- 5 -
sold to Avant-Garde for use with the latest version of
its "Net/Alert" product, but Mr. Whelpley and Weeden
anticipated that it could also be sold to other purchasers.
In this opinion, we refer to the development of the
computer processor as the CPI project.
CPI was incorporated in Delaware on January 28, 1987.
The initial directors were Mr. Whelpley and two employees
of Weeden, including Mr. Thomas L. Flaherty. Although
Mr. Whelpley was the key employee of both WAI and CPI, and
although the companies shared office space, CPI was at all
times separate from and independent of WAI.
Generally, Weeden's business objective was to invest
in product and service companies, and in accordance with
that investment objective, it was interested in obtaining
an equity interest in CPI. Weeden's management was not
interested in investing in consulting businesses such as
WAI, and Weeden never considered the possibility of
becoming a shareholder of WAI.
CPI and Avant-Garde memorialized their oral agreement
regarding the CPI project in a letter dated April 29, 1987.
As set forth therein, CPI agreed to develop "an industrial
grade, 80386-based communications processor" suitable for
Avant-Garde's Net/Alert application and to cooperate with
Avant-Garde in developing a "statement of requirements" for
the computer equipment. In return, Avant-Garde agreed to
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011