Memo outlines Tharpe NWA plan
Sep 3, 2012 - by Dr. Jerry Wiseman
As more information is leaked about the hostile takeover of the National Wrestling Alliance by R. Bruce Tharpe and rumors of a recall vote abound, one of the original proposals sent to members for vote has been made available. Judge Arturo McDonald has stalled any attempt to settle the case due to concerns that Tharpe and his officers forced a positive vote from NWA members by using threatening tactics. There are whispers that some members are moving toward pushing this case to a jury trial. There were a number of motions set for trial in late August that were pushed back to late September at the request of Tharpe.
What follows is one of the proposals sent to NWA members on behalf of Bruce Tharpe and his officers…
As all should be aware the LLC, some of the Director/Members and others were sued by Members, Bruce Tharpe & Christopher Ronquillo (Plaintiffs) in Texas. Below is the Plaintiff’s settlement offer for the LLC. This email presents that offer as a motion to be voted by the Membership, yes, no, or abstain. Please note that should the motion pass, only those voting YES will have the option of retaining use of the NWA brand (see below for specifics).
Should their be questions please contact David Baucom or myself.
You may vote directly to me without copying the full Membership if you wish.
The following is presented as a motion seeking vote:
The terms are that Plaintiffs and Defendant, Pro Wrestling Organization, LLC, d/b/a National Wrestling Alliance (via its authorized officer(s)) agree to execute mutual full and final releases. Plaintiffs will move the court to dismiss the lawsuit against Defendant Pro Wrestling Organization, LLC, d/b/a National Wrestling Alliance conditioned as follows:
- Ownership of all NWA and National Wrestling Alliance trademarks and brand, etc., will be transferred from Pro Wrestling Organization LLC to the new LLC. This transfer is to include full ownership (warranted to be free and clear of liens and all other encumbrances) of any and all trademarks, brands, copyrights, logos, any and all NWA physical assets (including but not limited to championship belts), social media (including but not limited to websites, Facebook pages) and/or intellectual property.
- Pro Wrestling Organization LLC must provide the new LLC with any and all contracts for NWA brand-related licensing agreements, etc.
- Pro Wrestling Organization LLC shall provide the new LLC with an inventory of all physical property (including but not limited to all championship belts) and all social media (including but not limited to web sites, Facebook pages, etc.) owned by the LLC.
· The new LLC will manage all NWA business matters including, but not limited to, website, social media, licensee dues collection, all championships and titles, etc.
· All physical property, including but not limited to all World, North American and National title belts will become the immediate property of the new LLC, and control over said championships and titleholders will immediately vest in the new LLC;
· Michael Porter and Kenny McCoy will concede portions of their territories in central Tennessee and Kentucky, respectively, to the new LLC (see attached for defined territory).
· It is Plaintiff’s position that this transfer of the brand to the Plaintiffs is not a violation of the Temporary Restraining Order/Injunction. Plaintiffs will not pursue any motions for contempt or sanctions against the Defendants for transferring the brand to the Plaintiffs, pursuant to settlement.
· David Baucom, in his capacity as Executive Director of Pro Wrestling Organization,
LLC,will immediately direct Robert K. Trobich, Esq. to surrender any and all business
records, trademark certificates, and any and all other documents, and NWA property
without limitation, in his possession relevant to Pro Wrestling Organization, LLC, d/b/a
National Wrestling Alliance, to the new LLC. Mr. Baucom will copy David Willis, Esq.
on said letter.
· With the exception of Porter and McCoy (as set forth above), all current members will keep their current active territories as licensees and will be bound by the following:
1. Former members of Pro Wrestling Organization LLC, that become licensees of the new LLC, will be licensed to use the NWA brand, logo, marks, intellectual property, etc., pursuant to a licensing agreement. All existing shareholder members of Pro Wrestling Organization LLC that are in good standing on xxx xx, 2012 that vote in favor of this resolution will be deemed licensed in perpetuity (except for David Marquez who has different requirements). For purposes of this agreement, “perpetuity” is defined as: for as long as licensees remain in good standing and do not violate any provisions contained in their individual licensing agreements. Licenses cannot be transferred, bequeathed, etc. without the express written consent of the new LLC.
2. License(s) may be revoked if a licensee fails to timely honor or violates the following the new LLC’s policies, requirements and rules (mitigated penalties, to include suspension, fines, etc., may be applied in an exercise of discretion by the new LLC):
a. Annual dues currently in the amount of $300.00 must be paid-in-full to the new LLC no later than 11:59pm central time on October 1 of every calendar year.
b. Fines levied for infractions must be paid in full no later than the date set down in any such decision.
c. Violating the boundaries of another licensee’s territory. Television and/or radio broadcasts that electronically cross borders are specifically exempted.
d. Acts deemed detrimental to the worth of the NWA brand, etc.
e. Failure to promote four NWA branded events in each state, province, etc. of a licensee’s territory in the course of the business year (October 1 through September 30).
f. Conviction of a felony, moral turpitude offense, bankruptcy, drug-related offense or any other conviction deemed detrimental to the worth of the brand.
g. Executing or otherwise entering into any agreement (for any purpose) without written permission of the new LLC.
h. Adjudication by a court of law that a licensee is incompetent, and/or in contempt of court.
i. Death of licensee.
j. Failure to implement or follow the company’s drug testing policy.
k. A finding that a licensee violated the terms of the Consent Decree.
l. No licensee or their employee, consultant, agent, etc. will relate, communicate, issue press releases/statements or otherwise disseminate information concerning the business or affairs, polices, etc. of the new LLC without express written permission. All such matters are acknowledged, as a condition of license, to be strictly confidential.
m. Licensees, etc. are expressly prohibited from negotiating a contract in the name of the LLC or said LLC’s marks, logos, etc. (“NWA”) with a company or other entity by which they are employed, contracted to, etc.
3. The new LLC will designate and control branded champions at all levels. Licensees are expressly prohibited from conveying or advertising a championship other than branded NWA championships proprietary to and carrying the name of their territory.
4. No expansion will be allowed by licensees beyond the territory boundaries set forth in each individual licensee agreement without express written consent of the new LLC.
5. Licensees are expressly prohibited from making any public statements or comments
regarding the transfer of the brand or terms of this settlement, without the express written
consent of the new LLC.
6. Any disparaging comments, interviews, press conferences, statements, etc., without limitation, with regard to the merits of the litigation, truthfulness of the allegations, etc. without limitation will be deemed to be an express violation of this agreement and will render any further responsibilities of the Plaintiffs null and void and will entitle the Plaintiffs to liquidated damages.
Please vote on the motion above: