zlacker

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.

>>icambr+(OP)
"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.

>>jonnat+m3
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+m3
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.

>>icambr+(OP)
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.

>>pzxc+56
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.

>>icambr+(OP)
"Promissory estopple". Look it up.

>>icambr+(OP)
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.

>>icambr+(OP)
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.

>>Mustaf+TI
Thanks!