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On MA Decision on Linux, Promissory Estoppel, and Canopy Group |
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Sunday, September 28 2003 @ 06:47 PM EDT
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While I am working on my magnum opus, explaining the IBM counterclaims, here are some stories and pieces of information I think you'd like to know about:
1. Massachusetts has decided to switch to open source software (more precisely open standards, including Linux), the first US state to do so. This is a very important moment in history, so I wanted Groklaw to include it.
InformationWeek has the AP story by Justin Pope, AP Business Writer:
Massachusetts, the lone holdout state still suing Microsoft Corp. for antitrust violations, will become the first state to adopt a broad-based strategy of moving its computer systems toward open standards, including Linux, the rival operating system to Microsoft's Windows. State Administration and Finance Secretary Eric Kriss said Thursday that the decision, adopted at a meeting of state information officers, was made on "technical grounds" and had nothing to do with Attorney General Thomas Reilly's pursuit of Microsoft. In the technology industry, the term "open standards" refers to nonproprietary software. Microsoft's software is considered "closed" because application developers and other programmers don't have free access to the blueprints. Kriss said the state's decision was driven by a desire to reduce licensing fees but also "by a philosophy that what the state has is a public good and should be open to all," Kriss told The Associated Press. He characterized the decision as the "most visible concrete action by a state government" to move toward open standards.
There is a little confusion in the story between open standards and open source, but nothing a couple of nicely worded letters can't helpfully clear up.
2. This article points out that Linux is used in an important way not even I knew about: Linux, a variant of Unix which can be copied and modified freely, emerged a decade ago and is being used to run the Internet, handle financial transactions and even manage the U.S. nuclear arsenal.
3. Speaking of promissory estoppel, I found a Caldera description of its business that demonstrates how deep into GPL and Linux their business was. If you aren't sure what that expression "promissory estoppel" means in IBM's new court papers, check out Lamlaw's explanation, which is the best I could find. Here's a snip: . . .the concept needs all three components to be in place. 1) the promise or obligation 2) the reliance by others upon that promise or obligation and 3) the unfairness that would result if SCO can just wiggle out and claim what they said or did in the past does not matter. You need all three. And, it is even more difficult to understand than that in practice. You also need to convince a judge that the concept should and must apply to avoid an unfair result. . . . The question before the court will be whether it would be unfair for IBM to have contributed its code under the GPL, permit SCO to re-distribute that code, permit SCO to add additional services and support based upon that code, all under the same GPL agreement and then permit SCO to simply disavow any and all obligations back to IBM in regard to the work contributed by IBM. In order words, would it be unfair to IBM not to honor the GPL? The answer of course is 'certainly'.
You can't get the concept just from a snip, but in essence, it's a concept in equity, which is when there is no specific law on the books to use, or using it would result in an unfair result, and it'd just be too hang-it-all unfair for the court not to step in and make things right. Those of you who imagine it's impossible to ever get justice in US courts will enjoy knowing that there actually is built in to the system this concept of equity. If you ever, as a kid, said to a parent, "But you *promised*!" you have the idea. In all fairness, once someone makes a promise and the other party relied upon it, the first party shouldn't be allowed to take back the promise if it would hurt the party that relied on the promise. That's promissory estoppel in a nutshell. Once you get the concept, next check out the wording in this Caldera July 2001 Form S-3 in the risks section: OUR BUSINESS MODEL, WHICH RELIES ON A COMBINATION OF OPEN SOURCE
SOFTWARE AND PROPRIETARY TECHNOLOGY, IS UNPROVEN. Our business model incorporates as integral elements of our product
offerings both commercial products and open source software.
. . .
Our business model also depends upon incorporating contributions from
the open source community into our products. The viability of our product
offerings depends in large measure upon the efforts of the open source community
in enhancing products and making them compatible for use across multiple
software and hardware platforms. There are no guarantees that these products
will be embraced by the open source community such that programmers will
contribute sufficient resources for their development. If the open source
community does not embrace products that we view as integral to providing
eBusiness solutions, we will be required to devote significant resources to
develop these products on our own. . . . WE RELY ON INDEPENDENT DEVELOPERS IN THE OPEN SOURCE COMMUNITY, SUCH AS
LINUS TORVALDS, IN ORDER TO RELEASE UPGRADES OF OUR LINUX-BASED PRODUCTS. Many of the components of our software products, including the Linux
kernel, the core of the Linux operating system, are developed by independent
developers in the open source community and are available for inclusion in our
products without cost. Linus Torvalds, the original developer of the Linux
kernel, and a small group of independent engineers have in the past developed
and upgraded the Linux kernel. Neither Mr. Torvalds nor any significant
contributor to the Linux kernel is an employee of ours, and none of these
individuals are required to further update the Linux kernel. If these
independent developers and others in the open source community do not further
develop the Linux kernel and other open source software included in our products
on a timely basis, or at all, our ability to enhance our product offerings will
suffer. As a consequence, we will be forced to rely to a greater extent on our
own development efforts or license commercial software products as replacements,
which would increase our expenses and delay enhancements to our products.
So they relied upon Linux and its developers (and one of those developers was IBM), made money from Linux, which they paid nothing for, and publicly stated that Linux was an integral, necessary part of their business. In their October 31, 2000 10K, Caldera used even more clear and glowing language to describe their Linux-based business, and stated that they fully embraced the open source model: Historically, business users have lacked a Linux solution that suits their needs. For Linux to fully support eBusiness, a solution must consist not only of advanced technology but also should be enhanced and tailored for business. This solution must promote the benefits of Linux for eBusiness and provide the proper education and training to facilitate adoption. Proper distribution channels are required to facilitate access to the business user. The Linux for eBusiness solution must be able to accommodate business applications and be able to interoperate properly with the diverse environment of internal corporate information systems and the internet. It must have the flexibility to be maintained centrally or managed remotely. Finally, a solution
must adhere and conform to commercial standards to incorporate the latest
technological advancement and ensure wide acceptance.THE CALDERA SYSTEMS SOLUTION We develop and market software based on the Linux operating system and
provide related services that enable the development, deployment and management
of Linux specialized servers and internet access devices that simplify
computing. We believe that our Linux solution is a comprehensive solution for
eBusiness. Key benefits of our solution include: Focused business framework. We believe we were the first to tailor
Linux open source code from various sources into sound, discrete products that
are usable, deployable and manageable for eBusiness. Our development team
consists of experienced Linux engineers and business professionals. We develop
our products by first carefully choosing the Linux features that are the most
relevant and useful for eBusiness. Then we assemble the code so that it is
logically arranged and works together as seamless applications in which source
and binary code match for logic and order. Our products are then tested for
quality and performance. This enhances reliability and reduces the need for
technical support when used under strenuous business conditions. This process,
known as self-hosting, is unique in the Linux community and accounts for the
high levels of stability and performance of our products. Our products are also
designed to be interoperable with multiple platforms to enable businesses to
make efficient use of existing information technology investments. . . . Business customers often rely on solution
providers to recommend which technology to purchase. We provide solution
providers with products, third-party applications, education, training and tools
to effectively facilitate or offer a Linux solution for eBusiness. Solution
providers benefit from the lower maintenance and support costs necessary to
maintain our Linux solution. We offer our services to solution providers on a
worldwide basis. Comprehensive product offerings. We believe that our OpenLinux
technology is the most advanced for eBusiness. OpenLinux is the technology
foundation on which we are able to build multiple products that perform
different tasks. Each product has specific components that can be modified. For
example, our desktop product can be modified to perform client specific
functions such as running business automation applications or accessing the
internet as an email client on hand-held appliances. Our server product contains
modular components that can be configured to run specialized servers such as an
email server or a web site server. We continually enhance the OpenLinux
technology through our development centers in Germany and the United States. As
a result, we are able to incorporate the latest Linux enhancements or
modifications into our products. Our business experience enables us to build
relevant business enhancements to Linux through add-on segments of code that
connect to the core source code. These enhancements include web administration
applications, the Caldera Systems open administration system, and an easy-to-use
Linux installation wizard. We also offer our products in multiple language
versions. "Complementary value-added services. In order for businesses to
implement our product offerings, we provide a wide range of valuable services.
We believe that our service offerings provide significant benefits for
eBusiness. These service offerings include: - Technical Support -- Our technical support provides assistance during installation and operation of OpenLinux; - Consulting and Custom Development -- Our consultants have extensive
technological and business knowledge, which allows us to assist our
electronic solution provider customers in implementing Linux solutions; - Hardware Optimization and Certification -- Our consultants can optimize
OpenLinux for a specific hardware platform and provide a rigorous testing
and certification process; and " - Documentation -- We provide consistent and up-to-date documentation on
Linux that is not readily available in the open source development
community. Comprehensive, distribution-neutral education and training. Many
companies are delivering different versions of Linux called distributions. We
provide a comprehensive distribution-neutral training program for Linux. Our
courses focus on educating and training the business community on Linux's
benefits for business use. We offer a comprehensive set of courses designed to
prepare students to develop, deploy and manage Linux in a business environment,
including system, network and internet administration and programming. A student
who has successfully completed our courses will be proficient with the leading
distributions of Linux. We offer high-quality instructor-led training through our own training
center at our headquarters and also offer our educational programs indirectly
through our Caldera Open Learning Providers around the world. "Business community catalyst and open source advocate. We believe we
were the first Linux provider to introduce an open source operating system
designed for the business environment. By demonstrating to key information
technology companies such as Corel and Netscape that open source systems can
work well with proprietary systems, we believe that we have sparked the interest
of more conservative technology adopters and accelerated acceptance of Linux for
business use. We help port, or convert, business applications to the Linux
platform and offer ways to incorporate those products into existing systems. We
are a major driver of Linux standards based initiatives such as Linux
Professional Institute, or LPI, an independent organization dedicated to the
establishment of professional certification standards for Linux professionals,
and Linux Standards Base, or LSB, an initiative that is designed to standardize
application development for the Linux platform. An application that meets all
the criteria for LSB should work on all compliant distributions of Linux. If LSB
is widely adopted, we believe it will significantly reduce the fragmentation of
Linux. We fully embrace the open source model and continuously contribute
tools and technology to the open source community. We give away CD ROMs
containing our Linux operating system at trade shows and allow it to be freely
downloaded from the internet to encourage interest. We foster multiple
development projects over the internet and help each project progress smoothly. [emphasis added]So, they said they were a Linux company, not just a Linux company, but more than that, the first and the best in the ebusiness space, that Linux was an integral part of their business. Furthermore, they joined Linux groups and taught Linux and gave away CDs of it and promoted it in every way possible. IBM took them at their GPL word, and made certain business decisions itself, based on Caldera's public position, and now Caldera (SCO) is trying to shift into reverse. That would leave IBM financially damaged, IBM is arguing, so even if SCO could prove every single legal issue, ha ha, it'd be too unfair to let them do it and get away with it. Equitable relief is great, because you are letting the judge do the right thing, no matter what the strict letter of the law might say, or even if there is no law on the books for him to use. It's really up to him to figure out a solution he thinks is fair. Now try to imagine what SCO's equitable rejoinder could be: can't think of anything? Me neither. 4. IPO Litigation: The same Form S-3 referenced above also explains the litigation surrounding their IPO, which I thought you might enjoy knowing about: LITIGATION Since July 11, 2001, three complaints have been filed in the United States District Court for the Southern District of New York alleging that our
predecessor, Caldera Systems, Inc., various of our officers and directors and
various of the underwriters involved in our initial public offering violated
federal securities laws. The complaints allege, among other factual bases for
the claims asserted, that a registration statement dated January 10, 2000 and a
prospectus dated March 21, 2000 for the public offering of 5.0 million shares of
Caldera Systems' common stock contained material misrepresentations or omissions or both. The complaints further allege that the misrepresentations and omissions consisted of, among other things, the failure by Caldera Systems to disclose in the registration statement and the prospectus that the defendant underwriters
received compensation for the distribution of securities in the offering from
parties other than Caldera Systems. The plaintiffs seek certification of the
actions as class actions, an unspecified amount of damages suffered by the
plaintiffs and the other members of the class, if any, rescission to the members
of the class, if any, who do not continue to hold Caldera Systems common stock
and attorneys' fees and costs. We have not been served with notice of the
complaints. We intend to investigate the claims in the complaints and take
action as we deem appropriate. 5. And then the document goes into some intriguing detail about indemnification of directors and executives , explaining that the SEC has told them that the DE indemnification clause is not enforceable in the SEC's opinion with regard to securities infractions, being against public policy; however, SCO plans to bring that issue to court to challenge the SEC's opinion should the need ever arise: ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's amended and restated certificate of incorporation to
be in effect upon the closing of this offering (the "Certificate") provides
that, except to the extent prohibited by the Delaware General Corporation Law,
as amended (the "DGCL"), the registrant's directors shall not be personally
liable to the registrant or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the registrant. Under the DGCL, the directors
have a fiduciary duty to the registrant that is not eliminated by this provision
of the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the Federal securities laws or state or Federal
environmental laws. The registrant intends to obtain liability insurance for its
officers and directors prior to the closing of this offering. Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the registrant
shall fully indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a director or officer of the registrant, or is or was
serving at the request of the registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. Other than the litigation identified under "MATERIAL
CHANGES -- LITIGATION" above, at present, there is no pending litigation or
proceeding involving any director, officer, employee or agent as to which
indemnification will be required or permitted under the Certificate. The
registrant is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification. . . . Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. 6. Finally, I think it's time to start doing some research on Canopy and the Noorda Family Trust. Anything you find of interest, please send my way. I've found some interesting tidbits myself, and I'll share as soon as I double check all my facts. Meanwhile, take a look at
this interview with Ralph Yarro, head of the Canopy Group, in the Salt Lake Tribune, which portrays him as gungho and proud of his company's backing of SCO's lawsuit. It's the first I've seen where the link between Canopy and this litigation is so boldly acknowledged. On the face of it, it would seem to be the last thing Canopy would want to admit, for any number of legal reasons. But here it is, plain as day. After mentioning Canopy's previous and successful lawsuits, it talks about SCO:
Now, through SCO Group's controversial claims on the freely distributed Linux operating system, Canopy finds itself in a three-way federal court battle. Claiming SCO's proprietary Unix code has shown up in Linux, Canopy's offspring seeks up to $50 billion from computer titan IBM -- even as it fights off a pre-emptive suit from leading Linux distributor Red Hat Inc.
Ralph J. Yarro, Canopy's president and chief executive, cannot help but relish his company's feisty, litigious reputation, even as he argues it is undeserved. Multimillion-dollar settlements from big-name companies make headlines, he says, but the dozens of tech companies and thousands of Utah jobs Canopy has helped create are its true legacy.
"I would prefer to be a peacemaker than to fight," Yarro says. "But I don't have the luxury to pick who steals from us, who attacks us. All I can do is decide whether or not we will defend ourselves."
Once that decision is made, the commitment is total. "We don't care how big you are. If you mess with us, we're going to take you on, even to our utter destruction, whatever occurs. We fear nobody, and we are respecters of no persons."
From his lips to God's ears, as they say -- to their utter destruction, then.
I was so surprised to see this interview at this point in time that it made me start to think. Are their lawyers unable to make these people be quiet? Does Canopy realize the jig is up and they might as well go down swinging? Or what is the card they think they are yet to play that makes them so reckless of obvious danger? I don't know, but I think it's time, threats or no threats, to start looking more closely at the Canopy Group and the Noorda connection. Are you in?
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Authored by: mnichols on Sunday, September 28 2003 @ 08:05 PM EDT |
"we are respecters of no persons", sums it up for me. They feel they
can just steal peoples work, shame on them.
mojo[ Reply to This | # ]
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Authored by: brenda banks on Sunday, September 28 2003 @ 08:05 PM EDT |
way to go PJ
i said in a previous post that yarro really made a big mistake stating his close
ties and control of sco in public
i hope IBM catches the article
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br3n[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 08:57 PM EDT |
,p.
here are details of a secured loan from Canopy to SCO for
$2,000,000
http://contracts.corporate.findlaw.com/agreements/caldera/securit
y.html
/ikh
[ Reply to This | # ]
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Authored by: hombresecreto on Sunday, September 28 2003 @ 08:58 PM EDT |
That is my advice. There are new things afoot, and the information is coming
soon. I am already aboard. ;)[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 09:13 PM EDT |
1. The is a publishing delay so when he said it, he wanted to say it. I don't
know about the delay in this article, but i is possible the comments predate
IBM's amended counterclaim.
2. I do not think Yarro, is stupid. If he appears in the press, he does it for a
reason. I also believe is aware that IBM will read the article.
3. I believe that SCO wants IBM to settle before trial.
- It's in the Renaissance papers.
- Darl has suggested settlement in several interviews.
- Darl said in a Fortune magazine something along the lines that SCO believes it
has a better chance of winning if it can make the battle perceived to be between
SCO and IBM's customers, that IBM lawyers could wait SCO out in court, and so
on. As SCO is not currently involved in any litigation with IBM customers, I
believe that the press campaign is an attempt to apply pressure to IBM via
IBM's customers.
My opinion:
The interview may be a public message for IBM
I believe Yarro saying he intends to press the campaign even if it results in
SCO's (??? does he mean SCO or Canopy) destruction, is part of the same
message.
What I believe might be implied is that SCO/Canopy, will inflict as much damage
on IBM as they can, even if SCO is destroyed in the process... unless IBM
settles.
[ Reply to This | # ]
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Authored by: freeio on Sunday, September 28 2003 @ 09:53 PM EDT |
Mr.Yarro seems sufficiently sure of himself to proclaim his company willing to
fight to the corporate death, and I suppose that is exactly what may happen.
The question is one of which company he is risking in this statement. If it is
SCOX, then we know that the process is well under way. But since Mr. Yarro is
with Canopy, that makes it more interesting to contemplate.
I have worked for corporations with convoluted corporate structures used as a
legal talisman of sorts to ward off outside attack. Sometimes they do indeed
work, in that they allow a management team to move capital around, sometimes to
avoid legal liabilities and sometimes for the purpose of finaicial gain of one
party with respect to another. What we are seeing, I believe, is Yarro behaving
as if in the Canopy castle they will be immune from the fall of SCOX. They can
raid the SCOX piggy bank, acquire a company or two with freshly minted
temporarily high-value SCOX stock, and when SCOX falls be first in line for some
of what is left at bankruptcy because of their status as a secured creditor.
All of the above should make Canopy/NFT the larger target of IBM. One has to
wonder what else Canopy does which might be subject to the scrutiny of IBM's
patent team. Canopy has broken the big rule of the patent cartel, and may find
itself in even deeper trouble.
The term patent cartel was applied years ago to the holders of the applicable
patents for radio technologies. In the 1930s especially, there were so many
patents active regarding radio that there developed a "mutual assured
destruction" defense of sorts. Those who had enough of a portfolio
allowed each other to operate, but outsiders could find no way into the market.
It is said that Art Collins (founder of Collins Radio) was only allowed into
the cartel because Robert Goddard (the rocket pioneer) liked him enough to
provide patent cover for him with his own radio-related patents.
Canopy is in serious risk, and probably is not aware of the scale of the danger.
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TRVTH[ Reply to This | # ]
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Authored by: Alex on Sunday, September 28 2003 @ 09:54 PM EDT |
Utah Due for a Big Quake, Experts Warn
http://www.latimes.com/news/nationworld/nation/la-admn-uquake28sep28201418,1,153
8477.story?coll=la-headlines-nation-manual
Alex[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 10:07 PM EDT |
executives have a duty to serve shareholders' interests
this is especially true for a public company like SCOX
pursuing a claim to the point of the destruction of the company, even if the
claim were well-founded, is clearly not in the average shareholder's interet
(even if it were say in the interest of a particular large shareholders or
executives themselves).
if SCOX does get destroyed as a result of the litigation, i think Yarro may come
to regret his comments[ Reply to This | # ]
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Authored by: ZeusLegion on Sunday, September 28 2003 @ 10:12 PM EDT |
So much of this reminds me of the "Mormon Mafia" employed by Howard
Hughes to run his Secrecy Machine.
Recommended Reading: "Howard Hughes: The Hidden Years" by James
Phelan, 1976 (ISBN 0-394-41042-4).
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Z[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 10:24 PM EDT |
two thoughts:
One thing that puzzles me is why Ray Noorda is going along with this whole
thing. He knows enough about the history of Unix (since he was part of it) to
know that at least some of SCO's claims are nonsense. And he knows that IBM
can be very dangerous. So why is he allowing Canopy and SCO to go down a path
that could destroy Canopy, the company he owns?
My other thought is I wish somebody would do some research on Darl McBride. If
he is as scummy as he seems, then there ought to be a lot of dirt in his past.
[ Reply to This | # ]
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Authored by: D. on Sunday, September 28 2003 @ 10:34 PM EDT |
Posting without permission is copyright infringement. Only post links, please.
D.[ Reply to This | # ]
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Authored by: brenda banks on Sunday, September 28 2003 @ 10:47 PM EDT |
http://newsforge.com/article.pl?sid=03/06/02/2246228
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br3n[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 11:40 PM EDT |
"Once that decision is made, the commitment is total. 'We don't care how
big you are. If you mess with us, we're going to take you on, even to our utter
destruction, whatever occurs. We fear nobody, and we are respecters of no
persons."
Interesting he mentions total distruction. He is head of Canopy, and IBM's
countersuit is against only SCO. So is he in effect admitting that IBM's
discovery could find something that would destroy Canopy? Ifnot that, how else
could IBM distroy Canopy?
Also, it strikes me that his claim that they would fight to the death is not
believable -- what business executive would be that committed to principle? that
says to me he knows he is in a very bad situation and he is just trying anything
he can to get out of it, even saying things that he knows no one would believe.[ Reply to This | # ]
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Authored by: Anonymous on Sunday, September 28 2003 @ 11:51 PM EDT |
Is canopy liquidating it's assets?
prospectus
Chairman: Ralph J. Yarro iii.
Alteris selling 3,000,000
shares, canopy selling
2,000,000.
Remember,
Deutsche bank
Securites. Note the second firm on the
front page.
Also not the issue
date. 13 Aug 2003 [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 12:01 AM EDT |
Charles
Sorry for two posts, hit submit before testing URL's. The
URl's are worth following.
Is canopy liquidating it's assets?
prospectus
Chairman: Ralph J. Yarro iii.
Alteris
selling 3,000,000 shares, canopy selling
2,000,000.
Remember,
Deutsche bank Securites. Note the second firm on the
front page.
Also note the issue date. 13 Aug 2003 [ Reply to This | # ]
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Authored by: Alex on Monday, September 29 2003 @ 12:16 AM EDT |
Here's the first three paragraphs.
SALT LAKE CITY — Scientists are discovering more evidence that an ancient rhythm
of immense earthquakes could strike northern Utah again. Their findings raise
the danger of widespread destruction for the heavily populated 120-mile Wasatch
corridor around Salt Lake City.
The geologists cannot say with certainty when the next devastating earthquake
will hit the Wasatch Front. But they say the threat is real and constant, and
that a large quake could occur tomorrow or a century from now — a span that
represents a mere blip in geologic time.
The geologists are doing field work with newfound urgency, most recently digging
into a fault complex at Mapleton, near Provo, where they are studying Utah's
most recent devastating quake, which snapped about 600 years ago.
From the Los Angeles Times, 9/28/2003
http://www.latimes.com/news/nationworld/nation/la-admn-uquake28sep28201418,1,153
8477.story?coll=la-headlines-nation-manual[ Reply to This | # ]
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Authored by: ZeusLegion on Monday, September 29 2003 @ 02:00 AM EDT |
http://thecopiernetwork.com/forums/roadhouse3/messages/589.html
--- Z [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 02:08 AM EDT |
If this is already known to Groklaw, forgive my ignorance.
You asked for linkages within Canopy. Here's a March 24 news release
on the Canopy connection to the Class A hosting service ViaWest,
where the DDoS attacks were alledged by McBride this August to have
been purpetrated by Linux hackers.
http://www.eedesign.com/pressreleases/prnewswire/65137
PJ, your stuff here would make a grand book, perhaps like Robert
Young's "Under the Radar". Except, yours might be titled
"Tux Under
the Briefs" or "Tux Between the Crosshairs", "The
Slaying of the SCO
Black Knight", or "Linus and his indestructible GPL blanket",
"Tux in the
Trenches".
Or maybe "The Penguin Briefs: Gokking the war for GPL software". I
see the sassy penguin Tux with a Red Hat on the cover, carrying a
briefcase with all sorts of leaking documents being stuffed in by PJ's
Groksters. Tux is wearing yellow and black briefs bearing the logo of
IBM...ok, maybe that'd be tacky.
Or "Section 111: Grokking The Promise of GPL Software", or
"Lindon's
Breaches Falling Down: Tux vs Tyranny"
St3v3 [ Reply to This | # ]
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Authored by: ZeusLegion on Monday, September 29 2003 @ 05:17 AM EDT |
Howdy Miss Kitty, y'all.
I reckon ya oughtta head on over to the Inquirer
Corral and getcher selves a gander at this here thang:
http://www.theinquirer.net/?article=11798 --- Z [ Reply to This | # ]
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Authored by: Steve Martin on Monday, September 29 2003 @ 06:18 AM EDT |
P.J., I corresponded a little with Lewis Mettler, the author of the Lamlaw
article you quoted, and raised a couple of points with him, I thought his reply
would be of interest (posted with permission).
I had mentioned that he
had referred to the GPL as a "contract", and recalled that some here on Groklaw
had discussed that aspect. He replied:
As to the GPL, it is a
contract. It is a license but licenses are contracts too. Within contract law
some contracts have to be in writing but almost all can be oral as
well.
And, then the only question is whether SCO agreed to the terms of
the GPL. For a regular guy, agreeing to the terms of the GPL might be a
question. Or, even two questions. But, when you have a corporation taking the
whole of Linux under the GPL and turning around, making additions/changes and
then redistributing it again under the GPL, there is no question that SCO has
fully and completely agreed with all of its terms and conditions.
In
SCO's case, they had lawyers read it over, right? They based their IPO upon its
acceptance and use for their own business purposes.
The "promissory
estoppel" does not directly apply here but I seriously doubt any judge will
entertain any argument by SCO that they fully and completely agreed to all of
the terms in that "contract" and license. They simply will never be able to
convince a judge they did not.
Judges reach a point sometimes when they
acclaim "...maybe you did and maybe you did not...but you sure as hell should
have before you based your business upon it...". And, so there it
sits.
SCO's only hope is that the GPL is completely
invalidated.
But, even in that case, the judge (or jury) may decide
that even though the GPL is not valid, they (SCO) will be prevented from denying
its validity because to do so is simply unfair.
Key here is that IBM
developed some of the Linux code AND contributed it to the Linux community
(which includes SCO) based upon the terms and conditions in the
GPL.
That is why I made the point about 1) the promise, 2) the reliance
and 3) finally the breach. And, thus the "stop". It means that even though the
GPL could have problems, SCO could be stopped from stealing code from
IBM.
And, of course, it is not just IBM. It is the entire Linux
development group which includes all of the Linux distributors and thousands of
developers. They are all being ripped off by SCO.
Unless IBM, the
front runner who has a much to lose as anyone and the lawyers to back it up, can
protect their own interests. And, that is what they are now
doing.
Does anyone really think that IBM would develop all that stuff
they contributed, toss it out and not care whether the GPL is backed up in court
or not? "Not over my dead body.", is the phrase.
Not everything that
IBM does is for the benefit of the open source community. But, on this key
issue, IBM being the cross-complaintant is key. They have the legal resources
to make certain the GPL is applied as written to the stuff they put up (and
copyrighted). And, it has to be applied to all including SCO.
I mentioned to him that McBride had been quoted by
Linux Journal as saying that SCO would never claim ownership to Linux code, and
how that might also play into the "promissory" angle. Here's his
reply:
But you have to be careful with the promissory estoppel
concept. Not all promises qualify. Just a promise is not enough. In the court
of equity, you use a "fairness" concept. The public statement by SCO that they
would not attempt to steal Linux is meaningless in large part because no one has
relied upon that particular promise in making contributions to Linux. That is
not the case with the promise, terms and conditions included in the GPL itself.
And, that is highly significant. It is also significant that SCO uses the GPL
in order to conduct their own business (the selling and redistribution of Linux
which includes some of the IBM copyrighted work). That is much much more that a
simple public statement about what someone may or may not do.
[ Reply to This | # ]
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Authored by: brenda banks on Monday, September 29 2003 @ 06:44 AM EDT |
http://www.linuxvoodoo.com/news/article.php?sid=2343
excellent article and one that the whole community needs to be discussing
---
br3n[ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 07:33 AM EDT |
Mormon Mafia" Cited in FBI Discrimination Case. Three hundred-eleven
Hispanic FBI agents won a class action suit...
http://www.iclnet.org/pub/resources/text/cri/cri-jrnl/web/crj0094a.html[ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 08:08 AM EDT |
IBM has (had?) a close, official relationship with Caldera to, amongst other
things, distribute OpenLinux which IBM preloads (preloaded?) on some ThinkPad
models.
http://www.ibm.com/linux/alliances/caldera.shtml
I would think that the allliance was based on written contracts, and that the
GPL would be mentioned in them. I don't remember seeing the alliance mentioned
in IBM's legal docs though.[ Reply to This | # ]
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Authored by: ZeusLegion on Monday, September 29 2003 @ 08:56 AM EDT |
SCO stock opened up this morning in pre-trading at $14.53, up 2 cents
from after hours extended trading on Friday. I expect SCO to make more ludicrous
claims in a Press Release sometime later this morning in order to boost their
stock but that is pure speculation at this point. Hopefully a pro-Linux faction
will counter this with a Press Release of their own.
--- Z [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 09:38 AM EDT |
I will admit to being a nitpicker. My standards probably seem absurd.
I really want to take the lamlaw article seriously, but find it rather difficult
when an attorney writing about intellectual property freely alternates between
the (mis)spellings "copyright" and "copywrite".
It just seems to me that if intellectual property were my bread and butter, that
"copyright" is one word that might be fairly well etched in my
brain.
But maybe that's just my nitpicky prejudices speaking.
[ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 10:22 AM EDT |
...are just words. Statements like that are there to make IBM think he is going
to rash in this fight. A "Fight to the death." Ydda. Yadda. Etc...
It's more like a card game. One player has $5,mean look in his eyes, and a good
bluff. The other player owns the house and hardly notices the other player,
becuase he's met a million of them.
In other words, on a daily bases, we've fought this fight. Yesterday it was me
vs a fly. He lost. I hardly noticed it enough to kill it.
Does a steamroller notice a flee?
IBM's sense of time is longer than a rush rush hurry hurry dot com. They might
feel damage. IBM will feel it only for one of it's seconds. I work for a
company which spent over 20 million with IBM last year. We don't even have the
ability to get them to fix broken disks they sent us. So customer pressure is
going to do nothing.
To put it a better way: Have you seen the movie Alive? A plane crashes and the
mother of one of the kids on the plane it trapped under some bent seats. They
cannot get her lose and she is in great pain and dying. As she suffers she yells
and screams and lashes out at those who try to comfort and help her. As she is
dying she screams at them louder. She still dies though. That is SCO. In pain.
Dying. Lashing out at all those that helped them in the past.
-- James Dornan [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 10:27 AM EDT |
SCO Says IBM's Amended Complaint, Based on GPL, is Built on a Shaky Foundation
http://biz.yahoo.com/prnews/030929/lam058_1.html
- And yes, that really is the title of their press release![ Reply to This | # ]
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- On MA Decision on Linux, Promissory Estoppel, and Canopy Group - Authored by: shaun on Monday, September 29 2003 @ 10:52 AM EDT
- On MA Decision on Linux, Promissory Estoppel, and Canopy Group - Authored by: stanmuffin on Monday, September 29 2003 @ 10:53 AM EDT
- FSF's Position regarding SCO's attacks on Free Software - Authored by: NZheretic on Monday, September 29 2003 @ 10:59 AM EDT
- On MA Decision on Linux, Promissory Estoppel, and Canopy Group - Authored by: ikh on Monday, September 29 2003 @ 11:00 AM EDT
- problems with SCO press release - Authored by: Anonymous on Monday, September 29 2003 @ 11:14 AM EDT
- On MA Decision on Linux, Promissory Estoppel, and Canopy Group - Authored by: Steve Martin on Monday, September 29 2003 @ 09:46 PM EDT
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Authored by: Anonymous on Monday, September 29 2003 @ 10:57 AM EDT |
http://www.sys-con.com/linux/article.cfm?id=1147 [ Reply to This | # ]
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Authored by: Nick on Monday, September 29 2003 @ 11:02 AM EDT |
SCO issued a new
press release at 10:10am today. Predictably,
their stock jumped at that
very moment, though it has since settled
down a bit.
Brief points from
their press release, where SCO claims:
- IBM brought the GPL into
controversy, not SCO
- SCO believes the GPL is a shaky foundation for a
legal case
- SCO believes the GPL will not stand up in court
- SCO
urges IBM to offer indemnification
- SCO is going to
win
Don't shoot the messenger, folks... [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 12:46 PM EDT |
PJ, I hope your magnum opus will address this:
In its thirteenth counterclaim, IBM is asking for a declaratory judgment on all
the other counterclaims. What is the point of that? 28 USC 2201 does say that
they can ask for it "whether or not further relief is [...] sought,"
but why would they want a declaratory judgment in addition to a
"normal" judgment on the same questions?[ Reply to This | # ]
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- Magnum opus - Authored by: PJ on Monday, September 29 2003 @ 07:21 PM EDT
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Authored by: Gerhard on Monday, September 29 2003 @ 12:57 PM EDT |
Has anybody already set up sort of SCO FUD timeline?
I would like to
compare it to the timestamps in the modified SCO forum slide show
http://www.sco.com/2003forum/keynotes/sontag_heise_scosourcebriefingpublicforum.
ppt Brenda linked to.
- Create Date/Time: Mon Mar 3 21:49:24 2003
by Kip Henrie, Caldera International,
- Photoshop time stamps from
2003:06:30
- Revision Number: '71', Last Saved By: 'Dean Zimmerman',
Date/Time: Mon Aug 18 19:40:54 2003
- Revision Number: '72', Last Saved
By: 'Kathy Martens', Date/Time: Fri Aug 22 23:40:57 2003 (SYSV code info
removed)
How is that related to the date they sued IBM? And how to
that of the alleged DDoS-attack? [ Reply to This | # ]
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Authored by: shaun on Monday, September 29 2003 @ 01:11 PM EDT |
I could easily find as many if not more unethical people in any number of
religions as well as Mormonism. I am not a Mormon but religious ties just don't
belong in a serious discussion of facts and dilligent research. SCO is the issue
not the mormon church. There are no doubts some Mormon ties are being used but
that is to be expected. Just to clear the air it was also Mormons who staged the
SCO protest at SCO's headquarters. Most Mormons I know personally do not agree
with what SCO and Canopy are doing. McBrides religious ties should not be used
or anyone else's. Lets stick to fact finding and research.
--Shaun[ Reply to This | # ]
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Authored by: brenda banks on Monday, September 29 2003 @ 02:04 PM EDT |
sco is suing sgi now
this was posted on yahoo board
havent seen any links and not been able to find one yet
---
br3n[ Reply to This | # ]
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Authored by: geoff lane on Monday, September 29 2003 @ 02:06 PM EDT |
I feel that Darl is a simple front man, he exists only to make noise and fury,
but signifys nothing. The important man is and always has been Yarro. He is on
the board of SCO and runs Canopy. Darl does nothing without Yarros approval.
It's quite simple to track the connections back to Yarro but no further. Yarro
is a trustee of the Noorda Family Trust (NFT) and the finances of the trust are
hidden. Canopy is the public side of NFT (probably) investing money on behalf
of NFT.
Someone has already wondered here if Canopy is selling up.
I think they are. I also suspect that Canopy wanted to get rid of a failing SCO
and decided on a plan that would result in IBM paying SCO to go away. The
trouble is IBM didn't read the script and decided to nuke SCO instead.
Now IBM has noticed that Canopy has a controlling interest in SCO and Yarro must
be getting a bit jumpy :-)
My notes are available at
http://buffy.sighup.org.uk/sco/note02.html[ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 02:07 PM EDT |
#ifdef NUKE_SCO
if (target->state == UTAH) {
target->state->cords =
*salt_lake_city;
if (warhead->ready == TRUE)
launch();
return
SUCCESS;
}
#endif
I'm not suggesting nuking Utah, I just found the
idea of a kernel coded by supposedly "peace loving hippies" controlling the US
nuclear arsenal funny. Hey it would shut Darl up tho.
[ Reply to This | # ]
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- hello_darl.c - Authored by: shaun on Monday, September 29 2003 @ 02:41 PM EDT
- hello_darl.c - Authored by: Anonymous on Monday, September 29 2003 @ 02:57 PM EDT
- hello_darl.c - Authored by: Anonymous on Monday, September 29 2003 @ 03:34 PM EDT
- hello_darl.c - Authored by: Alex on Monday, September 29 2003 @ 04:47 PM EDT
- hello_darl.c - Authored by: Anonymous on Monday, September 29 2003 @ 03:02 PM EDT
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Authored by: Anonymous on Monday, September 29 2003 @ 02:36 PM EDT |
There is a rumor that SCO is suing SCI
From what I have seen so far, I believe this rumor is NOT correct
From what I understand SGI say in a SEC filing that SCO has said SGI's license
is terminated as of October 14. SGI also say they do not believe the license is
terminable.
If SCO is true to form (AIX and Dynix), they would have gone thru 100 day
period, which dates the initial letter of termination to approximately 6 July.
In other words, this is not a new action, but one that SCO initiated some time
ago that has only just emerged.
Therefore I do not believe this action is related to current stock activity. It
is more likely related to the attempt to pressure IBM et al into a settlement.
It also predates the Red Hat law suit.
Personally I expect SGI may sue SCO for breach of contract, unfair competition,
trade libel (once SCO issue a press release or comment in the media) and
possibly other claims.
In other words, in my opinion, it is more a case of SCO's chickens coming home
to roost, than new FUD.[ Reply to This | # ]
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- SCO and SGI - Authored by: Anonymous on Monday, September 29 2003 @ 03:48 PM EDT
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Authored by: Anonymous on Monday, September 29 2003 @ 04:39 PM EDT |
hp sponsors sco tour:
http://www.theregister.co.uk/content/61/33098.html[ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 04:43 PM EDT |
Yeah baby- I am a BLACK "techie." Don't care for racism at all.
Is this true-
http://home.teleport.com/~packham/temples2.htm
Until 1978, persons with any trace of black African ancestry were not permitted
to enter a temple, even if they were otherwise "worthy" members of
the church.
Tell me more, baby.[ Reply to This | # ]
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Authored by: Alex on Monday, September 29 2003 @ 04:52 PM EDT |
This has been discussed previously, but the posts below make it really, really
clear.
Read the first one and the second one and you'll see the script.
http://finance.messages.yahoo.com/bbs?.mm=FN&action=m&board=1600684464&a
mp;tid=cald&sid=1600684464&mid=47327
http://finance.messages.yahoo.com/bbs?.mm=FN&action=m&board=1600684464&a
mp;tid=cald&sid=1600684464&mid=47328
Alex[ Reply to This | # ]
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Authored by: Newsome on Monday, September 29 2003 @ 05:36 PM EDT |
SCO
Contributions | Linux Kernel
Caldera Systems and IBM
Sign Agreement to Support OpenLinux Platform
Linux® Kernel Personality
for UnixWare 7.1.3 and Open UNIX 8--- Frank Sorenson [ Reply to This | # ]
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Authored by: Newsome on Monday, September 29 2003 @ 05:37 PM EDT |
Here --- Frank
Sorenson [ Reply to This | # ]
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Authored by: shaun on Monday, September 29 2003 @ 06:38 PM EDT |
http://story.news.yahoo.com/news?tmpl=story&cid=75&e=2&u=/nf/2003092
9/tc_nf/22381
Seems IBM is a little miffed at HP.
--Shaun
[ Reply to This | # ]
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Authored by: shaun on Monday, September 29 2003 @ 06:49 PM EDT |
SCOX Lost 13 cents today on Nasdaq. I don't think the hype is working anymore. [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 06:57 PM EDT |
I just read a message on Yahoo SCOX @
http://finance.messages.yahoo.com/bbs?.mm=FN&action=m&board=1600684464&a
mp;tid=cald&sid=1600684464&mid=47193
that said that Dow Jones said that SGI Unix license will be
pulled by SCO effective 14 Oct 03.
Is that true? [ Reply to This | # ]
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Authored by: Anonymous on Monday, September 29 2003 @ 07:51 PM EDT |
From: U know who
If Yarro is letting it all hand out then I wonder if he has hedged his postion
against some other position? For example: what about his owning some Novell
stock? Novell just bought Ximian and ya gotta wonder with there Utah boys where
there extended family ties really are![ Reply to This | # ]
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