No better way to celebrate May Day, than to receive another cease and desist notice. This one alleges that we disseminated competitive information that may harm a bank. Believe me, there are plenty of woes ailing the banking sector nowadays, but I suspect publishing contracts on our site is not one of them.
This firm represents First Republic Bank. We are informed that you are the owner/operator of the website: www.onecle.com, on which you post a variety of business and employment contracts for public viewing.
Specifically, we are contacting you to address your unauthorized publication of the Bank’s Note and Revolving Loan Agreement dated January 5, 2004, with its customer Thomas Weisel Partners Group, LLC at http://contracts.onecle.com/thomas-weisel/first-republic-loan-2004-01-05.shtml and the related Unconditional Secured Guaranty at http://contracts.onecle.com/thomas-weisel/svbank-security-2004-06-15.shtml. There is an additional link to the Note at http://contracts.onecle.com/alpha/1188.shtml.
These are private loan documents containing highly sensitive, proprietary information valuable to the Bank. The Bank has not disclosed these documents voluntarily and, therefore, has not waived any right to maintain their confidentiality. The dissemination of this competitive information to the public may harm the Bank, for which you and your company will be held accountable.
Further, we conclude from the Google-based pay-per-click advertising embedded on every web-page that you or your company have received and will continue to receive revenues flowing directly from your wrongful use of the Bank’s work product. Indeed, one can reasonably assume that is the sole and express purpose of the website. Accordingly, if the Bank pursues legal action against you, it will seek to disgorge any and all profits received during the time those agreements were posted.
The Bank demands the following written assurances: (1) that you will remove both agreements from your site within 24 hours; (2) that you will remove the Bank’s name from any list or index appearing on your site; (3) that you will destroy any electronic and paper copies of those documents; and, (4) that you will not use any information gleaned from those documents for any other purposes in the future.
If you refuse to respond, we will assume that you refuse to cooperate and will pursue whatever course of action necessary to protect our client’s valuable rights.
Very truly yours,
Batya E. Swenson
If you are keeping score at home (or in the office), Thomas Weisel Partners Group, Inc. went public back on February 2, 2006. A month before, Thomas Weisel shared some of its alleged super-duper confidential banking agreements with the SEC and the rest of us. Pay a visit to EDGAR, and you’ll find the above-mentioned Unconditional Secured Guaranty and Note and Revolving Loan Agreement. So, exactly the disclosure of which terms in particular may cause the bank harm?
I also like the gratuitous slam about the “sole and express purpose of the website.” Seriously, all we want to do is make material contracts found in public securities filings easier to find. And, we are none too happy that the SEC sends away our friend the googlebot. If the SEC would just remove that little file so that the people of the world can run full-text searches of material contracts found in securities filings, we would be a happy camper. None of this pay to search B.S. that other major legal research sites foists on its users. So, our May Day call to arms is researchers of the world unite.
Oh yeah, and what’s up with “you will not use any information gleaned from those documents for any other purposes in the future”? What information are we supposed to have gleaned from those documents and what exactly do they envision that we will do with this information? Take out a loan?
