Following is an exchange between Dave Remine and Ian Hadley about British Mensa books sold in the United States.  I received this not from Ian, but by a rather circuitous route.  Other recipients included Russ Bakke, Bob Beatty, Jean Becker, Peter Boswell, Noel Burger, George Chavdarov, Deborah Coates, Pamela Donahoo, Mark Griffin, Judy Hewitt, Annette Kurtz, Chris Leek, Cliff McCann, Udo Schultz, Ed Vincent, and Godwin Zwaneburg.

  --Dick

From DR to IH, Wed 7 April 1999

Sir, I would like you to please aquaint yourself with the contract between British Mensa and American Mensa regarding books sold in the USA carrying the name "Mensa" and being licensed by Carlton under a contract with British Mensa.  It calls for certain actions on BM's part.  One of which is the furnishing of an accounting of all books sold during the previous calendar year by 4/1 of each year and the sending of monies due.  For the second year straight I find myself having to write to remind BM of its obligations.  If I do not hear from you as to the reason for this oversight (?) and the actions that you will take to remedy it by Friday 4/9/99 I will consider BM in breach of contract and take appropriate action.

I also will point out that it has been quite some time since I last approved any books as per the contract and BM's understanding with Carlton.  I hope it means that there are no new books in the pipeline nor books being produced without my approval for sale in the US.  Please check into this and assure me I am right.  I would also like to know who, given Mr. Allen's departure, will be in charge of BM's publishing ventures and my contact person.

This contract was supposed to stop all the hassles between our two Mensas and provide for BM"s continued relationship with Carlton, one based on BM selling something they did not own; to wit "worldwide rights" to the Mensa name.  I sincerely hope this second breach of the contract does not signal anything other than an honest oversight by a "new man on the job" who was unaware of the responsibilities contained in the contract.

From IH to DR, Wed 7 April 1999

Dear sir,

Thank you for your e-mail of 5th April, received this morning.

Robert Allen is no longer employed by BML and should be dropped from your circulation list.

All matters concerned with Mensa Publications in general and the Carlton contract in specific should be directed at Noel Burger who is the Publications Officer for BML.  Noel has had this role for some time and should have been your point of contact rather than Robert.

Notwithstanding that advice, for day to day resolution of difficulties and commercial matters you should direct your queries to me at Mensa House, copying Noel.

I shall look into the matter you raised and return to you when I have a satisfactory resolution to the issue, however as that will require correspondence with Carlton as well as their USA distributors, I think it unlikely that you will have a resolution by your deadline of Friday 9/4/99.  Is this an important date?  Perhaps if you could let me know the significance of this date I could convey it to Carlton and put it into context.  If it was selected arbitrarily, I shall make no reference to it.

Regards,

Ian Hadley.

From DR to IH, Thu 8 April 1999 Sir, in response:

>All matters concerned with Mensa Publications in general and the Carlton contract in specific should be directed at Noel Burger who is the Publications Officer for BML.  Noel has had this role for some time and should have been your point of contact rather than Robert.<

And when was someone there going to tell me this?  I contacted the person who was my contact *before* you came upon the scene.  If there was a change then it was the responsibility of someone on your side of the pond to duly inform me.

>I shall look into the matter you raised and return to you when I have a satisfactory resolution to the issue, however as that will require correspondence with Carlton as well as their USA distributors, I think it unlikely that you will have a resolution by your deadline of Friday 9/4/99.  Is this an important date?<

Yes it is the date that I selected to institute action upon British Mensa's second straight year of breaching a contract.  The fact that British Mensa allowed the date of 4/1/99 to slip by without the required accounting and payment does not now warrant any reason for me to allow American Mensa to suffer due to the breach.  If perhaps this was the first problem between our two Mensas over these books I might be more understanding and patient.

It however is but a continuation of long running that I see as a cavalier attitude about British Mensa's use of the Mensa name in commercial ventures.  It started when BM sold "worldwide rights in all languages" to Carlton, something it did *not* own in the first place.

> Perhaps if you could let me know the significance of this date I could convey it to Carlton and put it into context.  If it was selected arbitrarily, I shall make no reference to it.<

The significance of the date is that is your grace period from 4/1/99 that I intend to extend before taking legal action leading to declaring the contract in breach and seeking the remedies contained therein.  You may choose to contact Carlton by quicker means than snail mail (I suggest email or phone) or you may choose not to.  The choice will not influence me at all.  I think all those knowledgeable about this matter will quickly admit American Mensa and myself have been more than patient over the years.  I realize that you are the "new man on the job" but if I extend grace periods every time that BM has a "new man on the job" at the rate BM changes leadership we would never get anything resolved.

Sir, you have until 4/9/99 to answer my concerns contained in the original message.

Sincerely,

Dave Remine

From IH to DR Thu 8 April 1999

Dear Mr. Remine,

Thank you for your prompt response to my e-mail.

I have evaluated the Trademark License Agreement which you entered into on 26th July 1996 with Mensa Publications Ltd. and now have a clearer understanding of the mutual obligation under that agreement.  I see that the agreement is not signed by a Director of BML and therefore your confusion over the person with whom you should be communicating is understandable.  I assure you that it is Noel Burger until and unless you are advised otherwise.

I see from our accounts that your royalty payment in respect of 1997 was paid on 7/4/98.  This does indeed appear to be a week late and I apologise for the suffering that American Mensa was put to as a consequence.  As the royalty for 1998 would appear to be late also, I shall apply bank interest to the balance from April 1 to the date issued in order to ameliorate any undue suffering in that regard.

You can be sure that I will communicate with Carlton using all of the technology available to me to expedite this issue.

As to the content of the agreement, unfortunately the two employees you entered into this agreement with are no longer in our employ, nevertheless if I may I'd like to make some comment on it to you.  

It does not seem to be reciprocal.  There is no provision for the payment of Royalties to BML for publications sourcing in USA being sold in the territories of UK.

The issue of Quality Assurace ascribes a role to you which is properly in the domain of the US publisher/distributor, yet that body is not a signatory to the Agreement.  Can you advise me of what mechanism David Chatten, Robert Allen and you proposed to achieve this?  The agreement is ambiguous concerning whether your approval process is constrained to the reproduction of the Logo and Mark or whether it extends to content.

Under "Termination and Effect of Breach" I note that either party has thirty days to remedy any material breach upon receipt of written notice.  Shall I take your date of 9/4/99 to be written notice?  I'm sure I won't require thirty days to fix this.

Best regards,

Ian Hadley.

From DR to IH Friday 9 April 1999

Sir, your sarcasm as in the following: " This does indeed appear to be a week late and I apologise for the suffering that American Mensa was put to as a consequence.  As the royalty for 1998 would appear to be late also, I shall apply bank  interest to the balance from April 1 to the date issued in order to ameliorate any undue suffering in that regard." is misplaced and not appreciated.  This is not a matter between two candidates for office but between two national Mensas with a legal contract.  Please save the sarcasm for elsewhere as it adds nothing to ironing out the problem.  I assure you that American Mensa with its financial reserves of over a million dollars, which was the result of good leadership over the last four years, did not experience any "undue suffering."  Now can we stick to the issue and knock off the BS?

>It does not seem to be reciprocal.  There is no provision for the payment of Royalties to BML for publications sourcing in USA being sold in the territories of UK.<

That is correct.  It is not and was not intended by me to be reciprocal.

Negotiators come in all levels of ability and experience.  Many contracts favor one party over the other.  The fact that this contract is written in a way you would not have preferred is not my fault nor AML's.  That said, American Mensa's publishing program uses "American Mensa" in titles or on any books *not* simply "Mensa" which AML owns the rights to in this country.  Had BM chosen to use "British Mensa" there would have been little argument from AML over the violation to our rights since we have no rights to "British Mensa" as you have no legal rights to "American Mensa."

>The issue of Quality Assurace ascribes a role to you which is properly in the domain of the US publisher/distributor, yet that body is not a signatory to the Agreement.  Can you advise me of what mechanism David Chatten, Robert Allen and you proposed to achieve this?<

While you are leaving out Julie Baxter (then the Chairman of BM) who was also involved in the contract negotiations, you are correct that I have a role (under the contract) in Quality Assurance.  That clause is in there due to the many examples of the books containing phrases (such as "increase your IQ") that we do not allow to be attributed to Mensa in the US. There was also the problem with many clearly wrong answers and when the books sold here it was our staff that got the calls and mail about these glaring errors.

The "mechanism" required that draft copies of *proposed* books would be sent to me for my written approval *prior* to the book being printed. This process worked fine until about 6 months ago when I stopped receiving any drafts.  Are there no more books in the pipeline or has someone fell down on the job?  If there are books that have been or are being printed that do not have my written approval then we have another problem, a major one.

The agreement is ambiguous concerning whether your approval process is constrained to the reproduction of the Logo and Mark or whether it extends to content.<

It extends to the whole book.  This was *clearly* understood by Chatten, Baxter, Allen, and Carlton.  

>Under "Termination and Effect of Breach" I note that either party has thirty days to remedy any material breach upon receipt of written notice. Shall I take your date of 9/4/99 to be written notice?<

Yes. And just to be sure we are on the same date due to your method of notation and mine being slightly different, it was April 5, 1999 that I wrote you and stated the breach.

> I'm sure I won't require thirty days to fix this.<

That is very good to hear.  I await your fix.

Sincerely,

Dave Remine

From IH to DR Fri 9 April 1999

Dear Mr. Remine,

I do apologise if I led you to believe that this issue was one I perceived to have anything to do with candidates for office.  I assure you that I do not now, nor have I ever perceived it to be so.  If you took my references in my last e-mail to be sarcastic then I would urge you to re-read your own earlier e-mail which introduced terms like 'suffering' to AMC.  I am pleased that you will not be overly inconvenienced by this issue, as I had thought by the tenor of your previous correspondence that it was a major issue for you.  I agree with you that the sum is a paltry one compared to your large reserves. Perhaps if we both try harder we can eliminate all mutual perceptions of BS.

<That is correct.  It is not and was not intended by me to bereciprocal.  Negotiators come in all levels of ability and experience.  Many contracts favor one party over the other.  The fact that this contract is written in a way you would not have preferred is not my fault nor AML's. That said,American Mensa's publishing program uses "American Mensa" in titles or on any books *not* simply "Mensa" which AML owns the rights to in this country.  Had BM chosen to use "British Mensa" there would have been little argument from AML over the violation to our rights since we have no rights to "British Mensa" as you have no legal rights to "American Mensa.">

I agree with you entirely in this.  In my experience, contracts and agreements are more succesful when they do not favour one party or another but are mutually beneficial, however once agreed to they ought to be adhered to.  I also agree with you on the usage of the specific mark used within a territory.  It seems to me that if we could create a cohesive entity which was "Mensa" we might all benefit greatly, however we must deal with the reality we have in front of us rather than the one we would wish for.

<While you are leaving out Julie Baxter (then the Chairman of BM) who was also involved in the contract negotiations, you are correct that I have a role (under the contract) in Quality Assurance.  That clause is in there due to the many examples of the books containing phrases (such as "increase your IQ") that we do not allow to be attributed to Mensa in the US.  There was also the problem with many clearly wrong answers and when the books sold here it was our staff that got the calls and mail about these glaring errors.>

I made no reference to Mrs. Baxter because she was not a signatory to the agreement.  I also did not question the reason for your wish to have the clause included.  My question was rather aimed at asking what mechanisms you hoped to introduce to oblige the US distributor to conform to an agreement which they are neither signatory to, not I suspect aware of its existence.  You subsequently answered that.  Can you inform me of the title of the last draft received by you six months ago please?  It would be helpful if you could advise me of all titles you have reviewed and approved, but have not yet been advised of publication within your territory.

<It extends to the whole book.  This was *clearly* understood by Chatten, Baxter, Allen, and Carlton.>

I am aware that issues can be clearly agreed and understood by parties, but unless they are clearly articulated within written agreements, that understanding becomes worthless.

<Yes. And just to be sure we are on the same date due to your method of notation and mine being slightly different, it was April 5, 1999 that I wrote you and stated the breach.>

Indeed it was, and that is why I was confused over your reference to April 9th.  Nomatter, it seems that we are both on the same wavelength now.

Best regards,

Ian Hadley.