An excellent point on laches. Let me take this occasion to contrast this with the ConnectU case and, by the way, to offer up a mea culpa for even having posted this thing on HN (well, I guess it does qualify as an item of interest to hackers but the merits of it are something else again, as I will explain here).

First, one can take a look at the real thing, that is, a truly scary case against Mr. Zuckerburg that might have a huge impact on Facebook and its shareholders - and that is the action by the ConnectU founders by which highly prestigious lawyers are mounting a first-class challenge to the settlement agreement that was entered into a few years back in an attempt to settle lawsuits going back to 2004. Here is a link to a recent piece on that dispute, together with a detailed comment by me describing it and its implications: http://news.ycombinator.com/item?id=1362379. I personally don't think that the ConnectU action is likely to prove to have merit but, and this is key, it poses such huge risks to Facebook as a company that the pressures to settle it will be very large.

The Ceglia action, in contrast, poses no serious risk to Facebook or to Mr. Zuckerburg. Here are some reasons why:

1. The contract was breached, if at all, at least six or seven years ago. The complaint says so right on its face, and this undoubtedly means that all claims are barred at this point by the applicable statutes of limitations. There are cases where a statute of limitations is "tolled" (i.e., doesn't yet begin to run) but these need to be specifically alleged in order to apply and they are not. Thus, on their face, all these claims would appear to be time-barred.

2. Laches also could apply insofar as the claims might be said to be so-called "equitable" claims as opposed to mere claims for damages. Here the complaint purports to ask for so-called "declaratory relief," which is an equitable claim. An equitable claims basically invokes the extraordinary power of the court to issue decrees and judgments beyond simply ordering that a money award be paid. In this case, the claimant would in essence be asking the court to force Facebook to issue mountains of additional stock to him to satisfy his claim that he is entitled to 84% of the ownership of the company. The doctrine of laches can serve to bar the grant of any such equitable relief. Laches is a technical doctrine that in effect enables a court to use its discretion to deny relief to a party who has acted inequitably. With laches, this is tied to delay in asserting one's rights but, in contrast to a statute of limitations, it is not tied to the lapse of any specific time period. With laches, a court will deny equitable relief to any party who knows the facts relating to his injury and to his claims (and who is not prevented or hindered from filing suit), and yet waits an unreasonable time before filing suit such that other parties are prejudiced by delay, Here, of course, one has all sorts of events to point to by which Facebook and its shareholders have issued and transferred stock in the company while this claimant has slept on his alleged right to assert his ownership claim. This would obviously make it grossly unjust for a court to do any action to prejudice the ownership rights of such persons in order to uphold claims that could have been asserted long ago. In the ConnectU case, despicable as the plaintiffs' conduct might have been in some respects, no one can ever accuse them of sleeping on their rights - all concerned have been acutely aware that, should they prevail with their claims, the Facebook IP might be at risk and so there is no equitable bar to their claims (should such claims ever prove to be valid). In contrast, Mr. Ceglia does not even attempt to explain his delay or why he failed to act with diligence.

3. The real tip-off here, though, lies in the nature of the TRO application brought in the state court. A TRO is an extraordinary remedy enforceable by contempt, meaning that a party can actually be jailed for violating it. It is a very serious remedy that a court does not enter lightly. Moreover, at absolute minimum, when a TRO is sought, the party applying for it is required under court rules to tell the adverse party that an application for such relief will be made and give such adverse party at least 24 hours notice to enable such party to appear to contest it. Here, no notice whatever was given to Facebook or to Mr. Zuckerburg of the application. Anyone who is a lawyer will immediately recognize just how outrageous this is - this virtually never happens and, when it does, court rules require a very detailed explanation of why the giving of notice should not be required (e.g., that a party might run off with assets). Here, nothing whatever was set forth to justify the failure to give notice, meaning that this application was wildly out of bounds.

4. A TRO also is a specific temporary remedy aimed at preventing irreparable harm from happening to a party pending a hearing on such party's application for a preliminary injunction. A preliminary injunction hearing, usually held within a few weeks after a case is filed, is a form of interim relief designed to prevent a party from taking certain actions until the merits of the case can be decided at trial. Since trial usually takes a year or more to happen, the tandem remedies of TRO/preliminary injunction are designed in theory to allow a court to enter interim injunctive orders covering the entire pretrial period of a case. Since the full merits of a case can't be determined at these early stages, the standards for granting such interim injunctive relief turn on whether a party can make a detailed showing that it is likely to win the case on the merits and that it will be irreparable harmed in the meantime should it have to wait until trial to obtain the relevant injunctive relief. Thus, any TRO/preliminary injunction application will consist of detailed affidavits setting forth the facts showing why the party will likely prevail on the merits and also the facts showing why it will be irreparably harmed if the requested relief is not granted. In this case, the showing made by the applicant had none of this. In essence, the applicant merely said that he had been allegedly wronged and that the other parties should be enjoined from transferring any stock or assets of Facebook until he could prove his claims at trial.

5. This, however, is where the bonehead stuff comes in. A TRO is designed solely to cover the limited time period between the filing of the complaint initiating the case and the time of the hearing on the preliminary injunction - this is typically a 15-day period or so. Thus, TROs are almost universally denied because, to get a TRO, a party must show that it will be irreparably harmed unless it gets the court to block all further wrongful acts by the other parties over the next 15 days. This, of course, is an absurdity here: it means that this claimant is saying that, having waited seven years, he will be harmed in a way that is extraordinary unless the court intervenes to block Facebook stock sales, etc. for a two-week period pending a hearing on the preliminary injunction. Of course, if such irreparable harm would happen in the next two weeks, why the hell did he wait seven years to act in the first place. The other bonehead items: (a) asking for a permanent injunction at the time of the hearing on the preliminary injunction application (an absurdity, since a permanent injunction can only be issued after a full trial on the merits); (b) asking that the court order a full accounting in connection with the preliminary injunction hearing (a comparable absurdity, since this too is a remedy that is only possible after a full trial).

6. Given all the above, it makes no sense that a judge would have granted this TRO without a proper showing of any kind, where the remedies sought at the preliminary injunction hearing were wholly unauthorized by law, and where obvious statutes of limitations and laches problems loomed over the claims (strongly suggesting that there was no likelihood that this claimant could ever prevail on the merits of the claims at trial). Thus, the only logical conclusion is that the judge was in some small town and was not focused in any way on the relevant legal standards (this sort of thing is way below minimum standards and is the kind of thing that even a first-year law student would easily be able to evaluate). It appears that this is what happened here.

7. Once Facebook got notice of the claim, it immediately removed the lawsuit to federal court and brought a motion to dissolve the TRO. Chances of getting this TRO dissolved: 100%. The case is flaky and the entry of the TRO was flaky. There is zero chance that it will be sustained or (in my view) that this case will cause Facebook or Mr. Zuckerburg any significant legal trouble either now or later. This is a lightweight case that is ultimately going nowhere.