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Current group: comp.bbs.misc
ITS, Inc. for Sale - Reply to Skidder von Cleese - POTENTIAL WINDFALL
| Estate of Eric Langjahr | | Estate of Eric Langjahr |
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| | From: | Estate of Eric Langjahr | | Subject: | ITS, Inc. for Sale - Reply to Skidder von Cleese - POTENTIAL WINDFALL | | Date: | 11 Nov 2004 03:03:19 GMT |
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The Estate of Eric Langjahr just recently became aware of the post by
Skidder von Cleese dated 9/12-13/04, in reply to the Estate's post
dated 8/31/04. Potential purchasers of Eric's stock should know that
the Estate STANDS BEHIND EVERY WORD of its original post.
Skidder von Cleese was not one of the names Eric ever mentioned to
anyone in his biological family. Perhaps Mr. von Cleese is simply
HIDING behind a phony name for his non-credible post.
Certainly, Mr. von Cleese paints a radically different picture of ITS
from the picture that Eric himself painted, in great detail, to his
family - and which was confirmed by other ITS staffers.
In his post, Mr. von Cleese RENDERED LEGAL OPINIONS to prospective
purchasers of my brother's stock in ITS. Prospective purchasers
should know that Mr. von Cleese's words may have been ILLEGAL. Mr.
von Cleese's post suggests that he lives in Nevada - but there do not
appear to be any Nevada-licensed attorneys with names similar to his.
Therefore, Mr. von Cleese's conduct may constitute UNLICENSED practice
of law, which is a CRIME in many states - a FELONY in at least one
that I know of. Illegally rendered legal opinions obviously have no
value or validity to anyone.
Mr. von Cleese, holding himself out in his post as agent on behalf of
ITS and Michael Pizzolla, appears to have tried to sabotage my
brother's estate's ability to sell Eric's stock for fair value. Mr.
von Cleese did that by actively spreading false and misleading legal,
technical and other information, at my late brother's expense.
As a result, my brother's estate is duty-bound a) to try to mitigate
the damages caused by Mr. von Cleese and b) to set the record straight
in DEFENSE against Mr. Von Cleese's ATTACKS on my brother's legal
interests. For those reasons, the Estate will try to correct Mr. von
Cleese's misleading descriptions of the applicable law and facts.
As an actual (non-Nevada) attorney, I am not at liberty to and will
not render specific legal advice to prospective purchasers of my
brother's stock in this forum. Nonetheless, my brother's estate will
respond with a discussion of general legal theory, which should shed
some light on why the purchaser of my brother's stock in ITS may enjoy
a POTENTIAL WINDFALL.
Naturally, anyone who wants to be able to rely on specific legal
advice tailored to his specific factual situation should ALWAYS
consult with a competent, licensed attorney in the appropriate
jurisdiction.
Mr. von Cleese's pseudo-legal analysis indicates that it relies on
partnership law and cases. But International Thoroughbred
Superhighway, INC. (a/k/a ITS, INC.) is NOT a partnership of human
beings. Rather, ITS, INC. is a CORPORATION, a perpetual legal entity,
completely distinct from the various human beings who may, from time
to time, own some portion of it. As a result, partnership law does
not apply to ITS at all. The very different law of corporations
applies.
Mr. von Cleese's post also mistakenly suggests that the POTENTIAL
WINDFALL referred to in the Estate's original post hinges solely upon
"missing stock share certificates". Actually, the Estate never used
the word "missing". Mr. von Cleese's contention that alleged stock
certificates are "missing" ASSUMES that alleged stock certificates
were first issued and delivered and then, later, allegedly went
"missing".
But, in fact, contrary to Mr. von Cleese's post on behalf of ITS and
Michael Pizzolla, to date, the corporate secretary of ITS has produced
no proof that ITS' corporate secretary ever issued OR delivered any
alleged stock certificates to the other alleged shareholder or that
any such alleged stock certificates subsequently went "missing".
According to public records, ITS's corporate secretary was Michael
Pizzolla.
In any event, the fact that the other alleged shareholder of ITS is
not in possession of any alleged stock certificates is hardly the only
basis for the POTENTIAL WINDFALL referred to in the Estate's original
post. (There simply was no need to go into the other bases - until
Mr. von Cleese's post on behalf of ITS and Michael Pizzolla made it
necessary.)
There is a second form of legally valid proof of ownership of stock in
a corporation. The corporate secretary is ALSO required to make a
notation in the corporate stock ledger documenting any shareholder's
ownership.
But, in fact, to date, ITS's corporate secretary has produced no proof
that the corporate secretary of ITS made any notations on the
corporate stock ledger to reflect the other alleged shareholder's
alleged ownership in ITS. According to public records, ITS's
corporate secretary was Michael Pizzolla.
But there are still more bases for the POTENTIAL WINDFALL referred to
in the Estate's original post.
Mr. von Cleese's post suggests that a court of equity will always
honor ANY claim of alleged ownership, despite a lack of ANY proof of
ownership whatsoever, not just lack of what lawyers call legally
cognizable proof. Obviously, that would invite just about everyone -
even Mr. von Cleese - to claim ownership.
In reality, what a court of equity MAY elect to do differently from a
court of pure law is to consider ALTERNATIVE but nonetheless
CREDITABLE forms of PROOF - IF, of course, alternative, creditable
forms of proof are produced by the party seeking to prove its alleged
ownership. And, yes, it is that party who bears the burden of proof,
even in equity.
Mr. von Cleese's post also suggests that equity will always honor ANY
claim of alleged ownership, without any regard to the total
circumstances in which the allegation of ownership is made. Not so.
Equitable relief is extraordinary relief, reserved to the sound
discretion of a court. A party who seeks to cast aside legal
requirements and invoke equity in his behalf bears the BURDEN OF
PROVING to the court that it is JUST AND APPROPRIATE for the court to
do so UNDER ALL OF THE CIRCUMSTANCES of the case.
Although Mr. von Cleese is apparently unfamiliar with it, one of the
most well-known equitable principles is the DOCTRINE OF UNCLEAN HANDS.
Under that doctrine, a court of equity will not come to the aid of
someone who has engaged in INTENTIONAL MISCONDUCT in the context in
which he is asking for equitable relief. Since he is such a proponent
of equity, Mr. von Cleese might want to bone up on that important
equitable doctrine.
Under all of the applicable facts and circumstances of the case, the
Estate, in good faith, believes that equitable principles in no way
detract from the POTENTIAL WINDFALL that the purchaser of my brother's
stock may enjoy.
Additionally, a court sitting in equity just may be mindful that the
other alleged shareholder is not just an Ordinary Joe. Rather, he has
held himself out as a lawyer who knowingly (by definition) assumed
important responsibilities as ITS's corporate secretary.
If the other alleged shareholder's allegations of ownership are
believed to be true, then that same alleged shareholder may have been
grossly negligent in the performance of his paid corporate secretarial
duties. Certainly, there is ample legal precedent for a court to hold
a lawyer to higher standards than a non-lawyer.
I trust that this discussion of general legal theory has shed a little
light on several of the legal bases for my brother's estate's
acknowledgment that the purchaser of my brother's stock in ITS may
enjoy a POTENTIAL WINDFALL.
This reply to Mr. von Cleese is posted on behalf of Eric's father,
Charles Langjahr, in his capacity as co-administrator of Eric's
estate.
Janet Langjahr, as agent on behalf of
Charles Langjahr, Co-Administrator,
Estate of Eric Langjahr
its_stock@yahoo.com
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| | From: | Estate of Eric Langjahr | | Subject: | Re: ITS, Inc. for Sale - Reply to Skidder von Cleese - POTENTIAL WINDFALL | | Date: | Tue, 14 Dec 2004 19:19:10 GMT |
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