Breaking down Activision vs. West/Zampella
It’s being called the “biggest breakup in video game history.” On March 1st, 2010, Infinity Ward co-heads Jason West and Vince Zampella found themselves on the outside looking in for the first time in the companies over nine year history. Their contracts had been terminated by Activision, the parent company and publisher of all Infinity Ward games. Rumors began to circulate on the details surrounding their departure, and so far it has read as what could have been a script right out of the next Modern Warfare video game. It’s the type of stuff that has kept people like Jerry Springer in business for years, and as is the case in many break-ups, this one has been messy to say the least.
On March 3rd, 2010, West and Zampella filed suit against Activision, implying “breach of contract,” “wrongful termination,” amongst other things. The 16 page document filed in Los Angeles Superior Court details the a laundry list of complaints against Activision, who they claim decided to terminate their contract in order to avoid paying royalties due for their part in developing the highest grossing video game in the history of ever: Call Of Duty: Modern Warfare 2. They charge that their lawsuit is a result of “astonishing arrogance and unbridled greed,” and allege that Activision began a “sham” of an investigation on February 2nd, 2010. Describing their tactics as “Orwellian,” the lawsuit claims that the investigation “was not to uncover any facts of actual wrong-doing, but to manufacture a basis for which to fire West and Zampella.” There were a number of other historic details pertaining to the actual contractual agreement between Activision, West and Zampella, and I will delve a little further into that later on.
On April 8th, 2010, Activision filed their 23 page counter-complaint in the same Los Angeles Superior Court where they cited “breach of contract/memorandum of understanding” and “breach of fiduciary duty/duty of loyalty” as the main purposes for their counter-suit. The Activision suit brands West and Zampella as “insubordinate and self-serving schemers who attempted to hijack Activision’s assets for their own,” also ascertaining that the pair’s actions threatened the Call Of Duty franchise and the future of Infinity Ward.
The whole thing is a lot to take in, and there are a lot of key moments that both sides tend to agree on that need to be covered in order to understand where each side is coming from:
- In January of 2002, West and Zampella, along with 22 other developers that worked on Medal Of Honor: Allied Assault, formed Infinity Ward studios.
- On May 10th, 2002, Activision reached an agreement with Infinity Ward to purchase 30% of the company and publish the studios first game: Call Of Duty. Along with this deal came the option for Activision to purchase the remaining 70% at a later date.
- On October 23rd, 2003, Activision exercised their option to purchase the remaining 70% of Infinity Ward, making IW a wholly owned subsidiary of Activision.
- On November 1st, 2003, West and Zampella entered into exclusive contracts with Activision. West would serve as Chief Technology Officer, and Zampella would serve as Chief Creative Officer, both with Infinity Ward. The deal was for three years and would expire on October 31st, 2006. The deal gave Activision the option to extend the agreement by to separate, one year periods, which they did, pushing the expiration out to October 31st, 2008.
- An Amendment to their employment contract was signed on April 9th, 2008, extending their contract through October 31st, 2011.
This is where everything gets crazy. The amendment is referred to as a “Memorandum of Understanding,” and the two sides can’t seem to agree with what it all means. Activision cites a number of “Activision Employee Handbook” violations as it pertains to the actions of West and Zampella throughout their tenure with Infinity Ward, saying that they became increasingly difficult to work with over the course of their contracts. In their defense, West and Zampella maintain that their contract, along with the subsequent MOU, allowed them total creative control over the Infinity Ward studio as well as everything pertaining to their development of Call Of Duty and Modern Warfare branded games.
There is a lot of he-said, she-said throughout the 16 page suit and 23 page counter-suit, and it is tough to get a fair and accurate perception of what actually happened. From here on out, I plan on giving you my interpretation and opinion of what I took from those 39 pages of fun. Now I am not a lawyer, but I did play one on TV.
First, it is very clear that West and Zampella are owed a lot of money. In their suit, the cite California labor laws that are pretty indisputable. They also offer their opinion that Activision would rather pay their lawyers then their developers, and by terminating them just four weeks before their royalties would become due, it would force West and Zampella to take up legal counsel and fight for their money through the court system. This would potentially give Activision the ability to settle for a number south of the $36 million West and Zampella claim they are owed. Considering that Modern Warfare 2 alone has made over a billion dollars, I’d say that number seems about right. Semantics aside, I don’t think there is going to be any way that Activision can dispute that they owe these two a lot of money regardless of whether they were right in the termination of contracts.
West and Zampella also make a few claims based on the 2008 Memorandum of Understanding. The first is that they maintain creative control over all Call Of Duty and Modern Warfare branded video games that take play in an environment that is post-Vietnam through the present day or distant future. Activision’s counter claim is said to include a redacted “true” copy of the agreement, but otherwise is not specific as to whether this is true or not. Their claim according to the MOU is that no game under either brand can be made without their expressed written consent regardless of whether they are currently under the employ of Activision. The second claim is that they would be allowed to run Infinity Ward independently and gave them the opportunity to develop other intellectual property upon the completion of Modern Warfare 2.
It basically breaks down like this: West and Zampella were tired of making Call Of Duty/Modern Warfare games and wanted to branch out. Activision was pressuring them to get going with Modern Warfare 2 and to have it ready by November of 2009 (which they did), and to make sure that happened, Activision essentially extended their contracts and threw a whole lot of money and creative control at West and Zampella. The pair had already had reservations about the schedule for release with previous titles and had also grown concerned with Activision taking their technology and using it in the creation of other non-Infinity Ward games released by Activision. This may be referring to Treyarch releases in the Call Of Duty franchise, but neither suit is specific.
Now I don’t know this to be fact, but I have an idea of how things went down after the release of Modern Warfare 2: Activision makes a crapload of money and wants Infinity Ward to get right to work on Modern Warfare 3, West and Zampella say “fuck you.” I really can’t imagine it happening any other way. The West/Zampella suit makes it very clear that they wanted to start a new project with Infinity Ward and I have no doubt in my mind that Activision wants Modern Warfare 3 to be out, like, yesterday. With Treyarch handling the 2010 Call Of Duty release (which I think we can confirm will be pre-Vietnam based on the details of this suit), I would imagine Activision had visions of Modern Warfare 3 dropping no later than November of 2011. Thus the two parties clashed for the next couple months, ultimately resulting in the termination of West and Zampella.
I have a couple issues with certain issues brought up by both parties, though. From the Activision point-of-view, I really have a hard time with their constant use of the word “insubordinate.” That is such a subjective word and so open for interpretation. Maybe West and Zampella became prima donnas and were difficult to work with, but knowing how the employee-employer relationship can be and knowing how dedicated these two seemed to be towards their “independent” studio, I can understand where they would put their foot down on a number of situations that Activision might not agree with. Would it truly be insubordinate if Activision asked them to make Modern Warfare 3 by a certain date and they said no? In my opinion, no, it would not, and the terms of the MOU seem to agree.
In Activision’s defense, and oh how it pains me to do it, West and Zampella hardly seem like angels. The “sham” of an investigation determined that the two had hired agents to “negotiate with third parties for their future financial arrangements” even though they both were under contract through the end of October 2011. It also claims that the two took a private jet to have a “secret meeting” with Activision’s “closest competitor,” who I think we can all safely assume is EA. They also accuse the duo of trying to make sure the Call Of Duty and Modern Warfare brands were only associated with Infinity Ward, and not Activision. It has since been pointed out by a number of websites that the Activision logo does not appear anywhere once you put Modern Warfare 2 in your system and press play, so that would lend credence towards the claim. The most damning complaint of them all is that West and Zampella withheld royalties from other employees of Infinity Ward in order to create discontent between these key employees and Activision in hopes that when the duo bounced on to their next project, that these employees would go with them, never minding the fact that the terms of their contracts included no compete clauses that stated they could not do so for three years upon departure from Activision.
Activision basically contends that it was the intention of West and Zampella to take the Infinity Ward studio with them wherever they went, along with the Call Of Duty and Modern Warfare brands. In their own suit, West and Zampella’s versions of history claim that they were a cash strapped start-up treading water, and Activision took advantage of the situation and strong-armed them into a deal that they needed to survive, with terms that proved to be favorable to Activision. That’s all well and good, but the problem I have with it is that they chose to sign the contract and they chose to take millions of dollars from Activision. When they left EA and formed their own studio, they knew that there would be challenges being independent. I am sure that over the years, West and Zampella grew frustrated that they did not receive the same value in compensation for what Infinity Ward would eventually be worth, but they ignore the simple fact that they may never have enjoyed this success had they not entered the original agreement with Activision.
So as far as I am concerned, they have no rights to the Infinity Ward studio. That is property of Activision and they were compensated duly. I also don’t think they get to keep the Call Of Duty or Modern Warfare brands. These brands were developed under the employment of Activision, for Activision and released by Activision. If a scientist working for Pfizer develops the cure for cancer, Pfizer owns the patent for the drug. That’s the way it works. It sucks, but that’s the way the ball bounces. I know that is not what people are going to want to hear, but that’s just the way it is.
Not coincidentally, as of today, April 12th, 2010, West and Zampella have announced the formation of their new studio, Respawn Entertainment, and surprise surprise, look who will be publishing their games: Electronic Arts. You know, the same EA that Activision was afraid the duo hopped on a jet plane to have a party with? In accordance to the MOU, my opinion is that West and Zampella don’t have a leg to stand on as far as taking Infinity Ward or either brand with them. Given the… spawning of Respawn Entertainment, I think they understand part of that. I still think they stand to at least make some money off future Call Of Duty or Modern Warfare releases because of the terms of the MOU, though. Maybe when this lawsuit ultimately settles out of court (which I am convinced is the destined outcome), there will be added compensation for the release of their final signoff rights. Read: more money in their pockets to move on.
I think when we everyone sits back to take it all in, West and Zampella are going to be better off now that Activision is out of their lives (lawsuit not withstanding). They are going to be able to create their new studio the way they wanted to seven years ago with financial freedom, and they will have complete and total ownership and control of everything they develop from here-on out. Unfortunately for fans, I don’t think that will include the names “Call Of Duty” or “Modern Warfare.” But I have a reality check for everyone, I also think that was going to happen one way or another, at least for the immediate future. Like I mentioned earlier, it looks as though West and Zampella were ready to try something new, and Modern Warfare was going to get put on the backburner.
What does this mean for the preeminent franchise in the video game industry today? Well, later this year, Treyarch will take their turn in releasing the seventh addition to the Call Of Duty franchise, and it sounds like it is going to take place sometime between Korea and Vietnam. After that? Who knows. For now, it seems like the Call Of Duty or Modern Warfare brand will skip Infinity Ward and move on to Sledgehammer Studios, which is head up by the development team that brought you Dead Space. Considering it has been established that both studios are likely to have the access to the Infinity Ward technology (engines?), I think the releases should at least be consistent with the first six games, at least from a gameplay perspective.
Regardless of all the dirty laundry that is included the 39 pages of lawsuit documents, I think the eventual outcome is pretty clear: Activision is going to have to pay West and Zampella a lot of money. It is legitimately that simple. I believe they were in clear violation of the California employment laws and that they knew things were not going to progress in a way that was conducive to Activision’s best interests, and they pulled the trigger hoping it would save them some dough. They put on a dog and pony show for their investigation and now will continue to try and stiff West and Zampella. Do they have the right to be pissed that these guys were actively planning their futures after Activision? Absolutely. But maybe it is time for Activision to take a good, hard look in the mirror at the way they conduct business. I don’t think there is legitimately a single person on the entire internet that is taking their side in this dispute, regardless of how much mud they sling in their lawsuit. And trust me, if you take the time to read all 23 pages, they definitely make West and Zampella sound like a couple of assholes. But last time I checked, being an asshole is not a crime. Because if it was, I’d probably be writing this article from behind bars… and you’d all be reading it there with me!
Stay turned to AnalogHype.com for more as this story develops. God knows it’s not going anywhere, any time soon…