United States District Court 

for the District of New Hampshire 

Dynamic Network Services, Inc., 

 Plaintiff 

vs. No. 06-cv-37-JM

Timothy J. Wilde, 

 Defendant 

Answer to Amended Complaint

Now comes Timothy J. Wilde (“Mr. Wilde”), Defendant in the above-entitled matter, and 

by and through his attorneys, Pierce Atwood LLP, presents the following Answer to the 

Amended Complaint (“Complaint”) of Dynamic Network Services, Inc. (“DynDNS”): 

Introduction: The Complaint contains an unnumbered “Introduction” that does not 

appear to require a response. To the extent a response is deemed required, Mr. Wilde denies the 

allegations contained therein. 

1. Mr. Wilde admits the allegations set forth in paragraph 1 of the Complaint. 

2. Mr. Wilde admits the allegations set forth in paragraph 2 of the Complaint, but 

points out that he serves as Chairman of the Board of Directors and owns 56.25% of the stock of 

DynDNS, not 56%. 

3. Mr. Wilde admits the allegations set forth in paragraph 3 of the Complaint, but 

points out that Messrs. Hitchcock and Daly each own 21.875% of the stock, not 22%. 

4. Mr. Wilde admits the allegations set forth in paragraph 4 of the Complaint. 

5. Mr. Wilde admits the allegations set forth in paragraph 5 of the Complaint. 

6. Mr. Wilde admits the allegations set forth in paragraph 6 of the Complaint. 

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7. Mr. Wilde admits the allegations set forth in paragraph 7 of the Complaint. 

8. Mr. Wilde admits the allegations set forth in paragraph 8 of the Complaint. 

9. Mr. Wilde admits the allegations set forth in paragraph 9 of the Complaint. 

10. Mr. Wilde admits the allegations set forth in paragraph 10 of the Complaint. 

11. Mr. Wilde admits the allegations set forth in paragraph 11 of the Complaint to the 

extent it is suggested that the discussions depicted therein took place at or about the times 

specified, but is otherwise without knowledge of the precise dates. 

12. Mr. Wilde admits the allegations set forth in paragraph 12 of the Complaint to the 

extent it is suggested that the discussions depicted therein took place at or about the times 

specified, but is otherwise without knowledge of the precise dates. 

13. Mr. Wilde admits the allegations set forth in paragraph 13 of the Complaint. 

14. Mr. Wilde admits the allegations set forth in paragraph 14 of the Complaint. 

15. Mr. Wilde admits the allegations set forth in paragraph 15 of the Complaint. 

16. Mr. Wilde admits the allegations set forth in paragraph 16 of the Complaint to the 

extent it is suggested that on July 31, 2004, Wilde, Reinhardt, Hitchcock and Daly signed the 

legal documents that implemented and effectuated the reorganization plan. Mr. Wilde denies the 

remaining allegations set forth in paragraph 16 of the Complaint. 

17. Mr. Wilde admits the allegations set forth in paragraph 17 of the Complaint. 

18. Mr. Wilde admits the allegations set forth in paragraph 18 of the Complaint. 

19. Mr. Wilde admits the allegations set forth in paragraph 19 of the Complaint to the 

extent it is suggested that, in the fall of 2004, he began to travel to California for personal 

reasons and that, not long thereafter, he began devoting significant time to working on DynDNS 

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business from Davis, California. Mr. Wilde is without knowledge of truth or falsity of the 

remaining allegations set forth in paragraph 19 of the Complaint. 

20. Mr. Wilde admits the allegations set forth in paragraph 20 of the Complaint to the 

extent it is suggested that he agreed to, and appeared for, an interview with a high technology 

company that had approached him. Mr. Wilde further admits that he and Messrs. Daly and 

Hitchcock met with DynDNS’ corporate counsel at that time to discuss, among other things, a 

prospective buyout of Mr. Wilde’s interest, but denies the implicit suggestion that the impetus 

for the meeting with corporate counsel was Mr. Wilde’s job interview. Mr. Wilde also admits 

that upon his return from vacation, he reaffirmed that which he previously informed Messrs. 

Daly and Hitchcock, to wit: that he did not wish to be bought out. Mr. Wilde denies the 

remaining allegations set forth in paragraph 20 of the Complaint. 

21. Mr. Wilde admits the allegations set forth in paragraph 21 of the Complaint to the 

extent it is suggested that in the late spring of 2005, Mr. Wilde indicated his desire to move to 

California. Mr. Wilde further admits that during the early summer of 2005, Messrs. Wilde, 

Hitchcock and Daly began to discuss restructuring Mr. Wilde’s role in the company. Mr. Wilde 

denies the remaining allegations set forth in paragraph 21 of the Complaint. 

22. Mr. Wilde denies the allegations set forth in paragraph 22 of the Complaint to the 

extent it is suggested that the restructuring plan was developed without consultation with 

DynDNS’ attorney. Mr. Wilde admits the remaining allegations set forth in paragraph 22 of the 

Complaint. 

23. Mr. Wilde admits the allegations set forth in paragraph 23 of the Complaint to the 

extent it is suggested that in late July 2005, Mr. Hitchcock directed DynDNS’ corporate counsel 

to draft legal documents that, upon execution, would restructure the company in the manner 

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jointly desired by Messrs. Wilde, Daly and Hitchcock. Mr. Wilde further admits that DynDNS’ 

corporate counsel drafted the documents. Mr. Wilde denies the remaining allegations set forth in 

paragraph 23 of the Complaint. 

24. Mr. Wilde admits the allegations set forth in paragraph 24 of the Complaint to the 

extent it is suggested that on August 4, 2005, Wilde, Hitchcock and Daly executed formal 

agreements that restructured the company. Mr. Wilde denies the remaining allegations set forth 

in paragraph 24 of the Complaint. 

25. Mr. Wilde admits the allegations set forth in paragraph 25 of the Complaint. 

26. Mr. Wilde admits the allegations set forth in paragraph 26 of the Complaint to the 

extent it is suggested that the parties’ previously strained relationship became even more strained 

after Mr. Wilde’s departure in August 2005. Mr. Wilde is without knowledge of truth or falsity 

of the further allegation that during the course of the specified teleconferences, Messrs. “Daly 

and Hitchcock raised the issue of buying out [Mr.] Wilde” or that “Mr. Wilde indicated that he 

was not ready to be bought out of the Company.” Mr. Wilde admits the remaining allegations 

set forth in paragraph 26 of the Complaint. 

27. Mr. Wilde admits the allegations set forth in paragraph 27 of the Complaint to the 

extent it is suggested that relations continued to deteriorate. Mr. Wilde further admits that 

Messrs. Wilde, Daly and Hitchcock agreed that the principals would meet face-to-face in New 

Hampshire to discuss strategic and long-term operational issues, but denies that the decision to 

meet in this fashion and at the time specified followed the October 2005 teleconferences. 

Rather, the principals agreed to routine quarterly in-person meetings to address operational 

issues before Mr. Wilde left for California. 

28. Mr. Wilde admits the allegations set forth in paragraph 28 of the Complaint. 

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29. Mr. Wilde admits the allegations set forth in paragraph 29 of the Complaint. 

30. Mr. Wilde admits the allegations set forth in paragraph 30 of the Complaint, but 

further points out (a) that he expressed his preference for other available options; and (b) that he 

would need to consult with personal counsel before undertaking any commitment to a buyout. 

31. Mr. Wilde admits the allegations set forth in paragraph 31 of the Complaint to the 

extent it is suggested that after further discussion of available options, only one of which was a 

buyout, the principals agreed to revisit these options after the holidays. Mr. Wilde denies the 

remaining allegations set forth in paragraph 31 of the Complaint. 

32. Mr. Wilde admits the allegations set forth in paragraph 32 of the Complaint to the 

extent it is suggested that in early January 2006, he e-mailed Messrs. Hitchcock and Daly 

requesting that the principals discuss three available options, only one of which was a buyout. 

Mr. Wilde denies the remaining allegations set forth in paragraph 32 of the Complaint. 

33. Mr. Wilde is without knowledge of the truth or falsity of the allegation, set forth 

in paragraph 33 of the Complaint, that Messrs. Hitchcock and Daly “discussed amongst 

themselves the potential terms of a buyout plan whereby the Company would purchase [Mr.] 

Wilde’s interest in [DynDNS] and [Mr.] Wilde would transition out of [DynDNS].” Mr. Wilde 

admits the allegations set forth in paragraph 33 of the Complaint to the extent it is suggested that 

on the night of January 12, 2006, Mr. Daly sent Mr. Wilde an “Intent to Purchase Outline” that 

envisioned discussion among the principals and corporate counsel of “agreement points” by 

which DynDNS, after execution of a formal agreement, would redeem Mr. Wilde’s shares of 

stock. Mr. Wilde denies the remaining allegations set forth in paragraph 33 of the Complaint. 

34. Mr. Wilde denies the allegations set forth in paragraph 34 of the Complaint to the 

extent it is suggested that discussions between Mr. Wilde, on the one hand, and Messrs. Daly and 

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Hitchcock, on the other, amounted to negotiations, offers or counter-offers by and among Mr. 

Wilde and DynDNS. Mr. Wilde admits the remaining allegations set forth in paragraph 34 of the 

Complaint. 

35. Mr. Wilde denies the allegations set forth in paragraph 35 of the Complaint to the 

extent it is suggested (a) that Mr. Wilde made “demands”; (b) that Mr. Wilde presented a 

“counter-offer”; (c) that Mr. Wilde was negotiating with DynDNS; or (d) that Messrs. Hitchcock 

and Daly agreed, on behalf of DynDNS, to the terms of a “counter-offer”. Mr. Wilde is without 

knowledge of the truth or falsity of the allegation that the teleconferences followed discussions 

by and between Hitchcock and Daly. Mr. Wilde admits the remaining allegations set forth in 

paragraph 35 of the Complaint. 

36. Mr. Wilde denies the allegations set forth in paragraph 36 of the Complaint to the 

extent it is suggested that DynDNS “agre[ed] to, or capitulated on, these points.” Mr. Wilde 

further denies that he and DynDNS “agreed that these would be the final terms of the buyout 

plan” or that “the Company, Daly, Wilde and Hitchcock had agreed” on the terms of a stock 

redemption plan. Mr. Wilde admits the remaining allegations set forth in paragraph 36 of the 

Complaint. 

37. Mr. Wilde denies the allegations set forth in paragraph 37 of the Complaint to the 

extent it is suggested that there was an “agreed upon buyout plan” presented by e-mail for “board 

memorialization”. Mr. Wilde further denies that his own e-mail responded to the Hitchcock email, that the electronically transmitted word “[t]his” referred to any “agreed upon buyout plan” 

or that “Wilde accepted the Company’s offer and formed a binding agreement.” Mr. Wilde 

admits the remaining allegations set forth in paragraph 37 of the Complaint. 

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38. Mr. Wilde admits the allegations set forth in paragraph 38 of the Complaint to the 

extent it is suggested that Exhibit A, appended to the Complaint, is a copy of the “Intent to 

Purchase Outline”. Mr. Wilde denies the remaining allegations set forth in paragraph 38 of the 

Complaint. 

39. Mr. Wilde denies the allegations set forth in paragraph 39 of the Complaint to the 

extent it is suggested that Mr. Wilde “accept[ed] [a] [DynDNS] proposal with ... changes [he] 

demanded” or that “the Board[ ] unanimous[ly] approve[d] and ratif[ied] [a] buyout plan to 

which Wilde, Daly and Hitchcock personally agreed.” Mr. Wilde admits the remaining 

allegations set forth in paragraph 39 of the Complaint. 

40. Mr. Wilde denies the allegations set forth in paragraph 40 of the Complaint. 

41. Mr. Wilde admits the allegations set forth in paragraph 41 of the Complaint to the 

extent it is suggested that on Friday, January 20, 2006, DynDNS’ corporate counsel sent 

documents to Messrs. Wilde, Daly and Hitchcock with reference to a prospective redemption by 

DynDNS of Mr. Wilde’s stock and related matters. Mr. Wilde denies the remaining allegations 

set forth in paragraph 41 of the Complaint. 

42. Mr. Wilde admits the allegations set forth in paragraph 42 of the Complaint to the 

extent it is suggested that by a January 22, 2006 letter addressed to DynDNS and copied to 

DynDNS’ corporate counsel, Attorney John Marlow advised that “upon further review, Mr. 

Wilde considers [DynDNS’] offer to purchase his 36 shares of common stock unacceptable and 

has decided to reject it. Mr. Wilde will continue to act as a consultant for the company under the 

terms of his consulting agreement as currently in effect.” Mr. Wilde denies the remaining 

allegations set forth in paragraph 42 of the Complaint. 

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43. Mr. Wilde denies the allegations set forth in paragraph 43 of the Complaint to the 

extent it is suggested that he “attempt[ed] to renege on [an] agreed-upon and ratified buyout 

agreement.” Mr. Wilde admits the remaining allegations set forth in paragraph 43 of the 

Complaint. 

44. Mr. Wilde denies the allegations set forth in paragraph 44 of the Complaint. 

45. Mr. Wilde denies the allegations set forth in paragraph 45 of the Complaint. 

46. Mr. Wilde restates and incorporates paragraphs 1 through 45 of this Answer by 

reference. 

47. Mr. Wilde denies the allegations set forth in paragraph 47 of the Complaint. 

48. Mr. Wilde denies the allegations set forth in paragraph 48 of the Complaint. 

49. Mr. Wilde denies the allegations set forth in paragraph 49 of the Complaint. 

50. Mr. Wilde denies the allegations set forth in paragraph 50 of the Complaint. 

51. Mr. Wilde denies the allegations set forth in paragraph 51 of the Complaint. 

52. Mr. Wilde denies the allegations set forth in paragraph 52 of the Complaint. 

53. Mr. Wilde restates and incorporates paragraphs 1 through 52 of this Answer by 

reference. 

54. Mr. Wilde denies the allegations set forth in paragraph 54 of the Complaint. 

55. Mr. Wilde denies the allegations set forth in paragraph 55 of the Complaint. 

56. Mr. Wilde denies the allegations set forth in paragraph 56 of the Complaint. 

First Affirmative Defense

The Plaintiff has failed to state a claim upon which relief may be granted. 

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Second Affirmative Defense

No contract, whether express or implied in fact or law, to redeem Mr. Wilde’s shares of 

DynDNS stock was ever formed. 

Third Affirmative Defense

The Plaintiff’s claims are barred by the doctrine(s) of estoppel. 

Fourth Affirmative Defense

The Plaintiff’s claims are barred by the doctrine of waiver. 

Fifth Affirmative Defense

The Plaintiff’s contract claim fails for lack of mutuality. 

Sixth Affirmative Defense

The Plaintiff’s contract claim fails because, under Delaware law, the redemption of Mr. 

Wilde’s shares, or a contract to so redeem, was subject to certain specified conditions precedent, 

none of which took place or were satisfied. 

Seventh Affirmative Defense

The Plaintiff’s claims are barred by the statute of frauds. 

Eighth Affirmative Defense

The Plaintiff has an adequate remedy at law. 

Ninth Affirmative Defense

The Plaintiff’s claim is barred, as it is wrongfully instigated by minority shareholders 

who are wasting corporate assets and are intent on advancing their own interests, not those of the 

corporation, DynDNS. 

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Respectfully submitted, 

 

 Timothy J. Wilde 

 By his attorneys, 

Pierce Atwood LLP 

Date: April 24, 2006 By: /s/ Lawrence M. Edelman

 Lawrence M. Edelman 

 N.H. Bar No. 738 

 Pease International Tradeport 

 One New Hampshire Avenue 

 Suite 350 

 Portsmouth, NH 03801 

 (603) 433-6300 

Certificate of Service

 I hereby certify that a copy of the foregoing Answer to Amended Complaint was served 

on the following on this 24th day of April, 2006 and in the manner specified herein: 

Electronically Served Through ECF: 

 Christopher Cole, Esquire 

 Sheehan Phinney Bass & Green 

 1000 Elm Street 

 P.O. Box 3701 

 Manchester, NH 03105 

 E-mail: ccole@sheehan.com 

 /s/ Lawrence M. Edelman

 Lawrence M. Edelman 

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