ZA/UM partner and Disco Elysium executive producer Kaur Kender has withdrawn a lawsuit against the company's majority shareholder and CEO, according to GamesIndustry.biz. The move comes amid an ongoing struggle between founding members of the studio and its current leadership, with core members of the developer/art collective claiming ZA/UM's current CEO, Ilmar Kompus, usurped his position through financial malfeasance. Both sides of that withdrawn lawsuit, Kender and Kompus, are claiming victory, while one of those ousted founding developers told PC Gamer that their fight is far from over.
To recap, Helen Hindpere, Aleksander Rostov, and Robert Kurvitz were credited as writer, artist, and lead designer, respectively, on Disco Elysium, and were founding members of the artist collective-turned-game-developer. The setting grew out of the friend group's tabletop campaigns, and the first commercial work published in the setting was Kurvitz' 2013 novel, Sacred and Terrible Air. All three had left the company by the end of 2021.
These three, as well as Martin Luiga, who is credited as an editor on Disco Elysium and seems to have parted ways earlier in its development, allege that they were forced out of the studio by investor Ilmar Kompus, who is credited under "Corporate, Finance, Legal, and Accounting" on the game. The four claim that Kompus, who is currently ZA/UM's CEO, used the company's own money (€4.8 million) to buy himself a majority share in it, allowing him to determine the studio's future.
Ilmar Kompus, meanwhile, has alleged "verbal abuse," "gender discrimination," and "attempts to illegally sell ZA/UM intellectual property" on the part of Kurvitz and Rostov. Kompus claims that the pair were fired on these grounds and denies any financial wrongdoing.
Estonian outlet Eesti Ekspress (users may encounter a paywall) reports that Kompus "paid back" €4.8 million to ZA/UM in November. The outlet says that the reason provided for the transaction was that the €4.8 million "was received on the basis of a void transaction." Eesti Ekspress points out that Kompus "controls both sides" of that void transaction.
The allegation against Kompus is that he sold the company its own property and then used those illegitimate proceeds to purchase his majority stake. By now transferring €4.8 million to the company to repay it for a "void transaction," the intended message seems to be that he didn't use company money to buy his shares. But why did he have the €4.8 million in the first place?
Kender had sued Kompus in Estonian court based on the financial malfeasance allegations, but has withdrawn his lawsuit. When reached for comment, Kender stated that "Kaur Kender's (his company, Chromed Investing OÜ) lawsuit against the owner of Zaum Studio OÜ proved to be successful," before providing a timeline of the lawsuit (printed in full after the article.) According to this timeline, Kender lodged his suit on October 25, after which Kompus' private company, OÜ Tütreke, paid €4 million to ZA/UM on November 4, and €800,000 on November 11, covering the funds in question.
Kender concluded, "To the extent that Ilmar Kompus returned the illegally taken 4,800,000 euros, Kaur Kender achieved the goal of the lawsuit filed, and the court proceedings in this case will be terminated."
Kompus, meanwhile, told GamesIndustry.biz that "[Kender and his lawyers'] decision affirms there was no basis for their accusations and that I have acted appropriately and responsibly, as underscored by the corporate records I provided."
Robert Kurvitz told PC Gamer that his party is aware of "Kompus’s view that the money taken from ZA/UM Studio was 'repaid'." Kurvitz says he's seen a "partial bank statement allegedly confirming such repayment," but remains unclear on the "source and legal nature of this repayment, and the further use of the allegedly repaid funds."
"Further, any 'repayment' of the company’s money which was used to illegally acquire a majority stake does not erase the main consequence of the initial injustice—which is that Kompus remains the majority owner, a position that he was only able to attain by using the company’s money as his own," said Kurvitz. "In light of this, there has been no material change in our situation, and we continue to consider our legal options. We cannot comment on the decisions taken by Kaur Kender with regard to his claim, to which we were never a party."
The future of what we at PC Gamer continue to regard as one of the best videogames ever made continues to be murky. Kompus has paid back ZA/UM a sum of €4.8 million, maintaining that this exchange was perfectly legal and above-board. Kender, in his statement, continues to refer to the €4.8 million as "illegally taken" from the company, but has dropped the lawsuit, seemingly satisfied with its return.
Kurvitz and Rostov, meanwhile, argue that whatever the movement of that money and its final destination, it was, at one point, used to illegally seize the development house born of their artistic collective. There is also the remaining figure of Tõnis Haavel, another investor in ZA/UM who Kurvitz and Rostov allege aided Kompus in acquiring his majority stake, but does not seem to be as active a participant in this stage of the proceedings. We'll continue to follow and report on the legal battle over ownership of Disco Elysium as it develops.
Kaur Kender's statement on the timeline of his lawsuit
- Kaur Kender's lawsuit against the owner of ZA/UM was successful
- Kaur Kender's (his company, Chromed Investing OÜ) lawsuit against the owner of Zaum Studio OÜ proved to be successful.
- On October 25, 2022, Kaur Kender's company filed a lawsuit against OÜ Tütreke (Ilmar Kompus company), in which was demanded the seizure of Zaum Studio OÜ's share belonging to OÜ Tütreke.
- On October 29, 2022, the Estonian court secured the action and shares belonging to OÜ Tütreke were seized. [Editor's note: covered here by Eesti Ekspress behind a paywall]
- On October 31, 2022, the order securing the action was forwarded to Nasdaq and the Estonian Business Register.
- On November 1, 2022, Kaur Kender sent a letter in English to contacts, including Ilmar Kompus and Tõnis Haavel, stating that the minority shareholders demand the convening of a general meeting.
- On November 4, 2022, Ilmar Kompus' company OÜ Tütreke paid a total of 4 million euros to Zaum Studios OÜ in two payments.
- On November 11, 2022, Ilmar Kompus' company OÜ Tütreke paid 800,000 euros to ZA/UM Studios OÜ.
- Ilmar Kompus referred in the corresponding payment orders: "Return of the amounts received on the basis of the contract on 12.2021-01.2022 due to the nullity of the contract".
- To the extent that Ilmar Kompus returned the illegally taken 4,800,000 euros, Kaur Kender achieved the goal of the lawsuit filed, and the court proceedings in this case will be terminated.
