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Dimension won the four year old case and the software crooks TMM LOST, would you like me to post the judges decision AGAIN? Seems clear enough.
The only Dimented company I know is TMM and they've never won anything just a bunch of LOSERS! LOL
LOL I think Im a long way from needing a senior center but thanks for worrying about my future. As for Dimensions lawyers, at least they won their case while the poor stiffed TMM lawyers GOT CRUSHED AND LOST THEIRS!!! And yes, the case continues post mortem for the foreseeable future and BEYOND!
Sorry, I have no lawyers. They seem like such an unnecessary expense in my line of work. But speaking of lawyers, I wonder if TMM has stiffed their new lawyers like they did the old ones? Will be interesting when the new financials come out to see if they still owe them $480,000 I think the number was. Ouch!
Yes I could have been fishing when they were served or maybe hunt'in gators, depends on which day. But I seriously doubt they were serving all of us TMM shareholders were they? Did you get served? Oops, forgot you are still doing your DD on TMM. Take your time, no hurry, I mean 2700 posts should be getting you closer to a decision but dont be hasty!
Hey that sounds like fun! You mean everyone here is invited to the settlement conference? My invite must have been lost in the mail. But sorry I cant make it too far for me although the meditation sounds like a good idea. Im a big yoga fan.
Correct TMM should be shut down ASAP and stop this nonsense! 30 years of all ZEROS and they are still bilking investors out of their hard earned money? Well, except for the payday loan guys of course, including the indicted ones. LOL
Sit back and watch TMM being stuck in court for YEARS to come although I bet the payday loan guys give up and let it BK soon. No reason to keep the scam going.
And yet NONE of you have the slightest clue how that other company is doing, not a clue. I hear they are doing quite well so maybe worrying about the TOTAL LOSER TMM would make more sense.
Tmms PR is NOTHING but old news and is incomplete and inaccurate. Seems they forgot they LOST that lawsuit!
TMM LOSES LAWSUIT!!!
DIMENSION, INC., a Nevada Corporation;
DIGITAL FOCUS MEDIA, INC., a dissolved California Corporation,
Counterclaimants,
v.
TMM, INC., a Nevada Corporation, and DIGITAL FOCUS, INC., a California Corporation;
Counterdefendants.
Case No.: A-13-678054-B
Dept. No.: XI
FINDINGS OF FACT, CONCLUSIONS OF LAW AND JUDGMENT
This matter having come on for non-jury trial (footnote 1) before the Court on November 16 -18, 2016, F. Christopher Austin, Esq. and Ryan Gile, Esq. of the law firm of WEIDE & MILLER, LTD. appeared on behalf of Counterclaimants DIMENSION, INC. and DIGITAL FOCUS MEDIA, INC., and Joe Laxague, Esq. of the law firm of LAXAGUE LAW, INC. and Arash Shirdel, Esq. of the law firm of PACIFIC PREMIER LAW GROUP appeared on behalf of Counterdefendants TMM, INC. and DIGITAL FOCUS, INC., and the Court having read and considered the pleadings filed by the parties; having reviewed the evidence admitted during the trial; and having heard and carefully considered the testimony of the witnesses called to testify; the Court having considered the stipulations of counsel; the oral and written arguments of counsel; and with the intent of deciding all remaining claims before the Court pursuant to NRCP 52(a) and 58; the Court makes the following findings of fact and conclusions of law:
PROCEDURAL POSTURE
The Counterdefendants moved to voluntarily dismiss its Complaint. The Court granted that motion by order entered on February 22, 2016. Following certain motions related to the counterclaim, the remaining issue for trial related to the claim for declaratory relief in the counterclaim. (footnote 2)
FINDINGS OF FACT
I. The PVS/SGI Code also known as the VDK 2.0 Code (the "Code") was created by Iterated Systems, Inc. ("ISI") who is the predecessor in interest of MediaBin.
2. TMM, Inc. ("TMMI") is a Nevada corporation, and the purported holder of the license to the Code.
3. Digital Focus, Inc. ("DFI") is a California Corporation, who entered into an agreement with ISI, for a license to the Code.
4. Digital Focus Media, Inc. ("DFMI") is a California Corporation, who alleges it obtained the license to the Code from DFI.
5. Dimension is a Nevada corporation, and the purported holder of a license to the Code who is the successor in interest of DFMI.
6. Larry Panik ("Panik") was a shareholder in TMMI, DFI, and DFMI.
7. Panik is currently the president and sole director of Dimension.
8. Panik also at certain times served as an officer of DFI and as a director of DFMI.
9. In early 2000, a group of twenty-nine investors transferred their TMMI stock to Thomas Simpson ("Simpson") to use as collateral for a loan for TMMI. Simpson sold the shares without the prior authorization of those shareholders. A portion of the proceeds from the sale of the shares, $500,000, was needed to pay ISI for the License to the Code.
10. On or about March 2000, DFI entered into a license agreement with ISI for the license to the Code ("License Agreement").
11. The License Agreement was executed by Simpson on behalf of DFI and by Alan Sloan on behalf of ISI.
12. The License was purchased for $500,000, and Simpson put the License in a pre-existing inactive company that Simpson owned called "DFI."
13. Under the terms of the License, ISI was to receive 5% of DFI 's stock in exchange for the License. After execution of the License Agreement it was determined that as a subchapter-S corporation, DFI could only issue stock to individuals and not to a company such as ISI.
14. Simpson formed DFMI as the "vehicle for the License Agreement."
15. On or about September 2000, DFMI and ISI signed the Second Addendum to the License Agreement. The Second Addendum indicated that a merger between DFI and DFMI had occurred. (footnote 3)
16. The investors were issued DFMI stock in exchange for the TMMI stock they had previously transferred to Simpson.
17. Simpson conducted business between DFI, DFMI and TMMI without conducting any shareholder or board meetings.
18. The shareholders, who had transferred shares from DFI to DFMI, were repeatedly assured by Simpson in writing that the License-the only asset held by DFI-had been transferred to DFMI:
• In June 2000, Simpson wrote to shareholders "since DFMI is the owner of this technology, it can pursue the licensing of this capability to various providers around the world." (Exh. E1) (footnote 4)
• On September 11, 2000, Simpson wrote a letter to shareholders "We have spoken to Iterated Systems about the transfer of the source code and they support the move in amendment and state that the original contract allows for this. All the source code is at DFMI." (Exh. E2)(footnote 5)
• On October 26. 2000, Simpson wrote to DFMI shareholders "There is a great deal of work ahead of us to complete the task of making your CODEC the only choice for producers." (Exh. E3) (footnote 6)
• On October 27. 2000, Simpson wrote a letter to shareholders "The code that DFMI has reengineered from the fractal source code is DFMl's and DFMl's only. .. . TMM has no rights implied or otherwise to use or view DFMI's source code." (Exh. E4) (footnote 7)
• On April 18. 2001 , Simpson wrote a letter to Hoyt that an interim board of directors of DFMI would have authority to "nsure the safety of all DFMI assets including but not limited to the Fractal Codec." (Exh. E5) (footnote 8)
19. Simpson also assured the shareholders that the documents needed to transfer the License from DFI to DFMI had been executed:
• In a November 2000 communication with shareholder Hoyt, Simpson said: "Paper work transferring the Codec's contract from DFI to DFMI is available for review in the DFMI and DFI due diligence books. (Exh. E6) (footnote 9)
• On April 25, 2001, Simpson wrote a letter to shareholders, "I contacted Robin Haskins [CEO and Chairman of DFI] . . . and asked him to please send me a letter explaining that the Codec that was purchased in the name of DFI was in fact the property of DFMI. He was happy to do that and I received his letter shortly after that. (footnote 10) I also informed ISI, who had no problems also, and made note of this with an addendum to the contract. (Exh. E6). (footnote 11)
• Haskins confirmed DFMI's ownership of the PVS/SGI Source Code in a letter to Simpson, "I have also informed the DFI shareholders that all Iterated source code will be delivered to DFMI and DFI warrants that it has no claims on said code. This code was paid for and belongs to DFMI and will be held by DFMI." (Exh. E8). (footnote 12)
20. In December 2000, Panik filed a derivative lawsuit against, among others, DFMI.
21. As part of the settlement agreement to the 2000 lawsuit, on June 1 , 2001 , Simpson resigned as officer and director of DFMI.
22. Also as part of the settlement agreement to the 2000 lawsuit, on June 1, 2001, Simpson, Joe Stratter on behalf of DFI and Panik executed a "Letter Agreement" in which they all acknowledge that DFMI may have some rights to the License Agreement, through a merger or assignment.
23. This settlement agreement to the 2000 lawsuit was approximately 10 months after the alleged merger between DFI and DFMI.
24. Simpson, (footnote 13) as the primary corporate representative of the company, (footnote 14) cannot now claim that those activities were unauthorized by his failure to follow proper corporate governance procedures which would detrimentally impact the other shareholders who relied upon his representations and actions.
25. In 2002, DFMI filed suit against, among others, TMMI regarding the ownership of the License Agreement. That agreement ended in a settlement agreement, in which Simpson agreed to turn over to DFMI an executable version of the source code, which could not be modified, in exchange for approximately $150,000 subject to an audit called for under that agreement.
26. DFMI never provided Simpson with $150,000, as a result of the audit which found additional monies were owing from Simpson.
27. Simpson signed both the DFMI and DFI federal tax returns for 2000 and that he used the same tax accountant to prepare both returns.
28. DFI did not list the License as an asset in its 2000 return.
29. DFMI did list the License as an asset in its 2000 return.
30. The schedule for the form 1120 filed by DFMI for the tax year ending 12/31/2000 identified in the section "other current assets" the property "Fractal Codes" a beginning value of $0 and an ending value of $846,500. This is consistent with the acquisition of the license as a result of the execution of the assignment and second addendum executed effective March 28, 2000.
31. From 2002 to 2011, DFI never listed the License as an asset on its tax retums. (footnote 15)
32. Panik entered into a secured promissory note with DFMI in March 2007, to provide a cash infusion for continued operations. As a result of DFMI 's inability to repay the loan, Panik foreclosed on all of DFMI's assets, including the rights to the License Agreement.
33. Panik then transferred the rights to Dimension.
34. Simpson on behalf of DFI assigned the License to DFMI. (footnote 16)
35. Simpson on behalf of DFI represented to various individuals and entities, including the IRS, that it had made such and assignment.
36. DFMI and its shareholders detrimentally relied upon the representation made to them.
37. TMMI had notice of DFMI's and its successor-in-interest Dimension's claims to the License at the time it acquired DFI.
38. Simpson was not a credible witness. The Court relies to the extent possible on the documentary evidence.
39. Any finding of fact set forth herein more appropriately designated as a conclusion of law shall be so designated.
CONCLUSIONS OF LAW
1. DFI assigned the License to DFMI.
2. Dimension is the successor to DFMI 's rights in the License.
3. Dimension is the sole holder of the License to the Code.
4. Simpson listed the right to the "fractal codes" on DFMI's federal tax returns and not on DFI's. This representation is one which is given great weight by the Court especially given the representation made in communications Simpson made to the shareholders.
5. The representations made by Simpson were relied upon by Counterclaimants to their detriment.
6. As a matter of public policy, DFI is prohibited from asserting a position contrary to that which it took on its federal tax returns.
7. TMMI is not a bona fide purchaser because TMMI had actual notice that DFMI, Panik and Dimension claimed rights to the License at the time TMMI acquired DFI in 2012.
8. Counterdefendant DFI is estopped from denying the assignment of the License to DFMI.
9. Because DFI also represented, contemporaneous to the execution of the Assignment and thereafter, that DFI had assigned the License to DFMI and because the Court has found that DFMI relied to its detriment on that representation, DFI is also estopped from now denying it made such an assignment.
10. Any conclusion of law set forth herein more appropriately designated as a finding of fact shall be so designated.
JUDGMENT
THE COURT HEREBY DECLARES that Counterclaimants are the sole and exclusive owners of the License to the PVS/SGI Source Code, also known as the VDK 2.0 Code.
IT IS SO ORDERED.
Dated this 22nd day of November, 2016
And yet everyone here thinks I am responsible for all Tmms woes dont they? Maybe I am. And maybe I convinced Hillary to not campaign in Wisconsin or Michigan. And don't forget that weekend I caused global warming!
Really? You say I am against TMM for some reason. If so, then what would success be?
TMM losing a HUGE lawsuit over stolen IP?
TMM facing YEARS of more lawsuits they cant win?
TMM still having ZERO customers?
TMM still having ZERO revenues?
TMM still having ZERO contracts?
TMM totally blowing over 13 million dollars in just the past 5 years with NOTHING to show for it?
If you were right I would say I have been pretty successful. LOL
We have all been asking TMM that for 30 years, WHERE'S THE BEEF????
Yes I heard TMM is TOAST and will be owing MEGA MILLIONS IN DAMAGES! And I would have thought you would want lawyers to be making the big bucks. LOL
So now that TMM has another PR out there with absolutely NOTHING about any kind of TMM business going on, what's next besides YEARS of court hearings for them?
Yes! TMM will owe MEGA MILLIONS by the time the appeals and new abuse of process lawsuits are over! Buckle up and hang on!
Thats fine I dont think money is an issue when you have a REAL company unlike the troll software thieves at TMM. Lets see how long the payday loan guys want to keep a POS that continues to accomplish NOTHING quarter after quarter year after year alive. I bet they have about had it with Cavanaugh and Fords lies.
Funny I dont recall any loss other than the BIGGEST LOSER TMM taking a big one in the lawsuit. Then they try to issue PRs that make it sound like they won. LOL Lets see how they feel after the appeals are over that should be fun to watch.
I expect the abuse of process claim will come when least expected, at least by some. Watch out below!!! LOL
Yes appeal. You have already forgotten what is on the appeal court site? Might want to recheck it, Dimension is the one with the appeal that is slam dunk to be approved. TMMs joke of an appeal will be crushed as soon as its reviewed. LOSERS!
I expect TMM to be tied up in court for YEARS to come until totally extinguished.
And apparently TMM forgot that THEY LOST THE LAWSUIT!!! A great try for a spin job by the LOSERS!!! LOL
Gee urban I guess you forgot all of that is on appeal isnt it? TMM will get crushed on appeal, count on it. I guess you were wrong about the $6,000 too. And dont forget the abuse of process claim, I hear its coming soon. LOL
Over a million TMM shares hitting the road so far today. Shareholders realizing there is NOTHING to see here just smoke and mirrors same as the past 30 years.
TMM is a total disaster can you imagine having 18 PAID officers and advisors and ZERO employees and ZERO business that all sounds suspicious to me plus those key people indicted by the feds that cant be good.
Correct all the TMM insiders ever want to talk about is another company that they actually know NOTHING about they never want to talk about TMM and the NOTHING they are working hard on accomplishing. LOL
Yes I just did a status check and TMM is doing NOTHING!!! Day after day week after week year after year NOTHING to see here! NO products no customers no sales no revenues NOTHING!!!
Would be kind of foolish for them to not have an order against TMM wouldn't it? Guess we'll find out soon enough.
I don't know if they have the order yet or not but yes this is a BIG problem for TMM.
Urban I don't think anyone really thinks TMM has anything of value but with liens on all the patent apps and everything else it kills TMM ability to continue bilking the payday loan guys out of more funding. Heck they won't even be able to take a check written to TMM anymore. Toast!
You might want to call TMM apparently they did NOT pay anyone the costs judgement. Gonna be a BIG ouch coming. LOL
As I said the rumor is TMM didn't pay the court ordered costs I assume that means to anyone. I see that as Panik's opportunity to take it all. Looks like easy pickings to me.
The appeal docs are online as everyone knows and it doesn't appear TMM appealed the costs judgement and I don't believe it's appealable anyway. You're the expert what say you?
Yes just a rumor but think about it. TMM unable to open a new bank account in any state if their checking gets seized. Plus liens on all assets. Interesting eh? Ask the resident legal beagle urban how dumb that move would be. LOL
The voice that keeps saying "Hey you won't believe the stupid thing TMM did this time?" Yeah I hear that one a lot.
Heard interesting rumor. TMM may be balking at paying off the "small" costs judgement? That leaves open the probability of having their bank account seized, liens on any assets such as patents, patent applications, perceived secret tech, everything. Just plain dumb but somehow not surprising. LOL
Someone is slowly taking a decent position in this shell wonder if the main debt holders finally decided to take what they could get and bail. If they are successful maybe we see a new company name, a reverse, and another chance for those that averaged down.
Yes TMM has 18 PAID directors and advisors and has accomplished exactly NOTHING with them on board except for LOSING a critical lawsuit that will end TMM. Nice work guys!
How do you patent vaporware? LOL
Yes TMM has worthless applications for worthless applications for worthless patents that will never be approved. What a mess!
Waste of time all TMM did was copy shareware and file useless applications that will be rejected amid intense laughter! Total junk!