To Curious and all other Cowards

[guest]

Curious, your such a loser.

You obviously have no ##### idea how much work goes into major events like BDA, and all the costs involved.

Let me ask you, do you have the ambition, balls, or even the desire to put on a major event? I don't think you do!

If you do have the nut-sack, then I would like to see you to stand behind your cowardly, anonymous words and announce who you are and then put your money where your mouth is and become an organizer of big events.

What's wrong little man? Let's see if you have the cajones to stand up and try to do a better job.

##### coward.

Charlie

[guest]

The point is NOT how much work it takes.

the point of Curious and all others critical of Badenhop's refusal to fully refund the fee is that he is keeping money for a service he promised to deliver but did NOT deliver.

In capitalist countries, you are NOT guaranteed a profit or even to break even when you take the risk, and any legitimate business (like the Holiday Inn) REFUNDS money for services promised but not delivered.

And none of that has anything to do with "nut sacks" or time invested or anything else.

It has to do with basic ethics in a capitalist enterprise. Period.

So get a clue Chuckie.

CI

[squirrel]

you skydivers are absolutely right, we live in a capitalist enterprise. So, next year, after learning that Bridge Day is not like renting a room at a Holiday Inn.... don't go, that's capitalism.

Everyone who is expecting a refund keeps posting examples and scenarios where when an event was cancelled, people got their money back. Someone even referenced a Mariah Carey concert (must be a 1st for the BASE Board). If we were discussing this anywhere other than the BASE board, they might have a point. But this is the BASE board, and we are talking about BASE jumping, where NOTHING is ever guaranteed. As soon as you start trying to justify why you deserve your money back, you are not getting through to anyone who jumps with a BASE rig on days other than the 3rd Sat. in October. Don't bother, it's POINTLESS!

I also do not understand how you don't care if getting your $60 back means that a group of jumpers who run Bridge Day will be out of thousands of dollars. nice attitude, you guys must be real popular at the drop zone.

[guest]

Right on the money Squirrel.

Avery, if you're reading this, take what's left of my $60 and buy yourself and the rest of the BDA a beer and kick back on me...Thanks for trying dude. Cya next year.:-)

Since when did BASE jumping have anything to do with sociology?

Cya at the exit....not the DZ.:*

[guest]

all this over a lousy sixty bucks?...now i personally did not make registration in time,but hell,i've pi$$ed more than that away thousands of times in a liquid lunch afternoon...i don't see why everyone is so worried about their "BIG" investment...organization for an event like BD must involve alot of headaches and long hours of planning...i personally would rather spend some cash and let someone else try to work it out for me...and as others before me have said,if it works out:great,if not,well,that is the chance you take...it's not the end of the world...let's try to lighten up and let it go guys and gals,there are other objects waiting,and you're wasting precious time worrying about something long since over...........p.s.:if sixty bucks is going to make the check for your mortgage payment bounce,you shouldn't be playing these "expensive" games anyway.........:'(

[guest]

This is not over a Lousy $60.00 this is about 18,000.00 dollars. Let me say it again 18,000.00 DOLLARS now if someone can tell me what 18,000.00 dollars was used for than I would be happy to let it rest. However all I have heard is that there have been clerical fee's and a non-refundable plane ticket..perhaps there were even t-shirts and trophies but that still does not justify 18,000. dollars. I want to know what the money was spent on.....

[guest]

Okay, Rodent, if NOTHING is ever guaranteed in BASE jumping, then I guess it's okay to send $60 to any BASE manufacturer for a pilot chute and they KEEP it because, hey, they promised you a pilot chute for your $60 but, you know, the sewing machine broke or the electricity went off or they just had too many other bills to pay but bottom line you don't get your pilot chute and they're keeping your money because, hey, NOTHING is guaranteed in base jumping.

Good thinking...

As for "caring" that "a group of jumpers" (three) who "run" Bridge Day (run OUT on Bridge Day with the money is more like it!) will be out thousands of dollars.

Too bad for them... that's capitalism.

These three jokers made thousands and thousands of dollars in PROFIT EVERY YEAR FOR EIGHT years and now they're whining because one year out of eight they lost money. Well, they shoulda SAVED some of that profit from previous years to get them through these leaner, meaner years... that is what capitalists do... invest their profits instead of living off of them... in part against the possibility of a problem such as this year's cancellation.

And you know what? Nobody "cared" when they MADE those thousands of dollars in profit each of the previous several years.

That's because they PROVIDED A SERVICE for the money they demanded as a condition of participation in this event.'

This year, they DEMANDED $60 and PROVIDED NOTHING for it except whining and excuses and "a portion of what's left in the BDA account" to anyone morally depraved enough to ask for a refund.


CI

[guest]

Actually, my name is Charlie, not Chuckie Mr. Coward.

Why don't you go back to the Drop Zone? This Board is for real BASE jumpers who jump real objects.

This is not the Holiday Inn. This is not McDonald's where you sue when your dumb-ass spills coffee on yourself.

As BASE jumpers, we take responsibility for ourselves. Are you the new type of Drop Zone breed that is going to try and sue Avery when you land in the rocks at Bridge Day because of poor canopy control and get hurt? With the sole reason that you paid Avery $60 and the $18,000 generated for expense revenue should have been enough to clear all the rocks out of the landing area?

Give me a ##### break. Your type infested the drop zones, I'll be damned if your going to infect the wonderful world of fixed-object jumping.

Go back to Perris Valley you worm.

Charlie

[guest]

1. You promise to provide a service or event in exchange for a pre-paid fee.

2. If you provide the service or event, you keep the money as payment for what you provided.

3. If you don't provide the service or event, regardless of the reason, you refund the money, cheerfully and promptly and IN FULL, to any and all who want it.

Business Ethics 101.

Very very simple.

So Why Is It all these impressively eloquent BDA apologists lack the fundamental ability to understand basic business ethics?

And Why Is It they're so charming to those who do?


:+ :+ :+ :+ :+ :+ :+ :+ :+ :+ :+

[guest]

Go back to doing what you do best: leaving injured jumpers in the bottom of canyons

[guest]

>Go back to doing what you do best: leaving
>injured jumpers in the bottom of canyons

The guy was dead and hanging 1,000 feet up on a 2,000 foot vertical wall and it took 20 people with a gas-operated winch 8 hours to recover the body.

Thus does another one of the BDA lackeys distort fact and truth, and blindly attack anyone who dares to question BDA conduct.

And, of course, never one coherent word said about the ethical and professional standards being ignored by BDA.

Charming crew you have, Badenhop.

[guest]

R.H. saved my ass from certain death/shock several years ago, saved my gear, and saved my ass from the pen.. Although he may seem a prick on paper, If my ass was in that backcountry again, I'd be happy to be jumping with him.
Cheers

[d-dog]

If that's so, why are you posting anonymously? I mean, one would think that you'd be proud to stand up and state how RH did good things for you. I, for one, would be much interested in that story - IF it was verifiable as not being posted by the little man himself.

Peace,

D-d0g
ddog@wrinko.com
www.wrinko.com

[guest]

>1. You promise to provide a service or event in
>exchange for a pre-paid fee.
>
>2. If you provide the service or event, you keep
>the money as payment for what you provided.
>
>3. If you don't provide the service or event,
>regardless of the reason, you refund the money,
>cheerfully and promptly and IN FULL, to any and
>all who want it.
>
>Business Ethics 101.
>
>Very very simple.

I just spent a few minutes looking through various business contracts that I use or have been party to and I'm wondering how deeply involved you actually are in the business world.

From my services contract: CONSULTANT DOES NOT MAKE ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

In the contract, it is not only al in caps but underlined.

From my software contract:

Licensor is providing all Licensed Products, services and other deliverables hereunder strictly on an "as is" basis without any express or implied warranty, guarantee or other assurance of quality, conformity with specifications, reliability or functionality. LICENSOR HEREBY DISCLAIMS WITH RESPECT TO ALL LICENSED PRODUCTS, SUPPORT SERVICES AND OTHER DELIVERABLES PROVIDED HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE.

I just reviewed agreements with Ernst & Young and Price Waterhouse Coopers and found similar verbiage in all of their contracts.

So what are they (we) in business really saying? We're saying that you are going to pay us for our time and you are going to pay us regardless of whether you get what you thought you were going to get for the money you paid. Period.

You're probably thinking right now that this shows poor business ethics on the part of those originating these contracts and I would argue that these clauses exist in these contracts solely because the recipients of those goods and services, much like yourselves, did not understand what it was they were contracting to pay for. Unless you're buying and selling widgets, it's time and materials and time and materials for this particular event are expended on organization before the event can ever take place.

Feel free to grace us with your in depth knowledge of business as you continue your tirade over your lost registration fee. I would submit that anyone for whom the loss of $60.00 is a significant issue has no knowledge of business whatsoever.

Avery, apparently you need to add a clause to the registration form that clearly states that, in the unlikely event Bridge Day is cancelled due to circumstances beyond the control of the organizers, all registration fees are non-refundable. I would never have thought you needed such a clause either but apparently, you do.

Keith Grossman (not afraid to put my name to my comments)

[guest]

>
>From my software contract:
>
>Licensor is providing all Licensed Products,
>services and other deliverables hereunder
>strictly on an "as is" basis <SNIP>

Note the plain English...

"Licensor is _PROVIDING_ all Licensed _PRODUCTS, SERVICES_ and other deliverables..."

This is the central and continuing point regarding BDA's ethical conduct:

BDA does in fact declare that it will guarantee to PROVIDE AN EVENT only -- their product -- but not necessarily a jump (that is the "as is" component)

But they did NOT provide product OR service or any other kind of deliverable (that is the breach of faith component).

So, as usual, BDA's apologists simply reinforce the points being made about BDA's unacceptable business ethics that, by the way, do NOT revolve around $60.00 but _$18,000_... gathered from 300 people who were guaranteed an EVENT which BDA DID NOT PROVIDE.


}>

[guest]

How's that for remedial English!

Loser...

[guest]

Would someone among the trash talkers supporting BDA please address the ethical issues being raised instead of just being nasty and getting off-subject?

Thank you.

BJ

[guest]

I am a BDA supporter.
What is the ethical issue being raised?
Are you talking about the $60 registration fee?
I've seen posts which go both ways.
Some people who paid $60 do not want any back.
Some people who paid $60 want all of it back.
I'm sure there are some inbetweeners, who paid $60,
but will accept whatever it is they are going to get.
The BDA reports no profit, and promise a partial refund.
They have made a public attempt to explain their situation.
All this stuff about being scammers, and capitalists is just tabloid crap.
I don't see a big breach of faith either.
I'm bummed about not jumping NRGB this year,
but I don't see how the BDA could have overridden the decision.
And I don't feel that $60 is a terrible loss.
Some one keeps making a reference to $18,000.00 as if
Avery had the whole wad in his back pocket.
That is not realistic.
I guess if a guy sticks his neck out,
there's bound to some one who will want to give it a chop.
Instead of the continuous bashing,
why not give the BDA a chance to make it as right as they can.
My 2 cents.

SR
Bridge Day 2001 Registered #011

[guest]

Keith,

I am a corporate lawyer and as such, I have had MANY occasions to draft and negotiate contracts containing provisions such as those you cite. I can tell you for SURE your suggestion that the presence of such provisions in a contract means the seller does not have to deliver ANYTHING is wrong. The seller DOES have to deliver the software or the consulting services or whatever the subject matter of the contract is. These provisions address the QUALITY of what is delivered. They do NOT mean that NOTHING has to be delivered. Furthermore, at least some of the warranties cited--merchantability, fitness for a particular purpose--will generally be automatically implied under the law in the ABSENCE of an express disclaimer. That means that in the absence of a written disclaimer in conspicuous typeface (that's why it's all caps and underlined), the seller will be DEEMED to have made those warranties by executing the contract.

In the case of the Bridge Day registration fees, I have not seen a copy of the registration form, but presumably people who sent in their money did so in exchange for a jump slot. Presumably something on the registration form says that by paying the fee, you will get a jump slot. In the absence of some express provision stating that payment of the fee does not guarantee you a slot, you almost certainly have a breach of contract if no slot is delivered--FOR WHATEVER REASON! It doesn't matter that BDA had no control over the decision to cancel Bridge Day. Contracts are risk allocation devices. If BDA did not include provisions in the registration form specifically absolving them of any responsibility for refunding registration fees in the event Bridge Day did not happen, BDA likely has a legal obligation to refund the registration fees IN FULL. The fact that the money has already been spent is irrelevant to the question of whether BDA has an obligation to refund the money. That may affect their ABILITY to refund the money, but it has no bearing on their legal DUTY to do so.

Additionally, one of the previous posters cited verbiage from the Bridge Day web site saying that payment of the fee guaranteed nothing but that the BDA would do everything they could to make it happen. If that was IN THE REGISTRATION FORM, that may well settle the matter in favor of BDA. However, such self-serving statements made after the fact are irrelevant to a determination of the rights of the parties under the agreement between them (the reg form would be the agreement in this case). To say that a statement like that made AFTER cancelation of the event now defines the rights of the parties is tantamount to unilateral revision of the contract, which generally is impermissible.

I personally have no stake in this dispute. I am not a BASE jumper (love to watch it and read about it, but no desire to do it), and I don't know any of the parties involved. I am simply offering my insights to correct some of the erroneous views being expressed on this matter.

In order to give a more definitive opinion on this matter, I would definitely need to see a copy of the registration form and any other documentation between BDA and registrants. My suspicion, though, is that there is nothing in that form that says BDA gets to keep the money whether the event happens or not. In the absence of such a provision, BDA would likely be ordered to refund the registration fees IN FULL if the matter were challenged in court.

But even if that is true, BDA supporters should not lose heart. There is at least one practical reality here that could work in BDA's favor, and maybe another. The first is the cost of pursuing your $60 in court. Granted, you would not need to hire a lawyer. You just go to small claims court, and the parties tell their stories to the judge and the judge gives his/her decision. While BDA would probably lose in that event, the chances of someone actually going through that trouble for a lousy $60 is pretty slim.

A possible second factor hinges on whether BDA is a legal entity (as opposed to an informal "association"). If it is a corporation, limited liability company, limited partnership or other legal entity with limited liability, Mr. Badenhop and his fellow organizers cannot be held PERSONALLY liable for the money absent fraud. And in this case, it does not appear there was any fraud. They fully intended to hold the event, and its cancelation was not within their control. Of course, if BDA is NOT such an entity, under the law it would likely be considered a general partnerhship, in which case Mr. Badenhop and his fellow organizers COULD potentially be held personally liable. The real saving grace for them, though, is just that it is HIGHLY unlikely anyone would take the trouble to actually go to WV and prosecute a suit for $60.

Bottom line: In strictly LEGAL terms, in the absence of some express provision clearly stating that reg fees are non-refundable whether Bridge Day happens or not, BDA likely DOES have a legal obligation to refund reg fees IN FULL even though they had nothing to do with cancelation and even though the money has already been spent.

[guest]

Thanks for the clarification from a legal standpoint. I guess I got a little carried away responding to someone's lesson on business ethics which, as I'm sure you, as a corporate attorney, are aware, often seems to be an oxymoron.

Keith

[d-dog]

If you really are a corporate lawyer, then why would you assume jurisdictional venue is West Virginia? That strikes me as a pretty odd assumption for a practicing attorney to make. Is that really the business nexus for BDA activities?

Also, how can you comment on the registration form when you yourself admit you've never seen it? Again, I don't know any lawyers who express opinions on documents without ever seeing them.

Heck, for all you know, there could be a venue provision in the registration form specifying Cuba as sole venue for disputes. Or there could be mandatory arbitration, or liquidated damages, or anything else at all. Or citation of "acts of God" which is common in many contracts and would, I think, apply in this case irrespective of other implied or expressed reps and warranties.

Besides, this would have to go to jury trial in whatever venue was appropriate - unless jury trial was waived in the registration document. Otherwise, the JURY decides the case, so handicapping it is of course anyone's guess. Attorneys know this, and don't often make blanket statements about who would or would not win a give case when jury trials are in the cards.

Finally, what real attorney would make statements implying that the existence of a corporate structure automatically obviates the potential for personal liability on the part of officers? Again, any corporate attorney would well know that the reality of such issues is far more complex and subtle. Piercing the corporate veil - particularly in so-called "closely held" corporations or LLCs - is not uncommon.

Is that you again, RH, masquerading this time as a lawyer? If not, what sort of non-BASE jumping corporate attorney trolls the BASE board looking for opportunities to provide half-baked legal theories and analysis of documents he's never seen? Seems pretty fishy to me.

What state do you practice in? Where did you attend law school? What do you think of Chancellor Strine's recent rulings on the IBP/Tyson matter? What is your area of specialization within corporate law?

This Dog has doubts,

D-d0g
ddog@wrinko.com
www.wrinko.com

[guest]

As a corporate lawyer, I don't know enough about venue to know where venue might lie. I would certainly think that venue would be proper in West Virginia, given that the service to be performed--getting to jump from the bridge--was to take place in West Virginia. However, in the absence of an exclusive jurisdiction/venue clause in the contract, venue would probably NOT be EXCLUSIVE to WV. The idea that venue might properly lie elsewhere, as well, did cross my mind as I wrote my post, but the point of the post was not to provide a dissertation on all possible legal issues related to the matter. Rather, it was to offer an informed view of the probable outcome from a hornbook contract law perspective in the event of a legal challenge.

As for me expressing opinions on documents I have never seen, I admitted I had not seen the form, and in fact, I myself said that I couldn't really offer any definitive opinion on the matter without seeing the reg form and any other documentation between BDA and the registrants. I also specifically stated certain assumptions about those documents, which assumptions served as the premises for my conclusions about the matter. I thought anyone reading my post would understand that if any of my assumptions were incorrect, the conclusions drawn from them might be, as well. Apparently, that was NOT clear. So let me clear this up for you: IF the reg form says payment of the fee is for a jump slot, and IF it does NOT contain a provision that says the fee is non-refundable even if Bridge Day does not occur, THEN BDA LIKELY (not absolutely, but LIKELY) has a legal obligation under the contract law of almost every state, to refund the money.

As for me offering legal opinions, let me state emphatically and unequivocally that neither this post nor my previous post is intended to be a formal legal opinion. Rather, I simply wanted to offer my views, which are GENERALLY more informed from a legal standpoint than those of most non-lawyers. I liken it to Tom Aiello weighing in on gear and rigging questions without actually seeing in person the configuration at issue. People write a description of their packing/rigging configuration and Mr. Aiello, without actually SEEING it, offers some informed opinion based on his very extensive knowledge of such matters. Similarly, I read this and other related threads and offered my view on the situation given the facts available here. I did not mean to suggest that my conclusions were the ONLY way this matter could go, and I thought the qualifiers I used (i.e., "likely," "probably," "generally," "presumably" etc.) made that clear. Again, apparently not, and for that, I apologize.

As for the other kinds of contractual provisions you cite, such as exclusive venue provisions, mandatory arbitration, liquidated damages, acts of God--all of those could have some bearing here if the reg form contains them, but NONE of those ALONE would GENERALLY permit BDA to unilaterlly determine how much, if any, of the money they will return. Exclusive venue--IF enforceable, would only affect where suit could be brought. Mandatory arbitration--MAY prevent suit and requite arbitration instead (at least initially), but contract law will still apply to the dispute. GENERALLY, only the forum for resolution and some of the procedural rules would differ. The substantive law would remain the same. Liquidated damages--GENERALLY only enforceable where damages would be difficult or impossible to calculate. Here, it's pretty clear that registrants are out AT LEAST $60 each, so such a clause MIGHT not be enforceable. If it WOULD be enforceable, I would GUESS that the amount--which by definition would HAVE to be determinable from the provision contained in the agreement in order to be "liquidated" damages--would be AT LEAST the amount of the reg fee. Acts of God clauses, aka, force majeure clauses--would LIKELY apply here IF the reg form contained such a clause. But all such clauses do is allow the parties to set aside the contract. By themselves, they GENERALLY do NOT allow a party to accept the counter-party's money, not perform, and then still keep the counter-party's money. GENERALLY, you have to give the money back even if you are excused from performance due to a force majeure event.

As for your assertion that the matter would HAVE to go to a jury trial, that is simply incorrect in MOST jurisdictions. In MOST jurisdictions, there is a jurisdicitional threshhold stated as a dollar amount which has to be met in order to qualify for a jury trial. That amount is fairly low, but in MOST jurisdictions it is more than $60. Additionally, even if the CONTRACT does not contain a waiver of jury trial provision (which provisions, by the way, are of questionable enforceability in MANY jurisdictions), in MOST jurisdiction, the plaintiff must REQUEST a jury trial and pay a nominal fee therefor in a civil matter.

In MOST jurisdictions, this would be a matter for small claims court, which in MOST jurisdictions provides for trial before a judge. In MOST jurisdictions, small claims court is a very informal process which goes pretty much as I described it. The parties tell their stories to the judge, and the judge makes his/her decision. In MOST jurisdictions you CAN appeal, and appeal is trial de novo, meaning you go to a higher level court and start from scratch. But in MOST jurisdictions, that is how small claims court goes.

Furthermore, even if this did go to a jury trial, I still like the odds for the registrants. "I sent my money in, they said I could jump if I did that, and then I didn't get to jump and they still kept my money!!!" Admittedly, jury trials are GENERALLY less predictable than bench trials, but IF the reg form did not have anything in it specifically warning registrants that their $60 was non-refundable whether Bridge Day happens or not, I still like the registrants in that one. Just my opinion--not as a lawyer, but merely as a sentient being.

I also did NOT make a "blanket statement" about who "would or would not" win. I said that BDA would "probably lose." That was based on my stated assumption that there is nothing in the reg form saying the reg fee is non-refundable in the event Bridge Day is canceled. If the reg form did NOT contain such a provision, I stand by that assessment--under such circumstances, BDA would PROBABLY lose.

As for your read of my discussion of the possiblity that entity structure could insulate Mr. Badenhop from personal liability, I did NOT say that he would automatically be protected if BDA is a legal entity with limited liability protections for its owners. What I said is that if BDA is a limited liability entity, such as a corporation, limited partnership or limited liability company, Mr. Badenhop and his fellow organizers, "cannot be held PERSONALLY liable for the money absent fraud." Obviously, I should have emphasized the last two words--"ABSENT FRAUD." I probably also should have said "PROBABLY cannot be held PERSONALLY liable." As you correctly point out, it is possible to pierce the corporate veil under certain circumstances. But GENERALLY, you have to show FRAUD or something very similar in order to do so in a simple breach of contract case such as this. Based on the limited facts available in this and related threads, it does not APPEAR that there WAS any fraud on the part of Mr. Badenhop.

As for your suggestion that I am Robin Heid, I am not. I used my real name to avoid all that ridiculous whining about not having the guts to post with your real name. Hell, if I was going to make up a name, do you really think I would choose "George Jones?!!?"

As for me trolling this board, "looking for opportunities to provide half-baked legal theories and analysis of documents [I've] never seen," I have several things to say to that. First, I didn't come to this board looking to offer ANY theories--half-baked or otherwise. In fact, I have been lurking this board for well over a year, and today was the first time I have ever posted ANYTHING. Why? Because before today, I, as a non-BASE jumper, had nothing informative to offer. As I said, I love watching BASE, and I love reading about it (even the technical rigging stuff that I don't really understand). But I don't want to do it. I stumbled upon this site by accident, and have been coming back ever since.

Second, there is nothing "half-baked" about the views I offered. As I said, they were based on certain ASSUMPTIONS about what the reg form did contain (some indication that the fee was for a jump slot) and did not contain (some provision indicating that the fee was not refundable even if Bridge Day did not occur). In your response, you raise a lot of issues that MIGHT apply IF the reg form contained various provisions, and you attack me for failing to account for all of those. But you never said whether any of the kinds of provisions you mentioned actually WERE in the reg form. Additionally, when I said BDA LIKELY would be liable for a full refund, I based that (very clearly, I thought) on the ASSUMPTIONS above, and if those assumptions are correct, none of the provisions you mentioned would obviate the obligation of BDA to refund the money in full (with the possible exception of a LD clause, which still would not leave it to the discretion of BDA as to how much). You may not like my views, and you undoubtedly don't like an outsider chiming in, but those views are NOT "half-baked."

And as to your assertion that I offered analysis of the documents, as I said, I offered my views on the situation, which views were based on the assumptions set forth both in my first post and again above. I did not even attempt to discuss the actual documents. I said "presumably something on the registration form says . . .," and "in the absence of some express provisions . . ." I did NOT say, "the reg form DOES say [blah, blah blah], and therefore . . ." I made it quite clear that I have NOT seen the reg form, and I specifically stated that I would need to see the reg form and any other documents between BDA and the registrants in order to give a more definitive opinion.

As for your questions regarding my practice, I will tell you that I do mostly M&A and private offerings of securities, but as for the rest of the info you have requested, it is all personal information, and I know enough from lurking here to know that some here might not have benign motives for requesting such info. Besides, now that you know that I have posted under my real name, I am sure you know how to find that info on your own easily enough, other than my opinion on the IBP/Tyson decision. As for that, I confess I have not read it, even though I do M&A and it could be relevant to my practice if a deal ever falls apart in the face of fraud and/or an SEC investigation.

Finally, don't expect another reply from me on this (or anything else!). I have now burned about half my day on this, none of which is billable to anyone! My only intention was to offer a little informed insight on some basic principles of contract law that might, subject to the assumptions I laid out, apply to this situation. I thought I finally might have something useful to contribute here. Didn't mean to step on anyone's toes or otherwise offend anyone. Good luck to you.

[imported_Tom Aiello]

It turns out that I know a whole load of lawyers (from a previous life).

I'd bet real money that George really is a real lawyer (only someone exposed to the monster that is "legal writing" could write like that).

So, thanks, George, for offering your opinion. I hope you stick around and keep reading our nonsense.

And god help us if this ever actually becomes the province of lawyers. If that happens, I'll be boycotting Bridge Day permanently, and trying to convince Avery to stay home and play with the locals instead.

Oh, yeah, and I hope that Avery uses whatever money (if any) remains of my $60 to go buy himself some of the recreational substance of his choice. He deserves it for putting up with all of us.

--Tom Aiello
tbaiello@ucdavis.edu

[d-dog]

Thanks for your response. I'm convinced.

Peace to you,

D-d0g
ddog@wrinko.com

ps: you really should read Strine's ruling in IBP. It cuts to the core of MAC clause enforceability and analysis, and I think it is going to be cited in Delaware and elsewhere extensively in the future. But then again, I'm not an attorney so what do I know!

[guest]

DdOg is the man. I don't know what it meant but it sounded awesome.

George can't be a real lawyer. No lawyer I ever met would spend so much time on anything other than a golf course without charging some poor bastard several thousand bucks.

Keep whining about refunds boys...I'm pretty sure that eventually you'll either shut Bridge Day down or Avery and co. will get pissed off enough to stop bothering to organise it. Hell, at 18 grand a throw he should be able to retire to the Bahamas soon and then we can go back to bandit jumping the living ##### out of it and there'll be no more gay skydiving wannabes hanging around in neon underpants with "skydivers get it out at 14 000'" T shirts.

This is the BASE board not the bitch board.

Let's get back to flaming newbies for wanting to know whether or not they need a slider at the Perrine.

Peace, love, harmony and anything else you can get for 60 bucks or less.

Skin

[d-dog]

I kow you said it only in jest, my friend, but let's not group gay BASE jumpers in with the hero skyflyer crowd. That's an insult to gay flickers the world around.

And, yes, there are such things as gay BASE jumpers. No, not "gay" as in traipsing around in rainbow dresses, perpaps, but gay nevertheless - and proud, to boot.

And, yes, flaming newbies is much more fun. Since I'm a newbie, flame away!

Peace,

D-d0g
ddog@wrinko.com
www.wrinko.com