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Novell Objects to SCO's Notice of Cure Amounts. It's Déjà Vu All Over Again.
Tuesday, October 26 2010 @ 01:02 AM EDT

Our third objection is in to SCO's Notice of Cure Amounts, and it's the one you expected all along, from Novell. Like EMC and then Oracle, Novell says it can't figure out what SCO is proposing to do either, so it objects on these grounds:
Novell objects to the Notice and proposed assumptions and assignments on at least the following grounds: (1) as to certain items, the Notice is so cryptic as to make it impossible to determine to what agreements the Trustee is referring; (2) as to the cure amounts, because the Trustee and Debtors have not provided the information that only they can and that they are required to supply regarding certain of the contracts at issue (the “SVRX Licenses”), Novell cannot at this time verify the sums in the Notice, and in any event the Trustee must cure other monetary defaults that he does not even mention in the Notice; (3) as to the Trustee’s intent generally, the Trustee cannot assume and assign any of the Debtors’ agreements with Novell without assuming and assigning all of them, something the Trustee does not attempt to do; and finally, (4) as to some of the agreements the Trustee wishes to assume and assign, he must obtain, but cannot get, Novell’s consent, and more generally, based upon (3) above, he must get, but cannot obtain, Novell’s consent to be able to assume all of the Novell agreements he must assume if he is to be able to assume any.
So there you are. A perfect loop. In short, Novell moves to block. It doesn't consent to this going forward, and it's Novell's view that SCO must get its consent, which it won't give. And just in case the court forgot, Novell reminds it that SCO needs its consent to assign the APA:
15. Finally, and of the utmost importance, APA Section 9.5(c) expressly prohibits its assignment by SCO without Novell’s consent.
So, no funny business, please, your honor.

Here are the filings:

10/25/2010 - 1191 - Objection of Novell, Inc. To Notice of Cure Amounts (related document(s) 1184 ) Filed by Novell, Inc., SUSE Linux GmbH (Attachments: # 1 Exhibit # 2 Exhibit # 3 Exhibit # 4 Exhibit) (Greecher, Sean) (Entered: 10/25/2010)

The exhibits are:
1 - Findings of Fact and Conclusions of Law, by the Hon. Ted Stewart, in SCO Group v Novell, the second trial in 2010, 2:04-cv-139-TS.

2 - Final Judgment from the second trial.

3 - The PACER docket listing from July of 2010 to the bitter end for SCO in October of 2010, in SCO Group v Novell, from docket numbers 881 (the notice of appeal) through 893. It also provides a list of every lawyer who ever worked on this case.

4 - Novell's proof of claim for costs from the 2008 Utah trial.

As for the Novell Agreements, or parts thereof, Novell isn't clear what SCO means to do. The notice is vague:

1. The Notice Is Vague in Certain Respects

5. As a preliminary matter, Novell finds certain aspects of the Notice so vague as to create serious uncertainty as to the Trustee’s intentions. First, the information in Exhibit A-2 to the Notice leaves it unclear whether the Trustee is purporting to assume and assign the APA itself, or only the SVRX Licenses (also defined below). Novell is advised unofficially that the Trustee’s intent is only the latter. However, out of caution Novell will address both possibilities.

In the end, both essentially share certain key underlying issues regarding assumption and assignment, whether the Trustee intends to try to assume and assign both the APA and the SVRX Licenses, or just the SVRX Licenses. There are not only cure amount issues, but fundamental questions about the Trustee’s ability to assume assign any of the Novell Agreements without Novell’s consent. Novell does not give its consent.

6. Similarly, Novell is not able to identify certain of the Novell Agreements listed on page 108 of Exhibit A-3 of the Notice (the “Unix Agreements”). For example, one of the Unix Agreements listed is described solely as “SOFT-01460.” There are no additional details or identification of corresponding products licensed through this purported agreement.3 As a result, Novell is unable at this time to adequately respond on the issue of whether these supposed agreements are assumable. Novell reserves the right to object to the assumption and assignment of the Unix Agreements until such time that the Trustee supplies Novell with necessary clarification.

____________
3 This is precisely the same problem that Novell noted in response to the last effort by the Debtors as debtors in possession to effect a sale. (See Novell’s Response to the Debtors’ Notice of Cure Amounts (Dkt. No. 858) 2, 4.) It thus appears that the Trustee has proceeded largely by adopting the work of the Debtors.

Nobody trusts SCO any more, that's clear. So it's cover all possibilities. Novell summarizes the problems like this:

2. Summary of Substantive Issues

7. Though important, vagueness is the least of the Notice’s problems. The first set of issues concerns the cure amounts. If the Trustee intends to(and can otherwise) assume and assign the APA itself, the $73,000+ cure amount listed by the Trustee on Exhibit A-2 is wholly inadequate. Even if the Trustee only intends to assume and assign only the SVRX Licenses (if that is permissible, which Novell will explain shortly it is not), Novell cannot confirm the purported $73,000 cure amount because the Trustee and the Debtors have failed for many months to provide the required royalty reports to Novell.

8. Two further sets of issues concern basic issues of assumability and assignability. First, the Novell Agreements cannot be assumed and assigned without Novell’s consent. Novell does not consent. Second, the Novell Agreements cannot be assumed and assigned separately; they must (along with certain other agreements) be read as a single agreement; under applicable law, the Trustee must assume and assign all of those agreements or none of them, but he is not proposing to do so even if he otherwise could.

9. Because of the insurmountable obstacles for the Trustee to assumption and assignment whatever may be the proper cure amounts, any monetary cure would be futile because the Trustee still could not assume and assign the Novell Agreements.

10. Finally, having failed to disclose who the bidders are or may be, let alone provide any financial and other information about them, the Trustee has not produced any evidence of adequate assurance of future performance of the Novell Agreements.

SCO had until October 25 to let Novell know who the winning bidder at the auction was, but apparently that hasn't happened. You'd think the purchaser might want to know the rights Novell has under the APA and realize it's necessary for it to get Novell's consent. Get a load of this footnote:

9 It would seem that at the very least the Purchaser would want Novell’s voluntary consent anyhow. Otherwise, the Purchaser faces the prospect of an unhappy Novell exercising certain of its rights that will detract from the value of the deal the Purchaser makes with the Trustee. For example, Novell, as laid out above, will have the right to require the Purchaser “to [re]assign [to Novell at Novell’s sole pleasure] any rights to . . . any SVRX License to the extent so directed in any manner or respect by” Novell. APA § 4.16(b) (emphasis added). Similarly, under the same provision of the APA, Novell can require the Purchaser to waive certain claims the Purchaser might otherwise have under the SVRX Licenses. See Final Judgment (Exhibit B hereto) 1-1, ¶3.)
Novell can undo what SCO tries to do, if it tries to sell without Novell's consent, despite the APA saying SCO can't do that in the first place.

It appears also, Novell says, that there is no "stalking horse" bidder:

1. The Trustee has not yet announced a proposed transaction in connection with the Sale Motion; his form of asset purchase agreement is unexecuted and lacks the relevant schedules. Evidently, the Trustee’s marketing process has not produced a “stalking horse” bidder. The Trustee is supposed notify Novell and others of any successful bidder immediately following an auction scheduled for October 25, 2010. (Sale Procedures Order ¶ 7.g.)
What. No one wants to buy these fabulous assets? Or is it that no one wants to tell Novell who it is?

And SCO can't cut up the agreements and assign some and retain the rest. It's all or nothing, Novell points out, under the law:

18. Novell’s objections to the Notice also require a brief summary of applicable principles of law. The Trustee must take each contract as he finds it, with all of its burdens along with its benefits. He thus may only assume a contract in whole; he cannot pick and choose which provisions or benefits or burdens he wishes to assume and assign and which he wishes to shed. In re Fleming Cos., 499 F.3d 300, 308 (3d Cir. 2007). The assumption and assignment of a contract is “‘intended to change only who performs and obligation, not the obligation to be performed itself.’” Id. (citation omitted) (emphasis added).
And if there are related documents, making up a whole, they have to be considered as one. That was SCO's favorite argument about the Amendment 2 to the APA, if you recall:
24. Based upon Exide Technologies, it is clear that the Novell Agreements are part of an integrated transaction that includes all of the APA Agreements. Consequently, the Trustee must assume all of the APA Agreements (not just the narrower class of the Novell Agreements set forth in Notice Exhibits A-2 and A-3) or none of them. Exide Techs.; Fleming Cos. Here the Trustee does not appear to be trying to assume all of the APA Agreements, but only the Novell Agreements (the APA (or just the SVRX :Licenses) and the agreements on Exhibit A-3). For that reason alone, Trustee cannot assume any of them.
Further, Novell says, the "Trustee may not assume, let alone assign, licenses of copyrights from the copyright holder without the former’s consent." And guess who is the copyright holder in this picture? It's been litigated up the wazoo, and it's Novell, every time.

P.S., Novell says, SCO owes us some real money not mentioned in its Notice, a whole lot more than the $73,000+ SCO does list:

17. Previously, Novell had also obtained an award in the District Court against SCO of $3,506,526 (including pre- and post-judgment interest), plus as-yet undetermined costs of up to $127,432.20.7 Of that sum, $625,486.90 plus accrued interest thereon was paid last Spring as funds held in trust for Novell (see Agreed Order Approving Stipulation [etc.] (Dkt. No. 1126), but the balance of about $2,881,040 (plus costs) remains unpaid....

22. If the Trustee intends to assume and assign the APA itself, the cure amount of $73,436.91 listed on Exhibit A-2 as being owed to Novell plainly is incorrect. It appears to comprise only the SVRX royalties the Trustee believes are due under Section 4.16 of the APA. It clearly does not include the $2.88 million balance owed to Novell pursuant to final judgment of the District Court in favor of Novell. Even if the Trustee could otherwise assume the APA, a subject Novell will discuss later in this brief, he cannot do so without paying the full balance of the judgment (including costs once awarded).

23. Second, Novell cannot independently confirm whether the $73,436.91 cure amount listed as due and owing as of September 30, 2010 is accurate even as to the SVRX Royalties alone. The Debtors and the Trustee have for many months failed to deliver the monthly reports required of them under APA Section 1.2(b) that Novell depends on for royalty information. Hence, whether the Trustee intends to assume the APA and the SVRX Licenses, or just the SVRX Licenses (if they can), the cure amount in the Notice as to the SVRX Licenses requires further documentation by the Trustee and review by Novell.

Even if Novell were to consent to assignment of the APA, it couldn't do so before being able to evaluate the purchaser:
27. Because the Trustee has not identified the prospective Purchaser or exactly what the Purchaser will be purchasing – there being no actual purchase agreement yet – he cannot yet provide Novell with adequate assurance of future performance of the terms and conditions of the Novell Agreements (and, indeed, of the larger family of APA Agreements) to which Novell is entitled under Code section 365(f)(2)(B). Should the Trustee have and identify a Purchaser by October 25, 2010 in accordance with Sale Procedures Order ¶¶ 7.e-g., Novell has until November 1 to raise any issues it has regarding the Purchaser’s ability to provide adequate assurance of future performance of both the Novell Agreements and, more generally, the APA Agreements that encompass the Novell Agreements (if, as Novell contends, the Trustee must assume and assign the latter to assume and assign any of the former and the Trustee seeks to do so. (Sale Procedures Order ¶ 7.h.) Novell observes in the interim that adequate assurance will require an assessment not only of such matters as the Purchaser’s technical competence and financial wherewithal, but also (if the Court agrees that the Purchaser must assume the APA) of the Purchaser’s ability to develop the “Business” Novell sold to SCO in accordance with APA Section 4.18. This provision means that the Purchaser must do more far more than simply collect and remit the SVRX Royalties, for example.
Here's Novell's conclusion:
The Notice and cure amounts therein fail to satisfy the standards for assumption and assignment of the Novell Agreements requires. In addition, cures would in any case be futile because, even apart from the open adequate assurance issue, the Trustee cannot assume the Novell Agreements.
SCO is such a tease. Just tell us already.

In short, to quote that profound legal scholar, Yogi Berra, "It's déjà vu all over again."


  


Novell Objects to SCO's Notice of Cure Amounts. It's Déjà Vu All Over Again. | 366 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
OK
Authored by: maroberts on Tuesday, October 26 2010 @ 01:44 AM EDT
Is the Bankruptcy Court likely to take any notice of Novells objections?
Previously its been doing a pretty good line in ignoring them....

[ Reply to This | # ]

Corrections
Authored by: alisonken1 on Tuesday, October 26 2010 @ 01:49 AM EDT
Please list a quick correction in the subject line, then fill in the rest in the
comments

---
- Ken -
import std_disclaimer.py
Registered Linux user^W^WJohn Doe #296561
Slackin' since 1993
http://www.slackware.com

[ Reply to This | # ]

and BOOM goes the dynamite
Authored by: Guil Rarey on Tuesday, October 26 2010 @ 02:11 AM EDT
Reality, bankruptcy court; bankruptcy court, reality -- it's good you 2 finally
meet.

---
If the only way you can value something is with money, you have no idea what
it's worth. If you try to make money by making money, you won't. You might con
so

[ Reply to This | # ]

I guess a lawyer can't say "this farce has gone on long enough"
Authored by: benw on Tuesday, October 26 2010 @ 02:21 AM EDT
The lawyers have to say "And then, if it please the court, the party of the
first part did run out of the first door, across the corridor, while wearing a
nightgown, and in through the second door, directly across from the first door,
as indicated in exhibit Q. And then, m'lud, a seltzer bottle was produced, as
witness exhibits R-Z." And they just have to keep on doing it over and over
again in excruciating detail until the *judge* says "this farce has gone on
long enough."

Because, really, this farce has gone on long enough.

[ Reply to This | # ]

$73,000+
Authored by: Anonymous on Tuesday, October 26 2010 @ 05:16 AM EDT
The plus sign covers the remainder, right? :p

[ Reply to This | # ]

Newspick discussions here please
Authored by: tiger99 on Tuesday, October 26 2010 @ 06:32 AM EDT
.

[ Reply to This | # ]

What is Cahn, the Trustee, up to?
Authored by: hopethishelps on Tuesday, October 26 2010 @ 06:51 AM EDT

The current obfuscation does sound like the old SCO.

But it shouldn't. The old SCO management team is - supposedly - no longer in charge. The decisions are being made by a Trustee, Edward Cahn. One of his duties is to look out for the interests of the creditors.

But his actions recall those of the long-gone Darl at his worst. The monthly operating reports still say he hasn't had time to go over the accounts properly. Last-minute surprises still get sprung on the bankruptcy court, and on the creditors. Nonsensical positions have still been taken in litigation. And now this, which looks amateurish at best (that's the most charitable interpretation).

I think some serious investigation needs to be done here. What is Cahn trying to do? Whose interests are top of his list? Who is he listening to?

And, finally, is there a procedure for removing a Trustee who is manifestly ignoring his statutory duties?

[ Reply to This | # ]

Off topic here please
Authored by: tiger99 on Tuesday, October 26 2010 @ 07:00 AM EDT
.

[ Reply to This | # ]

Seems Novell is fed up with the Trustee...
Authored by: Anonymous on Tuesday, October 26 2010 @ 07:04 AM EDT
"It thus appears that the Trustee has proceeded largely by
adopting the work of the Debtors."

That's a good one!

I think it takes quite a bit to make a creditor issue such
criticizing statements.

__
magicmulder

[ Reply to This | # ]

Comes may go here.....
Authored by: tiger99 on Tuesday, October 26 2010 @ 07:07 AM EDT
.

[ Reply to This | # ]

Novell Objects to SCO's Notice of Cure Amounts. It's Déjà Vu All Over Again.
Authored by: MauriceS on Tuesday, October 26 2010 @ 09:29 AM EDT
I am intrigued by Novell's reference in para 13 to a recent appeal decision.
Surely this is not SCO's appeal from the Utah jury trial which has been
rejected?

[ Reply to This | # ]

What powers does the BK judge have?
Authored by: Anonymous on Tuesday, October 26 2010 @ 09:57 AM EDT
BK judges have quite a bit of power to modify existing contracts and
debts. Can he void the sections of the contract that Novell is using to
object?

[ Reply to This | # ]

There may be no real licenses to sell
Authored by: cassini2006 on Tuesday, October 26 2010 @ 09:58 AM EDT

Going through the list of licenses, I did a text search on the year. 2004 was the last year new licenses were being signed. The majority of the worthwhile licenses were signed in the mid to late 1990's.

It could be that SCO's business is essentially dead. Everyone is arguing about legacy maintenance contracts, and even these contracts don't matter, as the customers are not using SCO software any longer.

In all important aspects, SCO has stopped being a software company. It has no plans for the future. For example:
- SCO's software only works in a virtual machine, because they have not updated the hardware drivers.
- SCO's software does not support IPv6, and isn't planned to do so.
- SCO's software is 32-bit, in a 64-bit server world.
- SCO's software has almost no market. SCO's software has essentially no presence amongst any leading web supplier. For in-house applications, customers have had 6 years to port their systems to another operating system.
In all likelihood, SCO's software sales to "new applications" have been dead for 6 years.

As such, much of this discussion could be about obsolete contracts that no longer matter to anyone, (with the exception of winning lawsuit dreams.)

Even if you got the rights to the once mighty UNIX, what would you do with it? Put it in a museum?

[ Reply to This | # ]

Why 'utmost importance'?
Authored by: Jim Olsen on Tuesday, October 26 2010 @ 11:59 AM EDT
In paragraph 15, Novell says:
Finally, and of the utmost importance, APA Section 9.5(c) expressly prohibits its assignment by SCO without Novell’s consent.
I'm puzzled. My understanding is that under Se ction 365 of the Bankruptcy Code such non- transferability provisions have no legal force against an assumption and assignment such as SCO proposes. Why does Novell say it's important when it would appear to be irrelevant?

---
Jim ---

Success in crime always invites to worse deeds. - Lord Coke

[ Reply to This | # ]

Novell’s consent to assign the APA
Authored by: Gringo on Tuesday, October 26 2010 @ 12:03 PM EDT

15. Finally, and of the utmost importance, APA Section 9.5(c) expressly prohibits its assignment by SCO without Novell’s consent.

We can safely assume, then, that Novell gave its formal consent when the Unix business passed from the old SCO to the new SCO, but do we have some formal document to that effect? What kind of public discussion was there about that at the time? Now I am thinking back to the press releases at the time of the original sale, which were featured as exhibits in recent court case. Were there similar press releases when the Unix business passed to the new SCO?

The reason that I ask is that whatever happened at the oldSCO->newSCO transition boundary back then establishes a sort of precedent for how any future transition should be handled, in my none-legally trained mind.

[ Reply to This | # ]

funny business
Authored by: nola on Tuesday, October 26 2010 @ 01:24 PM EDT
So, no funny business, please, your honor.

Since when has that mattered to BK Court?

It seems to me that if this Judge doesn't like the rules he just ignores them.

No-one's called him on it yet.

[ Reply to This | # ]

Novel and the law don't matter
Authored by: Anonymous on Tuesday, October 26 2010 @ 03:32 PM EDT
Judge Gross does not care. He will do whatever Cahn tells him to without regard
to his duty to the law. After that, it's just a matter of Novell deciding if it
wants to appeal to the district.

[ Reply to This | # ]

The Gloves Are Off
Authored by: Anonymous on Tuesday, October 26 2010 @ 04:00 PM EDT
I get the distinct impression that Novell has decided that there in no love lost
on the Trustee. After the latest judgement, Novell has a firm grip on SCOs
privates, and they are happy to squeeze a bit harder. Paybacks can be rough...

[ Reply to This | # ]

Eastern Daylight Time
Authored by: Anonymous on Tuesday, October 26 2010 @ 06:18 PM EDT
Is it still daylight saving time in Delaware? In other places, known as summer
time? I guess it must be, given the ambient hot air. Yes, seems the clocks will
not change until November 7, still summer time in Delaware.

I am not a lawyer. Are you? Cahn is! Cahn is an experienced lawyer, and the BK
court is no stranger to Cahn, and an ex judge to boot, with a courthouse in his
name. If you can think of it, as a legal argument, Cahn and friends had already
thought of it, and already had an answer for the BK court of Delaware.

I am a software developer. I've known so much about Un*x, about BSD, about SVRX,
about Linux ... and these days I know mare than I cared to ever know about
Windows, but it pays the mortgage and (future) college fees (so, please be
merciful).

I have no grounded reason to think, for one moment, that the BK court of Judge K
Gross in Delaware is much different from the BK court of Judge A N Other in
Delaware. Do you?

I would assume that the Novell objection to the Notice of Cure amounts will
simply be over-ruled, and can be simply over-ruled. I assume Cahn knows this,
Gross knows this, and Novell's lawyer know this as well.

It must be summer time in Delaware, still.



[ Reply to This | # ]

Chapter 11 companies - do they have to obey the law and their contracts?
Authored by: kh on Tuesday, October 26 2010 @ 07:11 PM EDT
Or can they do whatever they like? Converting and effectively stealing Novell's
money with gay abandon?

Where is the law in this?

Why aren't we seeing a move to convert SCO to Chapter 7?

[ Reply to This | # ]

Novell Objects to SCO's Notice of Cure Amounts. It's Déjà Vu All Over Again.
Authored by: dmarker on Tuesday, October 26 2010 @ 10:34 PM EDT

Hmmmm, after reading everyone's thoughts & comments re the position Cahn & tSCOg are in after Novell's objection, only one phrase comes to mind ...

"How now, brown cow" ?

DSM

(I vaguely recall it being said by Daffy Duck speaking to Elmer Fudd after Fudd blew the barrel off his gun while trying to terminate Daffy. Both characters seem appropriate to some sort of role within the tSCOg saga - not sure who is who though :) :) )

 

[ Reply to This | # ]

The prospect of an unhappy Novell
Authored by: Gringo on Wednesday, October 27 2010 @ 09:49 AM EDT

It would seem that at the very least the Purchaser would want Novell’s voluntary consent anyhow. Otherwise, the Purchaser faces the prospect of an unhappy Novell exercising certain of its rights that will detract from the value of the deal the Purchaser makes with the Trustee.

In other words, a warning to prospective buyers - don't even think about buying any part of SCO's APA-related assets, or the full weight of Novel's legal resources will come down on you so hard you will wish you were dead. That is a not too subtle threat that immediately ends any possibility of anyone bidding unless they are at least bigger than Novell. Even if such a purchaser feels capable of facing Novell's wrath, it would likely become so expensive as to not be worth the effort.

This leads me to speculate that this being published here on Groklaw, along with all the enlightened comments from PJ on down, could potentially be the most upsetting article yet for Cahn and his pals, since it could be construed as directly interfering in their efforts. I really doubt anybody would dare to bid on the assets now after reading this.

Perhaps no other article posted during Cahn's entire tenure would have had such a direct impact. Then we might speculate that Cahn and his Darkside Force BS&F may try to attack Groklaw?

Of course many articles on Groklaw would have been similarly upsetting to the old SCO board. In fact they did attack Groklaw once in the past, but never tried anything again. Now, however, with Cahn in charge, they may decide to to try a different approach to take down Groklaw.

[ Reply to This | # ]

my remedy
Authored by: Anonymous on Wednesday, October 27 2010 @ 12:53 PM EDT
novell buys sco for a buck
saves 7 years of court costs and taxes and we all go home with linux on a
computer

i know i can dream

[ Reply to This | # ]

  • my remedy - Authored by: benw on Wednesday, October 27 2010 @ 01:11 PM EDT
    • my remedy - Authored by: Anonymous on Wednesday, October 27 2010 @ 08:00 PM EDT
      • my remedy - Authored by: benw on Friday, October 29 2010 @ 03:36 PM EDT
  • my remedy - Authored by: Anonymous on Wednesday, October 27 2010 @ 02:24 PM EDT
    • my remedy - Authored by: benw on Wednesday, October 27 2010 @ 04:41 PM EDT
      • my remedy - Authored by: Anonymous on Thursday, October 28 2010 @ 01:11 AM EDT
    • my remedy - Authored by: Ian Al on Thursday, October 28 2010 @ 03:43 AM EDT
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