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By the CEO, hypothetically. He entered into an oral confidentiality agreement, then signed one later as the corporation.
Sorry for delay. The agreement signed, was by the corporation; the oral was by him, nothing signed of course. However, the signed corporate agreement was "effective" for the previous oral agreement, and two months before.
I appreciate your disclaimers and caution statements, but I am not new to court or this site, and appreciate your candor. Of course I want the truth, and of course you are limited in using your expertise because the questions are abbreviated to hypothetical contexts, so this is taken into account. There is considerable extrinsic evidence that leans to supporting the oral agreement; so it might be better to allege accordingly and see if it survives limine.
Got it, but what I originally was thinking, that in a "crime" (as Civil Theft is), not to mention "deceptive acts and practices, FS 504.204), the corporate veil can be pierced. I was hoping for some classic case law that exhibits that. The genesis of this relationship is that both parties were friends for many years, but each had their own businesses, and were informal at the beginning discussions of a joint venture, then got more formal later. So this could cut either way, I think.
Hypothetically speaking, one company is a small boat parts manufacturer with intellectual properties who just filed Ch-11 because it was out of cash but had lots of equity in equipment to make parts. So it decided to sell their big equipment to a friend/competitor of similar products to capture the equity, then buy the parts from them, made on their old equipment. In the process, they move a lot of smaller machines they don't want to sell to the same competitor for a "joint venture." The 2nd company wanted the use of the intellectual properties for their own product line, and that was agreed. The first company is losing some profit by out-sourcing but they cut way back on their overhead to run the machines so for Ch-11 they come out ahead. After the first company moved all their extra parts to the second company for their planned joint venture, then gave them all the intellectual properties for manufacturing the small parts, the second company reneged just as the first company was filing its Ch-11 business plan, and worse, refused to return the intellectual property. Because the first company could not prove to the court it was making an income on schedule as planned, the creditors won their motion to have it converted to Ch-7, and all the equity it had in equipment that was NOT sold was lost to liquidation. Originally, the first company made the second company sign a non-disclosure agreement that provided for "immediate return" of any property submitted for use as part of their joint venture. When the equipment was demanded for return after the second company reneged, the principal of the first company was still the Debtor in Possession Trustee, and entitled to that. After it was converted to Ch-7, the second company bought all the extra equipment on its own premises from the sham auction for 5 cents on the dollar, and got everything. Hope you didn't get lost. I did.
Ely, your comments were helpful and much appreciated.
M, You are very welcome! (Just closing out the thread; please ignore.)
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