Index ← 1769 CFJ 1770 1771 → text
==============================  CFJ 1770  ==============================

    Primo Corporation is a person and a player.


Caller:                                 root

Judge:                                  pikhq

Judge:                                  Zefram
Judgement:                              FALSE



Called by root:                         23 Oct 2007 18:28:46 GMT
Assigned to pikhq:                      23 Oct 2007 22:17:29 GMT
pikhq recused:                          24 Oct 2007 00:09:01 GMT
Assigned to Zefram:                     24 Oct 2007 09:45:11 GMT
Judged FALSE by Zefram:                 24 Oct 2007 10:08:52 GMT


Caller's Arguments:

Per CFJ 1659, the Primo Corporation charter is bound by the R478
definition of the phrase "by announcement"; the Primo voting process
uses announcements and so must be posted to the public forum as well
as to the corporate forum to be effective.  The disbandment vote was
not carried out on the public forum, so it was unsuccessful: Primo
Corporation still exists as a person.

However, when the judgement of CFJ 1659 came in, the shareholders of
Primo Corporation made a collective, implicit decision to ignore it.
They continued to carry out corporate business on the corporate forum
only, with no attempt to retrofit the actual state of the corporation
to the perceived state.  Thus, in the eyes of the shareholders, the
vote to disband was legitimate.  Per Rule 1742, "A contract may also
terminate by agreement
between all parties."  As the vote to disband was seen as a legitimate
proceeding of the contract by its parties, it may be taken as
agreement between all parties to disband the contract.

However however, section 4 of the Primo Corporation charter reads, originally:

The Shareholders and Officers of Primo Corporation shall work to
ensure that Primo Corporation obeys the Rules of Agora to the maximum
possible extent.

or, purportedly:

The Shareholders and Officers of Primo Corporation shall work to
ensure that Primo Corporation obeys the rules and laws of the
nomicalities in which it operates in regards to its actions (or
inactions) within that nomicality.

Thus, the adherence to a non-public voting mechanism constitutes a
failure to comply with section 4 of the Primo charter itself.  The
vote to disband cannot then be taken as agreement between all parties,
because it operated in inherent violation of the contract.


Judge Zefram's Arguments:

Initiator is not correct regarding CFJ 1659.  That precedent is no
longer applicable, since rule 754 was amended to incorporate the words
"by default".  The Primo charter is therefore at liberty to define "by
announcement" specially for its own purposes.  The disbandment vote is
therefore presumptively valid.

There remains the question of whether a contract can be dissolved by
means governed by the contract, when at least one party objects to
the dissolution.  Rule 1742 is not explicit about this.  Rule 1742's
condition for dissolution is "agreement between all parties", but it
doesn't detail the type of agreement.  It seems reasonable that such
agreement could be manifested by a contract between all the parties,
such as the contract being dissolved.  A vote against dissolution does
not nullify the contractual agreement to abide by the outcome of the vote.

So Primo Corporation dissolved, ceasing to be a person, and shortly
thereafter it was deregistered, ceasing to be a player.  I therefore
judge CFJ 1770 FALSE.