The FJ vs. H lawsuit thread.
Comments
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Nick, how to deal with what people call 'gossip' is an important and complicated issue, which I think we in this thread are wrestling with.
In the Jewish ethical tradition, which I am familiar with, there is a lot of examination of what is called called lashon hara, 'the evil tongue'—basically equivalent to the slang term 'bad mouthing.' It is related to the legal term 'defamation,' except that even true disparaging remarks are regarded as 'evil tongue.' (Gossip in particular, passing on negative stories, is called rechilut.)
As a general rule bad mouthing is condemned because, as David H. noted in the quote from the Bible above, reputation is so important for people to function in the world, and harm to reputation is so serious. However, the tradition is very clear that sometimes lashon hara is permitted. For example if an accusation is already public, one can discuss it—as is the case here. Also if one is the victim of defamation, calling into question the defamer's motives and character is permitted. Further, warning another person not to do business with a person they know to be of bad character is permitted.
Now modern anthropologists have observed that what is called gossip actually also plays a positive, functional role in society. For one thing it permits individuals to protect themselves against bad characters. It also helps the community protect itself, as a punishment for bad actors. And provides social bonding among those who share a common view. Looking at both the ancient and modern sources, my conclusion is that gossip can be both very beneficial and very harmful, depending on how it is handled.
This discussion, with information about disputes of Hoefler and Frere Jones and Darden is something that might help young designers protect themselves when going into agreements. I think it is important not to pretend to knowledge of the facts when you don't have them, but I don't think anyone has done this. So to me this thread is quite positive, given the fact that the H & F-J dispute (and the Darden one) was already a public one.5 -
The other day I actually wrote a short post on lashon hara (which my rabbi sister takes very seriously) for this thread, and then deleted it. And I'm glad: it wasn't nearly as clear and eloquent as William's.
I'm unlikely ever to have the kind of professional leverage Hoefler has, so discussing abuses of power don't do much for my personal enlightenment. But I've been considering a partnership with a friend, and learning about this affair has really helped me there. My friend's not remotely Hoeflerish, and I hope I'm more a bit more feet-on-the-ground than Frere-Jones seems to be, but if we ever put something together, we'll definitely spell out the framework to paper (or even email), whether a lawyer reviews it or not. More clarity is always better, even if both parties have all the goodwill in the world.
So here's to constructive gossip. I'm kind of impressed by how restrained and thoughtful everyone here's been.2 -
You mean how nobody is saying Screw Hoefler and his greenback-worshipping ways? Some of us are probably thinking it, but people loathe to even consider the possibility of personally having to deal with courts and lawyers.
I think anyone here who has ever spoken to Tobias Frere-Jones for even 10 minutes will not hesitate to say he is one of the nicest and most talented people to ever walk this planet. His only known fault has been trusting people to have the same motivations he has. My opinion/position doesn't matter, but knowing what I know about the man, I find it very difficult not to take sides here. At the very least a guy like that doesn't deserve to have the last 14 years of his work become someone else's money machine.0 -
"Screw Hoefler and his greenback-worshipping ways?"
Now, now. This is a very difficult time for all concerned, between legal accusation and legal response. I think people are just trying to keep their minds open until it's over, if that is possible.
Which reminds me... the first law case I remember is Young Woman vs Young Woman, Judge Solomon T. Wise presiding. It wasn’t the Young Woman A’s love for her child that impressed me, that part was assumed. The lesson in not splitting a living thing ’50/50’, is not owning it that way. Moving forward, through all the ’50/50’ splits of action westerns and crime shows, (usually between bad guys), and luckily before I became company-forming, I saw The Producers and got the idea that this is an 11th commandment… ‘Thou Shalt Not Falleth For 50/50 Spliteths’.
Like Mel wrote, in some circumstances, becoming prisoners of love, is not unusual. So, no one’s brought this up, but I wonder on opinions: Shouldn't legally owning 50% of a living thing be the same as legal insanity?1 -
Companies are legal persons but not living things.0
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I have a hard time seeing the cutting in half of a child in the same light as the profits from a business. The child dies, the business does not. The Solomon quote was meant to show the value of true love over true greed. But, I get your point, given that Solomon is not going to be the guy who settles this dispute.
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I think David is talking about the fonts, not the company, office, money, desks, and cash registers. In my experience licensing and commissioning type, the phrase "you cannot own half a font" does come up from time to time.1
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FWIW, I have a good friend who is a lawyer that engages in these types of disputes as his primary occupation and his thoughts were:
Plaintiff can still win on an oral agreement, but it will largely depend on what types of e-mails, witnesses etc. he has. If everything points to an agreement to be 50/50, and if Defendant told anyone that is where they are going, then the Plaintiff may well win.0 -
"Companies are legal persons but not living things."
http://en.wikipedia.org/wiki/Corporate_personhood
But typefaces are definitely living things. No one can argue with that.1 -
As rabbinic literature is my stock in trade, I'm going to refrain from engaging in it here--sorry Bill and Max! Though I should say that I was glad to hear it invoked. Bill Berkson, by the way, is an expert in the "Ethics of the Fathers," one of the greatest how-tos of human behavior and coexistence. Having a "system" of ethics is a great advantage in life, though it works best when shared. As for the rest, I recommend the book of Ecclesiastes, which tells it like it is.
My late father was a business writer and had good nose for sniffing out motives behind deals and disputes. I remember him saying many times, "People are always at their greediest worst in mergers and buyouts. Even their grandmothers have to watch the floorboards under their feet." I mention this because it occurred to me that--and I assure you it is pure speculation--this may well be the story of a company being sold off, the moment when shares count and reputations be damned, because reputations don't mean much when you've moved to an island in the Caribbean.
I mentioned this before obliquely (though not in italics), but I keep wondering . . .0 -
…this may well be the story of a company being sold off…
I’m actually expecting this to result in HTF being sold to Monotype.2 -
But isn't a little strange that H wouldn't reach an agreement with FJ knowing that he may start a lawsuit? Or I'm I just that naive? Well, on the other hand, 10+ years went by and nothing so, maybe there's my answer...
Sorry if my writing is not perfect, english isn't my first language.0 -
That's just mean James . . .0
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I’m actually expecting this to result in HTF being sold to Monotype.
Or block it. Who wants to buy a $80M liability?0 -
One of the problems in trying to sell such a company is evaluation, when so much of it is based on the talents of a few people, not only a revenue stream. I hate to sound cynical, but an $80 million dollar lawsuit from an insider that, in theory, represents half the company's value certainly makes it look very valuable, doesn't it?
David (Berlow), isn't that precisely what Max Bialystock would have done?0 -
I hate to respond to cynicism, fundamental, secondary or tertiary issues of singular or multiple corporate bisection without my legal specialist from Buster, Cleave & Halfmånsson, who's unfortunately vacationing in Split this week.
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Where did this US$80 million number come from? I think people may be mis-reading the legal complaint. I believe the number under discussion is US$20 million.0
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Last page of the complaint. a b d and e add up to $80M. c asks for 50% of the company and f asks for punitive damages.
Stuart, I certainly hope you're right. But I have a feeling that when someone pulls the kind of shady moves claimed in the filing, he probably has contingency measures all figured out (maybe a company EOL plan, like Scott-Martin speculates). But if this turns out to be a Yoko Ono scenario, like Erik mused much earlier, contingency plans can backfire.0 -
It is a sad story, but that happens too often in any industry. Register and sign an agreement before doing anything else. Do not wait until the relationship break to negotiate. I hope that the parties will come to an agreement. With what I have read so far, it will be the voice of one against the other.0
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Or block it. Who wants to buy a $80M liability?
As far as poison pills go, a lawsuit between principals is pretty extreme.0 -
But I have a feeling that when someone pulls the kind of shady moves claimed in the filing, he probably has contingency measures all figured out […]
I think it's a great mistake to assume that people, even highly intelligent people, do what they do for carefully considered reasons. When I told this story to a lawyer friend, he smiled sadly and said, "The scorpion and the frog." Human or arachnid, most of us just act according to our natures.0 -
Sorry, John, but business is seldom so black and white. This is no poison pill.
Let's say that FJ proceeds with his suit and through the discovery process a picture emerges in which his claim appears to have sufficient merit that he'd win something in court. As it's very unlikely that there's enough liquidity in the business to satisfy his demand (even if very much reduced through negotiation), the attorneys might have to get to a deal in which it's decided that the business will be put up for sale. Suddenly, everyone is feeling quite lucky because, whether planned or inadvertent, a public valuation for the business has suddenly come into existence--a hypothetical $160 million. Even if it is determined in negotiation that H's share of this is the larger one, say 75%, FJ might see the potential for realizing more money out the company than he's ever dreamed of getting if he's stayed for the rest of his life.
Now, who would pay $160 million for a type foundry? Through all of the controversy, wonderful things have been said about H&FJ as being esteemed above all the rest, making it a real prize--and now more renowned then ever. (No publicity is bad publicity.) Presently, more readers of the New York Times's business pages know that the erstwhile H&FJ is a big deal than have ever heard of Monotype or are aware that Adobe was ever in the type business. And they also know the company has recently rolled out a big web font something or other, even if they have no idea what that means. Looks like worthy acquisition, doesn't it?
How does a company like Monotype (which, by PR comparison to H&FJ, is no more than "Monotype who?") show some growth or big movement for their shareholders? Well, guess what: here's something famous they can buy, maybe not for $160 million, but astronomically higher than what they would have offered a year ago.
Remember, we're talking about business people and investors, not about type guys or engineers.11 -
Sorry, John, but business is seldom so black and white. This is no poison pill.
I didn't say it was a poison pill. Dave Crossland did (perhaps not seriously?). I was pointing out how unlikely that is.0 -
20M, 40M, 80M, now 160M... seriously?
We are taking about fonts, right?
Monotype Imaging acquired the font business of rival Bitstream for about $50 million in cash.
Are we really to believe that H&FJ, or HTF, are really worth these hypothetical valuations.0 -
TFJ is not valuing HTF at all. He is asking for damages of $20m or $80m (IANAL so I’m not sure if the damages are cumulative or concurrent) as a result of JH’s alleged behavior. What he wants in regard to the value of HTF is half the company, no value specified.3
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Max, by contingency measures I mean even if Hoefler loses every argument, he will still have plenty of options and loopholes, many combinations of legal devices and business law hatches. You see that kind of thing all the time in lawsuit aftermath, and it counts as a significant advantage in a situation like this. Whenever you pin someone who reluctantly approaches the courts as a last resort to obtain fairness/justice against someone who views them as tools used to further one's largesse at other people's expense, you'll find me rooting for the former, but if I have to bet it would be on the latter.
But you never know. TF-J's filing is stacked just tightly enough to cause a zugzwang quandary for its opponent. And there may be a few more wild cards in this deal. Note that the initial claim doesn't mention Gotham at all. Everyone knows Gotham—probably this century's most licensed font—is the Tobias Frere-Jones design, so this may be some kind of card up someone's sleeve. A few other things in the filing seem kind of prefatory, like it was made with a few moves ahead in mind. There may be some hope yet in this mess.
Your friend's scorpion and frog analogy is pretty good on another level. Samson brings the house down. Both sink, fresh start. This doesn't sound like a bad outcome for whoever ends up with Gotham and Whitney.0 -
As I see it... the biggest problem here is the 14 year time span. This will be TFJ’s biggest hurdle to overcome. There might be a statute of limitations on this entire matter.
For example, what if this was a 24 year period, or 34 year period of time...
Seems to me that TFJ was content in waiting however long and felt that their business arraignment was beneficial to him, so he didn't want to rock-the-boat.
A lawyer could argue the point that TFJ profited financially and enhanced his career prospects by his association with HTF all these years, and hence, he got what he wanted by waiting so long. Otherwise, why did he wait so long to push the matter?
At the end, TFJ could play his final card... but, your honor, he promised me. So, I deserve half.
Let the trial begin...0 -
Actually it is closer to a nine year span; the Dowry font transfer was in March 2004. JH made public pronouncements of their partnership prior to that time, but the font transfer should carry more weight. If the following is true then TFJ is on solid ground, but he has to prove his allegations.
29. After he signed the Sale and Assignment of Type Fonts, Frere-Jones repeatedly [emphasis mine] asked Hoefler to complete his part of the bargain and transfer half of the ownership in HTF to him, and Hoefler repeatedly acknowledged his obligation to do so, but each time begged off purportedly due to the pressures of work or his personal life. As a good partner, Frere-Jones respected Hoefler's wishes.
As for an argument that TFJ profited financially, I feel that is true even if one is only drawing a nice paycheck with no vested interest other than one's love for their work.
As for an argument that TFJ enhanced his career prospects, I feel such a claim could be countered with the fact that JH, being the sole owner, enhanced his prospects to a much larger degree through his association with TFJ, something he could not have easily done on his own -- if at all.
I hope TFJ kept good notes. It appears that he may have done so.0 -
This is interesting in the light of the lawsuit: the 2004 article in the New York Times on the new partnership of H & F-J: http://www.nytimes.com/2004/10/19/nyregion/19profile.html?_r=0 Note that it refers to them as "business partners." Unless Hoefler objected to the Times at the time, it seems to me that that indicates he was happy to hold out to the world that Frere-Jones was not an employee, but a partner in the business. Note that Hoefler also claims that the competition between them was 'financially ruinous' for them both.
By the way, on who did what they seem to have general agreement, according to the wikipedia articles on each of them. Whitney and Gotham are Frere-Jones's designs, according to both of them. Verlag, my favorite of Hoefler's, is before they started working together.0 -
If anything good comes out of this, it would be the publicity both sides will earn.0
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