Message ID: 235879
Posted By: al_petrofsky
Posted On: 2005-02-14 11:59:00
Subject: Mustard's incompetence theories

Since we first learned of the
Yarro/Mustard lawsuits two weeks ago, I
have been wondering how Mustard can
simultaneously argue that (a) Noorda has
been "dominated and controlled" by Yarro
since 1998 and the overly-generous
agreements Ray signed should be
overturned; and yet (b) Mustard should
be acknowledged as President of Canopy
because of the 2-1 board vote in
December 2004, which would not have been
a majority without Ray's vote.

I'm pretty convinced that Noorda is gone
mentally. Yarro's side submitted
multiple sworn affidavits that support
that contention. Mustard's side
objected to this "bald assertion", but
failed to produce anyone willing to
swear he had seen Ray have any lucid
moments recently.

However, in the opposition memo to
Yarro's motion for a temporary
restraining order, we see that Mustard
has two theories for how he could have
become president even if Ray Noorda is
crazy as a bat:

1. Yarro was ineligible to vote on the
resolutions because of a conflict of
interest, and thus, even if Ray was also
ineligible, the resolutions passed 1-0
on the sole vote of Lewena.

2. If Yarro failed to challenge earlier
actions by an incompetent Ray that
favored Yarro, then he is barred from
challenging actions that are unfavorable
to him.

Theory 1 would only apply to the
resolution that dismissed Yarro
(resolution 2) and not the one that
hired Mustard (resolution 5).
(Mustard's memo itself points out the
need to do separate analyses, for each
resolution, of which directors were
eligibile to vote on it.)

Theory 2 is interesting, because it
seems it would apply to Mustard, too.
That is, if Mustard has relied on the
action of an incompetent Ray that
favored Mustard by making him president,
then Mustard will now be bound to accept
any future unfavorable actions by Ray,
no matter how patently nutty they are.

(These documents can all be found at
You can also find there Yarro's memo in
support of a TRO and PI. That's the
document that cites the Yarro,
Christensen, Newbold, et al affidavits,
and says what those affidavits are
intended to establish.)

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