Why would the former Amiga company's debts be included in the sale of the AmigaOS IP? They just sold the IP, not the entire company nor it's book keepings. It's perfectly normal business practice. And don't forget, the company was not insolvent in the legal sense (IANAL and all that but AFAIK you would need it to be established as such by a court of law and no, I doubt an oral testimony would suffice), it was just insolvent in the sense that they couldn't afford paying their bills anymore. One way of getting out of insolvency is to, yes, that's right; sell off IP. Again, perfectly normal business practice.
You know that in most civilized countries it can be crime to not file for bancruptsy(or something similar) right after you found out your company can't pay it's bills ?
Selling assets while in such conditions certainly is (and even more so if you practily "sell" to yourself).
While I have no problem believing that US-laws are f###up, I just can't see how any economy could even work with laws f###up so badly.
_________________ - We don't need good ideas, we haven't run out on bad ones yet - blame Canada
Joined: 11-Sep-2003 Posts: 3043
From: here To: there
@samface
Quote:
Why would the former Amiga company's debts be included in the sale of the AmigaOS IP? They just sold the IP, not the entire company nor it's book keepings. It's perfectly normal business practice. And don't forget, the company was not insolvent in the legal sense (IANAL and all that but AFAIK you would need it to be established as such by a court of law and no, I doubt an oral testimony would suffice),
"Insolvency is commonly confused with bankruptcy, and the two concepts are not dissimilar. Both insolvency and bankruptcy deal with liabilities exceeding assets, but insolvency is a state of being and bankruptcy is a matter of law"
Insolvency is not something a court labels you, it's a condition you're in. When your assets are smaller than debts, you are insolvent, without a court saying anything. American Law may be a pain in the rear, but we're not yet at the point where we require court intervention to establish the trivial fact that one number is or isn't bigger than another one.
Quote:
it was just insolvent in the sense that they couldn't afford paying their bills anymore. One way of getting out of insolvency is to, yes, that's right; sell off IP. Again, perfectly normal business practice.
More than normal, it's the law for officers of an insolvent corporation.
Joined: 10-Mar-2003 Posts: 3120
From: Figueira da Foz - Portugal
@samface
Quote:
Why would the former Amiga company's debts be included in the sale of the AmigaOS IP? They just sold the IP, not the entire company nor it's book keepings. It's perfectly normal business practice. And don't forget, the company was not insolvent in the legal sense (IANAL and all that but AFAIK you would need it to be established as such by a court of law and no, I doubt an oral testimony would suffice), it was just insolvent in the sense that they couldn't afford paying their bills anymore. One way of getting out of insolvency is to, yes, that's right; sell off IP. Again, perfectly normal business practice.
If you have debts you cannot sell unless it's for paying the debts*... it's perfectly law enforcement. IP wasn't sold, debts weren't paid. Hope it's all clear now.
* Why do you think it's like that? Better, why would you think it would be any other way?
Why would the former Amiga company's debts be included in the sale of the AmigaOS IP? They just sold the IP, not the entire company nor it's book keepings. It's perfectly normal business practice
If that were true every company ever in trouble would just open a new company selling its assets to itself and ignoring its debts. Thats not normal business practice. And if you do it you have to make sure, damn sure, you sold it from one entity to the other at proper market value, no sweetheart deals. And since Amiga Washington appears to have not paid any open judgements against it, and Bill admits at this point that entity is broke, it seems very likely that it transfered for less than due compensation. This will be hard to get around for them.
Quote:
Yeah, right... You're just waiting to see proof of things that was never questioned before. And that you raise these questions exactly at the same time as Hyperion are trying to pull this as a part of the defense in court is just coincidence, right? You've got a lot of nerve to insult all of us who has made the assumption that Amiga Inc. owns the AmigaOS IP. Even if Hyperion would turn out to be right in their claims, they are still quite bold claims that not even Hyperion themselves have believed to be true and, if you ask me, still don't. These claims are Hyperion's lawyers speaking, not Hyperion themselves, remember?
All written statements by the lawyers have to be approved by their clients. Amiga Delaware is claiming to this day that Amiga Washington was not insolvent at the time. It was agreed to in the contact as a clause by Amiga Washington. What I care about is the truth. If the truth is Amiga Washington was insolvent back then, then Hyperion is owed its rights in the contract, end of story. Your willingness to ignore the truth, should it go against Amiga says it all.
Joined: 18-Aug-2003 Posts: 1283
From: Under The Moon - Howling in the Blue Grass
@samface
Think about possible consequences . . .
Hyperion surrender source code and transfer usage rights for 3rd party software in accordance with the buy-in. AI now shares the contracts with Hyperion for the 3rd party use of code. AI makes deal and pays the 3rd party coders in full and now owns the 3rd party developed software. Hyperion now has an incomplete OS. Nothing to sell, but a lot of debt. Even if AI plays nice, and just releases their own OS (OS 4 with additional code), the competition for such a small market would kill them. Even if they keep the OS they may never make the investment back.
After the latest statement by Hyperions lawyer mentioning the 2 million, maybe they want to be paid in full before they transfer the code. 2 OS's are one to many . . . just speculation . . .
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