Re: Who can make binding legal agreements

[John Goerzen <jgoerzen@complete.org>]

On Wed, Jun 07, 2006 at 12:02:16PM +1000, Anthony Towns wrote:
> > The ability to enter into a legal contract to indemnify a third party
> > should be, and arguably IS, reserved solely for the SPI Board of
> > Directors.  
> 
> If SPI wish to withdraw from their relationship with Debian, then that's
> entirely possible to arrange. I don't think it's at all proper that you

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.

> try to obtain veto power of Debian's activities as conducted by the duly
> authorised members of that organisation.

First, I don't believe that SPI has ever granted anyone the ability to
enter into legally-binding agreements to indemnify (which means to use
our resources to defend) third parties.  I may be mistaken, though.
Could you please point out where you believe you derive this ability?

Secondly, I am saying that you should have contacted SPI *first*, so
we could get advice from our attorney, and enter into agreements
properly.

> > SPI projects shouldn't be taking advice from Sun's attorneys.  
> 
> Debian's relationship with SPI is as a helpful legal entity that allows
> us to act in ways we would not be able to do so without it, not as Debian's
> governing body.

And Debian is not SPI's governing body.  Debian is not a legal entity
on its own (after all, that's why SPI was created).  If a legal entity
must enter into an agreement on behalf of Debian, that legal entity is
SPI.  No SPI member project is authorized to make contractual
arrangements like this on behalf of the whole organization, and thus
potentially harm not just their own project but also SPI and other
member projects.

Please re-read section 9 of the Debian constitution and the bylaws of
SPI.

So I ask again: where do you derive your authority to enter into a
legal obligation to indemnify Sun in this situation, and what legal
entity do you believe is bound to honor that obligation?

-- John