Rossi has granted an interview to Mats Lewan.
[I have written an extensive review of the interview on a page here. I’m saddened to find it necessary to write this.]
The interview includes a link to a “settlement agreement” between all parties to Rossi v. Darden, stating “undisclosed source.” The agreement is unsigned and undated, it’s a draft, then. I have made inquiries to determine if this is legitimate and accurate. But here is the settlement-agreement-draft.
[Update: I am informed privately that the Lewan draft is probably correct, and, as well, that it was eventually signed by all parties. There has been, to my knowledge, no joint announcement, only the eventual entry of a joint stipulation which included nothing about the agreement other than showing the joint request for dismissal with prejudice.]
In the Lewan interview, Rossi makes many statements that, from the clear evidence in the case, are, at the very least, misleading. Lewan’s summaries are, themselves, misleading. (Lewan has often shown that he didn’t understand the case, and is continuing that.) I will cover that interview in detail. There are two other documents hosted on the Lewan blog linked from the interview, they are Rossi handwritten notes, full of words like “stupidities” and “middle school math.” Classic Rossi.
Some of what Rossi ridicules is actually rather well-established. Rossi, for example, attacks the idea that the warehouse would have been deadly hot without a heat exchanger. What Rossi says there is utterly preposterous. From the interview:
Rossi also addressed the claim made by IH that producing one megawatt of heat inside the building where the test was run would have made it so hot that you couldn’t have stayed there. First, he noted that the sun on a sunny day radiates about 1 kW per m2 and that the building, having a roof of about 1,000 m2 normally would have received about 1 MW of heat from the sun, without making it too hot in the building, even though the roof was barely insulated. Furthermore, it had large openings with exhausts for venting air out of the building. Then the JM plant consumed on average 20 to 40 percent of the produced heat, and the rest was vented out with the heat exchanger.
Lewan shows no sign of any skepticism or critical reserve. That argument resembles what Rossi eventually said last year when questioned about the dissipation problem. What we know about the JM plant is that there was no product being moved in and out, and an endothermic reaction would require massive amounts of product to do what Rossi claims. Instead, there was at one point a few grams of platinum sponge and at another, a little graphene, nothing that could make a dent in that power. Some chemical process “consuming” so much power would become very dangerous (because of the stored chemical energy). Last year, Rossi did not mention a heat exchanger.
Rossi’s own expert, Wong, agreed that without a heat exchanger, the temperature inside would have been deadly.
Lewan has, at the end:
I am confident that if Rossi were really involved in fraud, evidence for that would have been found during the time—a year and a half—since IH claimed to have started to be suspicious about Rossi. Looking back and noting that no such evidence was found, while hollow arguments have been shouted out loud, I have very little doubt that the E-Cat technology is real and that the one-year test was a clear success of a world changing technology, producing 1 MW of heat without emissions, from small amounts of harmless fuel at a COP of about 80 for a whole year!
Now I know what I’d suspected, Lewan did not become familiar with the issues in the lawsuit and the evidence in the case. There is a focus in Lewan on alleged claims of fraudulent data. IH did question the data, but that is not the core of the case they presented, where evidence of fraud was completely clear: it was in “fraudulent representation” of the customer and other issues. The test was far, far from independent, the “customer” was Rossi all the way down, but he lied about it, and that became completely clear.
And then Rossi destroyed the evidence that could have been used to confirm or disconfirm the data. This was all clear.
As I mention, I have not confirmed the settlement agreement, but if what is shown is real, it would confirm that IH had become certain that Rossi technology was completely worthless. Otherwise they would simply have refused to come to a settlement, they would have left the conditions with the status quo after the dismissal. So starry-eyed optimism here requires ignoring the obvious: IH spent about $20 million to confirm the technology, and walked away empty-handed. The formula and IP, if they agreed to surrender all that for nothing, is worthless to them.
And nobody else has seen it so closely and so thoroughly.
Rossi had no chance of gaining the $89 million payout, because of the clear contractual situation, and even less chance (hey, less than zero? ah, don’t quibble!) of piercing the corporate veil and hitting up Darden and Vaughn personally — and Cherokee.
Lewan, you are ignoring the obvious in favor of starry-eyed optimism that trusts a man who has been shown, beyond doubt, to have lied to Hydro Fusion, to Industrial Heat, and to the public, again and again. Nice face, though.
Good luck with your Symposium. Be careful of putting down a big deposit. Maybe Hoistad et al will show their faces.
Meanwhile, I will continue to organize the documentation from the case to make it more accessible. I will collect analyses and generate study documents for genuine research.
Update: Stipulation of Dismissal and a possible hedge.
July 19, a joint stipulation of dismissal appeared. This does not refer to any settlement agreement. This is what was stated in court, July 5:
MR. LUKACS: Your Honor, on behalf of the Plaintiffs, I am pleased to announce that the parties have resolved this matter, the terms of which have been agreed to, will be memorialized in writing. The most significant term, of course, would immediately affect these proceedings in that the parties have agreed as part of the settlement to jointly dismiss this
case, and I mean all claims with prejudice. This includes claims against the Third-Party Defendants as well, with each party to bear its own fees and costs. We expect to have the final written document drafted within the next 24 to 48 hours. Thank you.
THE COURT: All right. Did you want the Court to retain jurisdiction to enforce it? Because if that’s the case, it needs to be filed publicly.
MR. PACE: Yes — no, no, Your Honor, we are not going
to ask the Court to retain jurisdiction.
The devil is in the details. While they state that the “terms” have been “agreed to,” the “final written document” was not yet drafted. We have seen a copy of a draft signed and dated by Rossi on July 14 (it showed up in a LENR-forum post by Ahlfors, with, as is usual for Ahlfors, no attribution.) So it is not impossible that something wasn’t completed, and it is not impossible that it will never be completed.
Rossi is claiming that he now has full access to the Doral Plant, i.e., the padlocks have been removed. The stipulation of dismissal was filed, though rather late for such a simple document. At this point, I think it likely that IH did, in fact, relinquish the License, thus giving up what I’d called their “hedge,” the safety catch. They were giving up on Rossi technology entirely, but … what if this was all a ploy by Rossi to eject them (as some have claimed)?
They spent about $20 million to find out if Rossi had a technology, but they still don’t know for sure if he has anything, because he may have deliberately set it all up to fail, in a more complex version of what he claimed to do with Hydro Fusion in 2012.
They may still have their hedge. Indeed, they paid for it, but not to Rossi, rather to Ampenergo (AEG). The draft Settlement Agreement explicitly excludes AEG and, technically, the License Agreement still stands as far as AEG rights are concerned, because Rossi and IH together could not amend it without AEG consent. The dismissal prohibits Rossi and IH from enforcing the License Agreement, and IH has relinquished their rights, but not AEG’s rights, and has not relinquished claims against AEG, and they had a separate agreement with AEG.
If IH truly considers the possibility of an October surprise from Rossi (followed by a mass impact on the market) as being zero, they might not bother, but it could be simple to agree with AEG to share licensing revenue if that ever becomes an issue. They don’t need the many billions of revenue that could arrive in that contingency, just enough to recover their investments in LENR so that those investments are protected.
They might have their hedge through AEG, which was cooperative with IH throughout the whole Rossi affair, and AEG is a shareholder in IH. It held a license for Rossi technology in the Americas, and IH already compensated AEG extensively.
I have not seen the Rossi/AEG license agreement. Unless there is some kicker there, at the very least I’d expect the license to revert to AEG.
Update2 July 29, 2017
I have received an independent confirmation that the settlement agreement has now been completely signed. Previously, Fabiani had not signed.
Fabiani’s name has apparently disappeared from the Upsalla University site. This is still in google cache, as translated:
Uppsala University Organization and Personnel Employed
Researchers at the Department of Chemistry – BMC, Analytical Chemistry
Visiting address: Husargatan 3 (D5) 752 37 Uppsala
Mailing address:Box 599 75124 Uppsala
The page now returns “Found no information about the person, please search again.”
Maybe he’s on his way back to Florida.
27 thoughts on “Settlement Agreement?”
Update2 I have a confirmation that the settlement agreement has been fully signed. As well, Fabiani’s information has been taken down from the Uppsala University web site.
Update. The joint stipulation of dismissal has been filed, and I added some thoughts about a possible IH hedge. They might still have, indirectly, license rights.
Could you give a summary on how AEG
fit into the scheme of things.
I am having trouble grasping there part
in the Rossi Darden story.
Indeed. It’s complicated. I’m not at all sure I understand it. The basic facts we know. They were Rossi’s licensee for the Americas. To allow IH to assume that license, they were a party to the License Agreement, you can read that. I have pointed to the separate Agreement between Ampenergo and IH (in which Ampenergo accepted equity in IH as part compensation, they also received substantial cash). Then Ampenergo is mentioned in the new settlement agreement, and I pointed to that. Bottom line, the settlement agreement does not affect Ampenergo rights, nor their responsibilities to IH, if any.
Ampenergo obviously trusted Industrial Heat, they were not paranoid like Rossi. I would assume that if IH no longer has the license, it would revert to Ampenergo. Rossi, however, might assume that it would revert to him, since Ampenergo was compensated for surrendering it to IH, and then IH surrendered it to him. But if I were him, I would not count on that interpretation. Of course, I’m not him. Hopefully not like him, either.
I have also written a review of an earlier Lewan interview, done in May, 2016.
I.H. Should have gotten a license agreement for the QX sales for some
of U.S. market in the
Got there 20 million back that
way and maybe make a few.
Without there investment Rossi would not have the QX.
I would have thought they would hold out for something like that, but if the agreement we have seen has actually been accepted — I don’t yet know that — they didn’t. They may have decided that the possibility wasn’t worth spending any more attorney time on, nor worth maintaining any value on the books. IHHI is designed (and expected) to lose money, a lot of money, before it ever makes a profit, if it ever makes a profit. Woodford might care and maybe they consulted Woodford.
Yes they might be fed up
and do not want to hear the
word Ecat again.
I have been wondering if the
1st Rossi Darden war is over but the 2nd one is about to begin.
It seemed like the Rossi half of the war was over. Then we see the Lewan interview. He’s still fighting. His followers, many of them, never stopped. Sifferkoll is still attacking Cherokee and flogging his conspiracy theory. Mats Lewan is tossing and turning in his sleep, dreaming. ECW is back to endless parsing of every word that comes from Rossi, trying to discern reality from every shred of meaning that can be wrung from it, fitting it all into the foundational assumption: OMG! Rossi genius, savior of the world and children with cancer.
Meanwhile, the difficult task is still on the table: showing, through a classical approach, controlled experiment, reported in the journal system, that LENR is a real effect and nuclear in nature. When that is done, and probably not before, the funding floodgates for genuine research will open. It’s still premature for massive commercial investment.
Commercial support of basic research, which is where IH was headed (and which obviously enraged Rossi), is appropriate. Don’t expect profit from it. However, a company that does this will be ready when commercial opportunities arise.
That is why I recommend that IH, freed of the trial nuisance, reconsider hosting ICCF-21. If they need financial help or other help to do this, seek it and find it.
By the way, the Jed Rothwell contingent or Jed himself may point out that “real and nuclear” have already been proven. He’s not wrong; at this point the preponderance of the evidence is that way, and even “strongly.” But “extraordinary claims require extraordinary evidence” is not a scientific principle, it is a social and political one. Politically, the effort has not been fully successful yet. We need to go the last mile, and that work is under way. I hope to have more to report soon.
Comment from Dewey Weaver July 19.Lenr Forum
Eric – I’m not sure if the settlement is fully signed yet and all I’d like to say is a walkaway is a walkaway. It happened quickly and minutes before testimony was to begin. Everyone can reach their own conclusions.
We’ve moved on.
Yes. I had impressions and the trial transcript confirmed them. There was a settlement agreement but not ready to sign. They thought a few days. It apparently didn’t happen in a few days, but there are signs that it’s been put into effect, and I’ve mentioned them: in particular, Rossi is now allowing that IH would have had continued License rights, so he’s abandoned the position that he cancelled the license since it’s no longer necessary. He is allowing that Quark-X is “E-cat technology” and would have been covered, though is followers argued vigorously against that. And he is claiming to now have full access to the Doral reactor.
However, zero confirmation from Industrial heat (and from Dewey). In the business that Dewey (and IH and Cherokee) are in, walkaway means that, or one would be drowning in regrets. Win a few, lose a few, and be happy about the wins and leave the losses or you’ll die from heart failure. At least for those who are aging.
I fully support your last paragraph.
If there is a mission to complete, it is to exploit the mass of experimental knowledge, unaccepted by most, to create something extraordinary.
Given the behavior of many people, even Peter or Mats, I think the mentality of Parks or Huizenga is just very common.
I have interest in many controversies like immunization, GMO, glyphosate, climate, diesel, renewable energy, organic food, nuke, ISIS, Wahabism, Syrian war, capitalism, protectionism and communism and my desperate and coherent conclusion is that our Time is heavily Dogmatic, far more than it was when Copernic was condemned (mostly for political reasons, unlike today many scientific consensus or dissensus are burned in media despite facts).
Facts today have no value, and what is valued are:
– hope of morality as it is claimed, not as it is observed
– theory and modelization, whatever are the data, eventually adjusting data like MIT did for LENR.
In a way we have buried the modern spirit that started in the muslim world with openminded accumulation of knowledge by the Arabs, from any existing sources, and developed in the Old World with positivism, and priority of facts over dogmas, of understanding and problem solving instead of morality and conservatism.
We are back in the animist archaic way to consider Nature, the dogmatic way to answer to mysteries and problems (answering with stable dogmas, and scapegoating).
People deny LENR because it opposes models, and facts have no effect.
people believe in Rossi because they hope a better future, despite his incontrovertible “make-me-vomit” way to treat his partners, engineering and physics.
So my conclusion for LENR is there is no hope for an extraordinary “evidence” and the believers will always believe.
The only hope is in theory.
But to have one, we need good experimental data, instruments, thus budget, and thus … some credibility.
This is my current stable position.
IH is thus probably in the good direction, by funding lab scientists, working on PdD.
By the way, there is no hope to capture LENR like people imagine, as it is not more easy to protect by patents and secrets than a Tsunami is easy to block with walls.
The way IH can make money is funny… just surf on the revolution, with anything that float on the wave, with real estate, boilers, with turbines, cars, AI for autonomous vehicles, space applications, drones, … you won’t be richer than others but you will be richer than if you did not allow LENR deployment.
To be rich with LENR, just invest in any company that will create new applications with LENR. Airbnb is not selling Internet technology, but exploit it.
1- create Internet for the world, for free
2- make money with applications
This was the mission of Nation-State research in the old time, but they cannot work that way anymore, and they are too coward and dogmatic. forget state research.
I have written and published a detailed review of the Lewan interview.
I hope Suhas somehow beats
out Rossi or I.H in obtaining
Lenr.He is a better man than
any of them.
What has become obvious in the recent Lewan interview is that Rossi sees the rest of the LENR community as a commercial enemy. “Competitors.” The unforgiveable sin of IH was to invest in other approaches. This was not a violation of the Agreement, and it was not a sign of perfidy or intention not to pay him for what he fairly earned. It was simply intolerable.
I have no idea about Suhas, really. Any individual, new LENR approach, from long history, has a high probability of being artifact or error. This field is difficult enough with confirmed results. MFMP is doing a service by checking these claims out. They will need to be careful. Expect error, but verify. Gather data, don’t rush to “positive” or “negative,” which are ways that we can blind ourselves. Keep looking.
My ideas about what priorities AR actually wanted from the case:-
1) Not to be convicted of fraud and go to jail.
2) Get $89M out of IH for a test that was highly dubious.
3) Recover his ability to market any new E-Cat devices in the locales currently assigned to IH( his IP was never really in danger, only in his own mind).
1) Not to have to pay out $89M for an invalid test.
2) To be able to recover the money they had already paid out in tests, expenses, and legal fees.
3) To retain the marketing rights they had under the LA, just in case.
4) To limit their reputation damage with respect to investors.
Rossi got 1) and 3)
IH got 1) and 4)
If Rossi goes on to market something that works, he wins, otherwise the jury is out.
I’ve written a review of the Lewan interview. It’s a disaster. I want to read it in the morning, again, before publishing.
I think there is zero probability that Rossi will ever stumble upon anything that works, in a commercially viable form.
I firmly believe IH are quite safe in surrendering all rights to any share of the supposed abundant fortune he might earn from actual commercial sales of his amazing products.
If he ever comes up with anything, the basis of it will be something he has ‘borrowed’ from someone else and yet another deception will be based on that, in much the same way that he borrowed his ecat technology from Focardi and Piantelli and then worked it into an impressive party trick.
I believe Rossi’s desire to have his IP removed from IH is not to deprive IH of any commercial benefit from it, because Rossi knows there is no commercial value to it anyway. That is why he is not proceeding with the long promised massive industrialization of the present 1-megawatt plant, even though it has been ‘proven’ to have a COP of over 60! He can never sell it into any situation where its performance can be measured in any real life test situation, as has been shown by his need to invent his own customer for the 1-year test.
The retrieval of his supposed IP has more to do with preventing the IP being dissected by knowledgeable people and having it proven and published that it never worked and could never work. In other words, preventing the fraud being scientifically proven and published. As it now is, he can massage the reports of the most recent circumstances in much the same way as he massaged the reports of all previous scams to make it sound like he was always on the verge of saving the world, but was tripped up on the last hurdle by nefarious opposing forces, for whatever reason can be made most saleable to the gullible.
Much has been said over the years about Rossi’s paranoia about others looking at his amazing plant and stealing his IP. His jealous guarding of it to the extent that he wouldn’t even let his partner’s representatives see it in operation has been justified by his supposed paranoia over others stealing his IP by just seeing it. I believe the paranoia was real, but it has never been over stealing the IP. The paranoia was always over whether someone would see something which revealed what shonky trick was being pulled and thus bring the whole circus to a grinding halt. In effect, that is what IH had done after a three-year long association with him, and that is why he turned hostile and immediately launched into litigation. The few who had actually been allowed to visit the test site did see things which to them were sure signs of things being inconsistent with one-megawatt of steam being generated. Imagine what would have happened if he had opened the doors to a whole host of educated visitors to examine what a magnificence his creation was. How long would it then have been before the whole charade was revealed as a scam? Rossi’s paranoia was real but it had nothing to do with stealing his IP. There was none to steal. The paranoia was all over the increased probability of having the scam revealed.
Also, in getting back his 1MW ‘magnificence’, he can now spend a few thousand dollars on giving it another makeover, (maybe new paint, a new wig?) and then wheel it out in a year or two as his all new Quacks powered version.
Shipping containers aren’t cheap you know. Even second-hand ones can cost around four thousand dollars.
Yes, probably. My job here is to organize the evidence (and something distinct, argument) so that future possible investors have better information about what they would be dealing with. (This same process will organize evidence about Industrial Heat and, say, Cherokee, for the same purpose, but IH also deals with inventors, who likewise need to know the history.)
The overall task of this blog is to do the same for LENR and cold fusion research in general.
I’m just wondering if the settlement agreement has actually been signed off by all parties? It appears to me that some of the things he said in the interview might be contrary to the agreement because they were not and never will be, now challenged in a court of law. If IH gets wind of this before they sign maybe they will have something more to say. This was supposed to be a joint statement after all.
I did just get Day 4 of the trial. My understanding of what had happened was correct, though reality was a little more on there being more to the in-court agreement than a simple dismissal, but the parties declined to make any settlement into a court order, other than that joint dismissal. It was to be worked out privately within a few days. If the document we have seen signed by Rossi, dated July 14, is genuine, and it likely is, the Agreement wasn’t settled until then, i.e., nine days. But we don’t know yet if it has been signed by all. I’m sure that IH counsel knows about the Lewan interview. I have no reaction, response, or comment from them yet.
There was one detail different from my memory and original report; I don’t doubt it; but there is also a little piece missing from the transcript. My name was actually mentioned by Lukacs (and echoed by Pace), but what is in the transcript may have happened after I left, about Tom Darden, the son. Inconsequential, just a little observation of how transcripts and memories may be imperfect.
Abd. Under the settlement agreement, what types of evidence do you think IH could now release regarding their adventures with Rossi? Aside from the secret formula for the fuel, would they be allowed to release almost anything as long as it wasn’t obtained in discovery from the opposing parties?
As I read the agreement, IH and IH people retain no property to protect relating to Rossi. The agreement restricts the disclosure of two specific things: the secret fuel formula (which was apparently maintained by Darden, he was the one to compound the fuel, always. My opinion is that this was a mistake. IH was not prohibited from disclosing the formula (that was a flaw in the Agreement from the point of view of protecting Rossi secrets). It would be prohibited now, by the Agreement, and then, material disclosed to them in Discovery that was covered by the Protective Order.
They may disclose anything they want, then, about their history with Rossi. They could consent to be interviewed, they could tell more details of the stories, such as the story of the accidental control experiment (which demonstrates how they could have apparent confirmations of the Rossi Effect and later say they had none. “None” does not rule out transient errors.
They could issue their own versions of what Rossi covered. They could participate in discussion of this, either IH or someone connected with IH. The public is not restricted at all.
They may create “advice for Rossi investors,” based on their experience. They may explain their decision to settle. They may state their opinion that the technology was truly worthless.
An exception: libel law must still be respected. If they confine themselves to reporting actual experience (even if it may make Rossi look bad), they should be safe. Of course, Rossi is insane, and nobody is truly safe around someone like that.
You are obviously a smart man. Why then do you let your biases cloud your reasoning?
If the technology is worthless, Rossi knows best, right? Why would he then walk away from millions of USD, IH namely would not settle if they hadn’t had a very poor hand and certainly not knowing they faced this humiliating experience, and take the worthless license with him?
It just does not make sense, does it?
What bias, and what reasoning is clouded, JB? You are not specific, and I don’t find your comment coherent.
Mats certainly does look at all this through Rossi colored glasses.
I would have liked him to dwell on the matter of Mr Rossi being in effect, the ‘customer’, owner and manager of the ‘factory’ by which all this 1 megawatt of heat was supposedly being used.
I recollect a number of times when Mr Rossi referred to the test taking place in ‘the factory of the customer’, when in fact it was in his own ‘factory’ which evidently produced nothing.
That being the case, I would also like to know if both Mats Lewan and Mr Rossi thought those were suitable conditions to determine what the “Guaranteed Performance” was. What was the justification of naming it a Guaranteed Performance test when it was anything else but?
Surely, any results of a test conducted and supervised by the manufacturer and salesman of a particular product, in his own test facilities, and with minimum oversight and inspections by anyone else, cannot be considered as ‘Guaranteed’ by anyone.
This is really a continuation of Rossi’s original claims that his reactors don’t need third party testing because he knows his reactors are good.
If he only intends to sell reactors to himself then that claim is sufficient, but if he intends to sell them to anyone else, I think they should expect a guarantee which is a little more substantial. And yet the evidence of this case shows that Mr Rossi has the full expectation that a company should cough up millions of dollars on the strength of such a bogus test procedure.
And he appears to get quite indignant and offended if they don’t.
The fact that Mr Rossi has dumped this amazing 1 megawatt plant design with a COP of greater than 60, in favor of his new ecat Qx, (pronounced Quacks I think. Yes, it’s been renamed, ‘a star is born’ he says.) strongly indicates that the true assessment of his 1 MW electric kettle is much more closely aligned with the assessment of IH rather than the assessment of Mr Rossi.
No surprise really.
Rossi expected IH to deal only with him, not with “competitors,” which means everyone else in the field. Mats obtained and retained exclusive access to Rossi precisely because Mats asks no inconvenient questions. At the start, Mats was much more engaged, but as evidence accumulated for Rossi’s claims being shaky or worse, Mats kept his reserve. Mats witnessed the Hydro Fusion test. Has he seen the email Rossi sent to IH about it? Someone was lying in order to gain a business benefit.
At one time, at least, Mats was aware that Rossi was creating appearances of being a con artist. This was not an uncommon idea among scientists in 2011, that Rossi was trying to throw “competitors” off the trail by making it easy to dismiss his work.
Rossi creates appearances. Some of them are false. Which ones? How would we know?
Mats doesn’t mention the obvious. For a long time, that IH had invested in Rossi technology was considered strong evidence of Rossi reality. Surely they had tested it or surely the agreement protected them. It actually did, fully understood. It did not protect them from Rossi insanity and lawyers who colluded with Rossi, enabling deceptions.
What does the IH relationship indicate now? If it was confirmation of Rossi Reality in 2013-2015, what is it now?
This is my stand: the case documents reveal what actually happened. I suggest approaching them as if one were the jury. Basic legal assumption: sworn testimony is assumed true unless controverted. So start by assuming that everything attested is true. Then look at apparent conflict. Is there a way to harmonize the testimony, such that it is all true?
This includes understanding that people may make false statements out of ignorance. The jury is free to set aside testimony if they don’t believe it, but that’s not where the process starts. Anyone familiar with what Rossi says to the public on JONP — and in interviews with Lewan — and who then compares it with what Rossi says under oath, where he could actually go to jail for lying, can see a huge difference. Rossi rarely lied under oath. I can think of two exceptions. These would have come up in the trial, and the jury would have concluded he was lying.
There are two basic layers to the Rossi lawsuit: the GPT claim and then the fraud claim, that allowed him to sue Darden and Vaughn personally, and, by a stretch involving creating an impression that Cherokee was not merely an investor in IH (that is possible by a stretch) but was sole owner of IH, which was never true, he included Cherokee. The fraud claim depended entirely on vague Rossi testimony as to what was represented to him verbally in 2012 before he signed the agreement. That would have been dismantled before the jury.
1. His lies on other topics, easily shown, would have led the jury to deprecate that testimony as self-serving.
2. I do not know that he lied, exactly, rather he was presenting what he could think was the meaning of what he was told. I.e., “we are still the owners,” and he filled in “Cherokee.”
3. This was all meaningful to him because he thought that they never intended to pay, claiming they didn’t have the funds to pay. But they would never have the funds to pay until they were needed. They had a commitment for sufficient funds to pay, but that commitment was to IHHI, which would only transfer it to IPH, the licensee, if it saw this as justified.
4. In addition, whatever Darden and Vaughn told Rossi verbally before the Agreement was signed was legally irrelevant, not only because of the entire agreement clause, which is completely clear, but also because of estoppel and the Statute of Frauds.
5. So Darden and Vaughn would have been free and clear, and Rossi would at best have a case against Industrial Heat. Planet Rossi thinks this was slimy business, but it was absolutely standard. The IH investors had put in about $20 million. That was what was at stake. If you make an agreement with an LLC involving a large commitment, know that the full liability of the LLC is limited to their assets, and that future payments may require them to raise the funds by obtaining more investment or by taking out loans. Both of those require clear business purpose.
The other layer is the GPT mess. The GPT was obviously not conducted in a truly independent manner. Rossi ran the whole show. So Mats reports what Rossi Says about QX, and thinks that the outcome of the case, presented as a victory, is evidence that QX is real and world-changing. Mats presents the case as if it was all about the alleged GPT. He shows no awareness that Rossi knew the Second Amendment allowing a delayed GPT had failed, was “cancelled.” He shows no awareness of the contractual issues, and focuses only on alleged IH claims that the measurements were fraudulent. That was not the actual IH claim, though it was stated in various ways at various times. There basic claim was that the testing was so manipulated by Rossi that results could not be trusted.
Mats doesn’t notice the obvious, that the IH settlement, if this is real and has been accepted, indicates they assign no significant future value to the License, the affair being worth more as an immediate tax write-off, which they will now be able to distribute to their investors (this is basic to how LLCs operate, profits and losses are distributed to investors every year, not as cash, necessarily, but by attribution, and investors may use losses to offset other income for tax purposes, or must report profits in tax returns (and it’s taxable). Sometimes an LLC will actually distribute enough cash to cover actual taxes to be paid. LLCs themselves don’t pay taxes, as I recall. Their investors do.