@Seer

Quote:

Seer wrote: @Dandy As long as this is not expressively defined in the "partnership contract"[ Have we seen that contract ? I only have seen a contract that mentions the AmigaOne partners and defines it as being Hyperion and Eyetech, AFAIK it doesn't mention what the rights are between Hyperion and Eyetech, only what the AmigaOne partners are set to do, and setting who of those is to do what. I'll admit I haven't read all documents, but so far I don't think anything can be considered the "partnership contract" between Hyperion and Eyetech.

I agree entirely - and that's precisely why I think it's at least rather optimistic to say that just one signature of the AmigaOne Partners is required.

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Dandy
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@COBRA

Quote:

COBRA wrote: @Seer Quote: IMHO, no. I read it differently. As you say, the "partners" are defined, and as such one entity. Hyperion + Eyetech = The "AmigaOne partners", meaning if one signs the other agrees. If not, that's a problem in the communication between Hyperion and Eyetech. Actually, the "parties" are defined all seperately, all 3 of them, on the very first page of the contract, as 3 seperate companies, therefore it is perfectly clear from the contract that Amiga Inc is dealing with 2 seperate companies. The term "AmigaOne Partners" is just a term used to refer to Hyperion and Eyetech collectively, for the purposes of the contract, to be used in parts of the contract where something applies to both companies. This does not make the two companies a single legal entity, allowing one to act on behalf of the other.

Exactly!

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@Dandy

Quote:

Dandy wrote: No - wrong! I claim the transfers cannot have been valid, as Eyetechs signature was missing each time. No "affirmative defense " involved this time - you claim the transfers are valid - so show me Eytechs signature, if you want me to take your point!

Dandy your first point in wrong in all cases. You apparently believe that Eyetech should have signed the contracts we've seen. Noone but you apparently believes that. What the 2001 contract says is that before AI(D)-Itec did there deal, Itec and Hyperion did there deal, AI-KMOS did there deal, or Hyperion and Acube did there deal all 3 original parties of the original contract were supposed to sign an agreement that said we agree to allow this. We've not seen any of those if any of them exist. But thats the problem with Hyperions defense, how can they be tricked by Itec in this scenario? Did they think they had signed such a document? This is where laches is going to come in and bury them, and why they need to show that Eyetech objected to this deal to have any chance and I personally dont think it would work then.
-Tig

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@Dandy

Quote:

Dandy wrote: I hope the judges at the US courts are not that blind or dumb that they do not think of the possibility of it being just the other way round - that they use their "friendship" to artificially balloon the value of their assets (with fraudulent intentions).

So now you have accussed two publically traded companies (who bought KMOS stock) as being part of an attempt to defraud US Federal courts and the SEC by buying AI (KMOS) stock at an inflated price? Do you really believe that?

Quote:

As we know from the Bolton Peck case, they do not give a damn about debts or official court decisions - so what makes you think they would care when it comes to taxes?

What we know is that McEwen doesnt care about stuff like that, with them filing SEC docs, etc for KMOS, I would disagree thats how the new company is being run.
-Tig

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@COBRA

Quote:

COBRA wrote: It is not a contract on its own, it is the activation of the buy-in clause of the 2001 contract, it refers that other contract specifically. To see what a sale agreement looks like, have a look at this new fax document we're talking about, THAT is a sale ageement, in which the party selling the 'goods' warrants that it is the owner of the items it is selling, has the right to sell, etc.

Totally disagree, with your version of the story, can you explain why two CEOs are signing a document (ie contract) to carry out the buy-in clause of a contract they or there proxies have already signed? An email and a check would have been fine in your version of the story, why exactly did Ben need to sign this if its an activation of a buy-in clause? He wouldnt, he had to sign it, because its a new contract.

Quote:

You seem to think that first secured creditor status and loan facility agreements are like a joker/wildcard which allows them to do things above the law. [/quot] Thats an incredibly funny statement, since you think the 2001 contract allows Hyperion to ignore US law and get license for free. (ie the Bankruptcy/Insolvency clause). I know the contract the end all and be all of the law, AI could be in trouble for some of the things they did, (though I doubt it, Hyperion was there nodding there head and holding AI's hand), but first secured creditor status trumping the clause in this contract is simple case law. [quote] Actually that is the beauty of this latest document, it does not require Eyetech to be brought into the case at all, and it clearly shows that after the 2003 buy-in contract AI(W) still considers themselves to be the owner of these rights which they're selling in 2004.

Have you actually read the first page? All about KMOS buying from Itec? Thats the big clue there.
-Tig

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@Dandy


Quote:

Tigger wrote: @fairlanefastback Quote: fairlanefastback wrote: So you think Amiga is worth more than $10 million USD even today? In 2005, the Commodore name, no OS, no code, etc, sold for 22 million Euros. So yes I think buying Amiga, all its asset, copyrights, and the OS for $10M in stock was probably a sweetheart deal. ...

Quote:

Yes, but: 1) Commodore never e.g. frauded their customers with coupon actions 2) Commodore had real products to sell in numbers So in my eyes that alone makes a huge difference...

You arent reading well.

I might agree with #1, but honestly most people dont know AI did that, and half the people that they did it too think it was OK.

as for #2 which part of they bought the Commodore Name (nothing else) for $22M Euros did you not understand. Thats the point

Commodore (Trademark name only) - $22M Euros in 2005

Amiga Inc, (Trademarks, Copyrights, OS, patents) - Must be worth less then 200K on April 23, 2003 or the entire insolvency issue is moot, even if it were legal in the US.
-Tig

Last edited by Tigger on 31-Aug-2007 at 03:33 PM.

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@Tigger

Quote:

You apparently believe that Eyetech should have signed the contracts we've seen. Noone but you apparently believes that.

Umm... I've said many times I believe the 2003 contract will be ruled invalid because Eyetech didn't sign it. Hyperion can't sell something that doesn't belong just to them.
i.e. They can't sell someone else property. i.e. They can't sell someone elses car.
How many times have we gone over this??

Last edited by AmigaHeretic on 31-Aug-2007 at 04:42 PM.

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@Tigger

Itec sells naming right of Amiga Inc to KMOS, then Amiga Inc (Washington) has no right to call them self Amiga Inc (Washington), Amiga Inc (KMOS) should take Amiga Inc (Washington) to court for misusing the name under the on going trial

I think it funny how Amiga Inc (Washington) can exist; whit out a name

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@Tigger

Quote:

can you explain why two CEOs are signing a document (ie contract) to carry out the buy-in clause of a contract they or there proxies have already signed?

It's as simple as AI(W)/ITEC approaching Hyperion, that they want to do the buy-in under the company name ITEC who is to be the successor company taking over the rights from AI(W), thus a signature is obviously required for Hyperion so that they acknowledge that ITEC is the successor and that they do the buy-in with ITEC. However, as I explained before, Hyperion's signature alone is not enough to make a legally valid transfer.

Quote:

Have you actually read the first page? All about KMOS buying from Itec? Thats the big clue there.

Tig, you can't buy the same thing from two different companies. Either AI(W) owns it, or ITEC owns it, thus KMOS could either buy it from AI(W) or ITEC, not both.

@AmigaHeretic

Quote:

AmigaHeretic wrote: Umm... I've said many times I believe the 2003 contract will be ruled invalid because Eyetech didn't sign it. Hyperion can't sell something that doesn't belong just to them. i.e. They can't sell someone else property. i.e. They can't sell someone elses car. How many times have we gone over this??

Ok, there are two of you. Nothing in the 2001 contract, says all 3 parties have to sign every contract any of the other companies are involved. It says they need to give written approval. In US Law, that is a TOTALLY DIFFERENT DOCUMENT, not the contract in question. As for the car thing, we had the discussion before. My wife and I own a car, my wife sells the car to someone, the guy who bought the car is not in trouble with the law for buying the car, and the transfer is perfectly binding unless I, the party who didnt sign the contract comes forward to complain about it. My wife cant come forward and and say my husband did approve it, so the sale is no good. I can come forward and do that, and if I do it the day I find out about it, etc, then I very well might get the car back, but if I do it in 4 years after that guy has sold it to another guy and they've built a company about using my car, the judge is not likely to get me my car back, that the whole laches thing we have talked about, and you guys keep ignoring. Unless Eyetech shows up and complains, Hyperion has no case here in the we didnt approve the transfer game, and even if they do, 4 years down the line and all of Alans praising of the KMOS acquistion, is going to come into play and end Hyperions game. Basically laches works like a statute of limitation, and the judge is going to say 4 years down the line after all the business you have done with KMOS, complaining that your partner didnt approve the transfer without your partner showing up and telling us that isn't going to fly.
-Tig

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@NutsAboutAmiga

Quote:

NutsAboutAmiga wrote: @Tigger Itec sells naming right of Amiga Inc to KMOS, then Amiga Inc (Washington) has no right to call them self Amiga Inc (Washington), Amiga Inc (KMOS) should take Amiga Inc (Washington) to court for misusing the name under the on going trial I think it funny how Amiga Inc (Washington) can exist; whit out a name

Itec didnt sell the naming right of AI to KMOS, as for the rest, you realize thats the same thing that happened in 1999 when Amino bought Amiga from Gateway, right?
-Tig

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@COBRA

Quote:

COBRA wrote: However, as I explained before, Hyperion's signature alone is not enough to make a legally valid transfer.

I disagree, but you are still making my point for me. Eyetech has to come forward to complain about the deal, Hyperion has no right to sue for Eyetechs rights which may or may not have been compromised. But that is what they are trying to do.

Quote:

Tig, you can't buy the same thing from two different companies. Either AI(W) owns it, or ITEC owns it, thus KMOS could either buy it from AI(W) or ITEC, not both.

KMOS bought everything from Itec, then went and bought the rest from AI(w), thats what this document says. The verbage is as it is, because as was reported back in 2004 or 2005 on Ann (by I believe the same gentlemen who leaked these documents), Kouri though Itec has everything when they did the 2003 sale, instead Bill had kept the Trademarks, copyrights, etc, ie most of the value of the company. So this document, basically removes everything from AI, there can be no arguement about whether AI owns anything of the Amiga, AI(w) assets consist solely of KMOS stock at the end of this.
-Tig

Last edited by Tigger on 31-Aug-2007 at 05:08 PM.

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@Tigger

Quote:

I disagree, but you are still making my point for me. Eyetech has to come forward to complain about the deal

If that was the case under US law, then the judge would have already dismissed Hyperion's argument that a signature of both Eyetech and Amiga Washington is required for a legally valid transfer of the OS. Instead the judge listed this as one of the reasons why preliminary injunction is rejected. Your analogies are interesting reads, however most of the time they are of a completely different situation, for instance the relationship of a married couple completely different from the relationship of two companies like Eyetech and Hyperion, legally, and in every aspect, therefore it can hardly be related to this situation.

Quote:

KMOS bought everything from Itec, then went and bought the rest from AI(w), thats what this document says.

Wrong. It sells "all rights and revenue accruing to the intellectual property of Amiga Inc, including but not limited to all software, applications and services for the Amiga Operating System versions 1.0 through and including version 4.0 ...". In the October 2003 sale agreement between ITEC and KMOS, ITEC claims to be the owner of OS4 and its intellectual property. They base that claim on the April 2003 contract signed with Hyperion. So this 2004 contract between AI(W) and KMOS proves that AI(W) did not consider ITEC to be the owner of OS4 IP, which means they considered that such a transfer to ITEC never happened, thus the April 2003 contract cannot be valid.

Quote:

The verbage is as it is, because as was reported back in 2004 or 2005 on Ann (by I believe the same gentlemen who leaked these documents), Kouri though ...

Look, if you sign a document, then you can't come back later and say oh sorry, I thought something was the case when it is not, I changed my mind. They signed it, it's too late to make corrections now.

@COBRA

Quote:

Actually, the "parties" are defined all seperately, all 3 of them,

But if there are three parties, and one of them wants to do something, then who is "the other party"?

@Tigger

Quote:

Kouri I've met once, but he isnt going to get himself in trouble with the SEC.

So basically you don't know the guy. That said I think its misguided for us to declare either way.

I still find this portion of his wikipedia entry interesting as an aside:

"Today, he is remembered for his participation to controversial "Kouri-deals" in late 1980s. In "Kouri-deals", a group of investors including Dr. Kouri collaborated to buy a majority of two largest banks of Finland, mostly with borrowed money, causing a political outcry."


Quote:

The ones pointed to in this thread.

Ah over at Amiga.org eh? Cool, thanks I'll check it out. :)

Last edited by fairlanefastback on 31-Aug-2007 at 09:09 PM.
Last edited by fairlanefastback on 31-Aug-2007 at 08:55 PM.

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@Tigger

Quote:

$2.50 per share is the last public price we have seen for the stock, a court would either take that, or an average of the two or three latest prices as fair market value to come up with the number. Unless the stock is worth less then a nickel a share, AI wasnt insolvent.

Please link supporting information, otherwise we are back to your armchair lawyering unfortunately. You may be right but I think we need more than your word to be resonably sure.

Quote:

Different brand, much less to go with it sold for almost 100x more then what AI has to be worth to not be insolvent.

Amiga didn't have possession of the OS back then either, nor would I think many assets. The name had bad connetations then as well. And if someone had 22 million Euros knocking at the door they'd be foolish not to sell. Well no sale has happened because it would seem no one if offering such.

Last edited by fairlanefastback on 31-Aug-2007 at 09:10 PM.

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@Dandy

BTW Commodore at the moment is worth only in the 16 cents to 25 cents range USD.

http://www.pinksheets.com/pink/quote/quote.jsp?symbol=CDRL

And they seem to have a lot more going for them. LOL!

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@umisef

Quote:

But if there are three parties, and one of them wants to do something, then who is "the other party"?

The other two companies.

@COBRA

Quote:

Quote: But if there are three parties, and one of them wants to do something, then who is "the other party"? The other two companies.

So you are saying that the two companies are one party.....?

@fairlanefastback

Quote:

BTW Commodore at the moment is worth only in the 16 cents to 25 cents range USD.

And with 66.4 million outstanding shares, that gives it a market cap of $10m to $16m.

Quote:

LOL!

Do you really want to argue the fact that someone paid more than $20m for the Commodore brand in 2004? Or do you think that somehow the current market cap is more relevant to an estimate of what the Amiga brand would have been worth in 2003 than the actual realised price of an actual, real sale in 2004?