Sonic Blue Chpt. 11 and Sale of Assets - Page 9 - AVS Forum
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post #241 of 265 Old 03-28-2003, 02:10 PM
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Originally posted by johngd
Read it anyway you want but to think the guide is just a feature like the 30 second skip is beyond even normal lawyer bulls$$$.
Well, one lawyer can argue that the guide is an important feature, to be sure, but it's a feature nonetheless. Another lawyer can argue that it's some kind of uber-feature, worthy of special protection above and beyond the other features. That's what judges are for.
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post #242 of 265 Old 03-28-2003, 02:11 PM
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Quote:
Originally posted by acs236
I haven't signed up for lifetime -- is there a contract that you agree to when you do? I'd be interested in seeing a copy, if so.
It's posted here: http://www.sonicblue.com/services/_t...ion.asp?cat=23

And it applies to both lifetime and monthly.
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post #243 of 265 Old 03-28-2003, 02:13 PM
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Quote:
Originally posted by rseligman
Why not? The contract terms state they may disable any feature or functionality of the ReplayTV Service or on the ReplayTV unit and delete... features in any software update. All they have to do is disable all service features, and the service is effectively cancelled. Heck, they could even disable the feature that causes the Replay to call in at all. Then the service is effectively (if not formally) cancelled, and it's all within the terms of the service agreement.
Despite your broad interpretation of any meaning all, laws protecting consumers exist in all states and do not permit the nonsense you are suggesting. In other words lawn mowers must be suitable for mowing lawns. John Deere representatives may not come by during the night and disable the lawn mowing function of a John Deere lawn mower because their products contain language that specifications can change without notice.

Digital video recorders with guide service can not just be changed to doorstops without court approval or the party initiating such an action will face legal consequence. To do the kinds of things you are suggesting would require court approval and are not automatically allowed in the contract you cite. Features can be added or removed as the language in the contract states. The basic functionality of being a hard disk video recorder with guide service can not be one of those feature removals. A contract for lifetime service can not be unilaterally amended and the service ended by the service provider without legal consequence. Of course anybody can do anything they want at anytime they want but not without legal consequences in this country. Although your gloom and doom interpretations are being posted in this and the TiVo community, often in response to one of my posts, you should probably get a better understanding of contracts and consumer protection laws if you want to respond to my posts and convince people I am wrong.

Chris
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post #244 of 265 Old 03-28-2003, 02:14 PM
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Quote:
Originally posted by Keoki
Old news but worth a read.

http://www.twice.com/index.asp?layou...cleid=CA252203
The one interesting part:
Quote:
The company doesn't plan to acquire brands with distribution in national chains or electronics/appliance stores. "Our channels are custom and specialty A/V," he said.
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post #245 of 265 Old 03-28-2003, 03:12 PM
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Originally posted by Chris Gerhard
Despite your broad interpretation of any meaning all
Which contrasts, I presume, with your narrow interpretation. Nothing wrong with that; legal debates usually entail overly-broad vs. overly-narrow arguments.

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laws protecting consumers exist in all states and do not permit the nonsense you are suggesting. In other words lawn mowers must be suitable for mowing lawns.
The only "nonsense" is comparing DVRs to a lawnmower. Unless you have a lawnmower with a lifetime service contract.

Quote:
A contract for lifetime service can not be unilaterally amended and the service ended by the service provider without legal consequence. Of course anybody can do anything they want at anytime they want but not without legal consequences in this country.
Replay (and probably TiVo) has text in the contract stating that they can make any change to the service, at any time, and that you agree that they are not responsible for any resulting liability. They also say, "ReplayTV may modify the terms and conditions of this Agreement from time to time and will notify you of these changes". I would assume that if this language has no legal meaning that they wouldn't bother putting it in there. But since it's there, it's reasonable to assume that they would argue it if necessary.

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Although your gloom and doom interpretations are being posted in this and the TiVo community, often in response to one of my posts, you should probably get a better understanding of contracts and consumer protection laws if you want to respond to my posts and convince people I am wrong.
If you read my "gloom and doom" posts, you'll see that I began by expressing hope that Replay continues, as competition is good for both Replay and TiVo. I never said I expected D&M to cancel the service, and in fact I specifically said that I expect that they will not.

I did join this thread, largely in response to your posts in particular, because I noticed that anyone who suggested the possibility of losing the service was told that there was no way this could happen, that the contract precludes it, there was no possible reason why D&M might do that, and that it could only be authorized by a bankruptcy judge. While I admire the blind optimism, I do not believe it is realistic.

I base this on my interpretations of actual quotes, and on excerpts from the actual legal contract. I have tried to support my opinion with facts. Your rebuttal of my position seems to be based solely on your unaccredited "better understanding of contracts and consumer protection laws". While I am not attempting to "convince people you're wrong", I suppose that I am on some level responding to your implied attitude of being unquestionably right. You said there's no reason why D&M might cancel the service, I suggested possibilities; you said only a judge can cancel the contract, I excerpted parts of the contract that allow service deletions; you said they can't cancel the guide, I asked why not, and your answer seems to be simply that you have "better understanding of contracts and consumer protection laws" than I do. Which may be, but you haven't cited any practical information contained in that knowledge, other than "they can't do that".

At this point, I can see that you've become more focused on me than on the content of my posts, so continuing this dialog would seem to serve no further useful purpose.
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post #246 of 265 Old 03-28-2003, 03:31 PM
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Quote:
Originally posted by QuadGuy
Once again, though, there is the PANASONIC Showstopper issue. A not-unsubstantial percentage of the oroginal Replay units are Panasonic Showstoppers. Those units were sold with a LIFETIME subscription noted on the outside of the box with no noted caveots. (That is, not lifetime unless we deem the product dead, not lifetime unless Replay decides to charge for your subscription). Since Panasonic is not going out of business any time soon, they have a liability on their hands. Now, while there are several ways they could address that (refund money, pay someone to maintain the service, offer free upgrade to a different model with lifetime subscription), they do have to address it. They cannot hide behind REPLAY's bankruptcy, because the lifetime obligation on those units is an obligation of PANASONICs.

Quad
I see the indirect liability of Replay no longer providing the free channel guide being on ReplayTV. I own one of those "unsubstantial percentage " Showstoppers. Why would I ever purchase another product from a company who changes the rules mid-stream? It may be necessary for them financially, but I can tell you what my decision for future product choices would be.
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post #247 of 265 Old 03-28-2003, 03:57 PM
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Quote:
Originally posted by QuadGuy
Once again, though, there is the PANASONIC Showstopper issue. A not-unsubstantial percentage of the oroginal Replay units are Panasonic Showstoppers. Those units were sold with a LIFETIME subscription noted on the outside of the box with no noted caveots. (That is, not lifetime unless we deem the product dead, not lifetime unless Replay decides to charge for your subscription). Since Panasonic is not going out of business any time soon, they have a liability on their hands. Now, while there are several ways they could address that (refund money, pay someone to maintain the service, offer free upgrade to a different model with lifetime subscription), they do have to address it. They cannot hide behind REPLAY's bankruptcy, because the lifetime obligation on those units is an obligation of PANASONICs.

Remember though, lifetime has always meant lifetime of the product not the owner. Now the questions is what the definition of "Product Lifetime" is.
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post #248 of 265 Old 03-28-2003, 06:08 PM
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Quote:
Originally posted by rseligman
Replay (and probably TiVo) has text in the contract stating that they can make any change to the service, at any time, and that you agree that they are not responsible for any resulting liability. They also say, "ReplayTV may modify the terms and conditions of this Agreement from time to time and will notify you of these changes". I would assume that if this language has no legal meaning that they wouldn't bother putting it in there. But since it's there, it's reasonable to assume that they would argue it if necessary.
Just to address this one point: Contracts are written every day that contain totally unenforcable language, meaningless language, and stipulations that the writer knows has no legal meaning. One of the most common is the "no guarantee of fitness for purpose" clause, which is bogus from top to bottom. For that matter, it took about 15 years for "shrink wrap" licenses on software to become enforcable, but they kept writing them even when they weren't.

One of my current favorites (having just signed a contract on a house) are the HOA regulations that prohibit the placement of satellite or OTA broadcast antennas on a property.

They know these clauses are invalid, and know that they won't survive a challenge - they just want to make you _think_ that they are valid, so maybe you won't fight them. That's why most of them include a clause stating that the invalidity of one part of the contract doesn't affect the rest of the contract.

The fact that you assumed that it was valid "or else they wouldn't bother putting it in there" shows just how well this tactic works.
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post #249 of 265 Old 03-28-2003, 06:23 PM
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Quote:
Originally posted by Scyber
Remember though, lifetime has always meant lifetime of the product not the owner. Now the questions is what the definition of "Product Lifetime" is.
Certainly lifetime can not be construed to mean forever or even my lifetime for that matter. Since these devices were manufactured between 2000 and 2002 for the most part, a reasonable lifetime would be a period of years from manufacture date. To decide that the lifetime ended in 2003 would not be reasonable. If it was decided in 2010 that the lifetime of these products had ended that might be reasonable. It is not a precise period but courts have ruled on similar questions in the past. A lifetime of 7 years might very well be considered reasonable if very few were still operating at that time.

Chris
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post #250 of 265 Old 03-28-2003, 06:35 PM
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Quote:
Originally posted by rseligman
Replay (and probably TiVo) has text in the contract stating that they can make any change to the service, at any time, and that you agree that they are not responsible for any resulting liability. They also say, "ReplayTV may modify the terms and conditions of this Agreement from time to time and will notify you of these changes". I would assume that if this language has no legal meaning that they wouldn't bother putting it in there. But since it's there, it's reasonable to assume that they would argue it if necessary.

The language in the contract does have meaning. It does not give ReplayTV the right to render the devices useless anytime they choose. State laws supersede any interpretation you may have that this could be done. The right to remove features is not the same as the right to make the device quit working despite what you continue to state. ReplayTV could remove the internet show sharing, the commercial advance, and perhaps other features. The lifetime service obligation can be voided in bankruptcy. ReplayTV can not just decide to make all ReplayTV PVRs quit working to avoid having to provide the service.

Laws to protect consumers from what you are suggesting have been in force for decades and a contract can not make it legal. Any contract that has a provision to do something that is not lawful is not enforceable as to that clause. I can't read the contract and come to the conclusion you do anyway, but even if that was the intention, it is not enforceable, period.

Chris
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post #251 of 265 Old 03-29-2003, 08:25 AM
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Quote:
Originally posted by Chris Gerhard
The language in the contract does have meaning. It does not give ReplayTV the right to render the devices useless anytime they choose. State laws supersede any interpretation you may have that this could be done.
Chris, all that you argue depends on exactly how D&M, Inc. acquires assets from SONICBlue (if they do actually do). They may purchase SONICBlue's RePlayTv subsidiary, they may purchase SONICBlue's RePlayTv subsidiary without its existing service contracts (those may be retained by SONICBlue), or they may just acquire RePlayTv's assets without acquiring the company itself. In two of these scenarios, it would SONICBlue and not D&M, Inc. that was responsible for providing service for these boxes and when their deals are complete they will probably be liquidated under chapter 7, so all that would be left is suing their carcass.

Again, this is not to say that it will happen that way, just that your arguments about why everything will be fine do not hold up to scrutiny.

/carmi
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post #252 of 265 Old 03-29-2003, 08:36 AM
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Quote:
Originally posted by rseligman
That's what judges are for.
No that is what consumer protection laws are for.
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post #253 of 265 Old 03-29-2003, 08:40 AM
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Quote:
Originally posted by majortom

Again, this is not to say that it will happen that way, just that your arguments about why everything will be fine do not hold up to scrutiny.

/carmi
Yea great point and of course the world may end tomorrow also.
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post #254 of 265 Old 03-29-2003, 02:03 PM
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Majortom,

It depends in part of state law what a purchaser of Replay would be liable for. In many states, when you purchase assets of a company, you're responsible for its liabilities (i.e., the lifetime subscribers) even if you expressly carve those contracts out of the purchase.
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post #255 of 265 Old 03-29-2003, 04:32 PM
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Quote:
Originally posted by majortom
Chris, all that you argue depends on exactly how D&M, Inc. acquires assets from SONICBlue (if they do actually do). They may purchase SONICBlue's RePlayTv subsidiary, they may purchase SONICBlue's RePlayTv subsidiary without its existing service contracts (those may be retained by SONICBlue), or they may just acquire RePlayTv's assets without acquiring the company itself. In two of these scenarios, it would SONICBlue and not D&M, Inc. that was responsible for providing service for these boxes and when their deals are complete they will probably be liquidated under chapter 7, so all that would be left is suing their carcass.

Again, this is not to say that it will happen that way, just that your arguments about why everything will be fine do not hold up to scrutiny.

/carmi
Whether D&M purchases ReplayTV, Inc., which is what I am reading is the intention, or just purchases the assets, if D&M wants the lifetime service contracts voided the bankruptcy court will do that. It would not be clear that the assets could be transferred clear of the service liability contracts otherwise. I am interpreting what I have read to indicate that D&M is working toward purchasing ReplayTV and continuing the ReplayTV service because that is what has been written. You are speculating that D&M wants to purchase intellectual assets or other assets and end the ReplayTV service. I can't see one shred of evidence anywhere that it is what is being considered and I also can't come up with any reason why that would be the intended deal. I agree it can happen, I am just saying why? It makes no sense. I would say your suggestion doesn't hold up to scrutiny. The deal may fail, I don't know but unless I see otherwise I believe the deal being contemplated includes continuing the ReplayTV service.

Chris
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post #256 of 265 Old 03-29-2003, 06:23 PM
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Quote:
Originally posted by Chris Gerhard
I am interpreting what I have read to indicate that D&M is working toward purchasing ReplayTV and continuing the ReplayTV service because that is what has been written.
Chris -
Can you point to a quote from someone at D&M, Inc. that indicates that view? So far, I have only seen quotes from SONICBlue people that suggest that.

/carmi
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post #257 of 265 Old 03-29-2003, 06:31 PM
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Quote:
Originally posted by acs236
Majortom,

It depends in part of state law what a purchaser of Replay would be liable for. In many states, when you purchase assets of a company, you're responsible for its liabilities (i.e., the lifetime subscribers) even if you expressly carve those contracts out of the purchase.
It also depends on what assets are purchased. If they purchase just RePlayTv's IP (by which I mean code base, hardware designs and patent portfolio), but not its inventory, phone system, etc., then it is quite clear that if approved by a bankruptcy court they would not be acquiring any liabilities that they did not choose to accept.

/carmi
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post #258 of 265 Old 03-29-2003, 09:53 PM
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Quote:
Originally posted by majortom
Chris -
Can you point to a quote from someone at D&M, Inc. that indicates that view? So far, I have only seen quotes from SONICBlue people that suggest that.

/carmi
No I have not seen any quotes from D&M either way. The speculation from the articles I have read by independent writers is consistent with the SONICblue statement. We will know soon enough.

Chris
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post #259 of 265 Old 03-29-2003, 11:25 PM
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All of this speculation for most of us is useless! The only people that are currently affected are those considering buying a new replay or a lifetime contract for an existing replay.

D&M will structure the buyout in a way that that will let them do whatever management plans to do. What form those plans will take is completely unknown to us. Even if D&M had stated their intentions, that does not mean they would do what they said once the sale is closed.

The only thing we can be sure of is that D&M will take the path that management thinks is the most profitable for the company, regardless of anything that had occured prior to the sale.

Let's just hope that when all is said and done, all the basic functionality of the replay remains intact and we still have at least a channel guide available.
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post #260 of 265 Old 03-30-2003, 02:23 AM
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Quote:
Originally posted by JJON2121
All of this speculation for most of us is useless! [snip]
Oh sure, bring logic and reason into the discussion on PAGE 9 of this thread. :D
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post #261 of 265 Old 03-31-2003, 01:18 AM
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Quote:
Originally posted by rseligman

Quote:
Originally posted by Keoki
Old news but worth a read.
http://www.twice.com/index.asp?layo...icleid=CA252203
The one interesting part:

Quote:
The company doesn't plan to acquire brands with distribution in national chains or electronics/appliance stores. "Our channels are custom and specialty A/V," he said
another interesting part:
Quote:
from the TWELVE article
Merle Gilmore, D&M's chairman and CEO
in constrast with:
Quote:
from dm-holdings.com
Tatsuo Kabumoto
President and CEO
D&M Holdings Inc.
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post #262 of 265 Old 03-31-2003, 05:41 AM
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Quote:
Originally posted by bakerzdosen
Oh sure, bring logic and reason into the discussion on PAGE 9 of this thread. :D
It shows up on page 13 on my computer. I am not going to go back and see if someone has amended a post to add 4 pages of speculation.

Chris
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post #263 of 265 Old 03-31-2003, 02:17 PM
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I actually purchased a ReplayTV 5040 about a week before the announcement. I've been debating sending the unit back.

Should I keep it and tough it out? I'm still not convinced that the $100 rebate will reach me.
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post #264 of 265 Old 03-31-2003, 02:39 PM
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Did you send in the rebate yet ?

Because if you did I'm not sure you can send it back.

And if after a week of this debate. if you have not made up your mine
what to do yet. I don't know what to tell ya. My 5040's are over 100 day old. So I'm "Happy" I don't have to worry about what I'm going to do.
;)

WeÂre doomed. It will never work
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post #265 of 265 Old 03-31-2003, 02:48 PM
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Nope, I haven't sent it in yet. I actually have been away on vacation and have not been following this situation too closely.

I will probably end up keeping it, crossing my fingers, and throwing some more cash into the wind.
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