Vapourware Realms Beyond: Ashes of the Fallen - Chaos Chronicles reborn and dead again

[NJClaw]

Whoever the MD is, he has full effective control over the company.

Now we just need Hobgoblin42 to explain to us why he recently left his position as MD, leaving the company in the hands of this Timothy Drude guy.

 

[rojay]

I don't know German law or any of the parties involved either, but if one owner has a 50% interest, any contract that would bind the company needs that owner's approval/signature. If a person who has a 50% interest in the company won't sign, then the company can't enter the contract.

If I'm wrong, please correct me, Thac0, but for a contract to be valid, it only needs the signature of the managing director(s) - basically the guy(s) a third-party entering the contract with the company can look up in the register. Even if the owners have an agreement, that certain contracts need their approval, and the managing directors signed the contact in violation of that agreement, the contract is still binding, because the external company doesn't have to care about their internal agreements.

Perfect.
§36 GmbhG for the general ability of the MD to make all decisions.
§37 I for the ability to limit the full powers of the MD in the foundation contract
§37 II for those limitations being non binding towards third parties.

Whoever the MD is, he has full effective control over the company.
He can make himself liable for damages or be demoted for breach of contract or general behaviour that damages the company tho.

Isn't the guy who won't answer phone calls the managing director? Can you set up a corporation under German law such that any decision that binds the company to an obligation over, say $15,000 requires board approval? Does it sound to you like bankruptcy is the best bet for the non-MD partner?

I'm out of my element here on several levels, and I'm curious.

 

[pm_675]

Isn't the guy who won't answer phone calls the managing director? Can you set up a corporation under German law such that any decision that binds the company to an obligation over, say $15,000 requires board approval? Does it sound to you like bankruptcy is the best bet for the non-MD partner?

I'm out of my element here on several levels, and I'm curious.

Without knowing German law, the problem isn't the MD signing or not. Since the MD and a owner are one and the same. But that owner disappearing for 6 months and refusing to communicate with the other.

The problem with that is that it stretches credulity, a lot. See, even if Hobgoblin42 were a minority owner, like 10% even, he would still have certain rights and claims to the business. One of them is to not be prejudiced by the action (or lack of) of the other(s) owners and/or directors. That's why it sounds like a bullshit claim. I can´t conceive that a country doesn't have laws against a partner disappearing for months, letting deals fails, letting the company go bankrupt, refusing to do anything and you don't have any recourse at all.

Look, where that happen to any semi-competent business man you will have consulted a lawyer within a month tops. Then, your lawyer will send him a letter with your demands and threatening action. Yes, it is a expense but that is the cost of doing business and is better than losing everything. Plus I really doubt that the cost is much more expensive than couple thousand euros. Now actually going to court is very, very expensive indeed which is why all lawyer will take a you, and how much you can pay, and tell up to what point you can go with legal process. Then you go through what you can (pay) to scare the other guy and have him sit to negotiate.

 

[rojay]

Isn't the guy who won't answer phone calls the managing director? Can you set up a corporation under German law such that any decision that binds the company to an obligation over, say $15,000 requires board approval? Does it sound to you like bankruptcy is the best bet for the non-MD partner?

I'm out of my element here on several levels, and I'm curious.

Without knowing German law, the problem isn't the MD signing or not. Since the MD and a owner are one and the same. But that owner disappearing for 6 months and refusing to communicate with the other.

The problem with that is that it stretches credulity, a lot. See, even if Hobgoblin42 were a minority owner, like 10% even, he would still have certain rights and claims to the business. One of them is to not be prejudiced by the action (or lack of) of the other(s) owners and/or directors. That's why it sounds like a bullshit claim. I can´t conceive that a country doesn't have laws against a partner disappearing for months, letting deals fails, letting the company go bankrupt, refusing to do anything and you don't have any recourse at all.

Look, where that happen to any semi-competent business man you will have consulted a lawyer within a month tops. Then, your lawyer will send him a letter with your demands and threatening action. Yes, it is a expense but that is the cost of doing business and is better than losing everything. Plus I really doubt that the cost is much more expensive than couple thousand euros. Now actually going to court is very, very expensive indeed which is why all lawyer will take a you, and how much you can pay, and tell up to what point you can go with legal process. Then you go through what you can (pay) to scare the other guy and have him sit to negotiate.

I'm sure there's some recourse for minority partners in a business if a partner who owns 50% acts against the company's best interests, but that recourse is litigation.

Lawyers cost money unless the case is worth a shitload of money and you can convince someone to do it for a cut of the proceeds. I don't know what the market is like in Germany but my guess is that just having a lawyer research the case and send a threatening letter will run you a few thousand Euros. And then what? What do you do if you spend a few thousand Euros on a demand letter and the response is "Fuck you"? You're a few thousand Euros to the bad and your next step is spending thousands more Euros to actually litigate - and that's not going to court - that's just the shit lawyers do before the case goes to court or settles.

And all of that for an uncertain outcome. Because nobody who has posted here has the first clue what the actual facts are. Maybe you're inclined to believe the guy who says he still wants to develop the game or maybe you think he's full of shit. We don't know the truth and we probably never will.

What I'm saying is that the idea that declaring bankruptcy to get out of the situation isn't all that implausible. Could very well be complete bullshit, of course and maybe I just want to believe the game will continue to be developed despite all evidence to the contrary.

 

[pm_675]

I'm sure there's some recourse for minority partners in a business if a partner who owns 50% acts against the company's best interests, but that recourse is litigation.

Lawyers cost money unless the case is worth a shitload of money and you can convince someone to do it for a cut of the proceeds. I don't know what the market is like in Germany but my guess is that just having a lawyer research the case and send a threatening letter will run you a few thousand Euros. And then what? What do you do if you spend a few thousand Euros on a demand letter and the response is "Fuck you"? You're a few thousand Euros to the bad and your next step is spending thousands more Euros to actually litigate - and that's not going to court - that's just the shit lawyers do before the case goes to court or settles.

And all of that for an uncertain outcome. Because nobody who has posted here has the first clue what the actual facts are. Maybe you're inclined to believe the guy who says he still wants to develop the game or maybe you think he's full of shit. We don't know the truth and we probably never will.

What I'm saying is that the idea that declaring bankruptcy to get out of the situation isn't all that implausible. Could very well be complete bullshit, of course and maybe I just want to believe the game will continue to be developed despite all evidence to the contrary.

Sigh, yes lawyers are expensive. No, they aren't that expensive like you are probably thinking. Look, when you start a business or company you accept that you will have expenses in things other than your core business, like accounting or legal ones. You kinda figure that you need to keep rainy funds for that eventualities. Specially when this isn't a company one but a personal one, since, you know your partner is apparently screwing you.

You are under the impression that litigation is the most probably outcome. Most cases don't actually reach that stage since no one, not you, not your lawyer, not the judge or arbitrator nor even the other party lawyer want to normally get to that. It's not only expensive but time consuming and like, actual work man.

So, what actually happens is that you and the other party seat with your lawyers, at most at a conciliation stage before litigation, and try to reach a mutual satisfying compromise. That is what an arbitration does.In a case like this is presented it would probably be something like, Timothy you can't continue to be the MD so Hobgoblin42 or, more likely, a mutual accepted third party is the new one, and your contract is updated to something more funcional by mutual accord.Because FUCK YOU, is not a valid legal defense in most jurisdictions you don't want in record as you position. It can actually leave you open to large liabilities. Of the kind that lawyer could say, you know what? suing his ass is worth my time. That makes it, if Hobgoblin is being accurate in his position then the other party can't really blow him for long.

This kind of thing is somewhat time consuming and costs you a penny but not the year long, tens of thousands of euros that you are imaging. Since things like this are common enough everywhere, most places legal, administrative and/or commercial systems do have way to address it without wasting huge amounts of time or money. Not always are resolved like this, since there is a reason courts and litigation exist, but the majority are.

 

[rojay]

I'm sure there's some recourse for minority partners in a business if a partner who owns 50% acts against the company's best interests, but that recourse is litigation.

Lawyers cost money unless the case is worth a shitload of money and you can convince someone to do it for a cut of the proceeds. I don't know what the market is like in Germany but my guess is that just having a lawyer research the case and send a threatening letter will run you a few thousand Euros. And then what? What do you do if you spend a few thousand Euros on a demand letter and the response is "Fuck you"? You're a few thousand Euros to the bad and your next step is spending thousands more Euros to actually litigate - and that's not going to court - that's just the shit lawyers do before the case goes to court or settles.

And all of that for an uncertain outcome. Because nobody who has posted here has the first clue what the actual facts are. Maybe you're inclined to believe the guy who says he still wants to develop the game or maybe you think he's full of shit. We don't know the truth and we probably never will.

What I'm saying is that the idea that declaring bankruptcy to get out of the situation isn't all that implausible. Could very well be complete bullshit, of course and maybe I just want to believe the game will continue to be developed despite all evidence to the contrary.

Sigh, yes lawyers are expensive. No, they aren't that expensive like you are probably thinking. Look, when you start a business or company you accept that you will have expenses in things other than your core business, like accounting or legal ones. You kinda figure that you need to keep rainy funds for that eventualities. Specially when this isn't a company one but a personal one, since, you know your partner is apparently screwing you.

You are under the impression that litigation is the most probably outcome. Most cases don't actually reach that stage since no one, not you, not your lawyer, not the judge or arbitrator nor even the other party lawyer want to normally get to that. It's not only expensive but time consuming and like, actual work man.

So, what actually happens is that you and the other party seat with your lawyers, at most at a conciliation stage before litigation, and try to reach a mutual satisfying compromise. That is what an arbitration does.In a case like this is presented it would probably be something like, Timothy you can't continue to be the MD so Hobgoblin42 or, more likely, a mutual accepted third party is the new one, and your contract is updated to something more funcional by mutual accord.Because FUCK YOU, is not a valid legal defense in most jurisdictions you don't want in record as you position. It can actually leave you open to large liabilities. Of the kind that lawyer could say, you know what? suing his ass is worth my time. That makes it, if Hobgoblin is being accurate in his position then the other party can't really blow him for long.

This kind of thing is somewhat time consuming and costs you a penny but not the year long, tens of thousands of euros that you are imaging. Since things like this are common enough everywhere, most places legal, administrative and/or commercial systems do have way to address it without wasting huge amounts of time or money. Not always are resolved like this, since there is a reason courts and litigation exist, but the majority are.

Lol.

 

[The Wall]

Isn't the guy who won't answer phone calls the managing director? Can you set up a corporation under German law such that any decision that binds the company to an obligation over, say $15,000 requires board approval? Does it sound to you like bankruptcy is the best bet for the non-MD partner?

I'm out of my element here on several levels, and I'm curious.

Without knowing German law, the problem isn't the MD signing or not. Since the MD and a owner are one and the same. But that owner disappearing for 6 months and refusing to communicate with the other.

The problem with that is that it stretches credulity, a lot. See, even if Hobgoblin42 were a minority owner, like 10% even, he would still have certain rights and claims to the business. One of them is to not be prejudiced by the action (or lack of) of the other(s) owners and/or directors. That's why it sounds like a bullshit claim. I can´t conceive that a country doesn't have laws against a partner disappearing for months, letting deals fails, letting the company go bankrupt, refusing to do anything and you don't have any recourse at all.

Look, where that happen to any semi-competent business man you will have consulted a lawyer within a month tops. Then, your lawyer will send him a letter with your demands and threatening action. Yes, it is a expense but that is the cost of doing business and is better than losing everything. Plus I really doubt that the cost is much more expensive than couple thousand euros. Now actually going to court is very, very expensive indeed which is why all lawyer will take a you, and how much you can pay, and tell up to what point you can go with legal process. Then you go through what you can (pay) to scare the other guy and have him sit to negotiate.

Again, don't talk about something you don't know with certainty and smug of an expert. You risk looking like a fool. German law is retarded as are 50/50 partnerships like this one. Nothing, and I do mean NOTHING can be done business wise without approval of missing partner. Yes, there are things you can sue him. But law is not there for justice but for semblance of it. Its expensive af and butthurt partner's father is influental old german lawyer

Best strategy? Bankruptcy and its being inacted. Whole situation is retarded, no need for more retardness, fake news, and reddit takes, thank you very much

 

[Wulfric Pinewood]

So to sum this up, game will never see the light of the day ?

 

[Grunker]

So to sum this up, game will never see the light of the day ?

that has been known for months and months, yes

 

[The Wall]

Stop operating under wrong presumtion that other party is working based on bona fidas spirit and wants best solution to be found. Guy just stopped responding, FFS, he didn't want to greenlight small modules production which would be 0% risk-free profits for him. Tim spit on risk free profits, what the fuck makes you think he's reasonable party or party with whom you can operate company in good spirits after this. And again, he's 50% owner

Are you lawyer? Do you have legal practice? Have you seen their founders agreement, incredibly important document in cases like this? Are you familiar with german corporate law? All of this might be bluff and BS, but just stop shitting words that make no sense

 

[The Wall]

And if you think you can't say giant FUCK YOU, without using words FUCK and YOU in legal papers and court, you shouldn't have a seat in this discussion

 

[NJClaw]

Infinitron DarkUnderlord either lock this thread or give us a "cope" button.

 

[Thac0]

Can you set up a corporation under German law such that any decision that binds the company to an obligation over, say $15,000 requires board approval?

Yes. The limitation will not hold against the public, unless you announce it openly. The limitation will give the company the right to sue the MD if he breaches it.

Does it sound to you like bankruptcy is the best bet for the non-MD partner?

GMBH means Gesellschaft mit beschränkter Haftung. Company with restricted liability. If the Gmbh goes bust it usually only must pay the money it owns, including the 25.000€ founding capital. That is why a GmbH needs founding capital, a GmbH without one is a danger to society and is immediatly terminated. If a GmbH owes you 1.000.000€ and they go bust you only get their 25.000€ If they owe you 25.000€ and they go bust and they have no founding capital you get nothing.
The GmbH is a legal construct to allow people to make risky moves on the market without the danger of personal bankruptcy if you fail. The losses are restricted to 25.000€ and whatever else the company owns.

So usually neither owners nor MD have to file for bankruptcy for themselves. If the GmbH however loses its foundation capital the MD is legally obligated to file for bankruptcy for the GmbH, otherwise he makes himself liable (and I believe it is a criminal offense aswell, but idk I am not on the job atm).

So of this GmbH is truly out of money, then this Drude guy is living very dangerously by not filing immediatly. That or the company still has the 25.000, but nothing else.

As I said I know nothing about the context here, just NJClaw asked me to do some work free of charge.

 

[Dodo1610]

. If the GmbH however loses its foundation capital the MD is legally obligated to file for bankruptcy for the GmbH, otherwise he makes himself liable (and I believe it is a criminal offense aswell, but idk I am not on the job atm)

Yes that is a criminal offense here it's called "Insolvenzverschleppung" you can even end up with a 3year prison sentence for that.

 

[ERYFKRAD]

Why the zog is this showing on GOG's coming soon list today?

 

[Crichton]

Why I do keep clicking on this? Every time it gets bumped, I click and every time, it's fucking nothing.

 

[Dorateen]

"Hope is the carrot dangled before the draft horse to keep him plodding along in a vain attempt to reach it."

~Raistlin Majere

 

[rohand]

So these Realms really are Beyond

 

[StrongBelwas]

Did anyone else who wasn't at a tier for the combat beta suddenly just get a backerkit email containing a code for the combat beta?

 

[thesheeep]

Did anyone else who wasn't at a tier for the combat beta suddenly just get a backerkit email containing a code for the combat beta?

Confirmed.
What's up with that?

Thought this was dead.

 

[Bester]

Any chance any of you fellas might just archive the beta, upload to google drive and send me a link? I know how to bypass Steam DRM.

I mean this thing is dead, so I'm interested in it for historical reasons at this point. Want to know how it played, how the controls felt.

 

[Infinitron]

Did anyone else who wasn't at a tier for the combat beta suddenly just get a backerkit email containing a code for the combat beta?

Confirmed.
What's up with that?

Thought this was dead.

Last month: https://www.kickstarter.com/projects/ceresgames/realms-beyond-ashes-of-the-fallen/comments?comment=Q29tbWVudC0zMzk5MTgwNg==

FYI Sept. 2nd Message from the Programmer:

"Please give us a few more weeks, if the situation won't have changed then, I'll provide keys for the combat beta to backers of the regular version as well."

You got the key because it's dead.

 

[Aemar]

daveyd is acting as PR while the actual devs are doing everything they can to avoid their Kickstarter backers. What a bunch of cowards.

 

[Ontopoly]

You got the key because it's dead.

Does this mean it's morally okay to pirate it and encourage the piracy of it?

 

[pm_675]

Does this mean it's morally okay to pirate it and encourage the piracy of it?

As a backer I would say go for it