From: bzs@ussr.std.com (Barry Shein)
Subject: Re: 32/V licensing
Organization: The World
	<1992Aug20.235637.21040@njitgw.njit.edu>
	<KANDALL.92Aug21141122@globalize.nsg.sgi.com>
	<BZS.92Aug21192010@ussr.std.com>
	<KANDALL.92Aug24143319@globalize.nsg.sgi.com> <Aug.25.21
	<KANDALL.92Sep2140008@globalize.nsg.sgi.com>
Date: Thu, 3 Sep 1992 00:41:55 GMT


[Unnecessary Preface and not particularly aimed at anyone: Some of
this stuff is to law what those Time-Life books are to computers, I
ain't a lawyer, but this stuff ain't subtle, techies really really do
not understand the law and keep falling back on how they hope it might
work, e.g. driven by broad, sweeping algorithms with deterministic
results, rather than how it might work, driven by zillions of special
cases and nearly total indeteriminancy beyond the educated guess.]

From: kandall@nsg.sgi.com (Michael Kandall)
>First you said some fundamental change in conditions/assumptions
>invalidates the contract, then you provided the soundbite above that
>"there should be plenty of room for negotiation", now you are back to
>the contract being invalidated.  Could you please clarify whether
>these are two different points, or different aspects of the same
>point.

It is the same point, the potential (fear, anxiety, worrisomeness) of
the contract being invalidated should provide leverage to negotiate.

As I have said repeatedly: The law is not a predictable algorithm,
particularly in cases like these.

The best you can do is hedge your bets.

If it comes to light (e.g. a judge's comment is often a big hint) that
there is a good possibility of your contract being invalidated
entirely then the responsible move is to smile broadly, request a
recess, invite your rivals out for a nice cup of coffee, and pull the
plug on the whole thing (i.e. come to some middling agreement and drop
the case) before you get a decision you don't like.

An invalidated contract is not what you walk into the courtroom with,
it is something you stand a chance of walking OUT of the courtroom
with.

If USL senses that, and I think well they should, then that is a
motivation to come to some more peaceable arrangement (that was the
original question, WHY would USL come to some middling grounds, of
what benefit would it be to them? I laid out one, and only one,
possibility.)

>I do not think the contract is invalidated in any way by AT&T's
>deregulation.

That is a nice opinion. What do you base it on?

For example, what would you stake on whether or not there exists
another contract (in the entire AT&T telecommunications domain) that
was invalidated by the deregulation? For example, can you spell
FTS2000? And isn't UCB a state (govt) school? Hmm, maybe not directly
relevant, but an interesting parallel to work from (and if you don't
know what FTS2000 is boy oh boy are you out of your league with
opinions.)

>UCB signed a contract saying they would keep the
>UNIX code "in confidence", and in USL's opinion, they aren't.

No doubt if we had small children running our legal system that would
indeed be what contract law comes down to: ``you promised!''

Fortunately or unfortunately, it's all a good deal more complicated
than that.

--
        -Barry Shein

Software Tool & Die    | bzs@world.std.com          | uunet!world!bzs
Purveyors to the Trade | Voice: 617-739-0202        | Login: 617-739-WRLD