Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
I never posted a quote of the clause but as I have said. Seller is not give the right to waive anything in 3.1.11 only the purchaser. I have only referenced the clause. Never quoted it. I prefer to allow other to read for themselves so that I don’t get accused of misquoting written documents. Imagine that!
You claim it says seller. Please direct us to where that wording is so we can all see what you are talking about.
Please direct everyone where it says seller has sole discretion to waive completion of any condition. It’s not in 3.1.11.
3.1.11 only gives Purchaser (GDSI) that right. GDSI May wave any conditions of it’s Due diligence of Rontan at its sole discretion. As you have once again been so kind to repost for us.
Thank you.
Post # 42764 by phenixBlue. Copied and pasted and there for anyone to see.
It’s the OTC. People that trade the OTC market are not scared off by this kind of stuff. It is the very reason it’s on OTC and not Nasdaq or the NYSE in the first place. This is why I keep pointing out PALS and the HarmAlarm deal, much more interested in those developments, that is what is going to carry the company forward in the future. Little extra cash form a win here would be nice but it’s not going to make or break the company.
This litigation is pretty much a nothing burger for GDSI. It does give us all something to chirp about in the mean time tho.
It’s never a waste of time if you can show someone something they didn’t know before. The question is if their willing to learn or wish to remain blissful. These litigations seldom make it to the jury, so all this about who filmed what and when is completely irrelevant.
At some point there will be a settlement, nothing in the filings or the docket will have anything to do with it. The two sides will simply decide it’s not worth paying the law firms any more money and they will settle.
For those of you that may need clarification. I am not arguing his opinion on the case. Everyone has an opinion.
I have been trying to point out the errors in his opinion when they are stated as if they are legally grounded.
Both legal teams will do their best to get the verdict they desire. This case if far enough along that it would be surprising to see even a partial summary judgement awarded but it could happen. In a court of law. Anything can happen.
IMO
3.1.11 is very powerful in supporting GDSIs position.
Depositions-
GDSI would have no reason to insist on forcing KPMG to a deposition since that information is already available to them. Rontan would be self serving to have an agreement with KPMG to make sure certain proprietary and “trade secrets” are not released in any of the statements or documents they may supply to the court in testimony. Very common practice and nothing should be supposed or implied by the agreement. It’s in the normal course of litigation just as the original MTD was and the MSJ is now.
Sometimes limited partners will be released under such motions if they can clearly show they are not a party to the litigation. I don’t see this being the case. Again, It’s a court of law. Anything can happen. O.J. walked.
My opinions will always be preceded by notation of IMO. Facts speak for themselves and can’t be changed by opinions mine or anyone else’s.
I sure hope you all are not completely consumed by this litigation. While a settlement would be nice. It’s a one time shot in the arm. The real prize is the HarmAlarm deal and PALS. Stay tuned should be an interesting few months ahead PALS revenue is expect in 2Q 2020. GLTA
This part? This is the part you never said?
“Why leave the word Seller out of your version of the waiver?”
Again. You stated I did not consider the sellers rights. The seller has no rights to waive anything under the SPA. There is nothing to consider for the seller.
Show me where 3.1.11 mentions anything about the seller? Show me anything where condition 1 or 2 are for the benefit of the seller.
I don’t have to “ leave out the word seller” because it’s not there to leave out.
Besides all that. I have not quoted the SPA other than to post the section and condition of which I am speaking.
So again. I’ll ask. Please show us anything in the spa that removes GDSIs rights under 3.1.11.
The information on GDSIs rights under the SPA come directly from the SPA which you have been so kind to post. I ask you again to please support your claims that GDSI can not make such waivers with the portion of the SPA that states this.
At this point in the litigation you have what is on record which is seldom even remotely close to the evidence to be presented at trial nor is it in any way complete. The defense uses what suits their goals. The plaintiff does the same. Same documents different excerpts and quotes used to support their own agendas. In the end. A settlement or jury will decide after all the evidence is presented for both sides.
Concerning the Docket.
Not every entry on a docket has legal standing. If I have some whacko file a frivolous law suit it will make the docket. It will be dismissed with prejudice. Does it have legal standing in the next frivolous complaint made? No
Can the same person refile the complaint and use the original complaint that was dismissed as legal standing to show a pattern? No
You are putting way way to much weight on the docket as some kind of legal document. A docket is simply a chronological historical record of the events before the court at any given time. A docket holds no legal standing. Dockets will hold errors such as the ones you see corrected by the clerk several times in this case alone.
Because 3.1.11 does not say the seller has the right to waive any of the conditions nor does any other condition give the seller this right. 3.1.11 is specific to GDSI as the buyer.
So I ask you again. Please show us/me any written condition of the SPA that gives the seller Rontan these rights.
Show me any place in the SPA that removes this right (3.1.11 agreed to in writing) from GDSI the buyer.
As a legal matter the original complaint, MTD and the ruling “WITHOUT PREJUDICE” do not exist. I posted the legal meaning for the legal term, you know what it says. The FAC is the only form of the complaint that survives and is germane ( has legal standing) once it is submitted anything to do with the original complaint is moot (has no legal standing) the action moves forward as if the original action never occurred.
I never said it was not a part of the historical docket. It is however very much irrelevant in legal standing. The judge made no such ruling on merits. The granting “without prejudice” of the MTD was based on terminology ( legal procedure) that was corrected. Had there been a ruling on merit the ruling would have been “WITH PREJUDICE” and the case would have ended right then and there.
Let me give an easy example of how a judge would rule on the sale agreement for let’s say a dog.
I agree to by a dog for $500 and make up a sale agreement. Once I see the dog to complete the sale. I notice the dog is brown and I was under the impression that it was a brindle. I already paid you but you refuse to refund my money. I file a complaint and sue.
In my complaint I state that I gave defendant $500 for a brindle colored dog. He did not deliver.
The defendant say. I delivered the dog as described and he would not accept the dog for some unknown reason to me. I seek to have the complaint dismissed as I have no idea what he is talking about and no actionable claim has been made
Judge asks for responses
I submit my response saying the ad/sales agreement said age-2 yo dog color-Bn sex-male. In the dog industry bn means brindle. Not brown.
Now the judge rules to grant the MTD based on the fact that the original complaint did not give him grounds for a ruling. With the explanation he now says I am ruling in favor of defendant as there is no grounds stated in the complaint but I rule “without prejudice” because the issue is procedural as to the wording of the original complaint and a restatement of the complaint does not shift the subject of the complaint from the color to the age or sex. It’s still a complaint about the color being misrepresented in the sale agreement by the seller. The judge is not ruling on the merits of the case (what color the dog is or was represented to be).
In short once the complaint is “fixed” the original complaint is moot and has no legal standing. All matters associated with the original complaint are now irrelevant to the litigation going forward. Neither party can use the original complaint the MTD or the ruling on the original complaint to support any action going forward.
Words are hard. Right. It’s simple.
You say. Delgado can not unilaterally waive condition 1 or 2.
I say. Show us the language in the SPA that supports your claim.
I have provided the language in the SPA that supports my statement that yes Delgado/ GDSI has the right to waive not only 1 and 2 but any other aspect of the SPA concerning their Due Diligence at their sole discretion I’ll post it again here for those that may not be up to date. Section 3 “conditions” of the SPA. 3.1.11. There has been no waiver of 3.1.11 by GDSI nor has there been a request in any form to remove, modify or otherwise change 3.1.11.
You claim the complaint is dismissed. Show us the ruling where this claim was dismissed.
A claim dismissed would not then subsequently be scheduled for trial. Your claim to a dismissal is proved false by the facts.
As pointed out in past posts. A motion, any motion let alone a MTD that is granted “without prejudice” is subject to correction and once submitted is treated as tho no action on the matter was ever undertaken. The FAC is now the only Complaint and any complaint prior is ignored as is any action taken as a result of that original filing.
Neither side can raise the original complaint, the MTD as a result of that complaint or any action taken as a result of that complaint nor the ruling in future pleadings in support of their position. This is the law. These are the facts of the case.
“Without Prejudice” is a legal term and the definition and results of rulings do not change from jurisdiction to jurisdiction. Regardless if it’s Local state or federal. If it’s in the USA the meaning is the same and carries the same weight.
Please post the link where the original complaint was dismissed and a new complaint was filed and the courts issued the exact same docket number with the exact same original filing date with a judges blessing..
Still waiting for the link to the section of the SPA that supports your claim that Delgado / GDSI can not waive conditions. I supported the information I posted with the section that says they can (3.1.11)
I will be more than willing to consider any such clause or condition you can direct me to that says otherwise.
It means no one is selling which is what would be happening if what you are stating were true.
Like I stated. Go look up any court and any litigation and somewhere along the line, the defense will file a motion for summary judgement. Not a hard search to do and prove or disprove. Anyone can do it.
As for the MSJ. As stated before and easily researched. Every attorney worth his salt will file a MSJ when all else has failed and or the weight of the facts in evidence start to overwhelm their defense.
Very few MSJs are granted. There only needs to be the very slightest amount of evidence presented by a plaintiff for a judge to dismiss a MSJ. GDSI has far surpassed that threshold.
There has been no dismissal of the complaint as evidenced by the setting of a trial date. Nothing else matters.
Still wrong. GDSI can waive any condition for any party under 3.1.11.
Third parties are not parties to the SPA. SPA is an agreement between the Buyer and the Seller. No third parties are germane to the SPA. GDSI can drop an obligation to its self unilaterally and without any written authorization.
If you have an element to quote from the spa that prevents GDSI from exercising the right granted in 3.1.11. Please share them with us.
Conditions 1 and 2 (3.1.1 and 3.1.2) can be waived by “Delgado” GDSI under the provisions of Condition 11 (3.1.11)Which gives GDSI sole authority to waive a condition. No written or agreed statement is required. That’s the facts of the SPA. As previously posted on this board.
Condition 3.1.11, section 3, of the SPA “conditions” gives GDSI sole discretion to waive conditions.
There is a provision for other parties to waive conditions with written notice and acceptance by GDSI. This is not one of the conditions but a stipulation of the conditions as noted in the last paragraph of section 3 of the SPA as previously posted by PB.
No waiver of 3.1.11 was sought by any party to the SPA. Therefore. GDSI is the only party to the SPA with exclusive rights to waive any of the conditions without written notice by any other party.
If KPMG didn’t submit a written opinion. GDSI, under 3.1.11, at its sole discretion may waive that condition without any notice to any of the other parties.
The following is IMO based on my own research.
The brothers are some crooked SOBs and would sell out their employees to make a buck. I think they are avoiding discovery and trying to block GDSIs access to financial records because they have been skimming off the company for years and avoiding obligations to the Brazilian Government.
There could easily be several hundred million in unreported assets which could be open to the litigation for recovery. Again. JMO.
Think he asked where the pps would go and I used a base of $10m settlement to show the relation between the settlement amount and the expected pps. Depending on the actual settlement amount. A net to GDSI of $6m = .009-.01. Your own DD can be done to asses your own range for whatever you may think the settlement will be.
I dont happen to think the current pps has anything to do with the Rontan litigation. I think the outcome could bolster the pps. I do not think it will hurt at all if it’s dismissed or there is a $1 award.
HA PALS is what investors are watching.
Momentum could top it out in that range. I am being a bit conservative
Not a member of the bar. I was an advocate for the court in my state for a few years. Basically we explain legal terminology in layman terms to clients that request it.
IMO. The PPS should rise .009-.01 for every $10m in gross settlement and assuming that GDSI receives 60% or $6m of each $10m in settlement.
$60m settlement x 60%= $36m to GDSI or .054-.06 raise in the pps.
$120m settlement x 60% = $72m to
GDSI or .108-.12 increase in the PPS.
This is scheduled for a jury trial and anything could happen. Which means the jury could find in favor of GDSI yet could also set the damages at $1. (Not uncommon)
IMO. The current pps is reflective of the HA PALS deal and will move the company forward over the long term.
3.1.11 allows GDSI to suspend or wave any portion of the conditions at its sole discretion, there can be no “interference with the conditions”
Rontan is trying to block discovery of its financial position. Is there millions in assets they were hiding from creditors?
Is GDSIs claim bolstered as a result of their being Millions more in value?
The $150m estimate could be way low. How much are the brothers hiding from the Brazilian government? Settlement is coming. The settlement could be very substantial.
Looking better and better for GDSI
Rontan has demonstrated how weak their defense is when they field the motion for summery judgement. This is a last ditch common motion to try to suppress evidence. If there were no evidence Rontan would not waste their time with a MSJ.
If there were no evidence the judge would have ruled “With Prejudice” on the original MTD and this litigation would have ended.
Summery judgment motions are filed by defendants in 80-90% of these types of litigations. Nothing to see here yet. Standard motions and filings to this point. 90% of such motions are denied as they are asking the judge to make a ruling on the merits or lack there of. Very rare to succeed.
IMO the judge would have ruled “With Prejudice” on the original MTD if there were no merit to the complaint.
OTC is their secondary market, this is a Canadian registered company traded on the TSX. If volume is important to your DD you need to be looking there. Not on the OTC.
Thank you. I personally would like to see more information on the HA PALS stuff as I think this is the business going forward.
PALS will be the revenue stream that I am looking forward to.
This litigation will either be settled in court which any time there is a jury involved it’s a coin flip or by settlement which means a smaller judgement. I have seen these type cases adjudicated for $1 so I am hoping for a settlement as opposed to going all the way through a trial.
If it were a finding of fact the judge would not have ruled “without Prejudice” if the judge was ruling on Merits (facts) in evidence such as a breach of 3.1.1 and/or 3.1.2 then he would have granted the MTD “with prejudice” this case would be terminated.
Gdsi has the sole discretion to waive any of the conditions it wishes as stated in 3.1.11.
The only way any other provision can be removed or waived by any other party is if GDSI agrees to the stipulation and Rontan then acknowledges the waiver in writing. ( final paragraph/sentence of the conditions section 3 of the SPA).
The only waivers in evidence at this time are the waivers by and for GDSI under the provision 3.1.11 of the SPA at GDSIs sole discretion and within their rights under the agreement.
All Work done for GDSI by KPMG is by and for the sole benefit of GDSI.
All information on financing and financial conditions of GAC are by and for the benefit of GDSI.
Section 10 miscellaneous
10.10 states ……no other parties other than the named parties.……
The named parties are listed at the Top of the SPA. Roman Numeral I-IV. No other parties to this agreement.
Neither KMPG nor GAC are parties to the SPA. Their work may be waived by GDSI at its sole discretion as per 3.1.11.
GDSI by 3.1.11 is the only party to the SPA with the ability to waive any of the requirements associated with their DD (conditions) of Rontan. I don’t see anything in the Conditions that gives any of the others mentioned the ability to waive or alter any of the conditions.
There is no evidence of Rontan requesting in writing or otherwise for 3.1.11 to be removed or suspended.
An argument by Rontan that GDSI could not waive conditions without putting it in writing appears to be inaccurate.
There is a better chance that GDSI prevails than not. The MTD that was granted without prejudice, was not a ruling on the merits of the case and the FAC was submitted to resolve what appears to have been a procedural issue.
IMO. The judge wanted a better explanation of the relief being sought and the grounds for granting such relief. These are procedural issues, are not uncommon and are not issues of/on merit. The judge here appears to find merit to the complaint. Had there been a finding of NO MERIT the judge would have granted the MTD WITH prejudice and this case would have ended.
Looking forward to the settlement.
Correction 3.1.1.
3.1.11 gives GDSI the sole discretion to waive any conditions of the previously stated conditions. Specifically, the second sentence in 3.1.2 concerning “purchasers” action at its sole discretion.
The case goes forward so it’s not dismissed. That’s the relevant interpretation. This case would not be going forward after the Granting of the MTD if we use your interpretation.
Exactly what I have been saying. Without Prejudice does not rule on the merit of the case. This was purely a procedural MTD which was Granted without prejudice which allows for the complainant to correct the omission or error without forfeiting any rights or claims.
Once the Amended complaint is filed everything goes forward as if nothing has happened.
The portion highlighted in red would have been done as follows
Judge rules “with prejudice” granting the MTD on the grounds of a failure to state a claim and its merit and/or lack there of, the litigation would have been permanently dismissed and the case would have ended. Clearly this is not the case.
Without prejudice as defined.
“The inclusion of the term without prejudice in a judgment of dismissal ordinarily indicates the absence of a decision on the merits and leaves the parties free to litigate the matter in a subsequent action, as though the dismissed action had not been started..”
a decision that is “ABSENCE OF A DECISION ON THE MERITS……”
In layman’s terms it is a decision (ruling) made not withstanding (considering) the merits (Facts)
The MTD and subsequent “dismissal without prejudice” is also made to be completely irrelevant to the case going forward once the amended complaint is filed. “…AS THOUGH THE DISMISSED ACTION HAD NOT BEEN STARTED…”
This is not some special consideration the judge gave GDSI. It is purely procedural in nature and generally an effort to assure that everyone has their is dotted and Ts crossed.
IMHO. The judge didn’t like the way something was stated in the original complaint or found something missing he felt was germane.
There has been no ruling on the merits.
Gdsi has not failed on any grounds of merit (fact)
MTD granted WITHOUT PREJUDICE. ( no longer legally relevant )
No findings of fact have been ruled on.
Trial in December. Depositions underway.
It is an issue because you keep posting this and or similar references. —- “The litigation Stickie contains the Court's Order on the MTD. The judge tossed the GDSI/BSF Law Firm's Complaint for FAILURE TO STATE A CLAIM UPON WHICH RELIEF CAN BE GRANTED. This means even BSF couldn't make GDSI look like they had a winning case. “ —— This is not correct at all “without prejudice” and a subsequent “amended” complaint means that the referenced ruling never happened as far as the legal proceedings are concerned. Rontan can not even use that MTD ruling as a matter of decided action going forward.
In short, In the course of the case the MTD never happened.
Also in general a ruling made “without prejudice” is not a ruling on the merit of the case.
“failure to state a claim” is a matter of merit.
legal aspect of without prejudice.
The dismissal means nothing. It can’t even be raised by Rontan in the future as to have occurred. Legally once the Amended complaint was submitted the dismissal is treated as though it has never happened.
The “dismissal without prejudice” carries ZERO legal significants for this litigation and can never be raised by either party. That’s the facts of this litigation concerning the MTD.
Another piece of information from the SEC filings. While the current OS is around 610m shares (fully diluted). The actual conversion formula in place puts that figure closer to 460-480m shares. The higher figure is necessary to comply with regulatory guidance.
Everyone should keep in mind that the litigation is just a small part of this picture. GDSI is also finishing up ground testing and final approvals for the HA PALS system expected to be in full production and sales to start 2Q 2020.
Ok so you want to split hairs on terminology?
Here is the definition of the legal term “without prejudice” you go ahead and apply it to this case or complaint.
“The inclusion of the term without prejudice in a judgment of dismissal ordinarily indicates the absence of a decision on the merits and leaves the parties free to litigate the matter in a subsequent action, as though the dismissed action had not been started.”
DD exercise.
Date of Rontan SPA.
Date of any or all of the “litigations” compare dates.
Give opinion did one have anything to do with the other.
Also. Does the spa have any language to address litigation or future litigation?
Was it raised during motions to dismiss or mentioned in any attempt to exit the spa for cause?
Have a wonderful day