To: Jeffrey S. Mitchell who wrote (21710 ) 12/1/2004 10:21:24 PM From: wonk Read Replies (2) | Respond to of 32917 …So, there are two real issues here. The first is whether SI can legally be construed to have closed down. Since money changed hands, as opposed to just different management taking over, I would think the answer would be yes. If so, all prior contracts are void. Case closed. The fact that Bob has decided to honor any contracts at all is simply out of the goodness of his heart. Actually, Jeff, its an interesting legal question. Upthread, Dave indicated that only the assets were purchased. (and yes I’m aware of Dave’s “pre-retirement” profession)Message 20814451 Downthread, Bob said the only “liabilities” he feels he inherited were to provide certain features to grandfathered members. Message 20815881 If as Dave implied it was a straightforward asset-purchase agreement, then one would have to examine how the “customer base” was treated in the sale documents. If, for example, only tangible assets were sold (servers, message database, software code), then Bob would not have any rights to any of the member account information (either grandfathered or paying subscribers.) Since, it appears obvious that the purchase included us as members along with the SI name, I assume the purchase agreement therefore included both quantifiable and non-quantifiable tangible AND intangible assets. (both the physical stuff and the subscribers and the brand etc). IMHO, if the customer base was deemed an asset (and is specified in the purchased agreement) then Bob also purchased all the service obligations associated with that asset. Hence, if my understanding of the legal aspects of asset purchase agreements as well as acquisition accounting is still up to date, the “new” SI is legally obligated to continue to provide that level of service that was implicit in the agreements with grandfathered or paid lifetime members. However, I think Bob’s sense (and Dave’s and yours Jeff, and Bill’s) that he is not obligated to provide new features to conveyed subscribers is absolutely accurate. If, OTOH, it the legal language is vague as to the transfer of the customer base, then one could argue that Infospace still owns that base and still has a legal obligation to provide service. Hence, if Bob “choose” to throw out the old subscribers he would be within his rights to do so, but the subscribers would have a claim against Infospace for the lost value of their grandfathered and paid lifetime subscriptions. Assuming Infospace – when it owned it – kept SI in a separate corporate shell, then it could walk away from that obligation by folding the shell in a Chapter 7. Just for giggles and grins, I really like to see the purchase agreement. :-) ww