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A Little More On Mr. Chatlos
Thursday, October 14 2004 @ 12:43 PM EDT

We have found some information regarding Ed Chatlos, the ex-Novell employee who submitted a declaration on behalf of SCO.

You may remember that I remarked about the shift in tone in his declaration, from that of a participant in the earlier paragraphs to a more vague opinion on the documents, based on reading them. In his declaration, he opined that the Technology Agreement was Novell licensing from SCO the use of the UNIX source code.

It turns out that Mr. Chatlos left Novell and joined AT&T in January of 1996, as you can see from this interview Dr Stupid found:

"MODERATOR: Welcome! Today's guest Ed Chatlos joined AT&T in January 1996 and is currently AT&T WorldNet® Service's Vice President and General Manager. Ed oversees all Marketing, Sales, Product Management & Strategy functions on AT&T WorldNet Service. In his Corporate Internet Strategy role he is responsible for developing and implementing an Internet strategy for the consumer markets.

MODERATOR: Prior to joining AT&T he was a Senior Director for Business Development and Mergers and Acquisitions for the Platform business of Novell, Inc."

The TLA and the Amendment 1 to the Asset Purchase Agreement are dated December 6 of 1995. Amendment 2 is dated October of 1996, long after he had left Novell.

Notice that on page 18 of SCO's Memorandum in Opposition, it says that Mr. Chatlos "held day-to-day responsibility for the potential deal and acted as the principal interface with SCO on the business negotiations for Novell. During the Novell-SCO negotiations, Mr. Chatlos met regularly with SCO representatives, sometimes several times a week, from June to September 1995." [emphasis added]

The APA's Amendment 1 and the TLA are dated *December* of 1995, not September of 1995. There is a three month gap, then, between his involvement ending and the signing of the contract. That alone might explain why he might not have had all the information regarding copyright transfer. And for sure he couldn't have been involved with the signing of Amendment 2 (and not likely the negotiations either), because it's dated October of 1996.

I also note he was introduced by the AT&T interviewer as "a Senior Director for Business Development and Mergers and Acquisitions for the Platform business of Novell, Inc.", not "the" Senior etc. That confirms what we suspected, that he was involved in the business side, not the legal. And obviously the legal side is what matters in the end.

Now I've seen how contract negotiations work, naturally, being involved as a paralegal. And after the business guys set up the general deal, the lawyers get to work, drawing up the actual terms in writing. And there are typically further negotiations after the first draft is drawn up, and further pushings and shovings back and forth until everyone is happy with all the details. This is when issues like what precisely would transfer would be discussed, because some paralegal would have to come up with the list for the schedules of what was included in the deal and what was excluded to attach to the contract.

This detail, that Chatlos was no longer involved from September onward punches quite a hole in his value as a witness as to the intent of the documents, I think, because it looks to me like he missed the part of the deal-making where the lawyers are involved, and then he left the company and wasn't involved at all for the rest. That three month gap raises questions in my mind: were there still issues being worked out? If not, why not sign the contracts in September of 1995?

I think that may explain his very cautious language. He stopped being directly involved, the declaration indicates, in September of 1995. He can hardly give first-hand testimony regarding the entire negotiations process on documents that were not signed until December, can he? SCO would need to fill in that gap somehow. And as for Amendment 2, Mr. Chatlos simply wasn't around, having left Novell's employ by January of 1996.


  


A Little More On Mr. Chatlos | 196 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections here if you like
Authored by: Anonymous on Thursday, October 14 2004 @ 12:54 PM EDT
Loïc

[ Reply to This | # ]

OT -- Off Topic
Authored by: Anonymous on Thursday, October 14 2004 @ 12:55 PM EDT
For off topic posts.

Loïc

[ Reply to This | # ]

A Little More On Mr. Chatlos
Authored by: Anonymous on Thursday, October 14 2004 @ 12:55 PM EDT
or ... good eyes find bad lies ...

[ Reply to This | # ]

Trolls, psssst, come here
Authored by: Anonymous on Thursday, October 14 2004 @ 12:57 PM EDT
this is your bridge.

Loïc

[ Reply to This | # ]

prosco comments
Authored by: Anonymous on Thursday, October 14 2004 @ 01:00 PM EDT
Given the impossibility to post on prosco, we offer you an opportunity to post here if you had like to post there.

Loïc

[ Reply to This | # ]

A Little More On Mr. Chatlos
Authored by: Groklaw Lurker on Thursday, October 14 2004 @ 01:01 PM EDT
He probably has very little to offer that will bolster SCO's claims.

---
(GL) Groklaw Lurker
End the tyranny, abolish software patents.

[ Reply to This | # ]

Hey PJ. You and Dr. Stupid are getting ahead of the court :)
Authored by: Brian S. on Thursday, October 14 2004 @ 01:05 PM EDT
I won't need to read IBM's response to the Chatlos' disposition.

Brian S.

[ Reply to This | # ]

I am looking forward to ProsCo
Authored by: Anonymous on Thursday, October 14 2004 @ 01:35 PM EDT
Things were getting a little boring while SCO was being mostly silent. Plus
IBM wasn't getting new ammunition daily to use against SCO in the legal
arena. When ProsCo is up and running, Darl & friends will give us lots to
discuss.

I will be checking out what SCO has to say on their new site. I know some
folks have recommended ignoring them and boycotting their site, but I think
that would be a mistake. We need to know what they're claiming, and if it's
wrong, we need to refute it.

[ Reply to This | # ]

Ed Chatlos now at websphere.org (WebSphere is IBM's Web publishing platform)
Authored by: Anonymous on Thursday, October 14 2004 @ 01:50 PM EDT
See WebSphere.org

[ Reply to This | # ]

You guys are amazing.
Authored by: Anthem on Thursday, October 14 2004 @ 01:55 PM EDT
I mean, really. Surely SCO couldn't have thought it would be that easy to
debunk someone that, from their standpoint, is a significant witness.

The power of lots of people connected electronically is pretty cool.

[ Reply to This | # ]

A Little More On Mr. Chatlos
Authored by: blacklight on Thursday, October 14 2004 @ 02:06 PM EDT
Kudos on the fact checking, PJ and Dr. Stupid.

I am baffled as to why Ed Chatlos would declare that it was Novell's intent to
turn over all copyrights to Old SCO when the language of the APA sans Amendment
2 couldn't be more explicit: "except the copyrights" among other
items. No corporate officer in his right mind negotiates language that is in
explicit conflicts with intent, signs a contract with that language still in in
it, and argues years afterward that the contract means otherwise than it says.
Even asssuming that Ed Chatlos was right about Novell's intent, it beggars the
imagination that Old SCO never ever asked Novell for all the copyrights it was
entitled to under Ed Chatlos's interpretation of the APA with or without
Amendment 2. It is quite clear to me that SCOG is trying to pull a con job.

[ Reply to This | # ]

A Little More On Mr. Chatlos
Authored by: Anonymous on Thursday, October 14 2004 @ 02:30 PM EDT
I'm confused. According to a Groklaw article in January, the date of the APA
was September, but this article says it is December. Why the discrepancy?

http://www.groklaw.net/article.php?story=20040102193043203

[ Reply to This | # ]

Question about copyrights
Authored by: Anonymous on Thursday, October 14 2004 @ 02:59 PM EDT
From various postings here and elsewhere, I'm beginning to realize that the
copyright issue may be much more complicated than SCO would have us believe. In
all of their documents, SCO talks about 'the copyrights' to Unix, or whatever,
collectively as if all Unix, or at least the part of it they think they own, are
conveniently covered by a single unifying statement. The reality of the
situation seems to be that each file of source code has its own history and its
own set of copyrights that apply. For many of those files, AT&T, hence
Novell, never owned all the copyrights, so there is no way that SCO could have
acquired them from Novell. Thus a real transfer agreement would include a huge
detailed list of exactly what Novell transferred to them.

While SCO is trying to present a case where they acquired the nebulous
'copyrights' by interpreting various vague statements to apply collectively to
all of SYSV, what we should really expect to see is documentation that
effectively itemizes the exact files that Novell controlled and could transfer
to SCO. I would guess that to qualify a transfer agreement as an 'effective
writing', it must provide criteria such that any file or chunk of code that
someone were to hold up could be tested against to show it was transferred to
SCO. Otherwise how are we to know if the particular code in question is SCO's or
part of the huge set of code belonging to 'third parties' or no one in
particular? So statements like Mr. Chatlos's are meaningless unless it is
associated with something that specifically states files and lines of code that
were transferred.

Bill Collier

[ Reply to This | # ]

Credibility and affidavit from Mr. Chatlos
Authored by: AllParadox on Thursday, October 14 2004 @ 03:14 PM EDT
I will keep harping on this.

Actual credibility with the Judge is critical. Apparent credibility with any
reviewing court of appeals is critical.

You can pretty much write off appellate chances when there is substantial
evidence in the record that you were "gaming" the judge. By this
point, as long as Judge Kimball stays within the bounds of propriety, he can do
as he pleases without fear of reversal. Mr. Hatch's father may be a powerful
Senator, but the clout either Hatch has with the Tenth Circuit Court of Appeals
is minimal. A phone call or any other communication outside the proper forums
from either of them, direct or indirect, is tantamount to a request for a
contempt citation. The Tenth Circuit will not hesitate to expose or punish such
conduct.

An affidavit from Mr. Chatlos indicating that he was involved in negotiations up
until three months before the signing may be important and probative (keeping in
mind that the APA itself excludes considering his opinions). The actual
affidavit, not disclosing that, has almost no value.

Remember the purpose here: establish that there is something for a jury to
decide. Valuable evidence will be considered by Judge Kimball.

When obviously misleading statements are made, though they are not strictly
untrue, any reviewer must must weigh very critically any non-verifiable
statements like hearsay or recollections of unrecorded conversations.

When the judge does not believe anything presented by you as counsel, then the
only limit on rulings against you are the extent of the documents submitted by
your opponent.

---
All is paradox: I no longer practice law, so this is just another layman's
opinion. For a Real Legal Opinion, buy one from a licensed Attorney

[ Reply to This | # ]

Ed Chatlos @ USL
Authored by: atul on Thursday, October 14 2004 @ 03:34 PM EDT
This page includes a bio of Chatlos that mentions he once worked at USL, as well as Novell. USL was part of AT&T in those days, of course, so the WorldNet gig seems to have been sort of a return to the nest for him.

I couldn't help but wonder about what he did back at USL.

Here's a usenet posting from 1988, discussing licensing for AT&T's C++ Translator. One of AT&T's contacts is an "Ed Chatlos". I don't have enough info to prove it's the same guy, but it's not exactly a common name.

Note that this C++ translator, also known as "cfront", is one of the things that was allegedly transferred in the APA, giving rise to Darl's claim about owning the C++ language.

Here's an old yahoo post of mine about SCO's claims to cfront.

[ Reply to This | # ]

Busted !!!
Authored by: Latesigner on Thursday, October 14 2004 @ 03:39 PM EDT
Sco gets caught in another "misrepresentation".
Is it possible that SCO's lawyers are all victims of the body snatchers ?
I don't think Kimball is going to appreciate this at all.

[ Reply to This | # ]

SCO Sequence here
Authored by: spuluka on Thursday, October 14 2004 @ 04:44 PM EDT
I THINK that SCO is trying to establish the following sequence with this
declaration at the start of the chain.

1-APA negociated in September to INCLUDE copyrights. (This declaration supports
that view.)
2-APA actual papers mistakenly EXCLUDE copyrights
3-Ammendment negociated after the close of the agreement and signed the
following year that "fixes" the copyright error

I'm only guessing, but I find traces of all these three in the various LONG
filings. It would be nice if they would just clearly state their claims so I
could be sure.

---
Steve Puluka
Pittsburgh, PA

[ Reply to This | # ]

Logical fallacy in Mr Chatlos declaration?
Authored by: Totosplatz on Thursday, October 14 2004 @ 05:30 PM EDT

Perhaps this has already been hashed and re-hashed, but at page 18 of Mr Chatlos' declaration, in bullet 4 in the list, he talks about whether or not "... Novell had retained any UNIX copyrights ..."

Here is the entire bullet item as text:

Given my central role in the negotiations, I believe I would have known if the parties had agreed that Novell would retain any UNIX copyrights. My intent and understanding as the lead negotiator for Novell was that Novell was transferring the copyrights to SCO in the APA. At the time the transaction was signed and closed, I did not observe anyone at Novell or SCO stating or acting as if Novell had retained any UNIX copyrights. If they had, it would have been contrary to the intent and structure of the deal as I understood it and communicated with SCO.

Because of the fragmented nature of the copyrights in the UNIX Sys-V codebase it has been seen already many times that Novell did not have the ability to transfer UNIX copyrights en masse. It is also true that Novell not retaining any copyrights does not imply that Novell transferred any copyrights to oldSCO. I can't imaging that Mr Chatlos is not aware of the distinction - and he seems to prefer to talk about what Novell did or did not retain.

Curiously, he also clearly states that he was present up to and including the closing of the transaction, which directly conflicts with any notion of his having departed three months early.

---
All the best to one and all.

[ Reply to This | # ]

What was his notice period ?
Authored by: vortex on Thursday, October 14 2004 @ 08:06 PM EDT

If he left Novell in September, I have to presume that he handed in his notice (or was given notice !) at least a month before-hand. The reasonable supposition that his bosses and peers knew he was soon to be leaving might account for him not being fully apprised of all details relating to the sale.

A post earlier, here, seemed to indicate that Chatlos had previously worked for AT&T / USL; in which case it'd be interesting to know whether his transfer to Novell was, perhaps, part of Novell's acquisition of Unix; and whether his eventual return to AT&T / USL was perhaps a given of that transfer. Again, in such a case, it does not stretch the bounds of credibility that he was less than fully aware of important aspects of the deal.

Furthermore, particularly given that he'd been with the Unix business for some time, it's eminently concievable that he was so used to the copyrights and the license management being vested in the same party that he never contemplated the possibility of their being separated; in light of everything he says being double negatives - I didn't see anyone behaving as if it weren't transfering - it's eminently credible that his supposition that copyrights were transfering is just what he took for granted, without any knowledge of what was discussed and/or agreed. Having come a long way with Unix, he's all the more likely to have had an inflated opinion of its importance: whereas Novell and (old) SCO appear to have realistically considered the tradeable part of the package to be "the channel", which appears to be exactly what Novell says it sold.

---
The citizens of the United States must effectively control the mighty commercial forces which they have themselves called into being. -- Theodore Roosevelt.

[ Reply to This | # ]

Chatlos Systems v. National Cash Register Corp (1979)?
Authored by: hardcode57 on Thursday, October 14 2004 @ 09:25 PM EDT
Same Ed Chatlos? Not relevant, but of interest.

[ Reply to This | # ]

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