Corporate & Securities Law

The Novell?SCO Litigation: A Lesson in Thinking Through the Implications of Your Drafting

By Ken Adams

In this May 2007 blog post I wrote about the litigation between Novell and SCO. (That post dealt with the implications of retaining drafts of a contract.)

Well, last week brought further news in this saga, as a federal jury found that two key Unix copyrights belonged to Novell and not to SCO. (Click here for the WSJ Law Blog’s account.)

A reader sent me a link to this item in the Y Combinator news feed. It starts by asking the very question I was asking myself?”How is it even remotely possible that sophisticated parties selling something so major as the UNIX-related rights can’t agree whether the copyrights were transferred in the deal?” It then considers the contract roots of the dispute.

I’m not inclined to search through the rubble myself. But it would seem that someone experienced a failure of imagination by not following through the implications of how the assets were divided up. In drafting any contract, you have to constantly ask yourself, “What if … ?”

Full post as published by AdamsDrafting on April 04, 2010 (boomark / email).