- 20 -
would have to place the trust assets at risk in order to finance
a national expansion, which he was unwilling to do. Mr. Baker
testified that he agreed to the terms of the License Agreement.
Respondent argues that the Local Software was of no use to
HSN, since it could not be used on the Burroughs computer
hardware. Thus, respondent concludes, the agreement to pay for
the license of such software was a sham. We disagree.
HSN substantially benefited from securing the rights to the
Local Software. Even though Burroughs could not copy the
programming code from the Local Software to develop the National
Software, the basic descriptions of HSN’s system and reports were
taken from the Local Software in designing the National Software.
The sales representatives and one of the system developers at
Burroughs testified that using the Local Software in this manner
saved Burroughs a great deal of time during the design stages of
the software development, which was important if HSN wanted to
have the National Software running by its July 1, 1985, deadline.
The Local Software also provided a valuable backup system in the
event the National Software failed. As it turned out, HSN relied
on the Local Software to manage its inventory from July 1, 1985,
8(...continued)
that Mr. Baker, the trustee and a longtime business acquaintance
of Mr. Speer, did whatever Mr. Speer wanted of him. Mr. Baker
testified that as the trustee of the Roy M. Speer Trust, he owed
a fiduciary duty to the trust and its beneficiary, Lynnda Speer.
We find Mr. Baker’s testimony to be credible and are, thus,
unwilling to attribute the ownership of the HSC stock to Mr.
Speer.
Page: Previous 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 NextLast modified: May 25, 2011