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How the Noordas Found Out & the Rest of the Dirt: The Canopy-Noorda Answer (Yarro v Canopy)
Wednesday, March 09 2005 @ 01:19 AM EST

This is by far the most spectacularly interesting document so far in the just settled Canopy-Noorda/Yarro et al litigation. Thanks to Frank Sorenson, who stopped by the courthouse and picked up this Canopy-Noorda-NFT Trust Answer [PDF] to the Yarro-Mott-Christensen complaint, we find out the whole story as they tell it. [Warning for those on dialup, it's a long download.]

I've wanted to know what happened to tip off the Noorda/Canopy side that there was something going on that eventually led them to terminate the three employees. Haven't you wondered that too? Was it Terry Peterson? Val Kreidel, the daughter? Who?

Now they tell us their story. Beginning on page 13 of the PDF, they say it was like this. Back in March of 2004, there was a Board meeting, just as the Yarro complaint says. But here the story diverges.

The Noorda account is that prior to the meeting Mr. Peterson suggested the Noordas request and review Canopy financial information. At the meeting, both Noordas expressed concern about the company's finances, "including, specifically, excessive bonuses that Plaintiffs had caused Canopy to pay to Plaintiffs and Canopy's other employees." it was Mrs. Noorda in particular, the Answer says, who "expressed strong disapproval of such bonuses." After that, it says that Mr. Noorda told his wife he wanted to terminate the trio's employment and she agreed. So, it was Mr. Peterson who first seems to have noticed the financial machinations that led to the termination.

They also deny that their daughter had no involvement in Canopy. And they deny that any actions taken by them or by "Canopy's management subsequent to December 17, 2004 played any role in the suicide of Robert Penrose. The NFT Defendants further assert that Plaintiffs have made this baseless accusation in bad faith and in violation of Utah R. Civ. P. 11." You can read that rule here:

(b) Representations to court. By presenting a pleading, written motion, or other paper to the court (whether by signing, filing, submitting, or later advocating), an attorney or unrepresented party is certifying that to the best of the person's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances,

(1) it is not being presented for any improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation;

(2) the claims, defenses, and other legal contentions therein are warranted by existing law or by a nonfrivolous argument for the extension, modification, or reversal of existing law or the establishment of new law;

(3) the allegations and other factual contentions have evidentiary support or, if specifically so identified, are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery; and

(4) the denials of factual contentions are warranted on the evidence or, if specifically so identified, are reasonably based on a lack of information or belief.

(c) Sanctions. If, after notice and a reasonable opportunity to respond, the court determines that subdivision (b) has been violated, the court may, subject to the conditions stated below, impose an appropriate sanction upon the attorneys, law firms, or parties that have violated subdivision (b) or are responsible for the violation.

They also deny that they or "mean" Mr. Mustard caused any of the other employees to quit. Instead, they say, they quit "voluntarily and/or as a result of Plaintiffs' influence and/or encouragement."

On page 21, in paragraph 117, they say that while they are willing to permit an examination of Mr. Noorda, "such an exam is irrelevant to, and not probative of, the issue of Mr. Noorda's competence on December 17, 2004." In other words, even if Mr. Noorda was found incompetent in March of 2005, that would not prove that he was incompetent on December 17, 2004. No wonder this case settled. Yarro and his team would have to find a way to prove that Mr. Noorda was incompetent back in December. How do you do that? And then the piece de resistance, their Fifth Defense:

The allegations and claims asserted in the Complaint, in each purported cause of action alleged therein, have always been and continue to be frivolous, unreasonable, and groundless. Plaintiffs brought this action in bad faith. See Utah Code Ann. 78-27-56.

You can read that law here:

78-27-56. Attorney's fees -- Award where action or defense in bad faith -- Exceptions.

(1) In civil actions, the court shall award reasonable attorney's fees to a prevailing party if the court determines that the action or defense to the action was without merit and not brought or asserted in good faith, except under Subsection (2).

(2) The court, in its discretion, may award no fees or limited fees against a party under Subsection (1), but only if the court:

(a) finds the party has filed an affidavit of impecuniosity in the action before the court; or

(b) the court enters in the record the reason for not awarding fees under the provisions of Subsection (1).

When you say the word "frivolous" in a lawsuit, you are talking about getting the other side to pay your legal fees. You mean that the case has no way to prevail and shouldn't have been brought in the first place and so you want them to pay your legal bills for forcing you to go through the experience for nothing. And sure enough, they ask that plaintiffs pay their attorneys' fees.

Their Tenth Defense is that plaintiffs' claims are barred based on the doctrine of unclean hands. They also say that their claim for a preliminary injunction is improper because the plaintiffs' "purported options are invalid and do not give them any substantive rights with regard to the management and/or control of Canopy." In other words, they have no right to try to manage or control Canopy, and so they have no right to bring an action to try to gain control back, because their options are invalid, presumably due to the way they were obtained.

And their 16th defense is that plaintiffs can't sue them for having breached any contractual obligations, because the plaintiffs had already committed "prior material breaches." This is saying, what contract? You already broke it, and now you want the court to enforce just our side of the deal you breached?

These Canopy lawyers thought of everything to throw in there. Like the song says, you have to know when to hold them and know when to fold them, and a settlement must have looked mighty good after Yarro, Mott and Christensen's attorneys read this Answer and realized the mountain they'd need to climb in this litigation to prevail.

But they aren't finished. Now come the counterclaims. First, they add "additional parties", John Does 1 through 10, "persons whose identities are currently unknown who assisted, or otherwise acted in concert with, Yarro, Mott, and Christensen." These folks, they say, acted in concert with the trio, "to cause and encourage Canopy employees to terminate their employment in order to create the appearance that Canopy's current management was doomed to failure, for the purpose of enabling Yarro, Mott, and Christensen to seek reinstatement through injunction and continue their scheme to profit at Canopy's expense through excessive and unfair compensation." They also caused or encouraged portfolio companies to "doubt the authority of Canopy's current management in an effort to obstruct current management's ability to complete business transactions" for the same reason. They even accuse them of "causing or attempting to cause irreparable harm to Canopy, or create the illusion thereof" to try to get themselves reinstated through injunction.

They say that, while the trio previously seldom socialized with employees, post-termination they have "arranged and held several meetings of current and former Canopy employees at which Canopy business, including current working conditions, was discussed." Yowser. This tells the Yarro team that somebody ratted on them to the Canopy team, likely a current employee invited to the meetings, who went back and told on them.

Worse, the document goes on to allege, the trio contacted "principals and board members of Canopy portfolio companies" and encouraged them to "not deal with and/or recognize Canopy's current management." Not only that, they appeared, after their terminations, at board meetings of portfolio companies "purporting to represent Canopy without Canopy's consent," and they are accused of "wrongfully and surreptitiously" obtaining a copy of Canopy's back-up of its computer system, on which all of Canopy's electronic data was stored." They say Allan Smart helped them to make a copy of the back-up of the computer system, on which "commercially sensitive and confidential information" was stored. On that basis, they accuse Smart of violating a Confidentiality Agreement he signed in 2001. They also name Smart as encouraging the employees who quit to do so and to disparage the current management to third parties, in violation of his Confidentiality Agreement. They ask for damages, in an amount to be determined at trial.

They go on to allege that the trio knew by 1998 that Mr. Noorda's "memory and business judgment were deteriorating." So, they allege, they set in motion a scheme to personally profit "by exercising undue influence" over the Noordas. "The above-described acts of Yarro, Mott and Christensen were performed intentionally, knowingly, and with reckless indifference toward, and a disregard of, the rights of Canopy and the Trust." They ask for punitive damages.

We also find out that one purpose of the Trust is to care for the needs of a Noorda son with special needs. They ask for a jury trial. Can you imagine a jury in Utah listening to allegations that the trio in effect diverted money away from the LDS Church, two nonprofit charitable organizations, and a special needs child? Sheesh. They'd probably vote to send them to the electric chair, methinks, or however they do it in Utah.


  


How the Noordas Found Out & the Rest of the Dirt: The Canopy-Noorda Answer (Yarro v Canopy) | 380 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections Here Please
Authored by: Anonymous on Wednesday, March 09 2005 @ 01:33 AM EST
.

[ Reply to This | # ]

...however they do it in Utah.
Authored by: Anonymous on Wednesday, March 09 2005 @ 01:35 AM EST
Used to be hanging or firing squad, but I believe it is injection (lethal) now.

[ Reply to This | # ]

How they do it in Utah.
Authored by: Anonymous on Wednesday, March 09 2005 @ 01:39 AM EST
As far as I know Utah is the only state in the nation where you can still face a
firing squad. Although, I believe it is the individual has the choice. Not
sure though.

[ Reply to This | # ]

The New SCO Board and the New Canopy
Authored by: webster on Wednesday, March 09 2005 @ 01:54 AM EST
...are familiarizing themselves with the SCO operation. They have their own
attorneys who are also new to the scene. No doubt they must do a top to bottom
assessment for SCO's staff and legal team. There will be some new heads in the
lawsuit brain trust. How will the state of the evidence and the risks to SCO
and Canopy look to them? There is pain in every option but a resolution may
takethis opportunity.

---
webster

[ Reply to This | # ]

Question for the new regime
Authored by: webster on Wednesday, March 09 2005 @ 02:08 AM EST
Mustard and the new boards and their attorneys are no doubt asking themselves
this key question:

**How did they came to be in copyright litigation with a most formidable
corporate opponent without substantial amounts of lines of code as evidence of
infringement, without copyrights, without experts, and without test
comparisons?**

Yarro and SCO attorneys may have differing answers to this question. Due to the
settlement Yarro is beyond their reach. So the attorneys have the only
responsible answer left. Will the new SCO go after their own attorneys?

---
webster

[ Reply to This | # ]

After all it is not just about money anymore
Authored by: Anonymous on Wednesday, March 09 2005 @ 02:28 AM EST
Damn, yesterday I was told that it was really just about money and that
therefore a settlement was really to be expected. The common sense thing to do
and so.
And now this again.
This looks really bad for SCO.
Victory is near.
It must be.
Thanks PJ.
Great analysis.

[ Reply to This | # ]

Question??
Authored by: Anonymous on Wednesday, March 09 2005 @ 03:24 AM EST
I'm a bit confused. Does this mean that Yarro's team have settled their claims,
but still face counter-claims brought by the Norda's, or has the entire case,
from the point of view of both side now been finished?

Stephen

[ Reply to This | # ]

  • Question?? - Authored by: MadScientist on Wednesday, March 09 2005 @ 04:28 AM EST
    • Question?? - Authored by: Anonymous on Wednesday, March 09 2005 @ 07:49 AM EST
      • Really? - Authored by: Anonymous on Wednesday, March 09 2005 @ 08:33 AM EST
        • Really? - Authored by: Anonymous on Wednesday, March 09 2005 @ 11:07 AM EST
It's settled.
Authored by: mattw on Wednesday, March 09 2005 @ 03:35 AM EST
The case has been settled, this is simply the mountain Canopy dropped on
Yarro et al to bring them to the settlement table.

[ Reply to This | # ]

How the Noordas Found Out & the Rest of the Dirt: The Canopy-Noorda Answer (Yarro v Canopy)
Authored by: micheal on Wednesday, March 09 2005 @ 04:19 AM EST
and they are accused of "wrongfully and surreptitiously" obtaining a copy of Canopy's back-up of its computer system...

This may be the most signifcant piece of information. As PJ says in conjunction with the alledged meetings with the employees:

This tells the Yarro team that somebody ratted on them to the Canopy team,...

Violating confidentiality agreements is one thing (it is the employees that violated the agreements, not Yarro), inducing to steal and receiving stolen property is something else entirely. I think that Yarro is getting a lot less then others have speculated.

---
LeRoy -
What a wonderful day.

[ Reply to This | # ]

Off-Topic here
Authored by: Darkelve on Wednesday, March 09 2005 @ 04:25 AM EST
Can't forget those little gems...

[ Reply to This | # ]

Where's the criminal charges?
Authored by: Anonymous on Wednesday, March 09 2005 @ 05:58 AM EST
The Norda's charges sound serious. I'm wondering why criminal charges haven't
been layed against Yarro and his buddies.

[ Reply to This | # ]

Predictions
Authored by: codswallop on Wednesday, March 09 2005 @ 06:33 AM EST
My magic 8 ball says:

1) Yarro & co. will get relatively small amounts of money.

2) They will have to sever all relationships with Canopy and Canopy's
subsidiaries

4) Canopy et al. will agree to bring no further actions criminal or civil, with
perhaps an exception for certain sorts of yet undiscovered malfeasance.

5) The settlement will be sealed so Yarro can pretend whatever he thinks he can
get away with without disclosing the settlement

6) Within a year most of the terms of the settlement will leak, probably
sooner.

7) Within a year Yarro will be caught up in one or more legal procedings based
on what he did at Canopy. They could be governmental, private or both. I'm
betting both.

8) Yarro will resign from Angel Partners. He will be allowed to save face, but
he will go.

9) Angel Partners will be audited, and if they find that Yarro did anything
funny, they'll string him up. The settlement won't cover that, since Canopy et
al. can't speak for Angel Partners.



---
IANAL This is not a legal opinion.
SCO is not a party to the APA.
Discovery relevance is to claims, not to sanity.

[ Reply to This | # ]

i hope the settlement isn't dissappointing
Authored by: jig on Wednesday, March 09 2005 @ 07:00 AM EST

i dearly hope that the settlement doesn't let all these people bilk canopy out
of a ton of money.

letting yarrow walk with any of the ill gotten gains seems a lot like throwing
the baby out with the bathwater.

criminal charges would be nice.

[ Reply to This | # ]

Settlement Proposal
Authored by: odysseus on Wednesday, March 09 2005 @ 08:01 AM EST
So here's an idea for the Canopy lawyers to kill two birds
with one stone: pay Yarro et al off with Canopy's
shareholding in SCO :-)

[ Reply to This | # ]

What if Canopy divested of SCOXE?
Authored by: Anonymous on Wednesday, March 09 2005 @ 08:39 AM EST
What would happen if today Canopy decided to liquidate their holdings in SCOXE
and cut poor SCO loose? Would that kill SCO immediately or just speed up the
inevitible?

[ Reply to This | # ]

Intel loves Microsoft's business tactics
Authored by: Anonymous on Wednesday, March 09 2005 @ 09:17 AM EST
link

[ Reply to This | # ]

How the Noordas Found Out & the Rest of the Dirt: The Canopy-Noorda Answer (Yarro v Canopy)
Authored by: dmscvc123 on Wednesday, March 09 2005 @ 09:40 AM EST
<<On page 21, in paragraph 117, they say that while they are willing to
permit an examination of Mr. Noorda, "such an exam is irrelevant to, and
not probative of, the issue of Mr. Noorda's competence on December 17,
2004." In other words, even if Mr. Noorda was found incompetent in March of
2005, that would not prove that he was incompetent on December 17, 2004. No
wonder this case settled. Yarro and his team would have to find a way to prove
that Mr. Noorda was incompetent back in December.>>

Actually the Noordas did that as part of their counterclaims against Yarro:
They go on to allege that the trio knew by 1998 that Mr. Noorda's "memory
and business judgment were deteriorating." So, they allege, they set in
motion a scheme to personally profit "by exercising undue influence"
over the Noordas. "The above-described acts of Yarro, Mott and Christensen
were performed intentionally, knowingly, and with reckless indifference toward,
and a disregard of, the rights of Canopy and the Trust." They ask for
punitive damages.

Yarro actually had it easier on that issue since he only had to prove it back a
few months, while the Noordas would have had to prove the declining mental
health of Ray Noorda seven years ago.

---
All of my comments on Groklaw are released under the Creative Commons License
Attribution-Noncommercial 2.0

[ Reply to This | # ]

So the question is...
Authored by: pooky on Wednesday, March 09 2005 @ 10:00 AM EST
It seems obvious that Yarro and Mott will be removed from SCO's board, since the
seats belong to Canopy as a shareholder, not to the individuals.

Given this, if I were Canopy, I would immediately review SCO's position and the
performance of management (they are unique amongst Canopy companies after all)
to review whether Darl & company are in fact acting in the shareholder's
best interests (i.e. Canopy's)

Were down to this. Due to a nicely timed financial error, SCO is so strapped for
cash that they look to run out in the next quarter or two without more money
being infused. Since this idiotic (yes that is my opinion) plan of SCO's was
hatched under Yarro's watch, I think it's questionable at best whether Canopy
would provide any more money.

What I think is likely to happen soon is that Canopy will look this over and see
the truth with new eyes: This entire lawsuit was (and is) about pressuring IBM
to settle for a big dollar amount just to make SCO go away. This plan has
backfired and it's cost SCO (and Canopy) dearly.

Now would be a great time for IBM to start demanding more discovery from Canopy
Group. :-D

-pooky

---
If at First You Don't Succeed, Skydiving Isn't for You.

[ Reply to This | # ]

Racketeer Influenced and Corrupt Organizations ("RICO") Act
Authored by: ak on Wednesday, March 09 2005 @ 10:33 AM EST
Laws against organised crime might become relevant.

Here is a legal summary of the Racketeer Influenced and Corrupt Organizations ("RICO") Act:

RICO in a Nutshell

[ Reply to This | # ]

Famous Quote Applies
Authored by: jimwelch on Wednesday, March 09 2005 @ 10:42 AM EST
Ask not for whom the bell tolls. It tolls for thee.

---
Programming since 1976 with punched cards and not a single hagging chad (yet).

[ Reply to This | # ]

Clarification needed
Authored by: Anonymous on Wednesday, March 09 2005 @ 11:08 AM EST


In 51 of the Canopy answer, it says Mr Noorda stated to Mrs Noorda that it was
his desire to terminate Yarro. I'm unclear from the context if this was said at
the meeting or afterwards.

[ Reply to This | # ]

How the Noordas Found Out & the Rest of the Dirt: The Canopy-Noorda Answer (Yarro v Canopy)
Authored by: Anonymous on Wednesday, March 09 2005 @ 12:59 PM EST
There seems to be an equating of "declining mental health" with
"mental incapacitation". These are not the same thing. If we can't
agree to that then I can certainly see what has you so confused. I can be
medically diagnosed with "declining mental health" (lessened ability
to remember, initial signs of Alzheimer&#8217;s, etc...) and still be
mentally competent. Thus the Nordas and their doctors can say with complete
conviction and honesty that they were experiencing "declining mental
health" and still feel fully justified in staying on as board members. The
only issue is Yarro's awareness of the situation and the degree to which he
attempted to take advantage of that knowledge to the Nordas and the Canopies
disadvantage.

With respect to what Yarro does and doesn't know, all Yarro is aware of is that
4-6 years ago the Nordas were experiencing "declining mental health".
That has some but very little correlation with his conclusion that they are
"mentally incompetent" today. The belief that the Nordas children
were feeding them answers in the boardroom seems to be predicated on the
pre-conceived notion that the Norda are "mentally incompetent" and
thus the only conclusion the "evidence" supports is that the Norda
children talk to their parents and that they are not at odds now. Hardly proof
of "mental incompetence".

From where I see it, the Nordas simply state their "declining mental
health", they point out how someone might be aware of this state (general
forgetfullness, drifting mind, etc...), they point out that Yarro did not act in
either their or the companies best interests after this became clear, they point
out that Yarro was not completely transparent in his actions and let the jury
decide if the facts are related. One is certainly not proof of the other but
there does seem to be a cause and effect and that is what courts decide.

Yarro has to proove the Norda's mentally incompetent today. Then he has to show
that they were mentally incompetent in December. Then he has to show they were
competent the whole rest of the time they were agreeing with him on his
compensation. Then he has to show that he had no idea they were mentally
incompetent until right now (so there is a reason he didn't seek their removal
from the board and he has the cover of their mentally competant support for his
otherwise self serving actions).

[ Reply to This | # ]

Lawyerly implications of "frivolous"
Authored by: AllParadox on Wednesday, March 09 2005 @ 02:11 PM EST
Regular readers of Groklaw know that you have to be careful when reading
legalese. Often, there are terms that have an ordinary meaning, but the
technical legal meaning is be very different.

Then there are the terms that carry hidden implications, in context.

To an attorney, a description of a legal document as "frivolous" is a
direct slap in the face. It is a direct accusation that the attorney that
prepared the document failed to exercise "due diligence" in
researching and preparing the document, that the attorney did not meet his
professional obligations when preparing the document.

If you want to get the other side riled up, start characterizing their filings
as "frivolous." All attorneys know that the accusation is seen by the
judges who read the court file, as well.

The attorney who prepared the pleadings has a way out: "my clients lied to
me, and were very persuasive."

These are initial pleadings, not final settlment papers, but they still indicate
a "shot across the bow", a clear and obvious indication that this is
going to be a mean fight, and that the Noordas might plan on making it very
personal to the attorneys on the other side as well.

---
All is paradox: I no longer practice law, so this is just another layman's
opinion. For a Real Legal Opinion, buy one from a licensed Attorney

[ Reply to This | # ]

Why Noorda Good, Yarro Bad?
Authored by: shorn on Wednesday, March 09 2005 @ 04:40 PM EST
Is the Groklaw assumption that Yarro and his team are solely responsible for the
corporate shenanegans at Canopy all these years and the Noordas are just
completely innocent and clueless?

And if that's true, still, why Noorda Good? They were supposed to be running a
large holding company!

I understand disliking Yarro. He's no doubt been up to no good. But I find it
difficult to understand the apparent full support of Noorda's position on all
things in this case. In this case they seem to be saying "you (Yarro) took
advantage of a mentally-deficient old man, and hey, how dare you say he's
mentally-deficient!"

Please enlighten.

And, BTW, the issue of Ray Noorda's mental competence was publicly raised in the
I.T. press as early as 1995, when he left Novell. It seems highly likely that
in 2005 he is still not competent to run such a complex operation, and not mere
conjecture or circumstantial evidence.

[ Reply to This | # ]

Smart giving away the data
Authored by: RedBarchetta on Wednesday, March 09 2005 @ 04:53 PM EST
First of all, it wasn't too smart for Mr. Smart to give away the corporate data. Not only was it illegal, it was also pointless.

Think about what Yarro can do with the data...

Absolutely Nothing!

That's right, so what if he has a copy of the data??

You see, Yarro has to be able to get to the data, and be able to change it if he's going to have any effect. The data as it stands, is just that, standing data. I would think his motive would be to hide, change or alter the books (although that's sheer speculation on my part). Sure he can load it onto another system and make his alterations, but how is he going to get that data back into the system that counts (Canopy's)?

I can think of a few reasons where it might serve him, such as in court, but given that it was illegally received I doubt it can serve him much now.

Somehow, the story of Ralph and his associates trying to get those at Canopy "employed-at-that-time" to refuse acknowledging the new leadership doesn't sound too far from the truth. After all, he convinced Smart to give him the data. For this to happen, Smart had to be pressured in some way. You have to have a high allegiance to someone outside of Canopy to give away the data like that. Either that, or be very dumb.


---
Collaborative efforts synergise.

[ Reply to This | # ]

OTOH, do the arithmetic.
Authored by: jim Reiter on Wednesday, March 09 2005 @ 08:20 PM EST

Picture a jury trial, either Yarro or Mott on the stand.

ATTY: "Mr. Yarro, in 2000 the Noordas (NFT) were the only
stockholders in Canopy."
:
Yarro: "Yes"

ATTY: "Their stock was worth $192,700,000.00"

Yarro: "yes"

Atty: "Two years later the Noorda's stock was worth
$120,000,000.00".

Yarro: "yes"

Atty: "How did the Noordas lose $72,000,000.00 in two
years?"

Yarro: "bad luck".

$72,000,000.00 is the only number the jury will remember.
Money the Noordas had planned to give to the CLDS. Yarro,
Mott and Christensen couldn't win in front of a Mormon
jury.



[ Reply to This | # ]

More Theories
Authored by: The Mad Hatter r on Wednesday, March 09 2005 @ 10:10 PM EST
I've just finished reading the Answer of the Defendents.

I think everyone knows what hubris is. Dictionary.com says it's
"Overbearing pride or presumption; arrogance." Success breeds
confidence. Sometimes that becomes overconfidence.

If (as avered in the document) Yarro managed to get an employee to deliver to
him a backup of the Canopy company files, he's in deep trouble. I can see this
happening.

Consider:

You've been offered what sounds like a dream job, working for the foremost
entrepreneur in your home state. After working with him for a while you notice
that he isn't all that hot - he forgets things, can't always think things
through, gets tired easily, is easily distracted. But he's paying really decent
wages so you stay.

After a while he decides to retire. By this time your admiration for him is
gone. You've seen too many simple mistakes. He's been paying bonuses - and maybe
promised one for a specific event but forgot about it. He owes you. Even though
he's appointed you CEO and to the board of directors.

So since you are in a position to do so, you arrange for a little bonus. And
another. And another. After a while it is a habit. You have to be carefull to
some extent - there have to be valid reasons to pay out the bonus, but after a
while you start getting sloppy.

Then one day at a board meeting - which up till now had been more like tea
parties rather than meetings - someone asks a hard question about money. Panic
time. The only way to hide things is to buy the company. You make an offer, and
the other side pretends to listen, but it's too low, and they are now certain
that something is going on.

9 months later they kick you out. Without warning. YOU! This isn't possible. You
have to fight back. You file a suit. Maybe you think that something you could
use is on the company system, or maybe it's just a lark to prove you can get a
copy but you do.

Then you read the latest defence filing - SURPRISE - YOU'RE BUSTED.

Yeah - more speculation. I've always been very interested in motivations. This
peice was in part inspired by Dashiel Hammett (I'm re-reading "The Thin
Man").

Is it accurate? I don't know. I don't think it matters. It does fit the facts.
It's plausible.

It's speculation (and since the settlement will probably be permanently sealed
that's all we have).



---
Wayne

telnet hatter.twgs.org

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Val Nooda Kreidel Dead?
Authored by: Anonymous on Saturday, March 19 2005 @ 02:02 PM EST
http://www.linuxbusinessweek.com/story/48778_f.htm

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