Are South Korea’s conglomerates to blame for widening wealth gap?
After a user revolt, Instagram backtracked on a proposed rule change that it says went way further than it intended.
For last minute gift seekers still in need of an iPad, iPhone, iPod touch or a Mac, Apple is offering free next-day shipping for U.S. customers on nearly everything sold on the Apple Online Store, ensuring delivery in time for the holidays on select items.
It’s too late to get an iPad mini shipped in time for Christmas, but according to Apple’s chart, the fourth generation iPad, the iPad 2, iPods, all iPhones, all non-customized Macs except for the iMac, and the Apple TV will arrive on time if purchased by midnight on 12/21 using Apple’s free next day shipping.
Macs with customized options are no longer available for delivery by 12/25, but most accessories in the Apple Store will deliver before the big day. There’s also the option to pick up in stock items at a local Apple Retail Store.
Previously, the last date to order with standard shipping was 12/18, though iPad minis and customized Macs had to be ordered as early as 12/5 for delivery by December 25.
Larger-than-life former NBA star Shaquille O’Neal has announced plans to release his own line of vodkas, the New York Post reports.
The brand, called “Luv Shaq” for perhaps no other reason than it sounds awesome, will hit liquor store counters early next year, according to the report, and will be athlete-friendly (sugar- and gluten-free).
The new coconut-flavored liquor will be produced by Devotion Vodka. Company founder Drew Adelman said it will directly compete with Sean “Diddy” Combs’ Ciroc vodka, but at a “more competitive price.”
This is the type of dominance that Devotion Vodka & Shaquille O’ Neal will be bringing you in 2013 with “Luv Shaq” fb.me/ybSW31UY
— Devotion Vodka (@DEVOTIONVODKA) December 18, 2012
Combs and his Blue Flame Agency recently renewed rapper Rick Ross’ contract to continue endorsing the popular Ciroc, according to Hip Hop Wired.
While I don’t often hold stock in random pronouncements by magazines, I’m shocked and thrilled that Entrepreneur Magazine named Limor Fried, founder of Adafruit Industries, as their 2012 Entrepreneur of the Year. Limor runs a $4.5 million company with 25 employees and she produces some of the coolest electronic gadgets around.
It’s amazing that Adafruit Industries exists at all – after all, the average code jockey doesn’t want to handle solder or jumpers. However, the company has made it easy for electronics hobbyists to learn almost everything there is to know about some amazing microcontrollers, Arduino boards, and even skill badges for geeky Boy Scouts. They’ve taken off, selling $10 million in gear this year.
Limor started her company in her MIT dorm room by selling electronics kits to her friends, making about $10 on each kit. Soon she moved to New York and in October moved from a 2,000 square foot office to a sprawling 12,000 square foot loft in Soho.
You can read the article here but you’re actually better off heading over to the Adafruit website and picking up a few kits. Nothing beats the feeling of firing up a homebrew electronics project and I’m thrilled to see the maker community band together to elevate one of their own amazing hackers.
It’s never good news when a company announces it can’t make a scheduled semi-annual interest payment, and it’s particularly bad news given what such a decision implies for the affected bondholders as they try and reclaim some value.
But that’s the state of affairs at Cline Mining Corp., which has metallurgical coal interests in Colorado and has also sued the B.C. government for loss of rights under coal licences in that province.
While no DBRS-rated issuer has defaulted this year, Cline didn’t make a $2.5-million payment Monday on $50-million of 10% senior secured bond. “The company is considering its options,” it said.
And presumably so is Marret Asset Management which is representing the bondholders. Neither Cline, whose share price fell 63% on Tuesday to 6.5¢ a share, nor Marret could be reached for comment.
Most of the bonds are in Marret’s portfolios. Last February, Cline issued US$25-million of bonds to Marret “on behalf of certain investment funds which it advises.” The unrated bonds, which had a 10% coupon, had a two-year term, meaning they come due in February 2014. The financing was a mezzanine deal, as Marret was also issued with 1.25 million share purchase warrants that ran for three years and which were exercisable at $2.49. The net proceeds were intended to help Cline expand its New Elk
mine (based in Colorado) to meet targeted production rates.
Two months later, Cline announced a second round, also with Marret, and “certain investment funds advised by Marret” for another US$25-million worth of senior secured bonds of the same maturity date and the same coupon of 10%. Marret was also issued another 1.25 million share purchase warrants that ran for three years and came with an exercise price of $2.49.
But all previously issued warrants (and there were 10 million) were cancelled and 10 million new warrants on different terms were issued. The new warrants had the same term (three years after issuance) and the same, but much lower, exercise price of $1.15 a share.
Striking a new warrant deal seemed to be an omen for subsequent developments:
• July 2012: Cline announced a temporary suspension of production at New Elk “to manage costs. Cost efficiency, the preservation of the company’s financial condition and achieving sustainable sales contracts remain a priority for the company,” it said at the time. The temporary suspension (slated to run for 60 days) meant a 78% reduction in its workforce and was meant to give Cline time “to pursue strategic alternatives, potential financing and complete the sale of the coal in inventory as part of the review process.”
• October 2012: Cline released its third-quarter financials and painted a relatively bleak picture for the industry and itself.
It posted a loss of $1.93-million and indicated it had $7.6-million in cash and cash equivalents (down substantially from one-year previous levels.) As for the industry trends, they were negative given increasing signs of a slowdown in demand from China — all of which affected the quarterly benchmark prices for coking coal. (The prices were off by about 25%.)
As for the outlook, Cline said that “coal production levels at the New Elk Mine are currently being driven by lack of sales rather than the internal production capacity. It added that “during the short-term, the company must navigate this difficult market by conserving its cash resources, raising additional ongoing working capital and aggressively pursuing long-term coal contracts with the world’s steel mills.”
The discussions preceding a written agreement frequently contain numerous promises concerning future actions. These may be in the form of oral statements or marketing materials. However, within the signed written agreement may well be a paragraph that begins something like this example: “The terms of this contract.. constitute the entire agreement between the parties….” This language might be easily overlooked by the casual observer — who reads all the fine print and legalese. Nevertheless, the “entire agreement” language typically makes the prior oral promises unenforceable. This language is called a “merger clause” as it essentially reduces or merges all the prior discussions and negotiations to one final document.
A recent decision of the U.S. Court of Appeals for the First Circuit, Endlow v. RBW LLC, illustrates the legal danger in relying on marketing materials and oral statements in the context of purchasing a residential condominium unit. In essence, the luxury development was to consist of a residential unit, commercial unit, and hotel unit. Owners of residential units were to have access to the hotel’s “first-rate” amenities, according to the marketing materials. Endlow initially agreed to purchase three residential units. When the hotel construction fell behind schedule, Endlow was assured that “all promised amenities would be available.” Subsequently Endlow received written notice that some services mentioned in the marketing materials would not be available, but he signed an amended agreement. Later Endlow demanded the return of his deposit and sued, asserting a variety of contract, tort, and statutory violations.
Regarding breach of contract claims, the Court of Appeals stated while some marketing materials and oral statements may have promised specific amenities, the signed agreement’s merger clause excluded their consideration and the Master Deed did not include them.
Endlow also argued the violation of an implied “covenant of good faith and fair dealing.” The court declined to extend any duty beyond the specific terms contained in the written contract.
Endlow asserted misrepresentation. The court determined that statements of opinion are not legally actionable misrepresentations and that in light of the merger clause, Endlow’s “reliance on such statements would have been neither reasonable nor justifiable.” All of Endlow’s remaining claims were dismissed by the court.
In any transaction each party makes the best possible optimistic presentation. What counts as a legally binding promise is what is specifically contained in the final signed agreement. It is difficult to successfully assert fraud in situations where there is a difference in the prior statements and the final written agreement. One must prove intentionally false statements (a state of mind) and furthermore that the reliance on the statements was justified.
Parties have freedom of contract and accept the risks of an uncertain future. If one wants oral promises and marketing materials to be legally enforceable, their language must be contained within the final signed agreement or the documents must be carefully incorporated by reference. Incorporation by reference means that the written agreement names another document and indicates that this document is part of the written agreement.
Arguments of unfairness, however ethically based, are typically unsuccessful in litigation involving clearly written contracts since their acceptance would negate the actual written agreement that concluded the negotiation. This would create uncertainty concerning the actual agreement as what is “fair” would potentially override the words of the final written agreement. Oral promises and marketing materials presented prior to a final agreement frequently are not legally binding. Be cautious.
Is this a new Polaroid camera? That’s what Photorumors is reporting, backed up by a leak from Russian social networking site VK. The camera is a mirrorless interchangeable lens system, which marks a considerable departure from the company’s flagship instant film-based models, which were finally discontinued a few years back.
Polaroid has actually run into a couple different bankruptcy situations, but in 2009 signed an agreement with Summit Global Group to produce Polaroid-branded digital still cameras. It’s possible this is the product of that ongoing partnership, but the origin of these rumors suggest exercising caution before putting too much stock in them.
The original leak detailed an Android 4-powered device with a 3.5-inch touchscreen, an 18.1 MP sensor, pop-up flash, Wi-Fi and HDMI/headphone out. It features a rounded edge design that looks strikingly similar to the Nikon 1 J2 mirrorless camera. Later, a “press release” from VK provided more detail to Photorumors, including the additional information that it would use MicroSD for storage.
We’ve already seen an Android-based camera from Samsung, so it isn’t a completely crazy idea. But Polaroid would be joining a crowded field in the mirrorless compact space, with strong offerings from companies with a lot more experience. Still, in terms of relevance, it’s hard to match the mirrorless space, which offers consumers cameras that aren’t as large as DSLRs without sacrificing too much in terms of image quality.
Even still, I wouldn’t put too much faith in this being legit just yet.