I am very glad I don't practise or are otherwise involved in that system then. The idea that a lawyer can simply send out imprecise and possibly wrong statements to the court is simply wrong in my eyes.

No. Bull, like Adam, is still part of the admin group for stuff like site issues and general advice. He, like all the other previous mods who no longer actively moderate, still has access to the restricted sections of the boards. That isn't going to change. Bull is still Admin . He's not moderating.

So, I am just trying to keep score here at home and it seems to me that the only real charges leveled in the past week or so are that:

1) CGL has switched support emails, which clearly must indicate duplicity on their part for some wrong-doing, because, you know, changing emails is serious business. Gmail, to top it off. Don't get me started on gmail.

2) Whether "the members" is meant to imply that Coleman is the sole owner of CGL and by a leap of unassailable logic must have therefore swindled all of the other owners out of "stock." The use of the article "the" here is quite the smoking gun, don't you think?

Did I miss anything?

Ok a disclaimer then some comments.

Disclaimer: I am not a lawyer or expert is legal business concerns. I have been involved in the creation and running of several corporations and been involved in several legal proceedings. I speak only from my experience.

Comment #1: Lawyers are wrong a lot. Keep in mind that a big part of their job is misdirection, so yeah a lot of inaccuracies or thrown around and yes many intentionally. Also a lot of grammatical errors and other small inconsistencies find their way into legal briefs, motions, etc. My experience is also that more precision is found proportional to the amount of money involved. In most cases these small thing are overlooked by all parties. When a question does arise, well I have heard this exchange a number of times: Attorney - "Clerical error your honor, we will fix it in future blah blah blah." Judge - "Ok, moving on" Heck I was involved in one proceeding where my name and address were listed (very) incorrectly, because the person writing the affidavit googled me to get my info and made what they called, "just a guess"

Welcome to the American legal system. It is very messy.

Comment #2: Members mean squat, unless the member themselves decide to dispute who speaks for the corporation. I am a member of Two corporations. One LLC and a 501©(3). I am also the registered agent of another 501©(3) of which I am not a member. And I have an LLC of my own that has no members.

So yeah the phrase that people are nitpicking pretty much means squat. (imho) What it means is that the Colemans are making the decisions for the corporation in those proceedings. So unless the other members try and dispute this, then the Colemans call the shots. And depending on how the internal documents are set up, the other members may not have any control to speak of. I have seen such things before. Heck the with 501©(3) that I am a member of, I have no real control over or say in how it is run. (note: It is not a problem) I am a member of it simply because I was asked to help set it up.

Comments #3: Be patient and wait for the rest of the proceedings to play out. My guess is, some very juicy bits will be found in future documents. Assuming that those doing so continue to (Graciously) provide links to such things. And we will know the paydata when we see it.

I think people were going for "showing the hurt from the loss of personnel" or perhaps even "unprofessionalism," but I personally don't see e-mail consolidation as necessarily a bad thing.


There is, perhaps, some background to this that you and some other people are missing. I for instance have received second- or third-hand information from different people that suggests there may be some ownership issues with IMR. I cannot confirm that information, so I won't repeat all of it here, but one of recurrent rumor was that Loren & Heather Coleman had made the claim to be the sole members of IMR, for legal reasons. I have absolutely no proof that this is true, and there was a great deal more to this particular story when it was told to me that perhaps lends some context as to why they might have made that claim. Anyway, that is part of one of the rumors, and if you are aware of those rumors (as FrankTrollman and several others are) and if you see a document referring to the Colemans as "the" members, you an see how some people might take that statement as confirmation of the rumor, if they needed any.

Leviathans was created John Haward, long time BT community member, but the game mechanics were created by Randall Bills, and the universe and setting were fleshed out(with John's guidance of course) by Blaine Pardoe (author and former BT freelancer), Jim Rapkins (BT freelancer) and Steve Mohan (BT author)

I'm also curious as to how any license change affects BattleCorps, which is a constant income stream for IMR due to it being a subscription service. And is, afaik, not dependent on the BT license itself, seeing as BattleCorps has been publishing fiction since the FanPro days.

Actually, I haven't missed it. I am well aware of the rumors. But they are rumors and the claims made abut the legal documents seem like drastic overreaching to me.

That's easy: Just take a look at the CthulhuTech and Eclipse Phase categories of Battleshop.

<shrug> Jason Hardy and Randall Bills' positive public statements seem like drastic overreaching to me. I'm not saying they're right, I was proffering a reason people might go to those conclusions.

BattleCorps = IMR's monthly-billed subscriber (ie constant revenue) service for BT fiction (Holostreets BT-equiv)
Battleshop = IMR's online shop.

BC has been around longer than IMR has had the BT/SR license.

This makes it sound like you don't believe the rumors, that's fine. Personally I'm not privy to any details of them, but it does sound plausible, so when the brief was filed I was curious if it changed the equation at all. Turns out not so much, oh well, I'm familiar with square one. But there is enough evidence of unprofessional and worse behavior from IMR that it seems odd to me that you would be so adamantly championing the case that these specific rumors are unfounded. Do you have something to share? Not to be accusing, it's just that I assume that we've heard the same information here and I hope that if I missed something you could make it clear why you feel so strongly on this point. If it's simply an interest in keeping speculation in the realm of reality I solemnly direct you back to the matter unicorn cops.

On the email thing I can say that it really isn't as bad as I and others have made it out to be. Not right now at least. I have personally availed myself of the new email support system and my issue was resolved quickly and to my complete satisfaction. My personal issue with the new system comes in that the system is by design a patch, and not a very professional one. But that's ground that has been covered, and will be covered again when\if IMR gets itself out of this crisis. If you would like to add something to that discussion please feel free. However asking "What about those Yankees?" at best will only cause the same discussion to get rehashed with the same players and same information.

No, I am not claiming the rumors are unfounded, just that they are unsubstantiated. Thus, rumors. And I don't have anything to share, not even a belly ring.

It seems to me that companies sell both voting stock and non-voting stock all the time. The document shown for the founding of the LLC may have little to do with what's happened to the company since then. Though I wouldn't be surprised if between the two of them the Colemans owned a majority share.

Latest from PACER:


It's interesting that the conference notice was signed a day before the motion hearing took place, although it wasn't docketed until after the hearing and didn't show up on PACER until the 23rd.

The petitioners' request for the expedited hearing last Friday contended there were no free calendar slots until the date set for conference. If that's true, even intervening motion action prob. won't get them into court b/f the 18th. Court calendars can and do change, so this isn't ironclad. For now, though, it seems that there won't be any action before the court for nearly a month.

Pretrial hearing are typically continued (pushed back) 2 or 3 times for "negotiations" (read: stalling by one party or another) before things go anywhere. Don't hold your breath for this to be over before summer ends.

If I was IMR's attorney, that's what I would do. Once the license situation is resolved, either IMR will have the future revenue streams to make and keep repayment promises, or they will be a turnip not worth forcing into bankruptcy.

"The law has outgrown its primitive stage of formalism when the precise word was the sovereign talisman, and every slip was fatal."

-Benjamin Cardozo

Ah, my mistake. Thank you for the clarification.

There's a difference between using a precise (or specific) word, and being precise. Using "Want" instead of "wish" shouldn't be a problem. Using "all the members" instead of "some of the members" should be a problem.

The former is formalism, the latter is being sloppy.

As an example:

There is and should be a difference between someone claiming "all our creditors are being paid" and "some of our creditors are being paid". So, "our creditors are being paid" should not be used if it can be taken both ways.

But the distinction is not between "all the members" and "some of the members" its between "the members" and "members" which is actually quite a bit less precise.

More importantly, it is also neglecting that the clear purpose of the phrase in question had nothing to do with a claim about who owned IMR/CGL but rather with establishing the timeline on which the lawyer had been able to talk to the relevant parties. The notion that this is Coleman's defense, that he could take as much money as he wanted because he was sole owner, is absurd because Coleman's actions aren't on trial in the bankruptcy. The only thing at issue is whether the claims of the creditors are legitimate or not and whether CGL has the money to pay them. As much as some people want the bankruptcy case to be a moral indictment of Coleman, it is not.

The thing is that you actually want to create that ambiguity in legal responses and statements. Any ambiguity can protect your client. Ask Bill Clinton about the definition of the word "is"!

Or how about "sexual relations"....(it is now upheld in court: Oral Sex is not 'sexual relations.' Thank you,
Bill!)

Except you troll. And when you get called out for trolling on one forum you go to another forum and start to troll again.

Oh Christ give it up you're factually wrong. Just stop.

Go here:

Washington State Business License Search Engine

and search inmediares as the business name. You will get two results. You want the second one, since it's listed as the LLC.

Washington state lists two governing members of IMR LLC. Both are the Colemans. As far as the state is concerned, the Colemans are "the members" of IMR LLC. There might be investment partners that aren't listed in that system (I don't know if it lists all partners or just governing members), but my original statement that the document stating "the members" was intentional is correct and factual.

If that's not enough, you can *click on the link in that page* that takes you to the Secretary of State website, where you can search by UBI number and find even more information.

So give it a rest. There wasn't a typo, paralegals didn't f*ck it up. They were very, very literal when they said the Colemans were "the members" of IMR LLC. And they were right. And you are wrong.

Period.

And to all the "lawyers" on the forum here, I ask you... It took me 30 seconds to find this information, it's public information, and in theory you should have experience dealing with this. My only experience with LLCs involves setting one up in California years ago, and apparently I have more practical knowledge and insight than professionals. Why didn't you spend 20 seconds on google? Instead, you attacked people for speculating, by speculating yourselves.

Oh Sn@p!

Or, people with some experience haven't made the mistake of conflating "controlling people" with "the members." You're citing to something that in no way purports to lay out the complete membership of the firm, nor are "controlling" members the only members who matter in the eyes of the state. The state certainly taxes the other members, allows them to vindicate their legal rights in court, and so on.

But hey, if you think 20 seconds of Googling will give answers to things that the owners themselves are apparently unclear on (per KC's comments), more power to you.

Wow. That was like a concert pianist playing a beautiful sonata and then ripping a big fart right at the end. Seriously - way ruin an otherwise great post. Nothing like a nasty personal attack to strengthen your case - and an unfounded attack at that.

*sigh* And so it is that a couple good weeks of relatively civil discourse comes to a screeching halt.

keep it cool folks, otherwise we end up going to 11

Man looks at a webpage and knows everything about a field of law! I love the internet. Quote me wikipedia next time, while you're at it.

With an LLC, depending on structure, there are two types of members: managing (as you mentioned) and non-managing. Non-managing members don't have say in the day to day activities of the LLC. This makes sense business-wise, as LLC's are generally formulated to let one skilled person and money people form a business together. The money people often don't want to have a say in the day to day operations; if they did, they'd wouldn't invest in the skilled person's business, they'd just form their own and hire the skilled person as a manager. So, depending on the operating agreement, the non-managing members may meet once a year, or not at all, or whenever.

It is an awful logical leap to derive "the members" as meaning THE ONLY MEMBERS. If you're going to attack people, know your facts first. Armchair lawyering is how people get in trouble in the first place. For the non-lawyers out there: You do not know as much as you think you do when you google something. Being wrong at internet arguments is one thing; going to court on this information is another. I see this kind of do-it-yourselfness all the time, and judges hate it.

Talking a GM into something is not the same as talking a judge into something, and the law is not magic.

Just to pile on a little more:



Hell, I just looked at your "smoking gun", and the page itself does not agree with you.

On the IMR listing it lists "Governning People", as you have mentioned. You also apparently stopped reading when you saw something that vindicated your position; "Governing People" is hyperlinked. Let's click on it, shall we?



So by what alchemical process do you go from that definition to your definition where "Governing People" are the only people in an LLC, period? Even without knowing law, this is something a reasonably intelligent person who put the effort into looking up the business license should be able to figure out on their own. I can only imagine that you've become so partisan on this argument that you have put on blinders to everything that doesn't conform to your position.

And for the record, I hope catalyst loses the license. I'm not super enthused with 4th ed, and I can't abide a thief. It doesn't change the fact that you're flat wrong, and were a dick about it to boot.

It's not an "awful logical leap" to assume "the members" means "all the members".

Flatline, putting aside urgru and octopii's arguments (which I would trust a hell of a lot more than yours), the document you are linking is actually not new. It was actually linked just a page before by Thanliss, and I for one was well aware of it. But not myself knowing much about how all of this works, I decided to wait until someone more knowledgeable could explain what it all meant. Maybe you should have done so as well.

Governing person is very different from member in an LLC context - but like a partnership it would be reasonable for all owners to be governing members. Without being a governing member you do not have unrestricted access to the accounting of the LLC.

This would be bad corporate governance

Given this expectation - and if it was a partnership all equity members would be governing members, in conjunction with the reference from the lawyers that the colemans are the members, I find it rather strange

Evidence items to recap

A) Lawyers listed the colemans as the members.
B) Colemans are also the only governing members, i.e. those that have unrestricted access to the accounting
C) Kid Chamelon refers to the 'ownership situation' which 'doesn't require legal remedy' rather than 'the drafting error' or similar. I notice he has posted against immediately subsequently to my post pointing that out and still hasn't said 'it's a drafting error'
D) AH's reference to ownership rumors.

I suspect it is entirely plausibe that they are not owners of the LLC, and instead are 'cut in' by the operating agreement in some way or similar.

Given those facts, I'm not sure what KC means by the 'ownership situation'

Speculation of course, but why would KC choose to use situation we are all aware of - but doesn't require a legal remedy - if the 'situation' was the lawyer made a drafting error. It just doesn't stack up any other way UNLESS there is something funny about the ownership arrangement.

Rework that second sentence to something I can understand (specifically the bold part) and I'll toss out a response to the whole schebang.

I made #764 to the effect I find it strange that you discussed the '[membership] issue' and then said it didn't require legal remedy. You made post #767.

So not IMMEDIATELY subsequently, but pretty close in the terms of a 800 post thread (against should be again)

So basically yeah, are you guys paid up members of the LLC or not with associated tax implications etc, or is there an altenative structure!

@Removed

Heh, The irony. I really, really like 4th and that's why I'm very wary of CGL keeping the licence. They've lost most of the people who really made 4th what it is. If I want to see something similar to 4th, I kind of have to hope that someone else gets the licence and has the sense to rehire some of the former crew. I don't know whether I actively hope CGL lose the licence, but it seems the only way to get more of what I want, rather than other writers rushed in to hurriedly re-write products before IMR goes bankrupt. I guess I also don't want to be supporting a company that behaved the way IMR/CGL has. But basically, I think the best hope for continued quality is for CGL to lose the licence.

I've said it before, but licence holders come and go, Changelings, Leonardo Da Vinci and the Lone Star Unicorn Division are forever.

K.

"Some things you can't erase from a character sheet."

If you check the document in question you'll see that first, IMRP LLC is mentioned as a client. Then immediately, Loren Coleman and his wife are mentioned as the members of said LLC.

There is no context before that which would point at them being the members he spoke to, or otherwise being specified. There is no "I spoke with two members", or anything else the "the" could grammatically relate to. The next sentence also singles out Mr. Coleman as the one who spoke with the lawyer. Logically, "the members" there means "all the members".

If that was planned or a mistake is another question, but there's no logical way to mistake it as not meaning "all the members".

QFT.

Almost.

Insert "risk the possibility of" between "rather than" and other "other writers rushed in", eliminate "I guess" from " I guess I also don't want...", and insert "allegedly" between "behaved the way" and "IMR/GGL has."

Should read:

"I don't know whether I actively hope CGL loses the licence, but it seems the only way to get more of what I want, rather than [risk the possibility of] other writers rushed in to hurriedly re-write products before IMR goes bankrupt. I guess I also don't want to be supporting a company that behaved the way IMR/CGL [allegedly] has. But basically, I think the best hope for continued quality is for CGL to lose the license."

Then we're good.

(And I love SR4[a].)

@Edit: I've tried to articulate general legal principles so people have a frame of reference in which to consider what they're seeing filed and commented upon. I've also attempted to debunk significant misunderstandings of general legal rules raised by commenters. I think it's been helpful, but I'm going to stop participating in this thread for a few days (possibly entirely). I'm afraid that the discussion is drifting away from generally applicable legal standards and practices and into case-specific hair splitting with which I'm rather uncomfortable. I've removed the bulk this post and I may revisit and cut down some others.

If anyone's quoted what used to be here, please nuke it.

Are such statements really necessary to make your points?

That was a rhetorical question. The answer is no.

QUOTE

Dalton: I want you to be nice.. until it's time..to not be nice
Bouncer: So, uh, how are we supposed to know when that is?
Dalton: You won't..I'll let you know...You are the bouncers I am the Cooler; ....

Thanks for giving us the input that you felt comfortable with; it's been useful.

That's why I pointed out the specific document - to make sure we're talking about the same thing when speaking about what "the members" means in the exact context it was used. Too many here were trying to generalize that.

What matters in a case is the case, and its details.

I think what your missing is that urgru specifically, and possibly others, can't go to far into the specifics because of the rules for professional ethics over here.

You've made your point of how you view the document, repeatedly, and also indicated that you believe it should either be your precise reading of it, or it is a sloppy document. Others have indicated that it could be a precise reading, or it could be a "sloppy" document.

It is one or the other, and we will not know which until either (a) someone such as Kid Chameleon comments on it, or (b) the proceedings advance to a point where it is addressed.

-M&P

That is not entirely accurate. I commented on this specific post:



Here it was claimed that "here", as in the document we are talking about, "the members" could be read as to mean the controlling members or the members to whom the counsel spoke, and that those readns were reasonable and fair in context.

Hence I demonstrated that this was not the case. I agree with you that it either means all members, or was a mistake - but urgu disagreed with that
(and he did not talk in general, but specifically in the context here).

I offered possible readings of the text that are in line with my experience with respect to non-material components of declarations in support of motions (a perspective affirmed by Octopii and other commenters with legal experience). I'd hoped that others would find it informative. I didn't make a conclusion as to what the text actually meant, noted that a number of the interpretations offered so far are potentially valid (including yours, by the way) and further noted that it's worth waiting for later filings to provide clarity. I probably should have used unrelated hypotheticals instead of referencing the case, but I thought it was sufficiently general and non-conclusive as to avoid misunderstanding; I was obviously wrong.

In any event, this is exactly why I'm walking away from the thread - endeavoring to offer general commentary when people are attempting to divine conclusory statements from my words is, at best, difficult. I'll nuke that post, too, to prevent any future confusion. I'd kindly ask you you remove it from quotes.

Oh, didn't realize you were looking for more info at with that post.

Anyways, if by paid members you mean do we get paid by the LLC as owners, not that I'm aware of.

If by paid did we all pay in, the answer is no. Some did, some didn't.

There are some paperwork issues that need to be fixed within the ownership, but compared to the other issues at this time they aren't really that big of a deal. What the lawyer/paralegal meant to write, I can't hope to know. I do know that the US legal system is full of typos and even those haven't gotten me out of a speeding ticket yet.

There is a lot of restructuring that needs to be done at the higher levels of the company. Everyone, including Loren, would agree he did a sucktastic job at CFO and needed to be replaced there. But these things take some time and right now there are bigger fish to fry. Once the license is in place we should be able to spend more time doing some of the other stuff we'd like to be doing.

In the meantime, I've got unicorns to write about....

I would like to say thanks for the post, it gave us enough to be able to figure things out , without going into the things that should not really be a matter of our business. I would say that this is quite clear for us to figure out how things are structured.

It's not really clear at all - it just indicates that KC and co are not all members of the LLC, potentially due to 'paperwork issues'. They may have brought an intrest in the LLC and it was never recorded (most likely I suspect), which leaves them up shit creek without formal documentation (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). Anyway, it all seems very plausible that only the Colemans at members of the LLC and the lawyer had it correct from day one.