Arbortext Accounting Fraud #39: Eff You, Peanutsville

Chapter Thirty-Nine

Eff You, Peanutsville

 

Wherefore Comes the Behemoth from out of the East.

Goliath on Steroids.

When Mary and I first learned that Arbortext had been acquired by Parametric Technology, we had an initial hopeful reaction. Maybe this was good. Maybe they would just pay us honestly. Maybe they were different. Maybe they were so big they didn’t really give a hoot about a few hundred thousand one way or the other.

Proving we had learned very little from our association with Arbortext and Applix/VistaSource/Parallax (and Corel Corporation, the vendors of WordPerfect, but that’s another story of corporate thievery – one at a time here) about American Corporate Policy. Which was, resoundingly and without qualification, Eff You Peanutsville. The laws and the truth be damned. Contract-schmontract. That’s why we have ten thousand lawyers on call at all times. Whom we’d rather pay than you. Even if litigation costs more than the bill owed.

It’s the principle of the thing, you see. We’re important and you’re not. And we never, ever miss a chance to pound that into a small potato’s skull. It makes us feel Superior.

Parametric was different, for sure. But only in style. Where Arbortext concocted lies and accounting records, Parametric simply ignored us. Where Arbortext provided elaborate royalty reports that were utterly false, Parametric changed the entire format and provided reports that were undecipherable, with wholly new product names. Albeit not so undecipherable that it could hide the fact that maintenance royalties were still not forthcoming, despite Mark Robinson’s audit conclusions. Where Arbortext had names and faces, Parametric was pure Amoeba. The Anonymous Blob.

Claudia Rast’s phone calls and emails in an attempt to further discuss her Demand Letter to Arbortext were so much fodder for the ozone layer.

Very clever.

Not clever enough for the eagle eyes of Mary Tarantino, however. The big old Blob secreted an interesting bit of slime. Names and Faces pay attention to detail and make small mistakes like Joyce Svechota’s $464 editing error that had opened up the whole can of worms. Big Old Blobs make whopping errors from lack of attention to, or concern for, the details.

One error was quite pleasant for us. They apparently weren’t aware of Dick Blair and his Receivership and sent their royalty report and the accompanying royalty check to us, not him. The first royalty income we had received in two and a half years. Dick Blair had either lost his “thinking” cap or stopped caring now that he had gotten paid or actually accepted the Judge’s directive that all future royalties should go to us until we matched up with Dwan’s disbursements from the sale of our home. Whatever. We did not seek out the answer. Straight to our poor emaciated bank account we flew, endorsement signatures firmly scribbled on the back side of the check. Dinner and the movies, darling? Why yes, I believe that would be fine.

The other error was quite revealing. Parametric’s second royalty report, delivered in January of 2006, included royalties for an Arbortext product called Epic Architect. A fairly goodly amount of royalties. Blueberry, that is Mary, was most certainly aware of this product. It had existed from the very beginning of the contract in July of 2000. Arbortext had never reported any royalties for it, however, and even Mary did not associate it with Blueberry’s technology. I won’t speculate whether Asleep At The Wheel was aware of it. That would be a cruelty to animals violation.

Astoundingly, Parametric had casually and voluntarily plopped into Blueberry’s lap clear and convincing evidence of five and a half years of Arbortext thievery. Whoops. Excuse me. Breach of Contract. Unjust Enrichment. Fiduciary Misconduct. Fraud.

Jim Sterken could not possibly have advised Parametric to include what he had not, so it seemed that Parametric had deduced Blueberry’s royalties for this product from simply reading the contract and then ascertaining what Arbortext products included our technology. A deducement that had eluded Mark Robinson completely during his strenuous forensing. Parametric was unaware that Architect was on the Arbortext hush-hush list. The list that also contained Intermarket.

How would they know about this subterranean list? After all, in the acquisition agreement, dutifully reported to the Securities and Exchange Commission and Parametric’s stockholders, Arbortext had provided warranties and covenants that they were clean and that there were no disputes of a litigable nature anywhere in their known universe that could possibly impact Parametric. This despite the Acquisition being negotiated while Blueberry was seeking to verify its long running complaint of Arbortext misconduct, and signed shortly after Blueberry’s audit was completed, and the ink on the acquisition agreement not even dry before Parametric received Blueberry’s Demand Letter.

In other words, Arbortext’s warranties and covenants were total bunk and Parametric Technology’s stockholders had been gouged $194,000,000 of company cash for a crooked company with a false and inflated revenue picture.

Parametric was no dummy, though. It probably didn’t take any rocket scientist on their staff to recognize fairly quickly that Jim Sterken was a shifty-eyed scumbag with a very dirty closet. So the agreement contained a Provision (perhaps these were just ordinary acquisition type dealiebobs that people in the know knew and people like Blueberry didn’t) that $19,000,000 of the acquisition price would be set aside in an insurance holding tank to pay for any unexpected surprises like an IRS tax deficit or a discovery that the covenants and warranties were incredible horseradish.

Parametric was covered no matter which way the cookie crumbled.

Parametric did take the precaution of informing its stockholders, in their January 2006 report about the Acquisition, that a potential royalty dispute could add further to the Acquisition price tag. This information was spewed forth on page 86 of their report, where eagle-eye Mary discovered it.

Blueberry was not mentioned by name, of course. And none of the multitude of stockholders apparently inquired as to who exactly would be disputing royalties and for what amount. And why. At least, no one contacted Blueberry for this information.

Technically, the Acquisition was yet another breach of Arbortext’s contract with Blueberry. Which required that each contracting party inform the other in the event of a change in ownership. Which Blueberry had done when Dwan was expunged, but Arbortext had not when Parametric gobbled them up.

Contract disobedience was, by now, a given with Arbortext. To them, this document was primarily a legal maneuver to steal all of Blueberry’s source code and turn a lousy product into a profitable one. They enforced all provisions which obligated Blueberry and ignored or abused any that pertained to them. Contracts, as we were sadly learning, were worthless without the means of enforcing them. Which Arbortext, and now Parametric, had and Blueberry did not.

“Get it in writing” was an American myth. Writing did little more than provide fodder for attorneys to wrangle over in exchange for wads of money. This is probably why legal papers are not written in English, which can be parsed for grammar and understanding. The term “Legalese” is not a joke which refers to someone who has no concept of the English language and its proper use and should never have been given a high school diploma. No, legalese is a purposeful bastardization of language solely intended to destroy centuries of human effort to achieve communication and understanding, for the sole purpose of making lawyers rich, and powerful people immune from prosecution while subjecting unpowerful people to it.

This fact is not taught in school. What is taught is that we have a Legal System which exists to provide Justice. This is utter hogwash. We have a Legal System to keep the Rich rich and secure and the Poor poor and insecure. Pure and simple.

And when too many poor people get perilously close to joining the rich, we have the Stock Market and Prime Rate adjustments to wipe them back out to poor.

Too simplistic? Fine, muddle your head with the Wall Street Journal and Congressional Hearings and Federal Reserve Reports and all that ilk of doubletalk and have a ball being erudite and sophisticated. While they steal you blind and keep you right where you are – or lower.

 “What are you doing?” Mary remarked, looking over my shoulder as the sweat dripped off my forehead onto the keyboard.

“Ranting,” I responded.

“Are you crazy? Snap out of it.”

Grouse. Grouse. Okay, I take it all back. Grumble. America is wonderful. The greatest country in the world. Full of honest, hard working, decent law abiding citizens with a splendid government of the people, by the people, and for the people.

Except in Ann Arbor, Michigan, Walnut Creek, California, and Cambridge, Massachusetts. The nesting locales of Arbortext, Plante Moran, Dick Blair, and Parametric Technology.

No offense to any normal people who may live in those vicinities.

Grrrruff, grrrrruff. Grrrrrrrrrrrrrrrrrrr.

To be continued . . .