Guild of Blades CEO Ryan Johnson maintains that his company is a limited partnership, which would shield any limited partners from liability in case of a settlement against the company. However, a check of Michigan records shows Guild of Blades has failed to register as a limited partnership.
"Considering that the Guild of Blades Publishing Group DBA is registered with two names on it makes it a limited partnership," Johnson says. However, according to Michigan.gov, limited partnerships are created by filing with Michigan's Bureau of Commercial Services (BCS).
The BCS online database contains no record for the Guild of Blades Publishing Group.
In a limited partnership, there are two or more partners. General partners are fully liable for debts of the company, but partners designated as "limited" partners are typically not liable for the obligations of the company.
"And the company also had a wonderful 5 year track record for paying it [sic] taxes," replied Johnson when asked for comment. "And liability insurance. And insuring its invetory [sic]."
The process which Johnson describes - the filing of a joint Assumed Name at the county level - under Michigan law creates a general partnership. According to Michigan.gov, "Under a general partnership, each partner is liable for all debts of the business."
Consequently, if Thane Games can demonstrate that Ryan Johnson was doing business as Guild of Blades when performing printing services, all of the partners of the company may be liable for any associated debts.
"First of all, it was definately a GoB thing when it started out," Thane Morgan said in his Message Board posting, "with Ryan Johnson refering to 'we' and 'us' throughout early correspondence, such as 'Really sounds like we can probably help you with your full color printing, map, book cover, box wrap, and cards. Though I would not recommend us for the counters if that is the quantity you need.' All correspondence was signed with 'Ryan S. Johnson CEO, Guild of Blades Publishing Group guildofblades.com' until things became obviously bad in 5 months later. So while GoB has good reason to not want to have their name involved, its involved."
"Thane Morgan himself has no evidence so this is heresy," Johnson tells TMP. "I myself have plenty of evidence to prove my point, including that the check pying [sic] for said services was made out to 'Ryan Johnson' and deposited into a personal account with 'Ryan Johnson' on it. No checks made out to the Guild of Blades could have been deposited as such. Materials were all mailed to my personal residence, phone correspondence made to my private residence (which can be proven by digging up the phone records if need be), and a pile of other evidence."
When asked about the smallbiz page at the Guild of Blades website in which "I," "we," and "Guild of Blades" were used to describe printing services, Johnson commented: "The page did mention my experiences as a partner of the Guild of Blades Publishing Group. But that is no different than citing resume points."
When asked about the post at RPGnet in which Johnson identifies himself as CEO of Guild of Blades when promoting his printing services, Johnson says: "I have onlg [sic] one account on the RPG.net forums. You will find tht [sic] the sig
files are set and non changable without too much work. And in the very same post you cite I very clearly call it a 'side business' with reference for being separate from the Guild fo [sic] Blades."
(Johnson is apparently referring to a different posting, since the posting in question does not include the term 'side business'.)
Should Guild of Blades be held liable for obligations regarding the printing service, who would be liable? According to Johnson, "...the company has a total of five partners, including myself." Besides the partner mentioned in the DBA ("Doing Business As," or Assumed Name) filing, "The company also has contracts with regards to investors which ligitimazes [sic] other partners, in the plural sense." He identifies one as an intellectual property attorney, and two as military veterans.
However, it appears that the only business partner in the legal sense may be the partner mentioned in the DBA filed with Oakland County - Bruce Dowrie. Therefore, it appears that Dowrie would share full liability with Johnson should any judgment be made against Guild of Blades.
Dowrie designed the Talisman supplement Worlds of Heroes and Tyrants, published by Guild of Blades. The company lists his home address as its business address.
"There certainly is a potential for liability here if I can not manage to settle the matter with the printer mucking everything up," Johnson admits. However, he maintains that Guild of Blades is not responsible. "That liability is MINE."
Johnson has warned TMP not to publish this news story. "Publish some untruths along these lines and I think you know where that will lead," he writes. "Do it and I'll be happy to land a story with a broader media outlet about unethical news reporting practices and harassment. And you will be
doing it to a company where the two most notable principles [sic] are both veterans as well, so I'm thinking in todays media inviornment [sic], you won't come out looking too sharp."
Johnson says that if Thanes Games sues Guild of Blades, he will consider counter-suing TMP for "criminal fraud" on suspicion of collusion between Thanes Games and TMP. "And that criminal fraud complaints WOULD
be filed," he writes, "on the basis that you intentionally published material known to be untrue (with no tangible facts to back them up) based on the intent of helping another person base a lawsuit, for financial gain, using falsely generated negative PR from your media publication in an attempt to force the Guild of Blades towards some sort of settlement."
Lastly, Johnson has asked to have no further contact with TMP. "I am giving notice that I want no further communications from you or any of your affiliates and will register SPAM complaints if they continue. Or bring harassment charges if need be."
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unpacks and sets up an inexpensive 3D printer, and prints a test object.
