:strip_icc()/pic7857373.jpg "University Games and Forbidden Games File Competing Lawsuits | BoardGameGeek News")
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In October 2023, publishers University Games (UGC) and Forbidden Games filed lawsuits against one another in US District Court for the Northern District of California, with University Games alleging breach of contract, breach of fiduciary duty, and fraud by Forbidden Games and its president/CEO Glenn Drover and with Forbidden Games and Glenn Drover alleging fraud, breach of contract, and wrongful termination by University Games, president Bob Moog, and SVP Marketing and Product Development Craig Hendrickson.
How did these two companies become involved with one another? From the University Games’ lawsuit: “In early 2022, UGC became interested in acquiring the assets of Forbidden Games, Inc., a board game publishing company founded by Glenn Drover. To that end, the parties entered into a ‘Memorandum of Understanding for Purchase of Assets of Forbidden Games by University Games,’ on February 17, 2022.”
The two companies signed an Asset Purchase Agreement (APA) on April 20, 2022, and University Games released this press release that same day:
Quote:
RACCOON TYCOON JOINS FUN AT UNIVERSITY GAMES
University Games adds Forbidden Games portfolio to its library of great brands
April 21, 2022, San Francisco. University Games and Forbidden Games have announced the acquisition of Racoon Tycoon, Mosaic, and the rest of the intellectual property of Forbidden Games, the brainchild of Glenn Drover, game designer and president of Forbidden Games. “I am extremely excited that our games will join the impressive product line at University Games, where they will benefit from University’s broad market penetration and channel expertise,: stated Glenn, who will be joining the team at University Games as VP of the Strategy Games Division. He continued by adding, “And I anticipate being able to add a ton of value for University Games in a booming category that weaves perfectly into their existing strengths.”
Bob Moog, President of University Games enthusiastically agreed, “Glenn is a highly regarded game designer and business leader in the strategy game category, with more than 30 years of experience. When he says that he can help us, he isn’t talking poppycock. We are psyched!”
Racoon Tycoon is the leading game from Forbidden Games which launched its first game, Railroad Rivals in 2018. In 2022 the company will introduce its next hit game: Mosaic, which has raised more than $1.2 million through its first round of crowdfunding.
University Games plans to increase the introductions of new games and help Forbidden Games reach a global audience. Australian Managing Director, Andrew McCosker, asked “Never seen a raccoon…Is it some sort of weasel?” He then stated emphatically, “No worries! I can sell Raccoon Tycoon. It will definitely be a hit in Australia.”
Forbidden Games will become a division of University Games. University Games announced that it will be realigning its Briarpatch and Front Porch games division to create product lines that best fit the addition of Forbidden Games.
No purchase price was given in the press release, and all dollar values have been redacted from the University Games lawsuit, but the Forbidden Games suit notes that while Drover “was adamant that he would not sell for less than $3 million…Mr. Moog countered with $2 million, but offered the additional $1 million in ‘deferred payments’ (as described in the APA) over a three-year period in the form of 5% of adjusted gross revenues from the sale of Forbidden Games assets, like Mosaic and Raccoon Tycoon.”
The companies disagree on what followed the April 2022, as they lay out in the summaries at the start of their lawsuits. From the University Games lawsuit, which was filed on October 30, 2023:
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About a year later, Glenn Drover resigned from UGC. Both before and after his resignation, Forbidden Games and Glenn Drover breached their contractual obligations and Drover breached his fiduciary duties of loyalty and good faith and committed fraud. Defendants’ breaches of their contractual and fiduciary obligations included, among other things, failing to transfer the assets and intellectual property as required by the contract, failing to transfer monetary proceeds to UGC’s account, refusing to work with UGC under the terms the parties had negotiated, holding UGC’s game development hostage until Drover’s increasing monetary demands were met, chronically violating University Games procedures and policies, interfering with the development and launch of UGC games, refusing to return company property after Drover’s resignation, and claiming that the intellectual property Drover and Forbidden Games had transferred to UGC actually belonged to Drover.
And from the Forbidden Games lawsuit, which was filed on October 31, 2023:
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Prior to the asset sale, Forbidden Games board games like Mosaic and Raccoon Tycoon had earned industry and consumer accolades and awards, as well as early promising sales figures. However, University Games fraudulently had no intention of permitting Plaintiffs to earn the additional $1 million in deferred payments or otherwise to promote the acquired Forbidden Games board games. Instead, University Games and its principal, Robert Moog, set about to breach their promises by: (i) promoting existing University Games over the Forbidden Games; (ii) refusing to attend and/or feature Forbidden Games at major tradeshows in the boardgame industry; (iii) slashing the Forbidden Games’ marketing budget; (iv) making a hostile work environment for Mr. Drover and the colleagues he brought over to University Games so that they could not effectively promote the Forbidden Games board games in the market, and eventually would have to leave the intolerable working conditions at University Games; and (v) otherwise taking unreasonable commercial action and doing everything else they could to impede the performance of sales of the acquired Forbidden Games’ assets (board games).
The lawsuits have been assigned to different judges in the US District Court for the Northern District of California. The parties each have 21 days to respond to a lawsuit after being served before a default judgment is made against them, and we’re still within that 21-day window at this time.
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