We have found some information regarding Ed Chatlos, the ex-Novell employee who submitted a declaration on behalf of SCO.
You may remember that I remarked about the shift in tone in his declaration, from that of a participant in the earlier paragraphs to a more vague opinion on the documents, based on reading them.
In his declaration, he opined that the Technology Agreement was Novell licensing from SCO the use of the UNIX source code.
It turns out that Mr. Chatlos left Novell and joined AT&T in January of 1996, as you can see from this interview Dr Stupid found:
"MODERATOR: Welcome! Today's guest Ed Chatlos joined AT&T in January 1996 and is currently AT&T WorldNet® Service's Vice President and General Manager. Ed oversees all Marketing, Sales, Product Management & Strategy functions on AT&T WorldNet Service. In his Corporate Internet Strategy role he is responsible for developing and implementing an Internet strategy for the consumer markets.
MODERATOR: Prior to joining AT&T he was a Senior Director for Business Development and Mergers and Acquisitions for the Platform business of Novell, Inc."
The TLA and the Amendment 1 to the Asset Purchase Agreement are dated December 6 of 1995. Amendment 2 is dated October of 1996, long after he had left Novell.
Notice that on page 18 of SCO's Memorandum in Opposition, it says that Mr. Chatlos "held day-to-day responsibility for the potential deal and acted as the principal interface with SCO on the business negotiations for Novell. During the Novell-SCO negotiations, Mr. Chatlos met regularly with SCO representatives, sometimes several times a week, from June to September 1995." [emphasis added]
The APA's Amendment 1 and the TLA are dated *December* of 1995, not September of 1995. There is a three month gap, then, between his involvement ending and the signing of the contract. That alone might explain why he might not have had all the information regarding copyright transfer. And for sure he couldn't have been involved with the signing of Amendment 2 (and not likely the negotiations either), because it's dated October of 1996.
I also note he was introduced by the AT&T interviewer as "a Senior Director for Business Development and Mergers and Acquisitions for the Platform business of Novell, Inc.", not "the" Senior etc. That confirms what we suspected, that he was involved in the business side, not the legal. And obviously the legal side is what matters in the end.
Now I've seen how contract negotiations work, naturally, being involved as a paralegal. And after the business guys set up the general deal, the lawyers get to work, drawing up the actual terms in writing. And there are typically further negotiations after the first draft is drawn up, and further pushings and shovings back and forth until everyone is happy with all the details. This is when issues like what precisely would transfer would be discussed, because some paralegal would have to come up with the list for the schedules of what was included in the deal and what was excluded to attach to the contract.
This detail, that Chatlos was no longer involved from September onward punches quite a hole in his value as a witness as to the intent of the documents, I think, because it looks to me like he missed the part of the deal-making where the lawyers are involved, and then he left the company and wasn't involved at all for the rest. That three month gap raises questions in my mind: were there still issues being worked out? If not, why not sign the contracts in September of 1995?
I think that may explain his very cautious language. He stopped being directly involved, the declaration indicates, in September of 1995. He can hardly give first-hand testimony regarding the entire negotiations process on documents that were not signed until December, can he? SCO would need to fill in that gap somehow. And as for Amendment 2, Mr. Chatlos simply wasn't around, having left Novell's employ by January of 1996.