CGL Speculation #7 Options

[Kid Chameleon]

(Coleman's failure to enter anyone else as a member would be in there favour in this case because then he can legally sign for the corporation).

The paperwork issues had nothing to do with Loren and everything to do with our previous lawyer.

[darthmord]

I understand what you are saying urgru.

That said, I appreciate your efforts and your commentary to help enlighten us.

I hope that you will continue to explain what some of it means as best you.

Thanks!

[Accel]

and URGRU did not talk in general, but specifically in the context here.

Which happened exactly because you pushed him to do so - despite his expressed intent to not get entangled in any way possibly objectionable to his ethical standards.

As a legal professional myself - and a continental one on top of that - I have absolutely no clue as to why Fuchs has such a problem with a completely subordinate statement too brief to convey anything but the fact that Mr. Sanducci has been briefly informed and legitimized by the governing members of IMR to conduct their company's case. I seriously doubt that swiss lawyers would need to be more precise in nearly irrelevant facts than Mr. Santucci was. In fact, I strongly disbelieve a motion for dismissal persuant to Art. 172 No. 3 SchKG or to counter a motion persuant to Art. 190 s. 1 No. 2 SchKG would need as much information as Mr. Santucci offered in his statement. And information provided only colorandi causa needs not be formulated that precisely - because, despite our humble selfimage as a part of judicature and therefore more than mere business conductors, research still takes time and time is money.

[Ancient History]

The paperwork issues had nothing to do with Loren and everything to do with our previous lawyer.

So...you actually believe it's the lawyer's fault that the paperwork wasn't filed? Even though you guys have been getting the tax documents for years?

[Fuchs]

Which happened exactly because you pushed him to do so - despite his expressed intent to not get entangled in any way possibly objectionable to his ethical standards.

As a legal professional myself - and a continental one on top of that - I have absolutely no clue as to why Fuchs has such a problem with a completely subordinate statement too brief to convey anything but the fact that Mr. Sanducci has been briefly informed and legitimized by the governing members of IMR to conduct their company's case. I seriously doubt that swiss lawyers would need to be more precise in nearly irrelevant facts than Mr. Santucci was. In fact, I strongly disbelieve a motion for dismissal persuant to Art. 172 No. 3 SchKG or to counter a motion persuant to Art. 190 s. 1 No. 2 SchKG would need as much information as Mr. Santucci offered in his statement. And information provided only colorandi causa needs not be formulated that precisely - because, despite our humble selfimage as a part of judicature and therefore more than mere business conductors, research still takes time and time is money.

Actually, making sure that the lawyer has the right to represent the actual client is very much needed by the court or judge. If you mess up stating who is acting for the company or firm you are representing, your "motion" is invalid. Cases were dismissed where the document trail was not clear and precise. So, depending on the exact legal construct, listing all members of a company might be required to be able to be heard if the consent of all was needed to mandate a lawyer, for example. Would a motion containing other, less serious errors be denied? Maybe, maybe not. But the courts here take a dim view of sloppy legal statements, and especially in bankruptcy cases, quick "Motions" can be easily dismissed if the statement contains errors that would require further clarification.

If Ugru doesn't want to make a statement he can't be pushed into it by a post on the internet. He claimed by himself what "the members" could be meaning in this case, and I called him on it.

[Kid Chameleon]

So...you actually believe it's the lawyer's fault that the paperwork wasn't filed?

Yup.

Even though you guys have been getting the tax documents for years?

I don't recall stating anything of that sort.

[Ancient History]

You didn't have to, someone else already told me that the owners have been getting their proper tax documents filed every year. I do appreciate you confirming at least part of the rumor, though.

[Octopiii]

Which happened exactly because you pushed him to do so - despite his expressed intent to not get entangled in any way possibly objectionable to his ethical standards.

As a legal professional myself - and a continental one on top of that - I have absolutely no clue as to why Fuchs has such a problem with a completely subordinate statement too brief to convey anything but the fact that Mr. Sanducci has been briefly informed and legitimized by the governing members of IMR to conduct their company's case. I seriously doubt that swiss lawyers would need to be more precise in nearly irrelevant facts than Mr. Santucci was. In fact, I strongly disbelieve a motion for dismissal persuant to Art. 172 No. 3 SchKG or to counter a motion persuant to Art. 190 s. 1 No. 2 SchKG would need as much information as Mr. Santucci offered in his statement. And information provided only colorandi causa needs not be formulated that precisely - because, despite our humble selfimage as a part of judicature and therefore more than mere business conductors, research still takes time and time is money.

The law attracts a certain type of personality. Not one necessary to being a good lawyer, but that type of personality it attracts nonetheless.

I do know that in an American court, if Fuchs tried to make such a mountain out of the molehill that is the wording in the motion to deny summary judgement, his credibility with the judge would go downhill.

[Kid Chameleon]

You didn't have to, someone else already told me that the owners have been getting their proper tax documents filed every year. I do appreciate you confirming at least part of the rumor, though.

Perhaps they were mistaken.

[Ancient History]

If they were mistaken, which I do not believe they are, the that would mean that not only did CGL's lawyer neglect to file the correct paperwork to list the owners, but that CGL itself failed to file the correct tax paperwork every year.

[Taharqa]

If they were mistaken, which I do not believe they are, the that would mean that not only did CGL's lawyer neglect to file the correct paperwork to list the owners, but that CGL itself failed to file the correct tax paperwork every year.

Or it could mean a whole host of other things that an "owner" might be privy to and yet people outside that circle would not be. Some of those reasons might be innocuous, some might suggest incompetence, and some might (as I think you are implying) indicate malfeasance. But without knowing which of the host of stories to believe, nor indeed even knowing what probabilistic weights to place on various hypothetical accounts, I think its best not to jump to conclusions.

We don't have any "owners" at this point claiming that they were duped, and we have one owner who seems confident that things will be resolved. Only those predisposed to believe Trollman have any reason to believe the claim of "stock swindling."

[Accel]

Actually, making sure that the lawyer has the right to represent the actual client is very much needed by the court or judge. If you mess up stating who is acting for the company or firm you are representing, your "motion" is invalid.

Absolutely true. But since nobody challenged the position of Loren C. Coleman to act in lieu of IMR (on the contrary, as the three moving debtors explicitly addressed him as recipient of summons) that point is moot. So there would be no need for Mr. Santucci to dwell on that issue.

Cases were dismissed where the document trail was not clear and precise. So, depending on the exact legal construct, listing all members of a company might be required to be able to be heard if the consent of all was needed to mandate a lawyer, for example. Would a motion containing other, less serious errors be denied? Maybe, maybe not. But the courts here take a dim view of sloppy legal statements, and especially in bankruptcy cases, quick "Motions" can be easily dismissed if the statement contains errors that would require further clarification.

Of course, but only if a Limited Liability Corporation pursuant to Washington state law requires all its members to jointly issue any and all said corporation's expressions of intention. Even a Simple Company does not necessarily need all its members to agree and act in concert. So these documents are only sloppy if that information is actually required. Since the Honourable Thomas T. Glover didn't object to said statements - or requested further information to who and of what capacity (governing or otherwise) other members of IMR were - everything appears in order.

If Ugru doesn't want to make a statement he can't be pushed into it by a post on the internet. He claimed by himself what "the members" could be meaning in this case, and I called him on it.

I gather Urgru wasn't so much as unwilling to make a statement but rather unwilling to compromise on his ethics by doing so. Something I commend him for.

That his interpretation of how such a subordinate statement could generally be understood was not to everyone's satisfaction was probably unavoidable.

The law attracts a certain type of personality. Not one necessary to being a good lawyer, but that type of personality it attracts nonetheless.

I'm sorry, but talking from my personal experience you will find lawyers in about as many shapes, colours, flavours and such as any other human being. It might be that people seem to recognize certain traits in lawyers, but that may just come from the profession itself (or some rather notorious expressions of it). You have greedy ambulance chasers as well as good-minded defenders of civil liberty and every other underdog. We have greedy cease-and-desisters and noble consumer-protectors (and sometimes they are difficult to tell apart).

I do know that in an American court, if Fuchs tried to make such a mountain out of the molehill that is the wording in the motion to deny summary judgement, his credibility with the judge would go downhill.

I know little about American courts, but the courts on this side of the pond mostly just ignore what is irrelevant (although a judge's time is limited as well, so don't make him work too hard to find the relevant parts).

[urgru]

Actually, making sure that the lawyer has the right to represent the actual client is very much needed by the court or judge. If you mess up stating who is acting for the company or firm you are representing, your "motion" is invalid. Cases were dismissed where the document trail was not clear and precise. So, depending on the exact legal construct, listing all members of a company might be required to be able to be heard if the consent of all was needed to mandate a lawyer, for example. Would a motion containing other, less serious errors be denied? Maybe, maybe not. But the courts here take a dim view of sloppy legal statements, and especially in bankruptcy cases, quick "Motions" can be easily dismissed if the statement contains errors that would require further clarification.

Despite the fact that you earlier criticized my attempts to be professionally responsible and speak generally, you've hitched your argument to a hypothetical construct that requires the affirmation of all stakeholders to appoint counsel. Why? You can't claim the particulars of a case are important and then attempt to argue your way around the demonstrated facts by conjuring up a hypothetical that happens to suit your view of things. State documents holding out the Colemans as the governing persons of IMR are prevalently linked in this thread. Applying your analysis and considering the available documents, naming the Colemans was sufficient to show proper authorization for the counsel's representation and support the validity of the motion. Continuing with your line of analysis, any "other, less serious error" with respect to the naming of the owners (like mistakenly describing the Colemans as the total membership, as you've contended the "the" does in other posts) "[m]ay [or] may not" have legal import.

At least you've now conceded that a non-material statement made in error isn't necessarily fatal or dispositive, so long as the filing was properly authorized. And you've impliedly conceded there's a possibility the "the" isn't legally significant. That's an improvement, although still far more strained than the prevailing view of those with legal experience.

Readers should bear in mind that everyone with a legal background (four) disputes your view of the significance of the infamous "the" and none (zero) find it compelling. A practitioner from your home country "strongly disbelieves" and "seriously doubts" that the standards you're articulating would apply in your own legal system, which raises questions as to the competence and validity or your analysis.

I'll go ahead and take a warning for this, but people who are still following these threads should realize that your assertions are borderline irrational and that your views and opinions can't and shouldn't be relied upon as informed legal commentary. Passion is great, but your avowed disgust with the draws and freelancer payments (or lack thereof) has apparently made it impossible for you to offer fair and even-handed thoughts with respect to the discrete legal issues currently playing out in public. Offer your opinion as much and as often as you like, but you should really stop veiling it as legal thought. It's not.

I know I said I was out of the thread, but I'm a sucker for irony. This really will be my last word for quite awhile, though.

[Grinder]

Dudes, everyone take a deep breath and relax. (IMG:style_emoticons/default/extinguish.gif)

[Accel]

A practitioner from your home country "strongly disbelieves" and "seriously doubts"

I'd rather hasten to dispell any thoughts implying I were a Swiss lawyer. I know my way around some corners of the OR, but Fuchs and I share only the language of the law, not the law itself (despite them having a lot in common). Otherwise I wouldn't have to doubt and disbelief - I'd know.

On another personal note: I'm following this thread not just out of curiosity (and worry) what might happen to Shadowrun (does Topps renew that licence - if, will they broaden or narrow its coverage, etc., if not, who gets it to what terms? Not that I believe that my curiosity will be entirely satisfied when all dust is settled), but also to gain some insight into American bankrupcy procedures 'hands on". Therefore I'd really prefer reading more expert opinions on what meaning has this or that step we can observe to speculating about "what does that lawyer mean by 'the'?". Since we have little to nothing to really speculate on. And yeah, I do remember this thread's title (just another example how heredity does bad things to your health). And yeah, despite Jason Hardy's best efforts, IMR could still learn a lot from Evil Hat.

[Ancient History]

Or it could mean a whole host of other things that an "owner" might be privy to and yet people outside that circle would not be. Some of those reasons might be innocuous, some might suggest incompetence, and some might (as I think you are implying) indicate malfeasance. But without knowing which of the host of stories to believe, nor indeed even knowing what probabilistic weights to place on various hypothetical accounts, I think its best not to jump to conclusions.

We don't have any "owners" at this point claiming that they were duped, and we have one owner who seems confident that things will be resolved. Only those predisposed to believe Trollman have any reason to believe the claim of "stock swindling."

Or we can step out of Taharqa-land for a moment and read the conversation as it actually happened:

Ancient History: So...you actually believe it's the lawyer's fault that the paperwork wasn't filed?

Kid Chameleon: Yup.

AH: Even though you guys have been getting the tax documents for years?

KC: I don't recall stating anything of that sort.

AH: You didn't have to, someone else already told me that the owners have been getting their proper tax documents filed every year. I do appreciate you confirming at least part of the rumor, though.

KC: Perhaps they were mistaken.

AH: If they were mistaken, which I do not believe they are, the that would mean that not only did CGL's lawyer neglect to file the correct paperwork to list the owners, but that CGL itself failed to file the correct tax paperwork every year.

_________

KC honestly doesn't believe he's been duped or swindled. That's cool. He also admits that the lawyer didn't file the paperwork. I'd heard something like that before, but it was nice of him to confirm it. There's no real room for debate there. In fact, neither of us were talking about anyone being duped or swindled; that's what you brought to the conversation.

Now, the second part of the exchange: KC suggests that maybe my source may have been mistaken about CGL getting their proper tax documents filed every year. The straight reading of that sentence is that "maybe they didn't file the right tax documents every year" - which read in any context isn't a good thing. See, this isn't jumping to conclusions - I made no statements regarding incompetence or suggestions of malfeasance; that was you again, Taharqa. We honestly don't know the full details about it, I didn't ask and KC isn't offering, but the only conclusion you can come to from a straight reading of KC's statement is that "maybe" they didn't file the proper tax forms. Or maybe they did. There's that ambiguity there.

Now if you do want me to draw conclusions, I'll put this out there: if CGL did not file the right tax documents, then that would imply that they knew the paperwork hadn't been filed - which begs the question of why it took them so long to address it. If CGL did file the right tax documents, then maybe this was all just a screw up on the lawyer's end - but why did it take them so long to catch it? Why would KC get defensive about it if it was an honest mistake? Who knows? Maybe KC was just feeling a little played and made an ambiguous post and I'm reading too much into it.

[emouse]

The law attracts a certain type of personality. Not one necessary to being a good lawyer, but that type of personality it attracts nonetheless.

I do know that in an American court, if Fuchs tried to make such a mountain out of the molehill that is the wording in the motion to deny summary judgement, his credibility with the judge would go downhill.

After seeing three people who are apparently knowledgeable about legal procedure say "don't read too much into it", I think the repeated attempts by non-lawyers to read to much into it can be safely ignored.

[emouse]

Now if you do want me to draw conclusions, I'll put this out there: if CGL did not file the right tax documents, then that would imply that they knew the paperwork hadn't been filed - which begs the question of why it took them so long to address it. If CGL did file the right tax documents, then maybe this was all just a screw up on the lawyer's end - but why did it take them so long to catch it? Why would KC get defensive about it if it was an honest mistake? Who knows? Maybe KC was just feeling a little played and made an ambiguous post and I'm reading too much into it.

Or maybe their tax person is not the same person as their corporate lawyer. The lawyer files or doesn't file all the necessary paperwork. The accountant looks at the paperwork that has been filed and produces the forms appropriate to what's on file.

Fully fits the situation where some co-owners are not properly registered, and others are getting tax documents because they are registered in some way, which still might not be entirely correct.

[Ancient History]

Having some owners get their tax documents filed correctly and others not would actually be worse, because it would have been a serious red flag to anybody paying attention that there was an issue.

[emouse]

Having some owners get their tax documents filed correctly and others not would actually be worse, because it would have been a serious red flag to anybody paying attention that there was an issue.

That assumes some is paying attention and knows enough on both ends to realize something is wrong.

From the point of view of the accountant, nothing is wrong.
From the point of view of the lawyer, either he doesn't realize his mistake, or he does and he's not saying anything. He probably isn't involved in the tax filing.
From the point of view of the owners, the lawyer says his side is right, and the accountant says according to what's on file his side is right.

[Ancient History]

So your argument is that being ignorant of their actual tax and legal documents is a valid reason for doing something that might be illegal? I mean hell, I don't know about your lawyer and tax guy, but mine expect me to at least look over the documents before I sign them.

[emouse]

So your argument is that being ignorant of their actual tax and legal documents is a valid reason for doing something that might be illegal? I mean hell, I don't know about your lawyer and tax guy, but mine expect me to at least look over the documents before I sign them.

I'm saying that most people generally ignorant of the business ownership and tax laws, and are not in a habit of going through and re-doing everything hired professionals do. Do you understand, re-check, and re-tally every single item in every line of every document you look over before signing?

[Ancient History]

No, but I generally try to hit the high points - like if I know a sheaf of tax documents should be mailed out to the owners and instead there aren't any, that would be a sign to me.

[/edit]I gotta say, I find it a barrel of laughs that you're going out of your way to try to find some way to explain how sheer ignorance could explain away the possibility that somebody at IMR might have screwed up. Which we're not even sure about yet. I mean, in all honesty I hope KC is wrong and all the correct tax documents were filed, because the alternative is worse and possibly criminal. At least if the tax forms were done correctly, somebody at IMR could just say "Lawyer fucked me!" But not filing new members and not sending out the tax documents? That's bad no matter how you cut it.

[Fuchs]

Despite the fact that you earlier criticized my attempts to be professionally responsible and speak generally, you've hitched your argument to a hypothetical construct that requires the affirmation of all stakeholders to appoint counsel. Why? You can't claim the particulars of a case are important and then attempt to argue your way around the demonstrated facts by conjuring up a hypothetical that happens to suit your view of things. State documents holding out the Colemans as the governing persons of IMR are prevalently linked in this thread. Applying your analysis and considering the available documents, naming the Colemans was sufficient to show proper authorization for the counsel's representation and support the validity of the motion. Continuing with your line of analysis, any "other, less serious error" with respect to the naming of the owners (like mistakenly describing the Colemans as the total membership, as you've contended the "the" does in other posts) "[m]ay [or] may not" have legal import.

At least you've now conceded that a non-material statement made in error isn't necessarily fatal or dispositive, so long as the filing was properly authorized. And you've impliedly conceded there's a possibility the "the" isn't legally significant. That's an improvement, although still far more strained than the prevailing view of those with legal experience.

Readers should bear in mind that everyone with a legal background (four) disputes your view of the significance of the infamous "the" and none (zero) find it compelling. A practitioner from your home country "strongly disbelieves" and "seriously doubts" that the standards you're articulating would apply in your own legal system, which raises questions as to the competence and validity or your analysis.

I'll go ahead and take a warning for this, but people who are still following these threads should realize that your assertions are borderline irrational and that your views and opinions can't and shouldn't be relied upon as informed legal commentary. Passion is great, but your avowed disgust with the draws and freelancer payments (or lack thereof) has apparently made it impossible for you to offer fair and even-handed thoughts with respect to the discrete legal issues currently playing out in public. Offer your opinion as much and as often as you like, but you should really stop veiling it as legal thought. It's not.

I know I said I was out of the thread, but I'm a sucker for irony. This really will be my last word for quite awhile, though.

You seem to forget that my argument was that "the members" either meant "all the members" or was a mistake in the given context. You stated that in this conetxt it could mean "some members", which I disputed.

I went in a hypothetical example since the Swiss law was used as an example. So I answered that line of argument.

As far as the significance of the "the" goes - I claim, and stand by that, that it means "all the members" in the context, or was a mistake by the lawyer (or his help). And I also think such mistakes should not be made. Of course people, even here, might have lower standards.

[LurkerOutThere]

Someone wanna take his shovel away before he hits bedrock?