think3: One Brand, Two Sites?

Who is the legitimate owner of think3? This seemingly simple question may not get you a straightforward answer—that is, not until different parties with competing claims have settled their legal disputes.

Versata, the company that acquired think3 in October 2010, promotes the brand via the domain http://think3.versata.com. But the original crew of think3, now reportedly under a temporary management team and in bankruptcy proceedings, still maintains the domain http://www.think3.com.

On June 2, Austin Scee, general manager, think3 Division of Versata (associated with http://think3.versata.com), posted an open letter:

As we have previously described, Versata purchased the think3 IP from think3, Inc. back in October.  This sale is now being disputed by the Italian branch, which recently was placed into bankruptcy.   Nevertheless, we are very confident that the Courts will confirm Versata’s ownership in the coming months.  So, please be sure you are only purchasing officially licensed think3 products from Versata.  If you accept licenses from any other entity, you will be subjecting your company to potential legal risk from IP infringement.  More importantly,  you will have also invested cash in a bankrupt entity that currently has no authority to continue operations beyond August 3, 2011 ...

The unique challenge in the think3 acquisition was the bankruptcy case in Italy, and the subsequent confusion around IP ownership.  On April 14^th,  think3 Inc. (a U.S.-based entity) was declared bankrupt in Italy by the Court of Bologna.  At that point, the trustee commandeered the think3.com website and the thinkCare site.  The appointed trustee then sent us a termination letter“canceling” our IP purchase.  Shortly thereafter, a judge issued a ruling allowing the trustee to “reopen”  the business temporarily through August 3^rd to collect cash from customers to service the obligations of think3.  The trustee has since assembled a group of former employees to attempt to collect money from customers with pay in advance deals, distribute licenses on the thinkCare site, and take support calls.

We have no doubt that the Italian receiver is a very capable person who is simply doing his job to the best of his ability.  However, the bankruptcy proceedings that were initiated in Italy have caused considerable confusion in the market, and we realize the result is damaging to customers and partners.  We have invested a tremendous amount of cash into purchasing and improving the IP, and building a process to nurture the customer base.  We intend to use every legal and commercial means at our disposal to protect our rights, and do everything that we can to settle these issues and avoid further confusion.  This is what is best for Versata, and what is best for think3 Inc.

From the opposite side, Dott. Andrea Ferri, the trusty of think3 (associated with http://www.think3.com), published this retort:

I am writing to clarify a few key legal points ... On April 12, 2011 the Court of Bologna, Italy declared the bankruptcy of Think3 Inc.

Pursuant to Art. 72 of Italian Bankruptcy Law (R.D. 16.03.1942, N. 267) the Trustee dott. Andrea Ferri has terminated the Technology License Agreement entered into and between Think 3 Inc. and Versata FZ-LLC on October 7 2010.

On May 2 2011 the Court of Bologna issued an order in which it is stated that the contract is considered terminated to all legal aspects.

Despite this clear ruling Versata is circulating false information about the Italian Legal Procedure. I want to point out that the Italian Procedure regards think3 Inc. as a single company that is under the Italian bankruptcy procedure and not as a third entity or a subsidiary company of think3 as is being alleged by Versata.

All goods (including IP), employees and goodwill are located in Italy and therefore the Court of Bologna is protecting the assets of the bankruptced company.

The U.S. Court has no jurisditcion [sic] against the Italian Bankruptcy Procedure. Therefore the opening of the Chapter 11 process does not give any rights to Versata.

Versata is sendig to Think3 clients messages illegally using the think3 trademark and advertising think3 products in order to distract customers.  The use of http://www.think3.versata.com/ domain name is also illegal ...

All contracts related to license agreement entered into and between Versata and third parties has to be considered null and void and all payments concerning the use of think3 products have to be effected to the Italian Bankruptcy Procedure.

Very soon we will be sending you more information about the future plans for the company.

Who knows how long it would take to unravel the tangled web? And by the time everything is resolved, the surviving think3 will likely have a difficult time restoring customer confidence. Commenting on a previous blog post on the fate of think3, Jim Watkins, a former think3 customer, wrote, “By the tmie it’s all worked out I think many customers will have moved on. We have here.