Do TPL and PTSC Enjoy a Fiduciary Relationship?
posted on
Apr 14, 2008 08:06AM
I am also troubled (disgusted?) by the drop in the SP and RG's public response. I expected more, from both. However, I wish to address something else.
There have been posts here proclaiming that TPL is intentionally signing small deals to hurt PTSC, and put the latter in a position to capitulate to a takeover, etc. I simply do not see that. Here is why: they may (MAY) have a fiduciary relationship, and even if they do not, hurting PTSC makes no sense to me. I am writing without having conducted legal research, so perhaps someone with more time might undertake that.
When Party A (TPL) and Party B (PTSC) agree to share an asset (MMP) and jointly license it, they become in effect "partners," although I think the current arrangement is more like a joint venture. I can't recall how the parties proclaimed it. However, both agreed TPL would take the licensing lead on behalf of both entities.
Joint ventures do not automatically create a fiduciary duty between the parties. There is a giant HOWEVER, however. Are the parties acting like partners? Are the parties on an equal footing? In my opinion, the answer to both of these questions is, respectively, yes, and no. TPL is the licensing driver's seat. They must, at the least, deal in good faith, and I cannot imagine the Master Agreement not treating this issue specifically.
Therefore, taking steps to hurt your "partner" for your own gain would expose TPL to litigation and potentially real public trouble. Why do that? Why would you toss away the goose that lays golden eggs?
I believe there is a lot more than meets the eye with the J 2.5 settlement. I don't know what that is. But nefarious dealings spawned within the TPL lair, with Schwartz the elder hold the crystal ball whil Schwartz the younger burnis incense and hums a tune written by Turley and Pohl, is simply not credible to me.
But, I have been wrong so many times on this stock that I could be wrong again. Opinions welcome, though I will be gone most of the rest of the day (teetering on the edge of the Golden Gate Bridge, trying to make a decision.)
Kidding.
--tps