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Spectre660 wrote: Ok. I see what you are saying. But my point is that Amiga Inc's version of that does not make sense as a seperate agreement. only when viewed in the context of the first Agreement.

I'm not sure I understand what you are trying to say here, so if I get off basis here, just point me back onto the primrose path and stop letting me run towards the cliff.

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Why would Hyperion sign a contract that makes them turn over source code for no money when they had signed the original Agreement that will have Amiga Inc pay a minimum of 25k ?. If you see it as: ok AMiga Inc pays the 25k as in the first Agreement then the Arctic Agreement , by implication says based on the first Agreement then hand over the Source code.

Ok, I think you are talking about the Arctic PDA agreement (unsigned in the McEwen document) here, if you are, AI in that agreement was trying to get the Friedens to sign a contract with them directly. That's Garry influence on the situation for sure. Hyperion is part of the contract, BUT the Friedens are too, it was presented to show that its the first time that AI knew the Friedens didnt work for Hyperion, and to get Hyperion to bring out the signed document (I suggested this over a month ago) which it did.

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However Amiga Inc's breaches of section 4 of the first agreement puts the cost of the "Buy-in" well above 25k, and that is real cause of the dispute.

If the cost due to the breach is well over 25K (as you say) then the bill of sale from April 24, 2003 should (but does not) compensate for that. There is no document we have seen where AI and Hyperion agreed AI would pay more money due to the section 4 violations. There is a document from April 24, 2003 that says, you can have it for 25K.

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There is no way Amiga Inc can win due to this open ended unpaid cost. The meter is still ticking on the costs here. Thus the "Buy-In" could never be completed before clause 2.08 has kicked in.

Nothing in the contract says they have to pay Hyperions costs, that would be silly, if they were going to do that, they should have just nogotiated directly with the contractors themselves.

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so as you would say "It does not matter"

It won't matter, once Ben signed the April 24, 2003 agreement, unless there are costs agreed to by the two parties (or all 3 parties), Hyperion has basically waved recovering those costs from AI. You cant sell someone a car at a set price, take there cash and sign a contract, then come up with $1000's more they owe you for things you didnt put in the contract, thats not going to work in our (or most) legal systems.
-Tig

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We played the first thing that came to our heads, it just happened to be the best song in the world.