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Coloring the Canopy: What Does the Yarro Settlement Mean for SCO


SCO v The World

By ColonelZen, Section General Articles
Posted on Tue Mar 8th, 2005 at 19:59:19 EST

At 8:00 last night (March 7) Al Petrofsky announced on the Y! SCOXE board that he had seen a docket entry announcing that the Yarro v. Noorda Kreidel suit had been settled - as part of a cancellation order for today's scheduled hearing.

The implication is that the Canopy and Yarro suits are all settled.   As yet there is little information on what the terms of the settlement are, but speculation runs rife on Y! about what it means for SCOX.  This article is intended primarily as a marker for discussion.

The root reference for this is http://scofacts.org/yarro-update.html (Thanks once again Al Petrofsky!)

The background of course is that on December 17th a BOD meeting of the Noorda Family Trust ousted Yarro by a 2-1 vote, replacing Ralph Yarro as Chairman with William Mustard on the Canopy board.   Subsequently in January Canopy filed suit against Yarro claiming various financial malfeasance. Yarro counter-sued.

There is evidently confirmation via Bob Mims in the SLT that a settlement has been reached. http://sltrib.com/ci_2599000

Harry Clayton has supplied a lot of the background material.  This is quoted with editing from http://www.ip-wars.net/comments/2005/3/7/94624/73273/9#9 et seq:

... We don't know whether Canopy et al. vs. Yarro et al. (C v Y hereafter) has been settled. All we know at this moment is that it appears that Yarro et al. vs. Kreidel et al. (Y v K hereafter) has been settled. This might actually be good news. These are separate cases. A settlement of one does not imply a settlement of the other until we hear otherwise.

A very brief synopsis of the Complaint in Y v K goes as follows:

    * Yarro is hired by RN and mentored to run Canopy. RN thinks very highly of Yarro.

    * RN tells Yarro (RY) that none of RN's children are intended to inherit Canopy from the Noordas.

    * Description of RN's declining health and an account of Mrs. Noorda (LN) filling in for the failing RN.

    * Description of LN's declining health, leading to a suggestion from RY to buy out the Noordas' interest in Canopy. The Noordas hire a law firm and some financial types to investigate and determine a fair market value for the Noordas' interest in Canopy.

    * The Noordas' daughter, VK (Val Noorda Kreidel), asks questions about Canopy and the Noordas' health.  The original complaint implies, but does not actually state, that VK is estranged from her parents. This implication was removed from the amended complaint. Either the implication was unintentional, or they thought better of it.

    * VK and the other named defendants have placed undue pressure on the Noordas in order to shaft the wonderful RY and his equally wonderful other plaintiffs.

    * Please punish the evil VK and her evil co-conspirators.

...

Canopy was initially not involved in this action, although Mustard was named. Canopy filed a motion to intervene, which was granted, and so Canopy became one of the defendants at their own request.

The case falls apart if it can be shown that VK was operating with power of attorney for her parents. I think that is probably what happened but it is hard to tell without more information.

I think that RY's implication that VK did not have standing to represent her parents' interests have been shot down with private legal documents. RN has always kept his private life very private. If he assigned VK to represent his and LN's interests in case both were no longer able to look after them themselves, I would not expect anyone but a very small number of people to know about it.

I think that the Noordas' attorneys and financial guys discovered that RY had been playing fast and loose and giving the Noordas flawed info. This probably triggered a contingency plan that RN had set up to bring VK in to look after their interests.

...

-----

Canopy filed a motion to consolidate the two cases on 15 Feb but I don't see a reply brief from Yarro. This does not appear to be fully briefed and I see no indication of a ruling. Yarro filed a motion on 16 Feb to dismiss the Canopy Complaint because it should have been filed as a Counterclaim in the Y v K action instead of being filed as a separate action. There is a reply brief from Canopy on this one, but I think that Yarro's group gets another brief before this is fully briefed. There is no indication of a ruling on this either. It therefore appears to me that these are still separate cases and thus a settlement of one is not necessarily a settlement of both. Having said this, I think it highly likely that the settlement does apply to both cases. I doubt that Yarro would agree to a settlement that did not involve both.

It pretty clear that the Noordas wanted Yarro out of Canopy and that is all they really wanted. The C v Y action was certainly filed in response to the Y v K action. I suspect that the settlement allows Yarro et al. to walk away with what they have, and the Noordas get to keep their privacy.

...

< Breaking News 1 (235 comments) | Canopy/Yarro Case *NOT* Settled? (12 comments) >
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Coloring the Canopy: What Does the Yarro Settlement Mean for SCO | 13 comments (8 topical, 5 editorial, 2 hidden)
Re: Coloring the Canopy: What Does the Yarro Settl (3.71 / 7) (#6)
by codswallet on Tue Mar 22nd, 2005 at 18:02:11 EST
(User Info)
It appears to be all settled. There's an SEC filing that transfers the shares in consideration for the settlement. Yarro gets the shares and he and Mott get their records including the IBM subpoena stuff, but Canopy may make copies.

It appears to be over.

  • Yarro holds the bag. by ColonelZen, 03/23/2005 11:10:52 EST (4.00 / 7)
    • Re: Yarro holds the bag. by Sunny, 03/23/2005 13:10:58 EST (3.80 / 5)
    • Re: Yarro holds the bag. by sphealey, 03/23/2005 11:26:34 EST (3.66 / 6)
    • Re: Yarro holds the bag. by codswallet, 03/23/2005 11:57:33 EST (3.66 / 6)
It's Settled - Yarro Filed (3.66 / 6) (#7)
by codswallet on Tue Mar 22nd, 2005 at 18:36:47 EST
(User Info)
I didn't change the subject in the parent to reflect the important content. Sorry.

Coloring the Canopy: What Does the Yarro Settlement Mean for SCO | 13 comments (8 topical, 5 editorial, 2 hidden)
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~ http://sco facts.org/yarro-update.html
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