zlacker

There is no legal covenant here. I imagine Tesla’s definition of “good faith” is “we evaluate on a case by case basis”.

Which amounts to “if we like you” and “we reserve the right”. If they wanted these patents to be open source, they would license them explicitly.

>>mwsher+(OP)
They would be on the receiving end of a PR shitstorm if they tried to enforce their patents after publishing this.

>>mwsher+(OP)
I'm curious about this. To what degree is a CEO writing and publicly distributing the statement, "Tesla will not initiate patent lawsuits against anyone who, in good faith, wants to use our technology." legally binding? "In good faith" actually strikes me as reasonably interpretable by a court, so I guess the question is just how much "he said so in a blog post" counts. I'd love to hear a lawyer weigh in on this.

>>mwsher+(OP)
They have definitely left a lot of wiggle room and you'd be crazy to build stuff based on their patents without a licensing agreement, but I think this signals that they are very open to licensing their technology, and are not trying to "build a moat". This would be a lot more interesting if they were willing to state the terms on which they are willing to license the patents, but there are probably complex legal issues with saying so explicitly.

>>kevinc+v
True, but if you were Gigantic Auto Manufacturer, would you build these patents into a billion-dollar factory without a stronger guarantee that Tesla won't about-face in 5-10 years? I wouldn't risk it.

>>mwsher+(OP)
Intellectual Ventures is known to weaponize their patents by “selling” them to a company that does nothing but sue other people and can’t be sued for infringement. Is there any license that Tesla can write to open their patents but protect themselves in the case that another car maker uses Tesla’s patents but sells their own patents to a company that sues Tesla?

>>kevinc+v
Tesla has shown time and time again they don't mind PR shitstorms.

>>fishto+j1
It's an interesting move...you help produce (potentially) lots of little companies to attack the market share of the entrenched players, but those same players cannot/will not be able to use the same advantages. Good show.

>>seldo+31
Easier would be if they created an online form or possibly a meatspace dropbox (to realistically prevent DDOSes) which auto-issues you a license to use their patents at zero monetary cost or cost of postage.

>>kevinc+v
If they can get uptake of some of their key patents then this equates to "standards". It possibly could help spread the recharging kiosks if there are more cars on the road that use the same tech. I love the fact that Musk thinks he can just outcompete other companies. Very very cool.

>>fishto+j1
No. But you'd never have any sort of dependency in a business of that size that wasn't properly licensed/firm. This might help your development teams though prototype stuff more easily without fear knowing that if it got the greenlight then the lawyers/bd people would call Tesla and start negotiating.

>>fishto+j1
No. But if you were Gigantic Auto Manufacturer, you'd probably have your lawyers talk to Tesla's lawyers and get something in writing first.

This is merely stating that Tesla is open to such things, not a legal guarantee.

>>mwsher+(OP)
This seems to be the right amount of wriggle room.

A high profile company like Tesla is not going to want to be seen suing two high schools students using an electric motor to power their Tanzanian school. But they want to reserve the right to stop the White Supremecist Indy 500 team using the same engine.

Seems like the best of a bunch of good and bad choices

>>650RED+Y1
That's because they usually are on the right side of them.

>>lifeis+a3
But aren't Tanzanian students on the wrong side of the law already?

https://www.youtube.com/watch?v=6vxHkAQRQUQ

>>mwsher+(OP)
Anything short of a legal document setting out which rights are waived and which are reserved, and under what circumstances, is just PR. No company is going to use a Tesla-patented technology without that guarantee.

>>icambr+X
"Good faith" is somewhat subjective, and usually it depends on context. Generally speaking, it means acting in an as-stated, forthright, non-deceptive manner.

For example, if I agree to explore a partnership with you "in good faith," it means I am serious about the possibility of a partnership. I am not merely wasting your time for the purposes of distracting you, defrauding you, conducting market espionage, or sending false signals. Basically, I am acting "in good faith" when I honestly believe I am doing what I claim to be doing, for the reasons I claim to be doing it. You assume I am acting in good faith, and vice versa, unless a pattern of actions or evidence gives sufficient cause to doubt it.

IANAL, but I've dealt with "good faith" issues in business development and licensing contracts more times than I wish I'd had to. There is usually an implicit assumption that all contracts are entered into in good faith unless proven otherwise -- which means I'd almost definitely want to enter into an agreement with Tesla if I were to use their technology.

>>dnauti+y2
I am pretty sure I can think of simpler ways to issue a fee-free license to a patent.

>>jonnat+j4
Bad faith would be GM patenting an obvious extension to a Tesla patent. What I think Musk is trying to do is poison the electric car patent pool with Milk and Honey. It isn't just Tesla patents that matter, but the whole landscape. Patents stifle the spread and pace of good idea distribution.

>>jonnat+j4
That's my understanding of the term too, but it doesn't seem that subjective. IANAL, but in the absence of an explicit overriding definition, I suspect the court would interpret just like you said it; i.e. it's not up to Tesla.

> There is usually an implicit assumption that all contracts are entered into in good faith unless proven otherwise -- which means I'd almost definitely want to enter into an agreement with Tesla if I were to use their technology.

Doesn't that say the opposite? Assuming the sentence legally binds Tesla in the first place, wouldn't they have to prove you're acting in bad faith in order to sue you? I mean, maybe you want an agreement anyway, but to the extent that the term defaults to true, it means you need less contractual protection.

>>yonran+Q1
IV could be what Tesla and SpaceX is, but Myhrvold is an empire building twit. The people he hires leave to do better things because the things they do are not good. So much wasted human capital.

>>mwsher+(OP)
I don't see why they wouldn't be willing to talk to the legal department of, say, GM and clarify the exact terms for a license. The blog post is a general statement of intent and the lawyers can discuss specific details as they apply to particular situations.

>>kevinc+v
> They would be on the receiving end of a PR shitstorm if they tried to enforce their patents after publishing this.

I can see a situation where a competitor / patent troll sues them, and they use the patents defensively. If they're obviously on the right side, their PR department won't have such a hard time.

>>icambr+X
Nothing is legally binding without a meeting of the minds: offer, acceptance, and consideration. Tesla is offering not to sue you, yes. What are you giving Tesla in return? Who signed a contract memorializing this agreement? What money is changing hands?

This promise is just as legally binding as the promises of political candidates when they are campaigning (i.e. not at all), and is worth exactly how much you paid for it (i.e. nothing).

That said, of all the companies out there who can make a promise, Tesla is near the top of my list of the most trustworthy.

Would I believe this promise if Apple, Google or Microsoft made it? Hell no. But for some ineffable reason, I believe Elon Musk when he promises something, and I believe Tesla wouldn't promise something without Musk's approval.

I still would get a license agreement to back up this promise if I were going to use any of their technology, though. You'd be stupid not to. Tesla shareholders could ultimately kick Elon Musk to the curb just as Apple did to Jobs. Musk could pull a reverse-Gates and become an asshole in his old age instead of a philanthropist. Nothing is certain in the world of business.

Trust, but verify.

>>dnauti+y2
I can't see the need for automation here. It's not like millions will wake up tomorrow to build electric cars in their garages and start a company to sell those.

>>mwsher+(OP)
Promissory estoppel can apply without a covenant, but the good faith thing is pretty vague in the absence of a contract. Most likely they are going to put out licensing terms that protect Tesla against certain patent suits-- perhaps protecting them from new patents building-on-top-of/citing Tesla's own patents.

>>pzxc+27
Not true:

http://legal-dictionary.thefreedictionary.com/Promissory+Est...

Not that it applies here just yet, due to the vagueness of the good faith part.

>>redthr+C3
Well, step 1 is PR telling the world they can do what they thought they couldn't - use Tesla's patents for free. I'm sure lawyers are busily writing suitable legal agreements as we type, just to clarify obvious concerns. Without that PR, few would be asking permission.

>>mwsher+(OP)
Just conjecture here, but my guess is that "Tesla will not initiate patent lawsuits against anyone who, in good faith, wants to use our technology" means that Tesla is going to require these others who want to use the technology to obtain a license from Tesla. That license may not include a royalty payment, but you can probably bet it will require a reciprocal license (back to Tesla) of any patents of the licensee. This will ensure that Tesla cannot be sued by any of its licensees on any of their patents, and that if they try to sue Tesla, they are no longer acting in "good faith" and have breached the agreement.

>>sitkac+C5
I wasn’t comparing Tesla to IV, I was comparing another auto manufacturer to IV. The point is, no one wants to be the chump offering their own patents on FRAND terms while the competition is not playing fair. And the ways that a competitor might play unfairly are probably impossible to enumerate in a single blanket license, thus necessitating the vague language of the blog post.

>>icambr+X
"Promissory estopple". Look it up.

>>ctdona+c8
Why wouldn't they get all their ducks in a row before the announcement, though?

>>mwsher+(OP)
But if they do enforce the patents, wouldn't that destroy the good will that the company enjoys with the public?

>>shawnz+Xe
Maybe they did and will send you long legal document if you mail them. This is just an announcement inviting you to contact them.

>>yonran+Q1
afaict http://www.defensivepatentlicense.com/ attempts to cover this case

>>redthr+C3
No company is going to use a Tesla-patented technology without that guarantee.

Lots of people are saying this, but I don't understand it. My understanding (IANAL) is that when the CEO publishes something like this on the company's official web site, it becomes completely impossible for the company to win any future patent suits due to promissory estoppel.

Musk has effectively stuffed all of the company's patents into his office shredder. Good for him.

(Edit: He has also intentionally lowered the market value of the company by a certain amount, which is interesting.)

>>icambr+X
It's not, but it wasn't the point of the blog post to be a legally binding document, the point was to put the industry on notice that Tesla's patents are open and that they want to collaborate.

>>yonran+Pa
I understand. Most other auto manufacturers will start acting pretty oddly as their businesses collapse. I would almost expect them to form a patent pool to keep another electric car company, think Saturn, sprouting up and furthering their demise.

Does the US Govt still hold car company debt? Things could get really weird...

>>shawnz+Xe
Why would you start announcing it to your competitors before announcing it properly?

>>icambr+X
Lawyer here. Just very quickly, (i) a CEO's blog post itself is not legally binding on the company by nature, but it is a reflection of a corporate decision (typically the Board of Directors)behind the post. An action of this nature can only be challenged in court by the shareholders or dissenting board members in certain cases. (ii) a legal patent holder has every right of disposal over the patent, including the act of revoking it. (iii)I did not look for precedents for this but if a different company would re-issue Tesla's designs on their own name and tried to sue Tesla (i.e. trolling), I have serious doubts concerning not only on whether such revoked patents can be re-issued in somebody elses name but also, assuming thats possible, any judge or court would award any penalties to the original patent author in such lawsuit.

>>gkya+67
yeah, not so many ppl are gonna use their patents.

Imo there will be :

* Other car manufacturers (such as BMW, that already contacted Tesla on this matter : http://www.theverge.com/2014/6/12/5804890/bmw-confirms-that-...

* Oil stations (Esso, BP ,etc.). Electricity based car ARE the future. This is their chance to become a part of it.

>>Mustaf+QJ
Thanks!