jassi007 posted:

You say so, but what WOTC employees have said make it sound like there is some legally binding agreement that they won't print them, and it also has a clause that doesn't allow them to speak about it, so unless they violate this theoretical agreement, we'll never know. Even former employees seem to refrain from saying more. Maybe they don't know, or maybe they believe it would have negative consequences for them.

Dr. Poz posted:

Nothing specific. Just really interested in the crunchy stuff right now. Example, Cavern of Souls states:

Relevant rules:

Replacement Effects can apply to Events (like a land being put on the battlefield) so I have to infer the Static Ability that produces the Replacement Effect is active while in the players hand? I'm asking myself questions like this often.

quote:

614.12. Some replacement effects modify how a permanent enters the battlefield. (See rules 614.1c–d.)
Such effects may come from the permanent itself if they affect only that permanent (as opposed to a
general subset of permanents that includes it). They may also come from other sources. To
determine which replacement effects apply and how they apply, check the characteristics of the
permanent as it would exist on the battlefield, taking into account replacement effects that have
already modified how it enters the battlefield (see rule 616.1), continuous effects from the
permanent’s own static abilities that would apply to it once it’s on the battlefield, and continuous
effects that already exist and would apply to the permanent.

Elvis_Maximus posted:

From the previous page, but couldn't they just get new art made for like, sylvan library for example so they don't have to pay royalties to an actual nazi?

Is that not how it works? I guess I always just assumed..

Dr. Poz posted:

Nothing specific. Just really interested in the crunchy stuff right now. Example, Cavern of Souls states:

Relevant rules:

Replacement Effects can apply to Events (like a land being put on the battlefield) so I have to infer the Static Ability that produces the Replacement Effect is active while in the players hand? I'm asking myself questions like this often.

Pablo Nergigante posted:

There’s a new MTG Visual Guide coming out and the preview pages on Amazon have some major spoilers lol

https://a.co/d/dJj6Ahy

Ajani gets compleated and kills Jaya
The Raven Man is Lim-Dûl

ilmucche posted:

Secret lair: the dualies. There's two to a box and they don't share a colour.

700 USD each

Qwertycoatl posted:

They could in general, but in this case the gimmick is literal old Legends cards that they had lying around, rather than reprints (there are at least three other Sylvan Libary arts in newer sets)

(e: How do royalties work in this case anyway? Did he get paid when the cards were printed, or would he only be due them now when they actually send them to customers? Although in any case royalties or not they probably don't want to be distributing them)

mcmagic posted:

Anyone know what happened here? lol
https://twitter.com/hareruyaEnglish/status/1532671310794735616?s=20&t=vbzJMdkIruK_biIV9a0k8w

Pablo Nergigante posted:

There’s a new MTG Visual Guide coming out and the preview pages on Amazon have some major spoilers lol

https://a.co/d/dJj6Ahy

Ajani gets compleated and kills Jaya
The Raven Man is Lim-Dûl

mcmagic posted:

Anyone know what happened here? lol
https://twitter.com/hareruyaEnglish/status/1532671310794735616?s=20&t=vbzJMdkIruK_biIV9a0k8w

mcmagic posted:

Anyone know what happened here? lol

Leperflesh posted:

wizards of the coast totally created joinder when they declared, with a fringed flag in the background, that they would not print certain cards again
if they did it they'd be sude
they better not do it!!!!!

they probably won't do it but if they did there'd be zero legal consequences

quote:

Contract From Below: Promissory Estoppel and the Reserved List
by Scott Peitzer // Jul 13, 2018

Every time we see the new spike in the price of dual lands, the subject of the Reserved List pops up on social media. In those conversations, people often assume that Wizards won’t abolish the Reserved List because it exposes them to a lawsuit for promissory estoppel. But what exactly is promissory estoppel? How does it apply to the Reserved List? And would such a lawsuit be successful?

This article series will attempt to explain all of those questions and more, hopefully clearing up a lot of the misconceptions people have about the legal side of the reserved list. But first, allow me to introduce myself. Some of you might know me as the creator of the Booze Cube—a custom set that turns Magic into a drinking game. I’m also an attorney with a keen interest in contract law. I’ve been playing Magic since Revised and own a respectable collection of Reserved List cards. While I enjoy playing most constructed formats, my favorite by far is Legacy (I’m obsessed with 12 Post). And as both an attorney and Legacy player, I’ve spent a lot of time thinking about the Reserved List. Personally, I’d like to see it abolished because Legacy is my favorite format, and I’d like to have people to play it for the next twenty years. For now, however, we will ignore the question of whether Wizards should abolish the list. Instead, we will be focusing on the legal consequences of reprinting cards on the list.

So let’s start with the simplest question: What is promissory estoppel, and why would someone sue Wizards for it?

To understand promissory estoppel, you first need to understand some fundamentals of contract law. A promise, by itself, is not legally enforceable—that is, a court won’t award damages for a broken promise. To be enforceable, you typically need a contract. So then what is a contract? Now, when you think about a contract, you probably picture a formal document you sign or perhaps a EULA where you click an “I Accept” button. But what counts as a “contract” is much broader than that and can be much less formal. Any time you buy something—be it a new car or a bottle of water—that’s a contract. Any time you trade Magic cards, that’s a contract. Any time you play in a GP, that’s a contract. So what, then, is a contract?

A contract is simply a promise (or a set of promises) that the law either recognizes as a duty or provides a remedy for breaching it.[1] To form a contract, you need three core elements: offer, acceptance, and consideration. These elements reflect the fundamental idea that, for a promise to be legally enforceable, it must be the product of mutual assent to the same bargain, and that the bargain is one in which both parties get something out of it.[2] One person “offers” terms, and the other person “accepts” them—this is often called a “meeting of the minds.”[3] The key here is that both parties agree to be legally bound by the same contractual terms.[4]

The element of “consideration” is about reciprocity—the exchange at the core of the parties’ bargain.[5] We see this all the time in Magic. I offer to trade you my Taiga in exchange for your playset of Karn, Scion of Urza, and you accept. We have agreed to the same terms, and the exchange of cards is the consideration to which we’ve agreed — we’ve formed a contract. Consideration can also be an exchange of promises.[6] For example, I promise to lend you my deck for a tournament if you promise to give me 25% of anything that you win with it. Again, the key here is that we’ve bargained for a reciprocal exchange. That bargain can be wildly one-sided—trading a Black Lotus for a draft common—but, as long as there’s something exchanged, it will count as consideration when forming a contract.[7]

The Reserved List is a promise, but it’s not enforceable as a contract because it lacks consideration. Wizards didn’t promise to forego reprinting certain cards in exchange for something. Many people were upset after Chronicles tanked the value of the cards that were reprinted in it. Wizards made the promise gratuitously, hoping that renewed faith in the cards’ collectability would encourage people to continue buying packs. There was no reciprocity, no promise by Magic players to buy packs in return. Without that mutual exchange, there’s no contract. And if the Reserved List isn’t a contract, the law provides no remedy for a breach.

This is where promissory estoppel enters the picture.

Promissory estoppel is an equitable doctrine in which a court enforces a promise as if it was a contract.[8] The word estoppel comes from the French word “estoupe,” which means “shut the mouth.”[9] Essentially, the court is preventing a party from making an argument, asserting a right, or introducing evidence based on that party’s prior conduct.[10] There are many species of estoppel. Collateral estoppel, for example, prevents parties from re-litigating issues that were already decided in a previous case.[11] Judicial estoppel prevents a party from asserting one position in a legal proceeding and then asserting an inconsistent position later.[12] With promissory estoppel, the promissor is estopped from defending themselves that there was no contract because the promise lacked consideration.[13] This allows the promisee to seek quasi-contractual damages for relying on the broken promise.[14]

The precise definition of promissory estoppel varies from state to state, but its elements are basically the same. In order to establish promissory estoppel, you need to prove several things:

The existence of a promise;
The promise is one that the promisor should reasonably expect to induce the promisee to rely on it to their detriment;
The promise actually did cause the promisee to justifiably change their position in reliance on it; and
Injustice can be avoided only by enforcement of the promise.[15]
There’s a lot to unpack in each of these elements, which I plan to do in future articles. For now, however, let’s look at the broad picture.

The essence of promissory estoppel is based on the idea of “reliance,” which is a term of art in contract law. Reliance is the change of position induced by a promise—that is, expenses or losses that the promisee would not have incurred but for the broken promise.[16] To get a sense of what this means, consider what a Tournament Organizer ("TO") might need to invest before a large limited tournament. They need enough packs for the players to open and as prize support, so they order extra cases. They need to print deck registration forms and have plenty of paper on hand to print match slips. And so on. Now imagine what would happen if the venue they booked for the tournament suddenly pulled out at the last minute. The TO just spent thousands of dollars to prepare for the tournament, relying on its contract with the venue that there would be a space to hold it. The TO could then sue the venue for breach of contract, seeking this amount as reliance damages. We can contrast this with the TO’s expectation damages, which would be the profits they reasonably expected if the venue hadn’t breached.

In a promissory estoppel claim, what you need to prove is very similar — the difference being that the promise isn’t part of a contract. Imagine that, when the TO spoke to the venue six months before the tournament, they were told that they don’t book rooms that far in advance. The venue also told the TO not to worry and to go ahead planning the tournament because they’d have a room available closer to the time. Relying on this promise, the TO spends thousands of dollars in preparation. When the TO speaks to the venue again, however, they are informed that they are all booked up and don’t have any rooms to rent. In this case, there was no contract formed, just a promise to have a room available for a contract at a later date. The venue, however, should have reasonably foreseen that its suggestion to go ahead and prepare for the tournament would induce the TO to justifiably rely on the promise that they’d have a room to rent. The TO can sue the venue for the amount that they spent relying on that promise, estopping the venue from arguing that they didn’t have a contract.

For a claim based on the Reserved List, your theory of the case would be that you spent an exorbitant amount of money to acquire cards, relying on Wizards’s promise never to reprint them to protect the value of your investment. You would also need to prove that Wizards should have reasonably expected you to rely on the Reserved List in this way, and that you were justified in doing so. This theory has significant flaws, which I will delve into in future articles.

The measure of damages here would be the price you paid minus the fair market value after they reprinted those cards. It’s very important to note that you can’t recover expectation damages. Because it’s reliance based, promissory estoppel won’t allow you to recover the profit that you would have made from selling a card at pre-reprint prices. Let’s say that you bought a Revised Underground Sea at $300, listed it at $800, and it tumbles down to $100 after a reprint. You could try to get the extra $200 that you paid in reliance on the Reserved List, but you can’t get the $500 profit that you would have made if Wizards hadn’t reprinted it.

The injustice element is where we see the biggest difference between breach of contract and promissory estoppel. As I mentioned before, promissory estoppel is an “equitable” claim, as opposed to a “legal” claim like breach of contract. Claims at equity invoke an entirely different set of the court’s powers than claims at law. We will dive into what this would mean for a lawsuit against Wizards later, but for now, the most important thing to understand is that equitable relief “is not a matter of absolute right to either party; it is a matter resting in the discretion of the court, to be exercised upon a consideration of all the circumstances of each particular case.”[17] In other words, even if you prove all of the elements of promissory estoppel against Wizards, the court still has tremendous discretion as to whether to give you any money. In the end, it comes down to policy decision about whether the Reserved List is the kind of promise that the courts should be willing to enforce.

Well, that’s it for today. I hope this helped give you a basic understanding of what promissory estoppel actually is. Join me next time, when I will dive deep into the reliance element and why someone suing Wizards would have a very difficult time proving it. If you want to contact me, I’m on Twitter at @theboozecube. See you next time!

[1] Restatement (Second) of Contracts § 1 (1981)

[2] See id. § 3

[3] See id. § 17, cmt. c. If the person to whom the terms are offered proposes materially different terms, that becomes a rejection and counteroffer which then puts the ball back in the original offeror’s court to accept. Interestingly, the way that the technical side of this process works is similar to the stack in Magic. But that’s a topic for another time.

[4] Id. § 17

[5] See id. § 71

[6] Id.

[7] See, e.g., Reger Dev. v. Nat’l City Bank, 592 F.3d 759, 766 (7th Cir. 2010) (noting that even a peppercorn can be sufficient consideration to support a contract)

[8] See Wigod v. Wells Fargo Bank, 673 F.3d 547, 566 (7th Cir. 2012)

[9] Black’s Law Dictionary 570 (7th ed. 1999) (quoting Everest and Strode’s Law of Estoppel 1 (3d ed. 1923))

[10] Id.

[11] Id. at 256

[12] Id. at 571

[13] Wigod, 673 F.3d at 566.

[14] Del Hayes & Sons, Inc. v. Mitchell, 230 N.W.2d 588, 593 (Minn. 1975)

[15] Restatement (Second) of Contracts § 90

[16] Id. § 349

[17] See Willard v. Tayloe, 75 U.S. 557, 565 (1870) (discussing the availability of specific performance)

Qwertycoatl posted:

My reserved list conspiracy theory is that it's the subject of a confidential contract or two with some distributers or suchlike back in the day, and it's that rather than their public statements that could get them sued. That twitter guy thinking it could destroy the company is pretty ridiculous though, I'd be astounded if there was any possibility of them getting sued for enough money to make a dent in the giant money printer that "Secret Layer: Power 9" would be. Still, I wouldn't be surprised if there were some shady dealings and favouritism and whatnot that would come out and embarrass them.

quote:

Some of you might know me as the creator of the Booze Cube—a custom set that turns Magic into a drinking game. I’m also an attorney with a keen interest in contract law.

kalel posted:

Captain Invictus posted:

are you going by the ex-wotc twitter guy who turned out to be making poo poo up, because that sounds like total horseshit.

jassi007 posted:

Nope. Mostly Rosewater tweets/tumbles. Also if you were an ex WOTC employee who knew wouldn't you dish unless the consequences outweighed the pros of telling?

odiv posted:

The reserve list is like the CostCo hotdog thing at this point.

mikeraskol posted:

This secret contract theory makes zero sense from a legal, business or logical perspective.

They just don't want to abolish the list at this point and the employees don't want to wade too much into that poo poo (and WoTC doesn't want them to either).

That's it.

quote:

Here’s how many of each rare from each set were printed:

Alpha 1100
Beta 3200
Unlimited 18500
Revised 289000
Legends 19500
Arabian Nights 20500
Antiquities 31000
The Dark 128000
Fallen Empires 744000
Ice Age 202000
Homelands 413000
Alliances 326086
Mirage 242424
Visions 240000
Weatherlight 240000
Tempest 242424
Stronghold 272727
Exodus 272727
Urza's Saga 363636
Urza's Legacy 303030
Urza's Destiny 303030

But what is the total value of every card on the Reserved List? Usually when arguing with people, I merely talk about one card, Underground Sea. It is a card most people have seen, it is a card most people understand the usefulness of and the value of, and it is just one card. Underground Sea has been in basically 4 sets, Alpha, Beta, Unlimited and Revised. There are also non-english printings of it. And when talking about it, I usually talk about Revised Underground Seas. There are about 300,000 of them out there, and the “med price” as of this writing is $576.21 each, whereas the cheapest LP version is $505 on tcgplayer. Let’s say the average price is $550 (which is quite low). That’s $158,950,000 in Underground Seas. If you’re from Scottland, and would prefer to value them at about $350, then we’re still talking about $105,000,000. Say it out loud. Right now. All the REVISED Underground Seas together are worth about 105 MILLION dollars. That is usually the arguing point I bring up to people, however, because I intended to go into a bit more depth, and because I have nothing but time on my hands (sigh,) today you’re going to get a better picture of what the Reserved List is worth.

There are 572 unique cards on the Reserved List. Ignoring non-English printings (revised, and The Dark forward,) there are 692 editioned cards on the list. While Reserved List cards can’t be reprinted now, there are of course 4 versions of Underground Sea, 4 versions of Tundra, 3 versions of Mox Jet, 3 versions of Volcanic Island, and so on.

Of those 692 cards, 289 of them are worth more than $20. If you take those 289 cards, multiplying each medium value by the quantity of them out there, they total $3,536,621,684.73, that’s $3.5 BILLION dollars. Hasbro, who now owns Wizards of the Coast, is worth about $5 Billion dollars, and makes about $550 million, or $0.55 Billion dollars a year. (https://en.wikipedia.org/wiki/Hasbro)

Why does what the Reserved List cards are worth matter?

If we assume Wizards of the Coast will start reprinting cards from the Reserved List, the value of the already existing cards would go down. A Revised Underground Sea is worth $450. If WotC announced they were printing “Reserved List Masters” and that Underground Sea was in it, Underground Sea would drop in value. How much would it drop by? I don’t know. Probably most of its value. Even if it were a limited product like From the Vault, even breaking the promise a little would SHATTER the faith in the market that the Reserve List promise creates. How much they print doesn’t matter as much as the fact that they ARE printing more. If Underground Sea drops from $450 to $100, that is a loss of about $100,000,000. If the whole Reserved List follows suit, it would be a loss of about $3 BILLION. All we’ve looked at are the most expensive cards from the Reserved List, and there’s a reasonable argument that if reprinted the most expensive cards wouldn’t lose as much value. And that is certainly partially true. If you sort the list by price, the highest priced cards are all Alpha cards, then Beta, then Unlimited cards. However on a percentage basis, there’s not that much value there because Alpha, Beta and Unlimited were not as heavily printed as later sets. So let’s IGNORE A/B/U entirely. That removes 139 cards from the list. The remaining 150 cards still make up about $2.5 BILLION in value. The top of this list is held by cards like The Tabernacle at Pendrell Vale, Bazaar of Baghdad, Library of Alexandria, Mishra's Workshop, Juzam Djinn, Moat, The Abyss, Candelabra of Tawnos, Chains of Mephistopheles, and the Revised Dual Lands.

If WotC Reprinted items from the Reserved List they WILL be sued. Not maybe. Not possibly. Not “highly unlikely”. But an absolute certainty. That suit may or may not be successful, but it would absolutely happen. So if you’re WotC, or more importantly, if you’re a lawyer of Hasbro, how do you begin to think about this problem? Well, let’s say you’re an optimist. Let’s say you think this lawsuit only has a 10% chance of being successful. If the total damages are $2,500,000,000 and have a 10% chance of happening, then this lawsuit will cost you $250,000,000. That’s 250 Million Dollars. That is a third of what your company makes in year.

The number one reason why they will never reprint cards is that they fear a lawsuit. Not a successful suit, not a hypothetical suit, but because the POTENTIAL for damages is so high, even a low probability of success leads to a catastrophic outcome.

quote:

11) If they reprinted Reserved List cards, people would only be able to sue for the value the cards were at when the Reserved List promise was made. For example, Underground Sea was worth $10 back then, not $550.

No, that’s not how Promissory Estoppel works. You rely on the promise and make decisions. The value is never set in stone or in time. And certainly not set at the time of the promise. At the time of the promise, the value is almost always negligible. It is acting upon the promise that creates value. Promissory Estoppel is forward looking.

quote:

12) Most/Many Black Lotuses and other cards have been destroyed over the years.

Sigh. Once a week we get “black lotus guy” in the store. “Oh man!” he says, “Magic is still around? When I was younger I had 4 of each Alpha and Beta and Unlimted, including Lotuses and Moxes and power. But I went to college and my mom threw it away.” No. No you didn’t. No, no she didn’t. I would be shocked if more than 1% of any card from any printing has been destroyed.

Pablo Nergigante posted:

There’s a new MTG Visual Guide coming out and the preview pages on Amazon have some major spoilers lol

https://a.co/d/dJj6Ahy

Ajani gets compleated and kills Jaya
The Raven Man is Lim-Dûl

Jiro posted:

So that probably means the compleations will get reversed at some point during the arc, Ajani is like one of their main most well known protagonists. No way he's kept like that permanently. Tamiyo I can see being a permanent change since she's always been relegated to being more of a side character. Lim-Dul returning is an interesting thing, but he's also someone I can see getting turned into a Borg just to have someone Liliana can face off against.

odiv posted:

The reserve list is like the CostCo hotdog thing at this point.

disaster pastor posted:

Does Dan Bock still not ship cards if the price goes up after you order them? Because that's the extent of my experience with him.