Clovice Lewis' Personal Notes - Thursday, March 28, 1991 (4:20 PM)
I met with Ron Barale, Bud Brasier, and Mike Kerr at Bud Brasier's office. Ron explained that we have a "special" relationship with LISC and that I am concerned about serious problems that have come up. Bud Brasier immediately attacked me in a strangely hostile and very emotional manner. Chief among his points were the following:
He denied that any meeting between myself and Dave Etter was authorized for March 22 to inform me of any new requirements, or even of a bidding process.
My counters to his points were as follows:
Ron Barale played referee at various times, reminding Bud that TME's intention is to continue to work with LISC C, that we sincerely want to resolve this problem, and that we are willing to explore with LISC ways to further clarify our relationship. Mike Kerr verified that he was never aware of any Statements of Work regarding TME, and that he had not received any information about this matter from Bud Brasier. The meeting concluded when it was agreed that TME would provide Bud Brasier and Mike Kerr with a copy of the June 17, 1990 proposal/contract. It was also agreed that Dave Etter will no longer interact with TME, and that LISC would pay the $20,000 invoice as soon as possible.
Later on the evening of March 28, 1991 at approximately 11:30 p.m. My I, brother, Alwyn, and David Smith, aw Bud Brasier leaving Dave Etter's office. Bud had been in Etter's darkened office for several hours before he left the building.
- He was not aware of any contract TME has with LISC.
- If such a contract existed, it surely would not entitle TME to any first right of refusal for the life of the NOAVA project.
- Since no one at LISC signed our proposal from June 17, 1990, we do not have a contract with LISC.
- They have not gone to bid with any other company on tutorials.
He denied that any meeting between myself and Dave Etter was authorized for March 22 to inform me of any new requirements, or even of a bidding process.
- In his meeting with me and Alwyn on January 21, 1991 (which he acknowledged), he expressed his concerns about the size of TME and its ability to handle the financial responsibility of the money LISC would be providing it. He also said that, at that time, TME had changed the conditions of an agreement with LISC that they would own our tutorial software. He further said that the amount we were asking for six tutorials at that time was over 1 million dollars.
- He wanted to know what the gross income of TME was last year
My counters to his points were as follows:
- He was surely aware of our agreement with LISC, especially after our January 21 meeting with him, where Alwyn Lewis and I reminded him of TME's conditions of the original contract.
- In consideration for helping LISC to gain the NOAVA contract, it was always TME's intention to share in any future business as a full and equal partner.
- That a signature on a written instrument is not required to verify the validity of a contract. The fact that other documentation supporting the existence of the contract; any correspondence, memorandum, or other written documentation verifies a contract. In addition, when we perform, as we did on the terms of the contract, and we are paid per that performance, the contract is binding. I told him that I have kept all records of such correspondence.
- That we are aware that LISC has indeed excluded TME from a secret bidding process.
- The meeting between Dave Etter, Claire Donovan, and Shirely Nicholl did take place on March 22, where I was informed of the fact that TME would be required to bid against other companies for a reduced tutorial requirement.
- The issue concerning the size of TME and its ability to handle the funds to be given it was never expressed to me at any time. I reminded Bud that TME had never agreed to any change in its ownership of the software, and that the January 21 meeting was intended to reiterate our ownership rights. The meeting (and proposal) was also intended to explain our plan to pay for development costs of the tutorials by using a fraction of the order figures from the VA he (Bud) had provided me with. I also reminded him that as of January 21, 1991, the total number of tutorials to be developed were in excess of 15 - not 6.
- I told Bud that the gross income of TME last year was not relevant to our relationship with LISC in any way in regards to our contract with them.
Ron Barale played referee at various times, reminding Bud that TME's intention is to continue to work with LISC C, that we sincerely want to resolve this problem, and that we are willing to explore with LISC ways to further clarify our relationship. Mike Kerr verified that he was never aware of any Statements of Work regarding TME, and that he had not received any information about this matter from Bud Brasier. The meeting concluded when it was agreed that TME would provide Bud Brasier and Mike Kerr with a copy of the June 17, 1990 proposal/contract. It was also agreed that Dave Etter will no longer interact with TME, and that LISC would pay the $20,000 invoice as soon as possible.
Later on the evening of March 28, 1991 at approximately 11:30 p.m. My I, brother, Alwyn, and David Smith, aw Bud Brasier leaving Dave Etter's office. Bud had been in Etter's darkened office for several hours before he left the building.