Replies to post #134621 on InterDigital Inc (IDCC)

[dndodd]

Great!! Thanks for your efforts and time. You and M3S are great.

[vg_future]

GAB, Thanks a lot. EOM

-vg_future

[laranger]

GAB.

Thanks from the bottom of my pocketbook to both you and MTS.

However, I think you erred when you didn't let your wife scratch the Nokia attorney's eyes out.

[olddog967]

GAB: Thanks. Here is an abstract from the Toys R Us case that the IDCC lawyers were probably referring to. It is one of many decisions by the 2d Cir that would seem to go against Nokia's argument that the arbitrators were not correctly interpreting contract provisions As long as the arbitrators had some basis for their decision it should stand.

B. Manifest Disregard of the Agreement

Toys "R" Us also argues that the district court erred in refusing to vacate the award because the arbitrator manifestly disregarded the terms of the agreement. In particular, Toys "R" Us disputes the arbitrator's interpretation of four contract terms: (1) the termination provision; (2) the conforming stores provision; (3) the non-assignment provision; and (4) the deletion provision. We find no error.

Interpretation of these contract terms is within the province of the arbitrator and will not be overruled simply because we disagree with that interpretation. See United Steelworkers v. Enterprise Wheel & Car Corp. , 363 U.S. 593, 599 (1960). We will overturn an award where the arbitrator merely "mak[es] the right noises--noises of contract interpretation--" while ignoring the clear meaning of contract terms. In re Marine Pollution , 857 F.2d at 94 (quotation omitted). We apply a notion of "manifest disregard" to the terms of the agreement analogous to that employed in the context of manifest disregard of the law.

As to each of these contract provisions, Toys "R" Us merely takes issue with the arbitrator's well-reasoned interpretations of those provisions, and simply offers its own contrary interpretations. Toys "R" Us does not advance a convincing argument that the arbitrator manifestly disregarded the agreement. We will not overturn the arbitrator's award merely because we do not concur with the arbitrator's reading of the agreement. For the reasons stated by the district court, we find the arbitrator's interpretation of the contractual provisions supportable.

[spencer]

gab: Thanks for taking the time to attend and give us a recap.

[olddog967]

GAB: A little more background info related to your comments.

As you stated the issue related to puchasing assets was in regard to the trigger. What is now Ericcson's EMP activity was originally part of their mobile phone unit. However, during the negotiations to form the Sony-Ericcson JV, Ericcson was asking Sony for a large cash contribution to offset the value of the EMP activity. Sony refused, and the EMP activity was excluded from Ericcson's assets transferred to form the JV. I guess Nokia was arguing that since all assets were not transferred Sony-Ericcson was not a successors and assignee.

In regard to the "sequential tender provisions", these apparently refer to provisions in the PLA that allow Nokia some options in selecting a major competitor for MFL purposes. Since Nokia's pleadings on this point were heavily redacted, it is hard to tell exactly what they were referring to.

IMO it all goes back to the case that as long as the arbitrators considered these items, and had some basis no matter how tenuous, for making their decision, the award will be upheld.


Our lawyer quoted Toys R Us as precedent and a collective bargaining case, the name of which I did not hear, as another precedent. The judge questioned Mr. Flanagan on some of the wording in the PLA that related to the "purchase of all of the assets" as opposed to the wording "purchase of assets." Mr. Flynn gave a reply to the judge that seemed to satisfy him. There was also a short discussion on the meaning of purchaser vs purchasers. I believe this was relevant to the trigger issue with respect to the successors and assignee discussions (Ericy to SE). Also discussed was "sequential tender provisions", which no one in our group could follow.Mr. Flanagan closed in saying that we have come here with a needless "mountain of paper" to settle a "simple motion."

[JimLur]

Gab , Thanks to you and M3S for attending and providing comments. Over the years countless contributions have been shared by many on this and other threads and our IDCC investors at times like this are a real "Dream Team".

[habu]

Thank you for the very consice report. Taking the time to do the leg work and report back to those of us here who could not be there is a tribute to the parents who raised you. Thank you and M3S.

[Harleydavid]

Guido, you also deserve a big THANK YOU!

[golferwalt]

GAB & M3S--THANKS for the moral boosting update. God Bless, Walt

[Shirley]

Thanks so much for all the information.
Shirley

[ellismd]

THX! GAB. I am very confident in a good game tomorrow between Dallas and the Giants, hopefully with Cowboys winning by 7.

[Corp_Buyer]

GAB- "even if all the claimed inconsistencies about the arbitrators actions were true, it would not be enough to vacate the award" - and that is the bottom line.

Thanks,
Corp_Buyer