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From: Chuck Simmons
Organization: You jest.
X-Mailer: Mozilla 4.61 [en] (X11; U; Linux 2.0.33 i586)
Subject: Re: Publishing engineering techniques?
References: <3D78DCBD.8040105@BOGUS.earthlink.net> <firstname.lastname@example.org> <3D79F56B.E095CBB1@webaccess.net> <3Mqe9.email@example.com>
Date: Sat, 07 Sep 2002 20:29:18 GMT
NNTP-Posting-Date: Sat, 07 Sep 2002 13:29:18 PDT
Kevin Aylward wrote:
> "Chuck Simmons" wrote in message
> > John Woodgate wrote:
> > >
> > > I read in sci.electronics.design that Frank Bemelman
> > > wrote (in
> > > .euronet.nl>) about 'Publishing engineering techniques?', on Fri, 6
> > > 2002:
> > > >Regulations required I had to sign a contract anyway, so we agreed
> > > >they send me a contract for "0" Euro.
> > >
> > > Under English law, that probably wouldn't be a contract; there has
> to be
> > > a 'consideration', usually a payment of some sort. The contract
> > > have been written with 1 Euro as the consideration (1 Euro-cent
> > > not be enough). I believe US law is similar.
> > Apparently not.
> Apparantlly so.
> > All sorts of contracts have no exchange of tangible
> > value.
> Nope. If no exchange of value, you don't have a contract. Its that
> >NDA's and other performance agreements not involving money come
> > to mind.
> Consideration does not have to be for money. Any exchange of value is
> usually acceptable. "Information" has been well recognised to have
> value, so giving information in exchange for secrecy is clearly an
> exchange of value. There is certainly value in secrecy. Although the
> courts have difficulty is determine how much secrecy is worth, they
> still do it.
> > More blatant was the faculty contract of a professor I knew at
> > a major US university. His contract stated that he was appointed full
> > professor of physics for some achedemic year at a salary of $0.00 per
> > month "contingent upon availability of funds."
> If the contract essentially said you can have this job in return for
> nought, it would not be a legal contract. It would be a worthless
The terms of that contract were enforced even though there was no stated
transfer of value between the regents or the professor. The contract was
a convenience to both as it was binding upon a third party. Namely, the
US government. The existance of the contract determined what
institutions recieved cuts of grant money. I suppose it can be argued
that the third party created value but the contract itself did not
mention the third party. From the contract point of view, the professor
got an office but had no duties to perform. The university, for its
part, provided labs and student offices under a separate overhead
contract. The faculty contract made the overhead contract meet the rules
relating to research contracts. Whether legal or not, zero salary
faculty appointments have been used when a researcher needs a laboratory
remote from his "home" university. The formality simply acknowledges
that grants go with the PI without mentioning the grant. I don't know if
the practice is as common today as it was when the research game was
bigger. On the general principle that the lower the stakes, the tougher
the competition, I suspect it is.
I have a bone to pick with NDA's in that in many cases the information
has no value whatever. I am party to two NDA's in which my breach would
produce absolutely no monetary loss to the other party nor give any
other party any gain. This was not true when I signed them but the
wording keeps them in effect even when there is no value (it is a matter
of competition in a space where products are free - very strange). The
NDA's you speak of have time to market value or trade secret value
(trade secrets are more powerful and useful than patents but more
slippery in that patents tend to be used only as trading chips with no
value attached while trade secrets secure real advantage). Also, I am
currently bound by NDA's to which I am not a signator. This oddity seems
to be an interpretation that allows one contract to inherit the full
terms of contracts entered into by the contractee with third parties
after the original contract was signed.
Probably the weirdest contract I ever ran into was between a friend and
a major corporation. My friend entered the contract expecting to make
money based on his recognized expertise in a certain mechanical
technology. The contract was exclusive (not unusual) but the
corporation, during the years the contract ran, never asked for my
friend's services but prevented him from selling elsewhere. By the end
of the contract, it was clear that the corporation entered into the
contract to keep my friend from being an unpredictable force in their
business and used the contract as a threat. After all, if he fought,
they could fight back by calling him in for a few hours. My friend
decided not to fight but refused to renew the contract a few years
later. The corporation had no idea whether or not my friend's expertise
was of value and came up with cheap insurance against it. BTW, my own
current contract has a minimum involved to keep it in force because I
ended up becalmed myself for about 6 months while under contract. The
minimum tends to keep better focus on contract issues (though I did
enjoy the time off - sort of a sabatical with the disadvantage of being
What constitutes value in a contract is a matter of who is the most
convincing liar in some cases. If a court acknowledges a contract with
no monetary value then there is no objective test for validity of a
contract. None whatever. Thus I stand by my "apparently not." I further
point out that the marriage contract is almost never enforcable on one
of the parties and almost always enforcable on the other indicating that
there cannot be consistency or logic in law. This is usually hidden by
legal definitions of words being entirely different from common usage.
It avoids the risk of the general population seeing the fraud. It works
in a limited way but the lawyer jokes prove that very few are fooled.
You may say that statute requires a contract to have value but arbitrary
decisions in cases of dispute indicate that there is no legal objective
standard of value.
... The times have been,
That, when the brains were out,
the man would die. ... Macbeth
Chuck Simmons firstname.lastname@example.org
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