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   Dirty, ugly, complicated question
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   Author  Topic: Dirty, ugly, complicated question  (Read 1000 times)
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Dirty, ugly, complicated question
« on: Nov 8th, 2005, 8:20pm »
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I have a very complicated situation that is more than likely headed to court, and is currenlty under legal review by a couple firms for potential contingency based representation on my behalf. I would greatly appreciate any objective input. I'm tyring to do my hoemwork indpendent of any potentially intersted legal party.
 
In a "Nutshell":
I have no business, legal, industrial or associated background experience. I invented item X, and filed a 100+ page PPA on my own after consuming "How to Patent it yourself ". An old family friend became aware of the fact I needed VC funding, and he approached me. I entered an relationship with him and some of his other business partners. I signed a blank operating agreement based on good fiath. Agreement was for quite a bit of money, to fund the R&D and so forth of this item. Licensing delays were encountered, due to the fact it was deemed safer to approach companies with a non proven concept (no functional prototype...uh..hum...WRONG!). The item involves significantly difficult engineering. I offered other inventions of mine (concieved prior to any relationship with these investors.)These items were offered as a lower risk alternative to generate the fairly signifcant amount of capital required for the devlopment of item X in order to reduce their risk...becuase I actually cared about them not losing their money. They agreed to take the funds allocated for item X and put them towards items A,B,C.
We moved forward, I built and started selling items A,B,C out of my garage. I filed a PPA on item A that does not have claims.
Ultimately they did not contribute hardly anything to the items, and have made unrealsitic expectations on sales of products that do not exist. They have stopped funding, and will not relinquish any rights. They know the potential is there, and know it needs more cash infusion, but they will not live up to their agreement.
I made them aware of the fact that I viewed this as breach of contract, and that I can walk. I asked to resolve the situation by letting me pay them back.  
 
They threatened to sue me as a result and claimed rights to all my ideas that I discussed with them. Items B,C are most positively public domain- hence no PPA on those items.
 
Heres the great part. I sought legal review of the sitaution whcih included the first profesional review of the operating agreement. They left out pretty much all details about the relationship, and if they can uphold that the agreement hasnt been breached- there is no committed amount of money.  
It appears that I have sufficent evidence to "win" my case, but this going to court will no doubt destroy any forward movement and great sacrfices on my part. Letters to me from them are now making attacks on my character, and they are pulling things out of their you know what to try and argue I didnt fulfill my end of the agreement.  
 
My primary question:
1) Since item A is a PPA with no claims, can the court stop me from producing it and or producing items B,C until the dispute is resolved? Again no actual patent assignment was made in writing and will ultimately be hearsay if they choose to argue ownership.  
I am clearly the sole invnetor of all items. Any reference to them partaking of patent privileges was based soley on proper funding. Also- the operating agreement was built for item X and not changed around these new additions (ABC) to the realtionship and the only thing it clearly states about me is that my contribution is a "patent". Not patents....  
Thoughts?
Good times- great first biz. experience.  
Oh yeah, and by the way I left my job based on their promise to provide a monthly cash flow until positive cash flow was generated from the company. They said they could no longer do this...and I'm pretty much "hosed".
I have never misled them, and can count on my honesty prevailing. But I'm quickly learning in my youth that the law doesnt revolve around whos telling the truth. Shame on me.
-yes I know...very painfull lesson....
thanks, & god bless
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JimIvey
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Re: Dirty, ugly, complicated question
« Reply #1 on: Nov 8th, 2005, 9:42pm »
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on Nov 8th, 2005, 8:20pm, booster wrote:
1) Since item A is a PPA with no claims, can the court stop me from producing it and or producing items B,C until the dispute is resolved?

No, at least not on that basis (the fact that your PPA has no claims).  Having a pending application with claims is not a prerequisite for producing anything.  Of course, a court can stop you from doing things for reasons unrelated to intellectual property law, but there's not much I can say about that.
 
Regards.
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James D. Ivey
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Isaac
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Re: Dirty, ugly, complicated question
« Reply #2 on: Nov 9th, 2005, 6:39am »
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I think what's at least equally important as the contents of the PPA (I prefer PAP) is the terms of your agreement.  The PAP is relevant only to the extent that it defines the IP involved.  The IP is just one of the facets of the agreement.  
 
Also, it's not necessarily true that a breach allows you to walk away from the agreement.  In this case, the description sounds like you threatened to walk away in anticipation of a breech.   You'll want to sort this out with an attorney familiar with contract law in your jurisdiction.
 
Other than that, I'll have to admit that my eyes glazed over a bit as I read your narrative.  Sorry about that.
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Isaac
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Re: Dirty, ugly, complicated question
« Reply #3 on: Nov 10th, 2005, 1:44pm »
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Thank you for your comments. The situation is very complicated.  
I will update you with with some details if you are interested, when they come available.
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