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Latest news reveals Amazing's desperation....Click here
Arkell's Challenge......Click here
Even more Amazing..... Click here
Interad's Challenge to the SEC and American Law Enforcement Authorities
Update Jan. 2008
Amazing Australia has closed its doors. In addition to winning his claim for unpaid wages against Amazing, Garrick Cobcroft succeeded in presenting conclusive evidence that Warwick Prince made false claims in an Affidavit concerning the failed implementation of build-IT by Amazing. It is now clear that either Prince deliberately supported Amazing's breach of contract by fabricating a story, or that he in fact triggered the breach by covering up his own inability to perform as he had represented to Amazing US he could.
The truth of this whole affair is that Prince did not have the skills and knowledge of Oracle's product that he claimed and could not implement it. Amazing Aust. did not have the equipment to implement it.
Amazing seriously misrepresented to Interad, claiming abilities in Oracle technologies that they clearly did not have. Without those abilities, they could not facilitate the integration they undertook.
Their dishonest law suit forced inteRAD's closure, costing 500+ people their investment.
We sincerely hope they are pleased with that accomplishment.
Update May 25, 2007
Despite having told the ACCC no other acquisition by Amazing has gone wrong, it appears from looking at the Orange County Courts web site that Hall, Arkell, Amazing Technologies Corp, Amazing Global Technologies, and Amazing Technologies North America are all defendants in a major complex law suit by Karen Mills and Paula Milano et. al. - founders of Amazing's major acquisition, Axion Solutions. We understand their treatment of Mills and Milano was disturbingly similar to their treatement of Interad.
Well, perhaps Hall will escape accountability on this one, since it appears this "Chairman" of a "$100m global corporation" into which London Hedge Funds (unnamed) just invested over $31m, is "of no fixed address" and cannot be located to be served!
Amazing are also cross-defendants in a case between Axion and a major US corporation.
Can't help wonder how many more there are! These are all in Orange County. No doubt there are other cases afoot in foreign jurisdictions.
Update March 20, 2007
Amazing's lawyer has made certain comments and requested corrections. Accordingly, we publish those comments below (in blue), with inteRAD's responses.
"First, it is not clear what you are proposing in your email. If you will recall, we discussed last Friday the defamatory statements you are making on your website and have made in the past in correspondence to others and which is the basis for the instant lawsuit. On Friday, I proposed that you retract the defamatory statements made in the past and I reiterate that proposal now. Are you agreeing to retract all defamatory statements in exchange for a dismissal of the lawsuit?"
We asume that by "you", you mean inteRAD, because no individual has any web site or has said anything acting on their own behalf as an individual.
We note here another lie by Amazing. They sued - according to their claim - for breach of contract. My question was "on what basis do they make that claim - because we have no idea how they could possibly justify that claim and there is copious evidence to suggest they breached the contract. There has never before been mention of anything published on a web site. Their claim of "defamation", tacked on to a host of other claims that appear provably dishonest by examination of emails from them, related to a highly confidential appeal by inteRAD to a single interested party to assist to identify the basis of their claim of entitlement to cancel payment for a product they claimed to have taken delivery of (and indeed had), used, and refused to return.
There have been no defamatory statements made by inteRAD about Amazing. For statements to qualify as "defamatory" they must be untrue, and published with malicious intent to cause harm. inteRAD's statements have been always truthful, stated as objectively as reasonably possible, and published with genuine intent to:
(a) serve as a fair and valid caution to others contemplating business with Amazing; and
(b) attempt to hold Amazing's officers properly accountable for their conduct and compel them to respond honestly and ethically to reasonable questions.
(c) comply with the legal obligation imposed on inteRAD's board members to keep shareholders informed of matters that affect them.
Any statements on a web site are on inteRAD's own site, and there has been no attempt to draw anyone other than related or directly interested parties in to view the page.
Our goal is to protect the interests of innocent parties who are being damaged by Amazing's wrongful use of the US courts to demand inteRAD withdraw from any attempt to assert its rights in a contract dispute.
We have, at all times, offered Amazing and any other interested party the right of reply and have undertaken to publish their replies - and/or to correct any statement that is shown to be inaccurate. That offer continues.
We do not accept that Amazing have the right to silence valid objections to their conduct, or to use the courts as a weapon to attempt to force inteRAD to withdraw from any attempt to exert its legal and moral rights. Nor do we accept responsibility for any adverse judgment made by any party in response to exposure of the true facts of the conduct of another.
There has never been, and never will be, an offer of retraction in return for dismissal of a wrongful law suit. Amazing have stated openly that the law suit was instigated in California in the belief that inteRAD had no access to a defence there, and it was clearly an endeavour to avoid accountability for their conduct in relation to the contract with inteRAD.
inteRAD 's demand is - and will continue to be - for agreement to submit the contract dispute to low cost independent arbitration in a "level playing field environment". If Amazing's claims are genuine and provable, there can be absolutely no reason not to agree.
"Second, I do not know what you mean by the statement, the way we do things in the US, and I ask that you not take my words out of context. Let me be clear: we do not summarily decide cases here in the US, as you were suggesting could be done in Australia. In order to determine liability in any given case, both sides are permitted to present evidence to either a judge or jury, depending on whether a jury trial is waived, and the trier of fact decides whose evidence is more persuasive and compelling to prove the facts that are in issue. That is the way we do it in the U.S., which I believe puts my statement back in the context in which it was made."
Let me be equally clear. I have never suggested - and would never suggest - that matters are "summarily" decided in Australia. Our system is very similar to that of the US. What I said was that in Australia, we are protected from decisions by foreign courts that have improperly claimed jurisdiction and/or in which we were not permitted a fair opportunity to defend our rights. Australia does not recognise the right of large US corporations to claim that their superior financial strength should be the determinant of rights.
Australians (and I suspect most Americans equally) consider it disgraceful for well-resourced corporations to deliberately, knowingly, and malicously instigate law suits against small companies with the intent to disadvantage them and bully them into withdrawing from attempts to force proper addressing of their genuine grievances.
This attempt by Amazing's lawyer to claim righteousness is admirable - but flawed. Amazing stated openly that they sought to use the US courts because they perceived inteRAD would been unable to afford to fight a case there. The goal was - and is - to pervert the course of justice and avoid a fair determination. Both in Australia AND in the US, that constitutes abuse of process - and not only do the courts disapprove strongly of it, but we are led to believe that most Bar Associations require lawyers to refuse representation to clients who engage in it.
The key issues here are these:
1. Amazing's claims are "unverified". In Australia, we require Plaintiffs to swear, under penalty of perjury charges, that their claims are truthful, made for sincere and valid purpose, and that the intention of filing the claim is to facilitate fair assessment and proper determination.
2. In Australia, the parties are required by law to make reasonable attempts at resolution BEFORE taking a matter to court.
3. In Australia, it is clearly recognised that if a party reaches out to another country to do business with foreigners in their country, and particularly if the party reaching out has regular business in the foreign land and the other has no business abroad, any dispute resulting from that business must be determined in the country in which the business was conducted. (This actually applies in the US as well, though sadly Amazing have no respect for US law on this point.)
4. Australian courts do not permit the abuse of court process to threaten, harass, or bully an opponent with a lesser capacity to protect their rights. (We are confident US courts also seek to discourage abuse of process, though we acknowledge that it can be difficult sometimes to determine the sincerity of a complaint without detailed examination of it - which takes time and costs money.)
I do not accept that the US is so very different. My reading suggests most of these same protections apply under US law. The issue here is not how matters are determined in one country vs. another. The issue is how Amazing is choosing to make wrongful use of the court system to achieve unfair advantage and prevent inteRAD from having its greivances heard and fairly assessed.
We say again - if Amazing has a genuine and sincere claim against inteRAD, why would they not welcome the opportunity to have that claim evaluated and determined in a fair and equitable way - which would ensure that inteRAD would have neither opportunity nor cause to say anything untoward about them?
It seems to us that there can only be one reason for wanting to ensure that unfairness prevails - and that is that a fair determination will find them to have wronged inteRAD.
As to the differences between countries - we at inteRAD have the greatest respect and admiration for the American people, and we have complete confidence that the vast majority would strongly support our view that Amazing should withdraw its threats, refrain from wrongful use of the court system, and allow the respective claims to be fairly and properly assessed in the appropriate venue, where both parties have equal access to the protection of the justice system.
"Third, in response to your email on Saturday, I want to make one other correction to a statement you attribute to me. You state that, [I] might talk to Amazing about dealing with their public claims of ownership of our IP. and this statement on your part suggests that Amazing is making public claims of ownership of Interad IP. I made no such statement in our conversation on Friday, as I do not believe that Amazing is making any such claims. I stated that I would inquire whether such statements are being made by Amazing."
I sincerely apologise for any misunderstanding of your words. I understood you to suggest you would discuss with Amazing retracting their past claims of ownership of inteRAD's IP.
Whether or not their public claims are continuing now is of no relevance to inteRAD. Their past claims have caused serious harm. Those claims continued (on their web site) at least until early January 2007.
They have made no attempt to address the damage caused by those claims, nor to correct them in any way, and they refused inteRAD's requests for discussion of the issues outright.
The mere discontinuation of them now does nothing either to mitigate the damage caused, or to validate the manner in which they have dealt with inteRAD, their shareholders (especially those influenced to invest by those claims of ownership) or the general public in respect of those claims.
Update: March 16, 2007
In a conversation with Amazing's newly appointed Los Angeles attorney, Lorraine Cobcroft was apparently advised that Amazing have a genuine claim against inteRAD for non-delivery, and will prove that claim. The attorney stated that "this is the way we do things in the US. We push it through the courts".
Without first clarifying the basis of claims? Without allowing the other side to respond? In direct and aggressive refusal of copious requests for clarification, discussion, negotiation, mediation, or low cost arbitration? And with open statements that the other side cannot afford protection in the civil law system and must therefore concede to unreasonable demands?
I doubt that most Americans would agree that this is how things are done in the US. Certainly the Orange County Courts web site, and other web sites relating to US law, assert that courts in the US - as in Australia - require reasonable attempts at settlement outside the court system.
Courts are used as a last resort - or by unconscionable people who seek to abuse the system to gain unfair advantage over those of lesser means.
However, we acknowledge the possibility that Amazing may genuinely believe that they have grounds for claiming non-delivery. We believe we can respond to this claim, and that there is potentially information that needs to be exposed in the interests of achieving the best possible resolution for both sides. We do not believe the courts are the appropriate venue for such exposure in the first instance.
Further, we stand by our assertion that a company that comes to Australia to do business in Australia with Australians should resolve disputes in Australia. The use of US courts is wrongful - particularly in view of the open statements by Amazing that the choice of US courts would disadvantage inteRAD. Those who seek fair, honest, and ethical resolutions of genuine disputes do not seek to disadvantage their opponents.
Amazing's President is Australian. They have an Australian lawyer. They have a permanent business operation in Australia. They come to Australia regularly to do business. Most of the potential witnesses in this matter (at least 10 and potentially 30 or more) are Australian residents - against probably two or three from the USA.
Clearly, Australia is the appropriate venue to resolve a dispute - and we think Amazing has a legal and ethical obligation to respond to inteRAD's repeated invitations to attempt resolution outside the courts system in the first instance.
We find it deeply disturbing that they openly advised the disadvantage we would suffer in the US courts, yet continue to refuse any attempt to settle elsewhere.
Similarly, we find it deeply disturbing that they continue to refuse to respond to any of our questions or to offer any clarification of their claims and permit response.
Amazing's attorney claims inteRAD has made statements that were damaging to Amazing, and has demanded retraction.
Everything inteRAD has said and done has been in a genuine, bona fide attempt to protect its shareholders from damage, and to compel Amazing's officers to acknowledge their obligations of honesty and ethical conduct in the resolution of this dispute.
We believe strongly that the interests of Amazing's shareholders are best served by agreeing to negotiation, mediation, or low cost arbitration to try to resolve the dispute with minimal hurt to either party.
More importantly, we are firmly of the view that the current conduct of Amazing's officers with regard to inteRAD ultimately threatens Amazing's shareholders with unnecessary loss.
We remind Amazing's officers that the court transcripts will be available to shareholders eventually, and that their shareholders may hold them accountable for any unnecessary losses sustained.
inteRAD held the view, prior to this affair, that Amazing was a company with exciting growth prospects and huge potential. For the sake of its shareholders (including officers of inteRAD who purchased shares in Amazing) we seek to see its potential achieved.
If Amazing had come to inteRAD initially in a spirit of negotiation, willing to detail its problems and concerns and make fair allowance for honest response, even the change of business direction that Amazing initially claimed was its reason for wanting to overturn the Agreement would not have led to unreasonable demands by inteRAD for compensation.
We were at all times eager to achieve the resolution that best served the interests of both parties. That may well have been achievable without cost to Amazing, merely by return of our IP and appropriate addressing of the public claims Amazing had made.
We were forced,instead, to respond to threats and aggression and refusal of any discussion - and claims that Amazing's superior financial might denied us all rights.
We seek only to protect ourselves from those threats, and to ensure that resolution isn't achieved wrongfully at the expense of inteRAD's shareholders.
We stand by our offer to publish any response by Amazing or other interested parties.
Further, we confirm absolutely our offer to - without reservation - retract, apologise, and publish corrections immediately we are presented with reasonable evidence that Amazing has answers to our questions and is sincere in its claims, and we are allowed to respond in an environment that does not discriminate against us by distance, lack of familiarity with the system, and excessive cost.
We remain VERY confident that, despite the horrific disadvantage imposed by the need to defend in the US courts, inteRAD will prevail strongly against Amazing in a Court battle.
In the interests of minimising the cost to Amazing, therefore, we strongly urge its shareholders to investigate the conduct of its officers and consider whether or not it is in the best interests of the company to allow that conduct to continue.
Not withstanding our confidence, however, we again repeat our very sincere undertaking to publish any and all responses, counter claims, and evidence that favours Amazing - and to immediately retract and correct any statement that is evidenced to be less than correct.
In fact, we would strongly welcome the opportunity to review our opinion of Amazing's officers and their conduct in this affair. It gives us no pleasure to lack confidence in the integrity of people who use public money to promote their cause.
Background:
Amazing Technologies entered into an Agreement in April to purchase certain intellectual property from inteRAD. inteRAD accepted Amazing's undertakings that it had issued 40,000 Amazing shares in inteRAD's name by way of part payment, and would pay royalties on sales over 3 years.
Amazing made public claims confirming its acceptance of delivery and benefit under the contract, continuing to achieve benefit over 5 months.
Amazing then cancelled the contract and the shares, based on claims that appear to inteRAD to be invalid and contradictory, and aggressively refused any clarification or discussion. inteRAD's intellectual property has not been returned, and there is evidence of an attempt to threaten inteRAD's CTO and CEO in order to retain possession of the source code. Further, there is evidence to suggest Amazing sold at least one license for the asset it now claims it never purchased.
Amazing is now "defending" its right to cancel the shares issued to inteRAD by suing inteRAD for "breach of contract" and "fraud", openly telling inteRAD that it chose the California law courts because inteRAD had limited resources to defend an overseas law suit, and offering to settle if inteRAD agreed to make no claims against Amazing and be silent about the affair.
The above and following facts are presented as truthfully and objectively as possible... and for the sole purpose of informing those who need to know and who may be positioned to assist to offer clarity and/or resolution.
We invite response, and pledge to publish all responses in full (with our comments where appropriate). Please ensure your responses are not defamatory and do not contain any content that might infringe the laws on publication.
Please respond, or request further information or copies of verifying documents by emailing lorrainec@interadtechnology.com. Please clearly mark any comments or questions which you do not wish to be published.
Background of offer and negotiations
January 2006. President of California-based Amazing Technologies Corp, Simon Arkell - a former Australian Olympian now permanently resident in California - flew to Australia and met with inteRAD's CEO in Brisbane to make an unsolicited expression of interest in purchasing inteRAD's web technology.
As a stated condition of the purchase, inteRAD's Technical Director is required to work for Amazing for 1 year to provide the knowledge and skills to support the acquisition.
Amazing clearly stated its intention to engage in re-productization and integration work to tailor the product to its market (including reworking the user interfaces) and integrate it into the J D Edwards product suite for marketing through its establishing reseller channels globally.
inteRAD provided full financials (including giving Amazing access to our auditor for confirmation of financial data) and honest disclosures as to the past history of the technology and the productization and commercialisation results it had achieved with the products.
Amazing make ambitious undertakings as to its marketing abilities, contacts, access to reseller networks, and overall company growth plans.
In February, Amazing announced its planned acquisition in a major Press Release. Read it at http://biz.yahoo.com/iw/0602221/0110539.html
(You may need to scroll to locate the text in an archived copy of a release that Yahoo Finance has expired)
The Agreement
April 10,2006. inteRAD signed a contract with Amazing. The contract, signed in inteRAD's Brisbane office, pledged 40,000 Amazing shares + generous royalties on product sales over 3 years in return for ownership of inteRAD's web and ecommerce technology.
inteRAD estimated the value of the deal at between $1.5 and $3 US million over 3 years, depending on sales success and share value growth.
Did the Agreement perfect?
Read the press releases to make your own assessment......
http://biz.yahoo.com/iw/060515/0129262.html
Go to http://www.amazingca.com/index.html?pageID=NEWS and select the title "eCommerce Platform - 5/15/06" to read the release on Amazing's own website.
In emails/faxes to the CEO of inteRAD, Simon Arkell wrote....
3rd April 2006: "I will take care of the "prefection" issues outstanding, specifically issuance of the share certificates and any local legal issues wiht our Adelaide based lawyers locally"
10th April 2006: "I have received the signed agreement and will get moving on the local legal work and issuance of the share certs now."
10th April 2006: (by fax from California) "Dear Lorraine, Please find attached the executed definitive agreements. Brad is travelling right now but will issue the stock certificates upon his return. We look forward to a fruitful relationship."
11th May 2006: "We Fedexed the stock certificate this week to our attorney in Adelaide, John Kain. You should receive it once he has all the information he needs."
And then there was this email from Simon Arkell (presumably a bulk mailout to friends of Amazing):
FROM: Simon Arkell <simon@amazingca.com> TO: Simon Arkell <simon@amazingca.com>
DATED: 16/5/06 7:13 am
SUBJECT: Ecommerce Acquisition
Hi
I want to update you on an acquisition we recently made which was announced today. Please see http://biz.yahoo.com/iw/060515/0129262.html.
As you know, Amazing has embarked on a simple growth-by-acquisition model of acquiring compelling software assets and matching them with distribution in the form of JD Edwards resellers and integrators globally. Today's release shows that we have been successful in acquiring software "gems" that are complementary to Oracle's offerings, but allow our subs to sell software that we own to our customer base now numbering in the hundreds in Asia Pacific, South America and North America. This allows us as a group to capture ALL the margin of these software sales which dramatically increases our profitability.
In this case, the software, from Interad Technology Global in Brisbane, Australia, will allow our installed base of JD Edwards (and Oracle) customers to immediately commerce-enable their ERP systems, effectively allowing them to conduct online business, all with direct integration to their internal systems (financials, inventory and warehousing, product databases etc).
Sincerely
Simon Arkell
President
Amazing Technologies Corp.
23 Corporate Plaza Drive, Suite 200Newport Beach, California, 92660 USA
And finally... there is the confirmation of lodgement of the Agreement with Queensland Stamp Duties Office for stamping. Lodgement number 012 827 979-4.
Amazing's Use of the Technology
inteRAD's CTO commenced work with Amazing Technologies Corp's Australian branch in April 2006. He delivered the source code to the technology by uploading it to a server (on instruction from the executive of Amazing Australia) owned and controlled by Amazing Technologies Australia.
In a newsletter to investors and employees of Amazing Technologies Corp, Brad Hall (CEO and Chairman of Amazing) wrote:
"We have also completed the acquisition of a sophisticated e-commerce platform that was developed (for about $5 million) in Australia and our team over there is now working diligently on integrating the software into the JDE Edwards platform for a formal global launch in about 60 days".
NB. inteRAD disputes the $5 m. development cost, which is far in excess of the cost inteRAD quoted. Remember... .they had access to our full financials and our auditor contact to verify this value before publishing this statement, which is neither correct nor in line with information supplied by inteRAD
And in an email from Simon Arkell to inteRAD's CEO dated May 11,2006, Simon said "...since doing the deal... there is over $1 million in ecommerce pipeline at Axion alone (a company representing 1/3 of our revenues globally) and the smoke and mirrors online product demo only became available yesterday (and this is a demo of OUR technology not inteRAD's, but we are positioning it as such)!! Peter Warringer, our head of M&A integration is commencing a program in 2 weeks that will have the hundreds of customers in Latin America approached with the ecommerce solution within months. The head of our company, BFGP, is excited to bring this to their customer base down there but has not had anything to show until now."
Now read the press release at http:biz.yahoo.com/iw/060629/0140407.html about Amazing Australia's $650,000 sale to United Lifestyle Group.
Note the claim: "....This fully integrated solution incorporates a real-time business class web portal using our own e-commerce technology"
How did Amazing (a company which claims not to engage in software development) come into possession of the e-commerce technology sold? Given the Agreement with inteRAD, is it reasonable to assume the technology sold was... or was substantially based on... the technology acquired from inteRAD just a month or two before the sale? inteRAD's CTO recalls well a conversation with Amazing Australia's CEO, Ross Hanson, before agreeing to work for Amazing Australia. In that conversation, Mr Hanson advised that Amazing Australia was already well advanced in negotiations with a customer for inteRAD's ecommerce product, and needed to finalize agreement for acquisition of the technology in order to close the deal.
Contract cancellation
This email arrived in inteRAD's inbox on August 21, 2006:
Dear Lorraine
I hope all is well with you. The reason for this email is to give you an update on the Interad ecommerce product, and Amazing's company strategy.
As you know we have been aggressively acquiring JD Edwards resellers across the globe and have had alot of success in this area. In parallel, our strategy has been to acquire complementary IP (software) that can be sold to the customer bases we are acquiring. Your software was one of the first deals we made for IP and its acceptance has been of great interest to us as we validate our business model.
Unfortunately we have had quite negative feedback from the resellers we have introduced the Interad technology to. Their unanimous feeling was that the product is not ready for "prime time" and did not compete with other solutions. Because we are not investing in R&D (only finished products) it (and other experiences) has caused us to abandon our IP strategy and focus instead on the acquisition of distributors.
Given that our transaction is not yet perfected (the share certificate is with our lawyers in Adelaide as we await the information required to pay stamp duty) we wanted to contact you to let you know that we will not be actively marketing the Interad ecommerce product. As a result we would like to give you the opportunity to unwind our transaction. You have strongly expressed that you didn't think this was a good deal for Interad's shareholders so this may be the opportunity for you to take back the IP and market it.
Please let me know your thoughts.
Sincerely
Simon Arkell
President
Amazing Technologies Corp.
Relevant points:
- Shares are issued when the share certificate is drawn. The submission of the contract for stamping confirms perfection. If the contract was not, in fact, perfected, what was Amazing doing telling inteRAD it was, telling the world and its investors it was, and... most importantly.. using, demonstrating, and selling the acquired solution?
- Wasn't that "demo" that the resellers apparently responded to negatively Amazing's technology, not inteRAD's?
- If Amazing were "working on integrating the software into the JDE Edwards platform", wouldn't that indicate that any claimed rejection of the product was a rejection of Amazing's product.... not inteRAD's. They weren't showing or offering inteRAD's product.
- Note that Amazing declared a change of its business plan based on its experience showing its resellers the product it was creating.
Incidentally, inteRAD's CEO denies ever indicating that the deal was not a good deal for inteRAD, though she admits it raised issues for her personally, due to Amazing not honouring a verbal comittment it made to her prior to the contract.
InteRAD rejected the request to "unwind", requesting discussion of Amazing's change of plans other possible alternate options for dealing with the issues these changes created.
Amazing's response
This letter was received at inteRAD's offices on August 31,2006.
In response to inteRAD's polite (but rather firm) request for discussion/clarification, and its indication that it did not accept Amazing's claims as to contract perfection or alleged misrepresentation by inteRAD and believed it has certain legal rights in relation to the Agreement....
".... I would like to caution you against continuing to make thinly veiled threats which can easily be interpreted by the US Courts as an obvious case of 'economic interference'. It would be a shame to turn you and your board into defendants in a costly and time consuming litigation exercise that will likely cost you your houses and oher assets......"
"your alleged software assets have not left your former employees laptop..."
NB. inteRAD disputes the claim that the software never left our former employee's laptop. We uploaded it to Amazing's server - and if we had not, it could not have progressed the integration it told investors globally it was progressing! Further, however, the assets comprise additional knowledge and documentation that Amazing demanded be handed over, including knowledge made accessible to Amazing through inteRAD's CTO working for it for five months. Can knowledge be returned - even if Amazing consented to return our IP?
Is it reasonable for inteRAD to claim that Amazing's very public claims of ownership over 5 months seriously compromise the IP value by raising questions as to what Amazing did with it and why the contract was subsequently cancelled? inteRAD feels the IP value has been seriously eroded by Amazing's conduct.
The laptop referred to was owned by Amazing Australia, and when inteRAD struck an agreement with Amazing Australia to replace the hard disk in that laptop and retain the disk containing its IP, Amazing's Chairman responded by threatening to have inteRAD's CTO arrested for "IP theft". We assume from that threat that Amazing sought to retain possession of the copy of the source code on that drive, as inteRAD was careful to confirm that the source code in question was the only significant content on the hard disk Amazing demanded returned to it.
How was it that claimed integration work demonstration and sale progressed? If it was not progressed, how could any determination be made as to marketability, given that the intention was clearly stated to be to integrate and re-productize, and it is written in pre-contract emails that Amazing did not consider the product marketable in its current form... but planned to change that form.
Who gave Semisoft the information that caused it to overturn the Agreement, and in what time frame? If the license hadn't issued, what right did Amazing have to compromise inteRAD's IP ownership by announcing completion of the acquisition, taking possession of, and making use of the IP?
And why can inteRAD not secure any officer contact details for Semisoft Acquisition Corp.? Doesn't inteRAD have a right to confirm the application for license, the timing of that application, any advice given to Semisoft, and Semisoft's response and the timing of that response. If Amazing are truthful, why won't they permit that confirmation?
Seems to inteRAD, the 'economic interference' was by Amazing misleading it to allow possession and use of its IP assets based on claims that the contract was perfected and the shares issued.
The view that Amazing is not confident it has a legal basis for contract cancellation seems to be supported by its consistent refusal to answer questions or to evidence claims in any manner. Responses to inteRAD's questions have taken the form of aggressive threats and personal insults. Among the comments made by J. Bradley Hall (Chairman and CEO of Amazing) in communications to inteRAD's CEO are remarks that she is "stupid", "delusional", "self-righteous", a "moron", "naiive" and "foolhardy"
Australian lawyers might appreciate the comment "I notice your attorneys in Australia do not seem to offer the expensive defense representation that you so urgently need to avail yourself of."
inteRAD does acknowledge that Amazing claimed to "want to part friends" - but apparently only if inteRAD allowed Amazing to claim 5 months of extensive benefit under a contract that Amazing progressed as though perfected and claimed publicly was completed - then cancelled the payment for the benefit fully delivered by inteRAD based on a claim that it refuses to evidence as factual or even to qualify or allow to be discussed.
Amazing also offered to "return" inteRAD's intellectual property (can knowledge be returned?), but only if inteRAD agreed to waive any and all claims in relation to the horrendous and incalculable damage caused to it and to its CTO (separately) by Amazing purporting to acquire the IP under a legitimate contract, retaining possession for 5 months (making very public claims of ownership and probably onselling licenses to its customers for high profits) then claiming that the contract was never valid and cancelling both the contract and the shares it claimed had already issued, and denying ineRAD any right of response.
Amazing hasn't even paid inteRAD's CTO for work done for Amazing Australia that had nothing to do with this Agreement, but involved servicing its clients' unrelated technical needs (including flying to Melbourne on a promise of re-imbursement of air fares that has never been honoured!)
In response to inteRAD's requests for clarification, negotiation, mediation, or low cost arbitration to resolve this dispute properly, Amazing filed an unverified complaint in the California courts against inteRAD, making a host of claims which inteRAD regards as frivolous and easily evidenced to be false. The complaint claimed the California courts had jurisdiction in the matter, despite Amazing and its lawyer knowing it did not.
Most notably, Amazing says this about the Agreement:
"In order for the parties to be obligated to perform, certain conditions precedent must have taken place. However the conditions precedent did not occur."
Then this:
"Defendants breached the contract by failing to deliver a marketable ASSETS as promised..."
Which contract was that? The one that did not impose any obligation because the conditions precedent did not occur? The one that Amazing said was not perfected.... and therefore they should never have taken delivery of any asset or made any examination or use of it whatsover?
Or the contract that actually did perfect and Amazing breached by cancelling inteRAD's shares and refusing payment for the IP it had taken delivery of, used, and possibly sold to United Lifestyle Group, before claiming the contract didn't perfect more than 5 months later?
inteRAD has never been advised on what basis Amazing alleges the asset was not marketable, nor been permitted to question the many astonishing and confusing contradictions in Amazing's communications.
The damages...
Amazing are claiming $100 million damages for inteRAD's alleged "breach of contract". We are confused! How does Amazing cancelling shares already issued as payment under a contract it publicly claimed perfected constitute a "breach of contract" by inteRAD?
Amazing seeks to claim that inteRAD failed to deliver marketable assets. Given its claim that the IP never left inteRAD's former employee's laptop, and its claim that the reseller demonstration it claimed rejected was its own technology, not inteRAD's, it is difficult to see how it could substantiate such a claim. But in any case, it claims there was no valid agreement in the first place.
Claiming loss as a result of inteRAD allegedly not honouring a contract that the claimant says was not valid seems somewhat absurd, doesn't it? And if it wasn't valid, how does Amazing explain all those very public announcements over 5 months, and ongoing undertakings to inteRAD to induce the continued delivery of benefit to Amazing?
In any case, it seems to inteRAD to be incontrovertible that any market failure could not be attributed to inteRAD's technology - which has been proven marketable and is in productive use by a number of very happy customers - but rather to Amazing's failure to fulfil its promise to re-productize the technology as part of its own product suite.
Converesly, inteRAD believes it has suffered very real and quantifiable damages - well into the millions of dollars.
Calculating the damage to inteRAD accurately is difficult. The revenue achieved from IP that isn't yet successfully commercialised or is in the early stages of commercialisation is not a valid indicator of IP value. Take "You Tube" for example. The astonishing sale price was completely unrelated to the nil revenue it had achieved to date. MS Windows is another relevant example. It lost money for years - and was basically given away - before becoming one of the highest earning products ever released to the global market.
More reliable measures would be the price at which inteRAD offered the IP for sale, and the estimated total value of the contract with Amazing (taking into account the fact that the contract allowed inteRAD to retain four licenses for ongoing revenue generation through hosting operations).
The reduction in value, should the IP be returned, needs to be calculated. inteRAD's perception is that the damage would be close to the net value of the IP, because once copyright and confidentiality is compromised, IP has almost nil value. However, a simple and fair approach to this question would be to agree an IP value pre-contract, and assess the damage at the difference between this value and the value ultimately realised by inteRAD in a sale - if inteRAD in fact is able to progress an IP sale at a later date given the fact that Amazing seriously compomised the copyright and reputation of the product.
In addition to the loss of IP value, inteRAD has suffered some very heavy costs in relation to the contract, delivery under the contract, the loss of its CTO's skills and services for five months, and in particular in relation to the inappropriately commenced legal action against it by Amazing in the US Courts (see below). inteRAD estimates these costs to exeed $100,000, and they are rising daily.
The personal and emotional costs to inteRAD's officers recently escalated substantially when the stress of this affair caused one of the company's officers to be hospitalised for five days with suspected heart problems (later determined to be stress-related illness) and another officer was forced back to work days after surgery for suspected breast cancer to progress inteRAD's response to the bogus action by Amazing in the Californian courts.
Then there is the actual loss of reveue during the time Amazing remained in possession - also rising daily.
And of course inteRAD's CTO has a separate claim for damages, having closed private business operations to take up employment with Amazing at reduced income soley on the promise of benefit to inteRAD.
inteRAD believes that it and its officers have suffered as a result of defamation, trade defamation, and product defamation.
And last, but far from least, inteRAD's officers, and particularly its CEO and CTO, have been subjected to enormous stress and emotional distress, which is continuing as a consequence of Amazing's legal claims against both inteRAD and the CEO personally - claims which we regard as frivolous in the extreme and made in very bad faith - as evidenced by the very clearly contradictory statements made therein, and the assertion that the contract was signed in Newport Beach - against documentary evidence that inteRAD executed the agreement in Brisbane before Amazing sent it to Australian lawyers for registration and stamping.
And finally....
inteRAD's requests for discussion, clarification, negotiation, mediation, and/or low cost arbitration have been repeatedly and strenuously denied by Amazing. In response to those requests, we have been advised very firmly that since we do not have resources to match Amazing's $71m revenues and substantial assets, we have no rights.
Amazing's claim to the California courts states that it has jurisdiction because the contract was signed in Newport Beach, CA. It was not. It was clearly signed in Brisbane.
Why, if Amazing believes it has acted ethically and honestly, will it not allow resolution in a low cost manner that affords both parties equal rights? Why has it openly told inteRAD it lacks the resources to defend, and will have to "engage an expensive California attorney" and "travel to California for discovery".
Amazing has offered to withdraw its lawsuit if inteRAD walks away from the dispute and agrees to remain silent about Amazing's conduct and withdraw its demands for proper dispute resolution. To do so would, in inteRAD's view, allow Amazing to unfairly and dishonestly compromise the reputations of inteRAD and its officers and substantially reduce the value of inteRAD's intellectual property, without accountability. We believe we have a right to have the facts properly reviewed. Action in California courts will clearly not facilitate proper review of the facts, because of the cost to inteRAD of defending overseas. Conversely, Amazing has an active Australian subsidiary, which was heavily involved in this affair, and its president is Australian. It has lawyers in Adelaide. Clearly, it has ready access to the Australian legal system - as well as access to the WIPO and other dispute resolution mechanisms that could be effectively used if Amazing's goal was sincere. Sadly, inteRAD believes the evidence suggests otherwise.
inteRAD's view of the situation is that its valuable IP has been stolen, and the court system is being misused to support that theft by imposing such exorbitant costs to defend its rights that, having been robbed of its major asset and left with minimal resources, inteRAD will have no choice but to withdraw its objections. We apologise profusely to Amazing and its executives if this view is incorrect or unfair - and again invite Amazing to enter into proper dispute resolution negotiations to evidence its claims and correct our misunderstanding. We would be very happy to retract any and all statements that offend Amazing, if only its officers would help us to establish that our view is incorrect - instead of attempting to threaten us into silence.
inteRAD has requested a police investigation, but police were initially hesitant to intervene in a matter that is before the courts. Thus, evidently a false claim to the courts can avert investigation of a potential crime. That's disturbing! It suggests that inventors can be robbed very easily by misleading them to believe that a contract exists, then abusing legal process to silence them after taking their intellectual property and refusing them payment. Australian inventors and software developers take careful note! Thus far we have seen no evidence that the US legal system offers any reasonable protection against this type of abuse of process.
SUBSEQUENT NOTATION: The Australian Federal Police have now accepted inteRAD's complaint and forwarded it to the FBI for investigation.
We invite comments on this story, and we promise to publish them, together with our replies to those comments, on this web site.
We especially invite comments from Amazing and friends of Amazing who think they can help to clarify the issues causing us confusion.
inteRAD's sole desire has been at all times, and remains, to achieve truthful exposure of the full facts and a fair and equitable resolution that imposes minimal hurt on both parties, and enables Amazing to progress its business plans positively for the benefit of its shareholders and the management of its many subsidiaries, resellers, and target future acquisitions.
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