The MCA controversy according to Leon

The Miata Club of America (MCA), of which the Bigbend Club is a chapter, is under attack. Some claim that the (for profit) MCA does not represent the best interests of the Miata owners of America. The leaders of the MCA, N. Garrett III and S. Vince Tidwell, have sold the MCA's club magazine, Miata Magazine, to a nonMCA owner, the Miata Publishing Group (MPG). They received the sum of $250,000 for the magazine. The leaders of MCA have also attempted several times to sell the remainder of the MCA, asking $1,5 million. Others allege unethical business dealings by the MCA, in particular in respect to the new owners of Miata Magazine, MPG.

Most of this fire has come from the forums on The objectivity of the community has been called into question. After inviting MCA repeatedly to provide their side of the story on the neutral forum, I have decided to make a decision on the issues myself. I base it mainly on the documents available on What follows is my assessments about who would be judged legally "right" if I was the judge. Feel free to think for yourself and make your own decisions:

My conclusions are:

1) MCA have withheld from Miata Magazine (MPG) the $6/year they were required to contribute for the publication of the four or five yearly issues of Miata Magazine. (Advertising fees go directly to MPG and presumably are the major income.) This $6 comes out of the $29 a year membership fee from MCA members like myself. The remaining $23 is unaccounted for, since the MCA is a for-profit company, allowing MCA to keep closed books.

The contract states: "MCA shall pay to MPG 19% of all revenues received by MCA ..." No ifs or buts. MCA are in clear violation of the contract on this point.

2) Subsequently, the MCA have withheld from MPG the mailing addresses from the MCA members such as myself. This too is a clear violation of the contract, that states: "MCA shall provide current membership lists for all mailings." Period.

I may add that at NO TIME, I have given MCA the rights to withhold my mailing address from Miata Magazine. By accepting my membership fee, MCA obligated to providing me this Magazine. Their withholding my mailing address is a violation on their part not only of the contract with Miata Magazine, but also of their contract with *ME*.

Next, I will consider the actions of Miata Magazine, (MPG):

3) MPG want to offer/have already offered Miata Magazine on the news stands. On carefully reading every line in the contract, I see *absolutely nothing* that prevents MPG from doing so. The contract does state: "MPG shall produce a magazine of high quality which shall promote the interests of MCA and Mazda automobiles." Promoting the interests of MCA is not the same as making every decision based on the best interests of MCA only, ignoring the interests of Miata Magazine.

I note that MPG has paid MCA a quarter million dollars for Miata Magazine. This is well over $10 a member. It should be obvious to the meanest intellect that MPG would insist on the freedom to explore all avenues to pay down on that considerable debt, and the contract reflects this. I assume MCA had that intellect when they signed the contract.

As far as the interests of MCA is concerned, MCA spends only $6 of each $29 membership fee on Miata Magazine, the other $23 going to other club efforts. MCA *SOLD* Miata Magazine to an outside operator. Clearly, by this action MCA has confirmed that Miata Magazine is only a minor part of what MCA does. To now wring one's hands and to state that making this minor component more widely available would injure MCA financially and imply it can be stopped by *any* means, even *illegal* ones, cannot be justified.

4) MCA alleges that Miata Magazine included content that was clearly not in the best interest of MCA. While it is quite to be expected that MCA would occasionally strongly disagree with content they did not write, when selling the magazine, they *signed away their right* to determine its contents. The contract states emphatically: "MPG shall have the final authority over the contents of any proposed issue." And let us here be *very* clear. MCA was *very much* aware that they were signing away their independent voice in Miata Magazine: the contract has an initialed modification, changing "MCA shall have an opportunity to review and comment upon each issue of Miata Magazine." The word "comment" was changed into "advise". In any case, the next sentence in the contract gives MCA only two days from "delivery of a proposed issue" to comment. It should be clear that commenting at this late stage gives little opportunity for a significant voice even if MPG, who has the final authority, agrees with the comment/advise.

5) MPG has started a new magazine, "Ragtops and Roadsters". This is a more serious question. The contract states: "[Either party] will not [...] enter into any other magazine or newsletter business relating to Miata automobiles..." I would read "relating to Miata automobiles" as being another *Miata* magazine, and that it does allow MPG to start a Magazine intended for the general Roadster market. But if the true market of the Magazine would turn out to be mainly Miatas, it would clearly violate the contract. And even if it does not, I could see that the new magazine could be considered to *relate* to Miatas. The suggestion by MPG that Ragtops and Roadsters compares to a magazine dedicated to *Jeeps* is ludicrous. Yet, *certainly*, this misty area of a *conceivable* violation does not justify the blatant contract *violations* described in 1) and 2). It clearly calls for a professional legal determination of how this vague part of the contract should be read.

6) Finally, there is the question of the missing "promotional issues." Despite the ridiculous mathematics by MPG, it is very clear that MPG *have* violated the contract in this area: "MPG agrees that it will provide a total of 90,000 magazines for promotional purposes in each calendar year...". In each calendar year is not the same as "averaged over the years."

If MCA would have been in a long and hopeless struggle with MPG to obtain the missing issues to which they were entitled, it would reasonably entitle them to withhold the $6/year membership contribution pending resolution of the issue.

However, it would *not* entitle them to withhold the mailing addresses of their members. First, that violates the implied contract between MCA and their members such as myself. Second, making the complete customer basis of Miata Magazine unavailable is clearly disastrous for the Magazine and not morally justifiable based on a relatively minor contract violation.

However, the moral shortcomings of MCA extend well *beyond* this issue. For, the evidence shows *NO* protracted battle by MCA to retrieve the missing issues. Quite to the contrary. In their letter, MCA cites two reasons for withholding payments: (a) "Ragtops and Roadsters", (b) Miata Magazine availability through nonMCA means. The reason for withholding mailing addresses is cited as (c) "content that was clearly not in the best interest of MCA."

As explained above, MCA has *no* rights to (b) and (c), and its rights in (a) are clearly no more than finding clarification of the term "relating to Miata automobiles" in a proper *legal* way. By their own letter, MCA implicitly admit that they are using a discrepancy in the books (the missing promotional issues) as justification to use illegal means to illegally regain rights they have sold away. That, in my final analysis, is a clear example of shady business practices.

Next, my personal opinion:

The MCA is a for profit club, whose books are closed. There is no evidence that its income does much good to the Miata community at large, and may mainly go to its administrators. The MCA has sacrificed the best interest of members like me. They did this in an attempt to regain some of the rights they sold away for a quarter of a million dollars, rights that should have been kept within the MCA in the first place. The means they used to try to achieve their goals seem illegal and unethical. In short, as an MCA member my interests have been abused and I am now also associated with the dubious business practices of its leaders.

When my MCA renewal comes up, I will not renew. I have already subscribed to Miata Magazine directly, and I will give the remaining $10 directly to our local club. Which is more than we have ever received back from MCA ($0).

And if a viable alternative to MCA emerges, one that defends its members instead of using them as pawns, that keeps its books and actions open to its members, that uses its income to support the Miata community at all levels, then I will join that Miata Club.