Do we owe Collabora money?

[EyalRozenberg]

Hello @directors,

In this post, @mmeeks says we (= TDF) owe Collabora money and that they’ve been waiting for a while to receive the money we owe them:

@mmeeks

As someone who … is waiting patiently for [TDF] (as our worst-ever customer) to pay

1. Is that true?
2. If it is, what do we owe them for, and why haven’t we paid them on time? Does it have to do with the audit results?
3. If it isn’t, can you explain what he’s referring to and why we don’t actually owe them money?

PS - There are no good tags for this sub-forum. finance? collabora? debt? contracts? none of those.

[EyalRozenberg]

So, if I am not mistaken, the money that we (=TDF) owe Collabora, which Michael referred to, is for work done on tenders. I wish I could get some details from people, but apparently it’s not just that tendering got suspended, but also that some work was already done on certain tenders, and invoices were sent (only for work carried out already? Also for expected work?) but were not paid.

I would ask that someone correct me if I’m wrong, but I’m not very hopeful that would happen.

I also don’t know how, if at all, we replied to those invoices. That is, it’s possible that the tendering process had flaws; but that does not mean that work already performed should remain unpaid. I don’t suppose we have put that money in some kind of escrow, or entered into another kind of arrangement?

[fpy]

@EyalRozenberg

Michael referred to

[DECISION] Appoint members of the membership committee and announce final election results

Partisanship Trumps Elections ? When the new board was elected, I was full of hope and confidence. While I could not serve myself, (after the rules of TDF were unfairly changed some years ago) I was encouraged to see smart new people elected! There was hope for the future, and a rejection of the most uncompromising and polarizing candidates by the Trustees. Those candidates ranked very low - if we had had more candidates perhaps they would have not even been elected: some wise decision making b…

[italovignoli]

Hi Eyal, speaking for myself and not on behalf of the BoD.

The situation, unfortunately, is more complex, and is related to the “excess of power of representation” which I tried to explain in my long post. Based on the legal advice we received from a law firm which is specializing in not for profits, the decision about the tender awarded to Collabora has been affected by that “excess of power of representation” and as such is not valid, and as a consequence both the contract and the invoice are not valid. The legal advice cannot be shared because it contains sensitive information, but is rather clear on the subject.

One of the motions I have presented to the BoD, and is currently being discussed and evaluated, is about a solution to this long-standing issue. At the moment, I cannot disclose more than this info, but I am confident about a positive outcome.

[EyalRozenberg]

@italovignoli

. Based on the legal advice we received from a law firm which is specializing in not for profits, the decision about the tender awarded to Collabora has been affected by that “excess of power of representation” and as such is not valid, and as a consequence both the contract and the invoice are not valid.

The invalidation of a contract does not mean that work that had already been undertaken by a party to that contract does not require remuneration/payment by the other party.

Let me give an (imperfect) example. Suppose that I rob a bank, after consulting with my carpenter friend about my plans and getting his encouragement. I then buy a chair from my friend, with the payment due in a month. In the mean time, the robbery investigated and I am found guilty. Now, while the carpenter is involved in getting me to rob the bank in the first place, so his right to be paid is “tainted”; but, at the end of the day, he did buy wood and cut it and shaped it and assembled it etc. into a chair, so it’s not as though we can just forget about the whole thing.

In the case of the chair - the carpenter can just sell it to somebody else. In our case, the work is not transferable. OTOH, it is somewhat beneficial to the contracted companies. Bottom line - it’s not simple, but it’s quite unlikely we can claim not to owe them anything.

[italovignoli]

Hi Eyal, finding a solution means exactly what you are writing, i.e. agree a fair settlement. I have to use extremely generic terms, as it looks like when I use more specific one they are often misunderstood, and this does not help to speed up the process.

[EyalRozenberg]

@italovignoli

i.e. agree a fair settlement

So, about that…

1. It is good to hear that (members of) the BoD want to conclude this with a fair settlement. Good will is something that, while not entirely missing, we have in insufficient amounts recently.

2. The trustees should have been informed (by all parties IMHO) about this outstanding invoices situation, and they haven’t been. Both the current and previous BoD’s, and the previous MC, should have informed us about this particular situation, and haven’t. Eventually, Michael Meeks hinted at it, and I used the “loudspeaker” of a forum topic, and now we know; but that’s not how things should work.

3. I realize you have said, repeatedly, that the BoD is quite busy; so I won’t ask “why haven’t you done that yet”; but do note that a third of the current BoD’s term has already passed.

4. A temporary arrangement might be easier to agree on than a final one, given the inclarity regarding how the German authorities will weigh in, if at all, on what’s legitimate in our interaction with ecosystem companies. So, something like an advance with commitment to return, an agreement regarding (non-)deduction of the debt from other payments, etc. I’m not an accounting expert but this should be quite possible without committing to anything final, and with some money being usable by the two companies in the mean time. Especially since we have the opposite of a liquidity problem right now.