Here is more on another case against good old Louis:
part 2
Dear Investor to Investor readers:
While I was in court waiting to testify as an "expert witness" in the case of Nanopierce Technologies against
Louis DiFrancesco, I heard testimony that Louis had made an agreement to give 50% of the principal patent,
the one on which all subsequent patents were based, to a Kenneth S. Bahl and to his company, Sierra
Circuits and that Louis had not properly terminated that agreement before he sold 100% of all of the patents
to Particle Interconnect Corp. the subsidiary of Intercell which was formed from the merger with Particle
Interconnect Inc. (The same patents that were transferred from Particle Interconnect to Nanopierce
Technologies) Louis did not feel the need to disclose this to Particle Interconnect Corp. before he signed the
agreement with Particle Interconnect Corp.
Due to that information coming out in the court testimony, and that it showed more of Louis' character and the
damage he had done to Intercell, I decide to request the court documents in that case as well. Needless to
say they are lengthy, so I have taken excerpts from the documentation here as I did in the Preliminary
Judgement. Again these are my own personal opinions based on the testimony that I heard and the court
documents.
As before my comments are bracketed.
[ Particle Interconnect Corp. in order to clear title to its patents had to sue Kenneth S. Bahl and so filed a
Complaint For Declaratory Judgement Quieting Title and for Damages, excerpts of which follow.]
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT COURT CALIFORNIA
________________________________________
PARTICLE INTERCONNECT CORPORATION
Plaintiff,
v
KENNETH S. BAHL
SIERRA CIRCUITS, INC.,
Defendants.
________________________________________
FOR DECLARATORY JUDGEMENT QUIETING TITLE AND FOR DAMAGES
Plaintiff Particle Interconnect Corporation ("Particle Interconnect") states and alleges as follows:
NATURE OF THE ACTION
1. This action concerns U.S. Patent No.5,083,697 (the "'697 Patent"), which was assigned in its entirety to
Particle Interconnect by the named inventor Louis DiFrancesco on September 3, 1996. Defendants Kenneth
S. Bahl ("Bahl") and/or Sierra Circuits, Inc ("Sierra) wrongfully contend that they have a fifty percent
ownership interest in the '697 Patent. Particle Interconnect seeks a declaration from this Court quieting title
to the '697 Patent and confirming that Particle Interconnect is the sole owner of all right, title and interest in
and to that patent.
[General information follows, not pertinent to this writing, so I have skipped to the Background of the case]
BACKGROUND
7. Louis D. Francesco ("DiFrancesco") is an individual currently residing in Hayward,California. DiFrancesco
is a mechanical engineer with certain expertise in the particle interconnect technology. DiFrancesco named
inventor on the '697 Patent and other patents relating to the particle interconnect technology.
8. On February 14, 1990 DiFrancesco filed an application to obtain a patent for"Particle- Enhanced Joining
of Metal Surfaces" in the United States Patent & Trademark Office (the "Patent Office"), As a result of that
application, on January 22, 1992, the Patent Office duly issued U.S. Patent No.5,053,697 to DiFrancesco.
The '697 Patent is currently in effect on the records of the Patent Office. (A copy of the '697 Patent is
attached hereto as Exhibit A and is incorporated by reference herein.)
9. On or about March 31, 1994, DiFrancesco formed a Corporation doing business as "Particle Interconnect,
Inc." and assigned the '697 Patent to that entity.
10. On or about September 3, 1996, DeFrancesco, as president and CEO of Particle Interconnect Inc.,
assigned the entire right title and interest in and to the '697 Patent to the plaintiff Particle Interconnect.
Concurrently therewith, Particle Interconnect, Inc. merged into Particle Interconnect, (A copy of the
assignment to Particle interconnect is attached hereto as Exhibit B and is incorporated by reference herein.)
Pursuant to that Assignrnent plaintiff Particle Interconnect is the exclusive owner of the '697 Patent.
11. Plaintiff Particle Interconnect has now learned that defendants Bahl and/or Sierra claim to have a fifty
percent ownership interest in the '697 Patent in derogation of plaintiffs rights. Those rights were purportedly
derived from a "Patent and Business Development Agreement" between DiFrancesco, Bahl and Sierra
dated February 14, 1990. (A copy of the "Bahl Agreement) is attached hereto as Exhibit C.)
12. Concurrently with the execution of the Bahl Agreement, DiFrancesco delivered toBahl a copy of a
document purporting to assign a fifty percent interest in the '697 Patent to Bald in consideration for the
performance byBahl and Sierra of their obligations under the Agreement and to permit Bahl to exchange an
interest in the technology for fifty percent of the equity in the company to be founded pursuant to section 6 of
the Bahl agreement. (A copy of the "Bahl Assignment" is attached hereto as Exhibit D.) Bahl's and Sierra's
obligations under the Bahl Agreement included, inter alia the formation of an entity to exploit the patented
technology within two months after the effective date of the Bahl Agreement and the payment of certain
expenses including, without limitation, the cost of prosecuting certain counterpart applications to the '697
Patent in foreign countries. The Bahl Agreement specifically provided for rescission as a remedy in the event
of a breach of that agreement.
13. Bahl and Sierra breached their obligations under the Bahi Agreement, including, without limitation, the
obligations specifically identified in paragraph 12 herein and were put on notice of this fact by DiFrancesco
on or about April 14, 1991. After defendants failed to correct their breaches, on or about July 2, 1991,
DiFrancesco terminated his relationship with the defendants and advised that the Bahl Agreement was
rescinded due to the defendants breach.
14. In contravention of DiFrancesco's rights and his notice regarding rescission of the Bahl Agreement and in
violation of the rules of the Patent Office requiring an original assignment, Bahl and Sierra proceeded to
record a copy of the Bahl Assignment with the Patent Office in September, 1991.
15. Plaintiff Particle Interconnect contends that the Bahl Assignment was null, void and of no effect due,
among other things, to the failure of consideration promised by Bahl and Sierra and the failure of Bahl and
Sierra to abide by the terms of the Bahl Agreement to establish the "entity" as defined in and contemplated
by the Bahl Agreement.
16. Alternatively, even if DiFrancesco had grantedBahl or Siena an interest in the '697 Patent under the Bahl
Assignment, that interest was rescinded as provided by the express terms of the Bahl Agreement because of
the defendants'failure to abide by, comply with, and breach of that agreement.
17. Particle Interconnect has communicated with Balh and Sierra in an effort to have them confirm that
theBahl Assignment is void and/or rescinded, but Bahl and Sierra have refused to provide that confirmation.
FIRST CAUSE OF ACTION
(Declaratory Relief Ouieting Title to the '697 Patent)
18. Plaintiff realleges each of the allegations set forth in Paragraphs 1through 17 as if fully set forth herein.
19. This is a claim for declaratory relief brought under the provisions of 28 U.S.C. § 2201 et seq. and Rule 57
F.R.C.P.
20. An actual controversy has arisen and now exists between Particle Interconnect and defendants
concerning their respective right, title and interest in and to the '697 Patent. Particle Interconnect contends
that defendants do not have and never had any right or interest in or to the 697 Patent. Defendants dispute
these contentions and assert a purported fifty percent ownership interest in the '697 Patent.
21. Partide Interconnect seeks a judicial determination to quiet title to the '697 Patent and to determine the
parties' respective rights, title and interest in and to the '697 Patent.
22. A judicial declaration is necessary and appropriate at this time in order that Particle Interconnect may
confirm its exclusive ownership of the '697 Patent and mitigate any further damage to its business as a result
of the defendants' claim of partial ownership.
SECOND CAUSE OF ACTION
(Slander or Disparagement of Title)
23. Plaintiff realleges each of the allegations set forth in Paragraphs 1 through 22 as if fully set forth herein.
24. Defendants contend that they still maintain an interest or right in the '697 Patent, and have published this
contention to third parties through, inter alia, their improper recording of the Bahl Assignment with the Patent
Office and their refusal to take action to correct that improper recording.
25. Defendants' contentions with respect to the '697 Patent are false and are not justified.
26. Defendants' representations with respect to the '697 Patent have caused Particle Interconnect to suffer
direct picuniary loss iin an amount not yet determined but
to be determined at trial.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays Judgment against Defendants, and each of them, as follows:
A. For a declaration that Particle Interconnect owns the entire right title and interest in U.S. Patent
No.5,083,697;
B. For damages for slander or disparagement of title in an amount not yet determined but to be determined
at trial;
C For Particle Interconnect's attorneys' fees and costs; and
D. For such other and further relief as the Court may deem proper.
[Stipulated Final Order in the above case]
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
OAKLAND DIVISION
___________________________________
PARTICLE INTERCONNECT No. C-97-3272-SBA
CORPORATION,
Plaintiff, STIPULATED FINAL ORDER
vs
KENNETH S. BAHL, an individual and
SIERRA CIRCUITS, INC.,
Defendants.
_____________________________________
The parties hereto having advised the Court that they have resolved the
matters between them and agreed to the entry of this Order as indicated by the
signatures of thefr respective counsel below; and
This Court having reviewed the Complaint and the Declaration of Facts
submitted in connection herewith.
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. This Court has jurisdiction over the parties and over the subject matter of this
action under 28 U.S.C. §§1332 and 1391.
2. The Court finds in favor of plaintiff, Particle Interconnect Corporation
("Particle Interconnect") on its First Cause of Action. The Court declares that Particle
Interconnect is the owner of the entire right, title and interest in U.S. Patent No.
5,083,697 (the "'697 Patent"). The Assignment dated February 14, 1991, attached to the
Complaint as Exhibit D was void.
3. Except as provided herein, all claims and defenses which were asserted or
could have been asserted m this action are hereby dismissed with prejudice.
[A Settlement was made in the case in a document called SETTLEMENT AGREEMENT AND
DECLARATION OF FACTS in which Particle Interconnect Corp. had to pay Kenneth S. Bahl to regain the
50% of the patents that should have legally been transferred to Particle Interconnect Corp. when the
Agreement with Louis and Lawrence DiFrancesco had been made!!! This action and the terms of the
settlement agreement were disclosed in SEC filings and in court testimony so now it is in the public record
and accessible to persons such as myself. I have excerpted parts of the Settlement Agreement below.]
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into and is effective this
20th day of January, 1998 (the "Effective Date"), by and among Particle Interconnect
Corporation a corporation organized and existing under the laws of the State of
Colorado, having a place of business at 370 Seventeenth Street, Suite 3290, Denver,
Colorado ("Particle Interconnect"), Kenneth S. Bahl, an individual having a business
address at 1108 West Evelyn Avenue, Sunnyvale, California ("Bahl"), and Sierra
Circuits, Inc. a corporation organized and existing under the laws of the State of
California, having a place of business at 1108 West Evelyn Avenue, Sunnyvale,
California ("Sierra").
WHEREAS, Particle Interconnect is the assignee of all right, title and interest in
and to U.S. Patent No.5,083,697 (the "'697 Patent") from the inventor Louis DiFrancesco;
WHEREAS, Particle Interconnect has initiated a civil action against Bahl and
Sierra, inter alia to quiet title in and to the '697 Patent (i.e., Civil Action No. C-97-3272-
SBA, captioned "Particle Interconnect v. Kenneth S. Bahl et al.." pending in the United
States District Court for the Northern District of California, Oakland Division; the
"Litigation"); and
WHEREAS, Particle Interconnect, Bahi and Sierra desire to resolve any and all
claims and differences among them including, without limitation, the Litigation on the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:
1. Payment: Prior to January 27, 1998, Particle Interconnect:
(a) shall pay the sum of one hundred seventy-two thousand five
hundred dollars ($172,500) to "Kenneth S. Bahl and Sierra Circuits, Inc." and
(b) shall cause to be delivered to Kenneth S. Bahl two hundred fifty
thousand (i.e., 250,000) shares of the common stock ("Common Stock") of Intercell
Corporation. The Common Stock shall consist of shares of Intercell Corporation's
issued and outstanding Common Stock which have been previously registered in
accordance with the provisions of the Securities Act of 1933, as amended (the "Securities
Act") and which are currently traded publicly.
2. AcknowIedgment that the '697 Patent is Owned bv Particle Interconnect:
Concurrently with the execution of this Agreement Bahl and Sierra:
(a) shall execute the Declaration of Facts attached hereto as Exhibit A
verifying facts corroborating that the Assignment of February 14, 1991, from Louis
DiFrancesco was a nullity and that Particle Interconnect owns the entire right, title and
interest in and to the '697 Patent;
(b) shall execute the Acknowledgment of Non-Assignment attached
hereto as Exhibit B; and
(c) shall deliver the executed documents identified in subparagraphs
(a) and (b) to Particle Interconnect for filing with the Court and/or the United States
Patent Office, as Particle Interconnect sees fit to corroborate its ownership of the '697
Patent.
Bahl and Sierra represent that the Declaration of Facts is true and accurate. Further,
BahI and Sierra shall execute such additional documents as requested by Particle
Interconnect and shall otherwise cooperate with Particle Interconnect as requested by
Particle Interconnect to place Particle Interconnect in the same position it would have
been in with respect to the title to the '697 Patent prior to the execution of the alleged
Assignment of February 14, 1991, between Louis DiFrancesco and the defendants and as
if that Assignment and the agreement executed on February 14, 1991, had not occurred.
Bahl acknowledges that the original of the Assignment of February 14, 1991, is not in his
possession and hereby grants his consent to any third party in possession of that
document (e.g., Fenwick and West) to provide that document to Particle Interconnect.
3. Resolution or Litigation: The parties agree to conclude the Litigation on
the terms and conditions set forth in the Stipulated Final Order attached hereto as
Exhibit C. The parties shall cause their respective counsel to execute the order, to
submit it to the Court and to take all other action required for entry thereof. Each of the
parties shall bear its own costs, attorneys' fees and other expenses incurred in
connection with the Litigation and the resolution thereof.
[In my opinion, which has been my opinion all along, Louis has been the one who is stretching the truth,
misrepresenting the facts, impeding the progress of exploiting the technology, and he has been interfering
with the Nanopierce in every way possible.
Louis contributed to the precipitous drops in share prices in both Intercell (INCE) and Nanopierce (NPCT)
through his misleading statements to various entities. He files what appear to be frivolous lawsuits that he
can't win and in so doing he casts aspersions on the parties involved and has caused immense monetary
losse to both companies.
The termination of the employment agreements of Louis' brother, Lawrence and his girlfriend Trisha, was
testified to in court and amounted to half a million dollars (a quarter million dollars each) to remove them as
employees and officers in the company after they and Louis plowed through the bulk of the $1.5 million that
was entrusted to them to develop and market the technology in a few short months!!!
The technology was transferred to Nanopierce to try and salvage the PI Technology and it's historical
reputation from Louis' damage to the name of Intercell. Louis has contributed greatly to the decline in the
share price in Intercell which was driven down to nearly nothing.
It is my opinion that Paul Metzinger has been libeled and slandered by Louis for trying to save the PI
Technology from extinction through multiple legal actions. All of which have been made necessary by the fact
of Louis' inability to differentiate between reality and fiction. He is his own worst enemy.
Louis is now effectively "shut up" and if he oversteps the court bounds could be sited for contempt of court. I
understand that contempt can be punishable by a person being put in jail. So if you see anything else written
by Louis DiFrancesco on the boards see it for what it is and let the company know about it. The Final
Declaratory Judgement being pursued right now will show the entire world once and for all that Louis
DiFrancesco has no further claim on the patents, the name of Particle Interconnect, any connection to
Nanopierce or Intercell, except as a stockholder, or any right to make contact with any investors, licensees,
potential licensees, potential joint venture partners, etc. in connection with the PI Technology or it's
ownership.
Louis has hurt us all, but he will not keep us down. The PI Technology will be exploited and the value of the
company shares will go up as the performance of the Nanopierce executives is allowed to progress
unimpeded. If Louis behaves himself, he may actually see the value of his shares in Intercell return to a proper
level of valuation and still come out ahead of the game.
I trust Paul Metzinger's indomitable spirit in the face of all of the controversy and Gil Olachea's knowledge of
the interconnect business.
Kathy Knight-McConnell
Investor to Investor
imall.com
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NOTE:
1) I am in receipt of a certificate for 24,500 restricted (and as yet unregistered) shares of NPCT stock as
payment for an "introductory fee" to certain parties in Switzerland.
2) I have recently been retained by DCH Technologies, Inc. to write their press releases on a per release
payment schedule. No shares have been offered or received.
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