Rangers chiefs lose latest round of court battle with Sports Direct and Mike Ashley over merchandise

[rbr 1,247]

From Reformation bear on RM , well worth a read .

 

Right to match competitions are a well trodden commercial pathway.    It was Rangers choice to set up a competitive tender exercise with right to match provisions in the request for bids.   The Club did not have to do this but I understand why they would want to structure the competition under right to match conditions (to verify to the Board that the competition had secured the best possible offer).     Having structured the competition to be on a right to match basis Rangers then: 

• Breached the Agreement it had with SDIR by entering into the Elite Agreement and in doing so failed to offer SDIR the opportunity to exercise matching right in relation to Elite's offer.  As a result a previous court ruling by Judge Teare granted SDIR final injunctive relief against Rangers and refused permission to appeal his decision (as did the Court of Appeal).   
  • It was not a case of SDIR not being given the chance to fully match the final offer made by Elite...…..Rangers never even invited them to do so.  SDIR was not aware that Rangers had selected Elite (see below) and only found out about it via a Rangers press release.    Rangers deliberately ignored the contract terms they themselves set up and imo ran roughshod over the entire procurement process by completely side-stepping a contractual (legal) requirement to fulfil the right to match obligations.   It wasn't just not giving SDIR a chance to fully match...….it was a deliberate policy to never even invite them to put in a bid under right to match terms.   This is not innocent commercial behaviour or a case where Rangers execs could try to plead ignorance.   It was imo wilful, deliberate and done in full knowledge that what they were doing was in manifest non-compliance with a contract which they had agreed with SDIR.  
• via Company Secretary Blair led SDIR a dance (Bair's own words) as reported by the Judge at para 27
• told the world on 21 Sept 2018 that a webstore www.theersstoreonline.com  (the "Elite Website") had gone live and that Elite would be selling Rangers' replica kit...…...BUT  did not notify SDIR about the Elite Agreement and SDIR only learned about it on 25 Sept 2018 when it saw an announcement describing Elite as Rangers' "new non-excusive partners".
• warranted to Elite in the Elite Agreement that Rangers had all the necessary rights to grant Elite the rights set out in the agreement and indemnified Elite against all costs incurred in defending any proceedings against it (clause 11 of the Elite Agreement) and as reported by the Judge at para 29.   It is not, imo, even remotely good business practice to forge new contractual relations (with Elite) and fail to assure Elite there were no actual or potential legacy matters relating to the SDIR contract.    Imo, Rangers actions (or more to the point lack of them) then dragged Elite into the mess, caused them to incur unexpected costs etc and created unexpected demands on their management time in dealing with the mess caused by Rangers.     I bet Elite did not think they were in for this sort of costly mess when they bid for the Rangers contract.

I would imagine that any company thinking of doing commercial business with Rangers would want to look very carefully at the proposed contract terms and even then they might reasonably ask themselves that even if the company performs its obligations as per the contract...….will Rangers also perform the contract in accordance with the terms agreed?    The track record at Ibrox is such that supplier might doubt the integrity of Rangers and its senior execs.    I wouldn't blame them because the evidence points to Rangers not willing or able to honour contracts they enter into.    

This then introduces the risk that companies price-in a premium for doing business with Rangers on the basis that Rangers as a corporate entity is just too difficult and unreliable to do business with and if business is done with them then deals are priced accordingly.   Which means Rangers pay more than it might otherwise pay for services, supplies and goods because the Rangers commercial reputation is shot to bits.    IMO Rangers would only lose such a 'bad faith' reputation when director and exec decks are cleared and people of genuine integrity are brought in to run the business side of Rangers.

 

 

[rbr 1,247]

And this from The Lawman on RM who is usually spot on and pretty fair when it comes to these matters .

 

 

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Posted 1 hour ago

For anyone interested, i have now read through the entire agreement and just posted my thoughts on Twitter.

https://www.twitlonger.com/show/n_1sqv59s

 

THAT contract. What were they thinking ?

Finally sat down and been right through the findings. I don’t think anyone will be surprised when I say its yet another shit show from a Rangers Boardroom. Until I read the findings, I had played my cards close to my chest on who was giving the legal advice throughout but Lionel Persey QC makes it clear that James Blair is at the heart of it all. In fact, he even goes one step further and calls out something I have called out for years, the conflict of interest between Blair, the club and Club1872. Even an independent neutral with no skin in the game can see right through it all.

Anyway, there really actually is nothing surprising in the judgement and nothing that wasn’t mentioned on Rangersmedia a year ago when it all first came out and a 120 page thread was created. 

In “getting rid of SD” the Rangers Board paid them £3 million to rip up the old contract, drop PERSONAL, CIVIL cases against Dave King and Paul Murray and then signed a new contract that basically said that SD can stay with us at renewal as long as they match what offer we got elsewhere.

Just to go off on a little tangent here, NORMALLY, those terms would be perfectly fine. I would love to have lots of contractors and suppliers on terms that if I go and find a better deal elsewhere, then they step up to the plate and pay my businesses more. There is ZERO wrong with that. But only if:

a) You are happy working with them.
b) You are not trying to get rid of them.
c) You are not telling all your paying customers you have got rid of them.
d) You plan to not tell them about getting a better deal elsewhere then get sued.

What the actual Feck were they thinking ?

How can a qualified and experienced lawyer allow such a contract be signed. And even more incredible, how can he believe or convince us to spend millions defending what was absolute black and white.

If this was an independent legal firm, we would be going after them for “wrong advice” I don’t think we can do that in the current set up.

So, putting aside the absolute mess King, Murray and Blair have put us in(im giving the rest the benefit of doubt as they would take the word of Blair before approving) where does the findings actually leave us ?

Its not always easy to interpret everything without the full context and other agreements made and despite my nom de plume on Rangersmedia, im not actually a man of the Law so this is only my interpretation of Paras 87 onwards.

SD have said they will “allow” us to continue to wear the Hummel Kit as official kit for season 2019/20.

In return, we have to stop “working with Elite/Hummel” in the background by not supporting new product launches or working with them for season 20/21 as SD will be back in contract for next season. 

SD have a claim for damages and loss of income for the seasons 2018/19 and 2019/20 which will likely involve some sort of disclosure of our profit streams for last season. Persey believes this will run to “millions of pounds” but I still don’t think we make as much money on retail as my fellow fans believe we do, so that one is a wait and see job.

Although there is a clause limiting damages to £1m, the judgement suggests this is “not damages” but simply the matching right provisions due and therefore in this case, he sides with SD in that the £1m limit does not apply.

So in summary.

We will pay SD court costs. 

We will pay SD loss of revenue for 2 seasons.

We will stay as we are with kits etc until next season.

We will be back in contract with SD again from next season.

We potentially face further court cases and contract breaches from Hummel and Elite.

Our Board are abysmal.

[rbr 1,247]

And at the heart of all our troubles is James Blair, the lawyer with the bad memory who doesn't know the ,meaning of conflicts of interest , once again hes been handed his arse by a judge , I make that 4 times now and he's still our legal counsel jesus wept .

Edited July 23, 2019 by Frankie
Why spoil constructive criticism with abuse? Play fair please.

[Tannochsidebear 2,306]

1 hour ago, rbr said:

And at the heart of all our troubles is James Blair the lawyer with the bad memory who doesn't know the ,meaning of conflicts of interest , once again hes been handed his arse by a judge , I make that 4 times now and he's still our legal counsel jesus wept .

Is this James Blair you refer to or someone else?

[the gunslinger 3,366]

1 hour ago, rbr said:

And this from The Lawman on RM who is usually spot on and pretty fair when it comes to these matters .

 

 

• Report post
•  

Posted 1 hour ago

For anyone interested, i have now read through the entire agreement and just posted my thoughts on Twitter.

https://www.twitlonger.com/show/n_1sqv59s

 

THAT contract. What were they thinking ?

Finally sat down and been right through the findings. I don’t think anyone will be surprised when I say its yet another shit show from a Rangers Boardroom. Until I read the findings, I had played my cards close to my chest on who was giving the legal advice throughout but Lionel Persey QC makes it clear that James Blair is at the heart of it all. In fact, he even goes one step further and calls out something I have called out for years, the conflict of interest between Blair, the club and Club1872. Even an independent neutral with no skin in the game can see right through it all.

Anyway, there really actually is nothing surprising in the judgement and nothing that wasn’t mentioned on Rangersmedia a year ago when it all first came out and a 120 page thread was created. 

In “getting rid of SD” the Rangers Board paid them £3 million to rip up the old contract, drop PERSONAL, CIVIL cases against Dave King and Paul Murray and then signed a new contract that basically said that SD can stay with us at renewal as long as they match what offer we got elsewhere.

Just to go off on a little tangent here, NORMALLY, those terms would be perfectly fine. I would love to have lots of contractors and suppliers on terms that if I go and find a better deal elsewhere, then they step up to the plate and pay my businesses more. There is ZERO wrong with that. But only if:

a) You are happy working with them.
b) You are not trying to get rid of them.
c) You are not telling all your paying customers you have got rid of them.
d) You plan to not tell them about getting a better deal elsewhere then get sued.

What the actual Feck were they thinking ?

How can a qualified and experienced lawyer allow such a contract be signed. And even more incredible, how can he believe or convince us to spend millions defending what was absolute black and white.

If this was an independent legal firm, we would be going after them for “wrong advice” I don’t think we can do that in the current set up.

So, putting aside the absolute mess King, Murray and Blair have put us in(im giving the rest the benefit of doubt as they would take the word of Blair before approving) where does the findings actually leave us ?

Its not always easy to interpret everything without the full context and other agreements made and despite my nom de plume on Rangersmedia, im not actually a man of the Law so this is only my interpretation of Paras 87 onwards.

SD have said they will “allow” us to continue to wear the Hummel Kit as official kit for season 2019/20.

In return, we have to stop “working with Elite/Hummel” in the background by not supporting new product launches or working with them for season 20/21 as SD will be back in contract for next season. 

SD have a claim for damages and loss of income for the seasons 2018/19 and 2019/20 which will likely involve some sort of disclosure of our profit streams for last season. Persey believes this will run to “millions of pounds” but I still don’t think we make as much money on retail as my fellow fans believe we do, so that one is a wait and see job.

Although there is a clause limiting damages to £1m, the judgement suggests this is “not damages” but simply the matching right provisions due and therefore in this case, he sides with SD in that the £1m limit does not apply.

So in summary.

We will pay SD court costs. 

We will pay SD loss of revenue for 2 seasons.

We will stay as we are with kits etc until next season.

We will be back in contract with SD again from next season.

We potentially face further court cases and contract breaches from Hummel and Elite.

Our Board are abysmal.

The lawman told me he had intimate k knowledge of dougie parks finances and he didn't have a penny to put into rangers. 

 

Hes both partisan and of questionable knowledge. 

 

Fwiw

[rbr 1,247]

29 minutes ago, Tannochsidebear said:

Is this James Blair you refer to or someone else?

Yes the very same , a man I admittedly despise with a passion. 

[Gonzo79 13,579]

7 minutes ago, rbr said:

Yes the very same , a man I admittedly despise with a passion. 

Because of his handling of this or for something else?

[the gunslinger 3,366]

I don't see how Blair can survive this

[compo 6,100]

2 minutes ago, the gunslinger said:

I don't see how Blair can survive this

Never mind Blair will Rangers survive this if the fat man instructs his legal team to take us to the cleaners. 

[Uilleam 5,409]

I'm not a lawyer. However, as far as I know, generally there is no such thing as a "Penalty Clause", much as many people think that there is. If the fat cu nt claims damages, then he has to demonstrate loss. He can't merely say he wants "mullions, pyoor mullions" without proving that he lost these amounts. 

So, while the Board appears to have handled this rather badly, the dispute may well have legs, yet.