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Re: Who can make binding legal agreements

On Wed, Jun 07, 2006 at 02:04:18PM +1000, Anthony Towns wrote:
> On Tue, Jun 06, 2006 at 09:35:41PM -0500, John Goerzen wrote:
> > Nobody was suggesting that, and I fail to understand why it is in
> > anyone's interests for you to ratchet up the heat on this issue
> > another notch by making remarks like that.
> I don't understand why, as SPI President, you'd bring up concerns
> regarding SPI's legal position in the middle of a thread on -devel and
> -legal, without having discussed it on spi-board, having consulted SPI's
> attorney as to the validity of your concerns, or having contacted me as
> DPL or the archive administrators privately first, either.

I am not bringing this up "as SPI President".  If I were writing to you
as part of my official duties as the holder of that office, I would have
signed my messages thusly.  I am expressing personal opinions only.

I also do not speak for the board on this, nor have I claimed to.  The
board has not been involved with it yet.

So what am I trying to do?

Most importantly, make sure that SPI and Debian aren't exposed to
serious legal risks.

But beyond that, I do not want to SPI to act as police, and I do not
want anybody at SPI to feel that it needs to.  By having member projects
such as Debian communicate effectively and reasonably with SPI, and
having SPI do the same, we can foster trust between Debian and SPI.  It
will make everyone more productive on both sides.

I don't want to see a situation where people at Debian try not to
consult SPI about legal matters out of some sort of resentment or fear.
I also don't want to see a situation where people at SPI feel they have
to "keep tabs" on member projects because of some sort of resentment or
fear on their part.

As I've said already, I don't want SPI to be involved in day-to-day
license discussions in Debian.  When there's a more deep question --
such as what exact liability there may be with an indemnification
clause, and for whom (which could involve SPI) -- I'd hope that the
Debian ftpmasters would feel free to shoot a message over to the SPI
board and say, "hey guys, could you run this by the attorney and let us
know his thoughs?"  I'd hope that we all could trust that if the SPI
attorney raised grave concerns about it, that all parties involved would
act responsibly based on that advice -- and likewise if he did not raise
concerns.  If it turns out that a particular license requires action
from the SPI Board due to requirements to enter into an agreement of a
particular type, the attorney could advise us all about that as well.

What I'm still hoping to see, is that someone in Debian -- other than
the people on the SPI board -- will consider it useful to inform the SPI
board of the situation through usual channels (spi-board at lists.spi-inc.org),
so that SPI's attorney can be consulted for advice.  Let's put this annoying
discussion behind us and move forward with a solid understanding from
someone that is an expert in law.

That's all I'm saying.  I don't have all the answers, and neither do you
or anyone else in this discussion.  But SPI has someone that is an
expert in law, and a very small bit of effort could save us from pretty
severe consequences down the road.  Let's get rid of the uncertainty

-- John

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