the agreement, as you have threated to do in your text of Monday, February 27, wherein you also threatened to no longer carry the Joint Works for sale in your store, which has been the prevailing plan, as documented many times in our correspondence, you may pursue your threats as outlined in the Termination section of the agreement, which determines that we shall be “fairly compensated” as a result. We would also point you to the Equitable Remedies section of the agreement. We remain hopeful that you will reconsider your threat to terminate and continue to work together with us both on this venture.

Typos happen. I don’t have a proofreader. And I like to just write, post and go! Copyright 2022 Wheel Atelier Inc. All Rights Reserved.