Cygnus Systems, Inc. v. Microsoft Corporation, et al

Filing 437

Cygnus Systems, Inc. v. Microsoft Corporation, et al

Doc. 437

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 vs. IMC Magnetics Corporation, et al., Defendant. United States of America, Plaintiff, ) ) ) ) ) ) ) ) ) ) ) ) No. CV07-0568-PHX-SRB ORDER IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA

Pending before the Court is the United States' Motion and Memorandum to Enter the Consent Decrees. The Court has reviewed the Motion and the Consent Decrees submitted for each settling Defendant. The Court has several concerns all of which relate to the signature page for the Defendants. The Consent Decrees for Defendants Prestige Cleaners, Inc., IMC Magnetics Corporation and Sales and Service Inc. are signed by individuals not corporations. The proper form for a corporate signature appears on the signature pages for K&S Interconnect, Inc. and Janstar Development, Inc. Circuit Express, Inc.'s signature may be adequate. The signature on the Consent Decree for Unitog Rental Services, Inc./Cintas Corporation is signed by that settling Defendant's lawyer who does not appear to have any capacity with the corporation except as retained counsel. For a corporation's retained

Dockets.Justia.com

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

counsel's signature to bind the corporation, a corporate resolution specifically authorizing the execution of the document on behalf of the corporation is required. The Court also notes that while the Consent Decrees at paragraph 33 require the settling Defendants to identify on the signature page "the name and address of an agent who is authorized to accept service of process by mail on behalf of that party with respect to all matters arising under or relating to this Consent Decree" only the Consent Decree for Unitog Rental Services, Inc./Cintas Corporation is complete. The Court acknowledges that paragraph 31 contains a representation that the person signing is authorized to enter into the Consent Decree and to execute and legally bind the corporate Defendant. In the Court's view this is not the equivalent of a corporate signature. If the representation by the individual signor is not accurate the Court fails to see how the corporation could be bound. Only one individual is a party to a Consent Decree. There is no apparent deficiency with his signature. However, his Consent Decree also fails to designate an agent authorized to accept service by mail on behalf of the individual settling Defendant. Before the Court approves these Consent Decrees Plaintiff shall satisfy the Court that each of the signatures is an authorized corporate signature for the settling corporations and that each settling Defendant has designated by name and address an authorized agent to accept service of process by mail with respect to any matters that may arise in the future arising under or relating to the Consent Decree.

DATED this 17th day of May, 2007.

-2-