- Report: #888066
Complaint Review: Bill Bruders Thom Fielding Mark Loftin Michael Palliotet Maureen Beyers Phil Higdon - Prescott Arizona
Reported By:
ShawnLorenzoYork -
Sandy, Utah, United States of America
Submitted:
Updated:
-
Author Not Confirmed
Why?
Bill Bruders Thom Fielding Mark Loftin Michael Palliotet Maureen Beyers Phil Higdon
2604 Liberator Prescott, 86301 Arizona, United States of America
Phone:
800-932-3030
Web:
http://www.sapphirescientific.com/
Categories:
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Bill Bruders, Thom Fielding, Mark Loftin, Michael Palliotet, Maureen Beyers, Phil Higdon Sapphire Scientific, BlueLine Equipment Company, Legend Brands, MikeysBoard.com, Skagit Northwest Holdings, Carpet Cleaners Beware: BIll Bruders, Thom Fielding, Sapphire Scientific, Breach Of Contract, Fraud. This is NOT a company you want to do business with! Prescott, Arizona
Report Attachments
In 2005, BlueLine Equipment Company and Vortex Cleaning Systems (competitors in the industry of design, manufacturing and sales of industrial carpet cleaning machines) entered into negotiations for the sale of the Vortex Brand Name, Assets and Intellectual Property. BlueLine could not afford the full purchase price of Vortex, ($1.6M) so instead, the parties negotiated a substantially reduced price ($174k) in consideration for BlueLine's "Covenant To Manufacture And Market" two different models of Vortex Brand machines and the payment of "Perpetual Royalties" for these machines. This transaction was documented on May 11, 2006 in an Asset Purchase Agreement ("APA") which defines these two machines in 2.4.1 as; [bold emphasis added] "any configuration of any machine [-] which either incorporates the Intangible Assets [i.e. patents, or designs] or uses the Vortex Brand."
However, in 2009 BlueLine and Vortex were acquired by Skagit Northwest Holdings who discontinued Vortex-Brand machines asserting "patent obsolescence" and "design impracticability" pursuant to 2.4.5 which states; [bold emphasis added] "Buyer Covenants and agrees in good faith to use all reasonable efforts to market, promote, distribute and sell the Vortex Machines; provided that it is commercially reasonable for Buyer to continue to manufacture and market such Vortex machines; further provided that it shall be deemed per se commercially unreasonable to cease manufacturing, marketing or promoting the Vortex Machines solely to manufacture, market and promote products similar to, or using technologies that compete with the Vortex Machines."
Mr. York filed this dispute with The American Arbitration Association in September of 2009, asserting that Skagit's determination to discontinue the Vortex Brand cleaning machines solely to promote cleaning machines under the new Sapphire Brand was in breach and resulted in an unjust enrichment -- and motioned for an interim ruling on APA 2.4 to establish whether there exists any requirement for the use of any patent or design for performance. The arbitrator initially granted this ruling during the final evidentiary hearings and stated that this ruling existed within the court transcripts. However, the ruling did not exist within the transcripts -- and after the final hearings the arbitrator changed her mind and refused to issue this ruling and instead issued an arbitration award which denies Mr. York's damage claims due to "patent obsolescence" and "design impracticability" in obvious contradiction to the plain language of APA 2.4.1. 12 (The word "OR" is not subject to multiple interpretations. If there existed any requirement for the use of any patent or design for performance, the word "AND" would appear in place of the word "OR" in 2.4.1-- but it does not.) Upon requested clarification the arbitrator reasoned, "Because the award did not reach the question of liability -- whether the Respondents [Appellees] breached the APA -- no interpretation of APA 2.4.1 is necessary. [Further] even if there was a finding that Respondents breached the APA [-] there is simply no basis upon which an award of damages can be made."
In September of 2010, Mr. York filed opposition to this award with The Maricopa County Superior Court asserting that the arbitrator's determination exceeds her powers because it constitutes a knowing refusal to rule on a governing principle, establishing breach and requiring a materially different outcome. However, the Superior Court Judge ignored Arizona statute and legion arbitration case law and confirmed the arbitration award stating that Mr. York's motions "seek to substitute his judgement for that of the arbitrator's."
However, in 2009 BlueLine and Vortex were acquired by Skagit Northwest Holdings who discontinued Vortex-Brand machines asserting "patent obsolescence" and "design impracticability" pursuant to 2.4.5 which states; [bold emphasis added] "Buyer Covenants and agrees in good faith to use all reasonable efforts to market, promote, distribute and sell the Vortex Machines; provided that it is commercially reasonable for Buyer to continue to manufacture and market such Vortex machines; further provided that it shall be deemed per se commercially unreasonable to cease manufacturing, marketing or promoting the Vortex Machines solely to manufacture, market and promote products similar to, or using technologies that compete with the Vortex Machines."
Mr. York filed this dispute with The American Arbitration Association in September of 2009, asserting that Skagit's determination to discontinue the Vortex Brand cleaning machines solely to promote cleaning machines under the new Sapphire Brand was in breach and resulted in an unjust enrichment -- and motioned for an interim ruling on APA 2.4 to establish whether there exists any requirement for the use of any patent or design for performance. The arbitrator initially granted this ruling during the final evidentiary hearings and stated that this ruling existed within the court transcripts. However, the ruling did not exist within the transcripts -- and after the final hearings the arbitrator changed her mind and refused to issue this ruling and instead issued an arbitration award which denies Mr. York's damage claims due to "patent obsolescence" and "design impracticability" in obvious contradiction to the plain language of APA 2.4.1. 12 (The word "OR" is not subject to multiple interpretations. If there existed any requirement for the use of any patent or design for performance, the word "AND" would appear in place of the word "OR" in 2.4.1-- but it does not.) Upon requested clarification the arbitrator reasoned, "Because the award did not reach the question of liability -- whether the Respondents [Appellees] breached the APA -- no interpretation of APA 2.4.1 is necessary. [Further] even if there was a finding that Respondents breached the APA [-] there is simply no basis upon which an award of damages can be made."
In September of 2010, Mr. York filed opposition to this award with The Maricopa County Superior Court asserting that the arbitrator's determination exceeds her powers because it constitutes a knowing refusal to rule on a governing principle, establishing breach and requiring a materially different outcome. However, the Superior Court Judge ignored Arizona statute and legion arbitration case law and confirmed the arbitration award stating that Mr. York's motions "seek to substitute his judgement for that of the arbitrator's."
