Dennis W. Manasco wrote:
At 6:46 AM -0500 3/12/05, dhbailey wrote:
Somewhere in that license are several phrases which include words such as "anybody associated with Coda" -- that would include the board members, I would think. So the license which every end user agrees to has already absolved not only the company but individuals associated with the company.
As a corporate principal myself, in a comparatively small way, I wish this were true.
It is not.
Contracts, including (but not limited to) licenses, entered into with a corporation do not provide an impermeable shield against the personal liability of principals.
Incorporation provides a protection against personal liability of the principals for (most of) the debts of the corporation. This is one of the primary reasons for incorporation.
It does not provide a blanket protection against personal liability from malfeasance or maleficence by a corporate officer. This dictate is well established in law and decision. It's only the gnarly edges of what is, and what is not, culpable behavior that is poorly defined.
[snip of example]
The tethering of software is becoming industry standard, and no matter how much we might not like it, it is not the rogue action by a single board member taken against the advice of experts, but rather an action taken gradually by an entire industry at the advice of its anti-piracy experts.
That is why I don't think any of us would have a legal case against individual board members when/if MakeMusic goes under.
To relate this to your widgets-that-blow-up example, if the widgets were really dynamite and were said to be dynamite when the contracts were signed and it blew up in shipment, there would be no individual culpability because everybody knew it might blow up before the contracts were signed.
Just as we all knew that there might be trouble if we upgraded to a tethered version of the software.
Your example assumes that only the president knew of the flaws in the widgets -- every Finale user who upgraded to the tethered version knew of the authentication scheme before installing the software. It's a bit different from your example.
Were I a corporate officer of MakeMusic or whomever the parent corporation is I certainly wouldn't be worrying about successful lawsuits from endusers.
-- David H. Bailey [EMAIL PROTECTED] _______________________________________________ Finale mailing list Finale@shsu.edu http://lists.shsu.edu/mailman/listinfo/finale
