Index ← 2265 CFJ 2266 2267 → text
==============================  CFJ 2266  ==============================

    The Burgundy Contract is a partnership.

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Caller:                                 root

Judge:                                  BobTHJ
Judgement:                              


Judge:                                  omd
Judgement:                              TRUE

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History:

Called by root:                         14 Nov 2008 17:31:26 GMT
Assigned to BobTHJ:                     15 Nov 2008 16:48:59 GMT
BobTHJ recused:                         20 Nov 2008 23:45:04 GMT
Assigned to omd:                        25 Nov 2008 19:55:22 GMT
Judged TRUE by omd:                     26 Nov 2008 15:35:26 GMT

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Caller's Evidence:

On Fri, Nov 14, 2008 at 10:24 AM, Geoffrey Spear  wrote:
> 2. A Voting Sockholder is a member of this contract who holds at least
> one Burgundy sock. Any member of this contract which does not hold at
> least one Burgundy sock ceases to be a member of this contract. A
> Potential Sockholder that holds at least one Burgundy sock may become
> a member of this contract by announcement.

> 5. The sole Officer of this Corporation is the CEO. The Voting
> Sockholders are responsible for ensuring this corporation fulfills
> it's obligations by enabling its CEO to act on behalf of the
> corporation. The CEO may resign their Office by announcement.
> Initially the Office of CEO is vacant.  The CEO CANNOT act on behalf
> of the Corporation without Authorization.

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Caller's Arguments:

Paragraph 2 of the Burgundy Contract defines the Voting
Sockholders as a subset of the contract's members.  By paragraph 5 of
the contract, the contract's members are the Voting Sockholders.  This
is circular, and I argue that the contract therefore devolves its
obligations onto nobody and has no Voting Sockholders.

It seems likely that paragraph 2 was intended to define Voting
Sockholders as a subset of the contract's parties, rather than its
members, but this is not what it actually says.

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Gratuitous Arguments by Wooble:

these are R754 equivalent, and paragraph 2 makes
all members Voting Sockholders since if they have no socks they
platonically cease to be parties.  On the other hand, this change
doesn't become effective in Agora until the change is published, which
means there could be people who are not parties to the contract in B
while being parties in Agora. This sort of platonic in B/pragmatic in
Agora thing may make the Werewolves contract problematic too.

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Gratuitous Arguments by root:

No, R2145 explicitly defines members as a subset of parties.

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Judge omd's Arguments:

Contracts are not regulated by Rule 754 (2), and even if they were,
the clause only legislates the default meaning of terms.  Given the
history of the Burgundy Corporation, and the member/party ambiguity
that until yesterday existed in the Rules themselves, it is reasonable
to interpret "member" as meaning "party" in the context of the
Burgundy Corporation contract, although of course the wording is poor
form on Burgundy's part.  I judge TRUE.

(Alternate interpretation: clause 2 allows a party to become a member
[and thus a Voting Sockholder] by announcement.  The circular clauses
are not really inconsistent as clause 2 effectively defines a Voting
Sockholder as any member [since a V.S. who ceases to hold a sock loses
membership immediately anyway].  This would also lead to a judgement
of TRUE, although it's not really important since Burgundy is now no
longer a contract.)

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