<<< Well, he's already getting $250,000 a year plus lots of stock options for the next five years. It won't be cheap to cut ourselves loose from him. What exactly does he do for the $250,000 a year?>>>
Baldy,
I hope you were asking that question in jest, right? You do realize that the entire MusicCard concept (the entire CCI subsidiary of TSIG for that matter) is based on Mr. Piercy's marketing and business plan. Plain and simple, Compactconnection as we know it would not exist without Mr. Piercy. How much is that worth?
To the former dealers (and people can post this elsewhere to make sure they read it):
I am not saying that the legal troubles from the former dealers are unimportant. To the contrary, I think they should be address with all due speed. However, to the best of my knowledge the former dealers have no legal grounds to file suit against TSIG. The website (http://pweb.netcom.com/~rengbers/index.html) they put up is amateurish and shows an obvious lack of business/legal knowledge. For example, under the "The 'New' Compactconection" link (http://pweb.netcom.com/~rengbers/english.htm) are the following statements:
"Unique, perhaps, to the history of acquisitions and mergers is the recent agreement between Darrell Piercy (of Compact Connection, Inc.) and Robert Gordon (the chairman of Teleservices International Group).
Completed in July of 1998, it asserted the following:
o TSIG acquired the "assets" and "marketing strategy" of the old Compact Connection; it did not acquire any of the liabilities (court judgments against CCI, reimbursement agreements, existing dealer contracts, obligations, etc.)"
Purchasing the assets and "goodwill" of another company is probably the most common way to structure an acquisition. There is absolutely nothing "unique" about it. Whoever wrote this is not much of a businessman.
"The new Compact Connection, Inc. (owned by TSIG) was duly incorporated in the state of Delaware (although its base of operations is in St. Petersburg, Florida)."
Again, *very* common. In fact, my company was incorporated in Delaware but only has offices in Indiana. Delaware is a great state to incorporate in for various legal/financial/tax reasons.
"The new Compact Connection, Inc. will not honor the terms of the dealer's contracts issued by the old Compact Connection, Inc."
Why should they? Do the former dealers have a contract with TSIG (the new compact comnnection)? No! Piercy, however, has a legal obligation to fulfill any contracts with the dealers.
"Of course, the overwhelming majority of the old CCI's assets were purchased with dealer money pursuant to the contracts of which it is in flagrant breach. So, in effect, the new CCI has the money, but contends that it does not have an obligation to honor the contracts."
Correct, TSIG (the new CCI) has no legal obligation to honor contracts made by a completely different company, even though the company names are identical. Again, the old CCI DOES have a legal obligation to honor or settle any previous contracts.
"This arrangement has not yet been tested in the courts, so I cannot speak to its legality."
This has not been tested in the courts because there is no legal basis to file a claim against TSIG. With the amount of time you have wasted (if your time is worth anything at all, you have wasted well over the original $7,500 by now), I am sure that if there were legal grounds to sue TSIG that the former dealers would have done so already.
"And there is no consensus within Teleservices itself."
Someone else will have to explain the relevance of this statement to me. The fact that the employees have different opinions has no bearing on the legal facts of the situation.
"If Darrell Piercy's company had followed this course, however, the assets of the old Compact Connection would have been used to compensate its creditors. In the present agreement, the assets were transferred to the new Compact Connection."
I agree that the former dealers should be compensated. I suggest they sue Mr. Piercy. If they have a legal basis for their claims the court would be able to put on lien on Mr. Piercy's wages, even if he has protected his assets somehow.
"I am not impugning Mr. Gordon or his company."
Yes, you are!
"I am merely explaining the intent and results of his recent agreement with the old Compact Connection, Inc. as I understand them."
Perhaps you should get some legal advice before It is obvious to me that you have no legal recourse against TSIG and that you have decided to libel TSIG in an attempt to put enough public pressure on the company that they will pay you to shut up. I hope that does not happen. I do hope that Mr. Piercy fulfills his obligation, however.
To the former dealer, I offer this advice: Don't be a hypocrite! You obviously feel as though someone (Mr. Piercy) has "trashed" your investment. Well, there are a lot of people who have an investment in TSIG, many of whom have a HELL of a lot more than $7,500 on the line. Why is it alright for you to ruin our investment? If there are legal grounds for you to do so, then file a lawsuit against TSIG and/or Mr. Piercy. But, stop this petty harrassment before YOU get sued by TSIG and/or TSIG's investors.
-Dave |
