On Tue, 07 Sep 2004 14:51:59 GMT, Joe Dunning <joe@dev.null> wrote:

>On 2004-09-07, Tony Lawrence <pcunix@gmail.com> wrote:

>> Caldera as a competitor to IBM ??

>Arguably, yes, UW on Intel as a competitor to AIX on PPC or x86.

I don't think you read the Project Monterey agreement. SCO owned UW7
prior to the Caldera purchase of SCO. Thus IBM was already dealing
with an alleged competitor. In addition, IBM was agreeing to help
sell this competitors UW7 product as part of Project Monterey.

What Tony is asking how the change of SCO to Caldera ownership could
have presented any form of *ADDITIONAL* competition to IBM. Caldera
was a Linux seller and IBM did not have a Linux product or strategy at
the time. There's no competition, therefore there's no threat, and
therefore should not have pulled the plug merely because of some
alleged competition.

>But
>that is not the point. It's frequently difficult to define a competitor
>in a way that is suitable for a contract, so contracts just talk about
>change of control, they don't attempt to limit to the company being
>controlled by a competitor.

Baloney. One of the major components of any joint development
contracts is to separate the areas of non-involvement, define the
areas of co-operation, and divide the pie in terms of expenses and
profits. This was done fairly well in the Project Monterey agreement.
There's no way the addition of Linux to the puzzle could have
constituted much of a change of competitive position for either party
as defined in the agreement.

>Perhaps nothing, but arguably, IBM entered the contract with the
>expectation that they would be dealing with SCO (old-SCO that is) and
>not Caldera. So, arguably, it was SCO that did not hold up its end of
>the contract.

Got it. It's the people with whom your dealing that are important,
not the substance or intent of the agreement. If I don't like your
face, I won't do business with you. Swell.

Did you notice that only IBM had the contractual ability to pull out
unilaterally and without much justification or compensation?
Dissolution clauses are usually very detailed. I can think if several
reasons why SCO had allowed this to happen. The one I don't like to
think about is that SCO may not have expected the company to survive
the length of the agreement and therefore didn't care.

>Anyway, we are discussing our opinions of the expectations people had
>going into the contract. The real issue is that IBM had the right to
>terminate and so, there is no justification for TSG to sue over
>this. People involved may be upset over the way things turned out, but
>ultimately, as you agreed, SCO's management screwed up when they agreed
>to the terms. I don't think TSG has a valid reason to sue just because
>of bad decisions by SCO.

I just really hate to agree with you, but I think you're absolutely
correct. This shouldn't have happened. Desperation makes people and
companies do desperate things. We would all be better off if none of
this had happened.


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