Facebook deals in contracts, not promises and even if it was contractually agreed upon, what would you do about it? Sue? At a guess you'd count the money one more time, shrug and maybe send a short apologetic note about how terrible you feel about it. And then count the money again.
Those who say they can’t be bought are either saints (rare), or have never had a reasonable chance of being offered their price.
Most humans will get very morally flexible once offered enough resources; this is precisely why we have contracts and courts, to create structural systems more capable of upholding agreements than individual humans can do alone.
Or have never been in a situation where their mother, father, or themself has a serious medical condition requiring over $1,000,000 and many years of fighting to treat it. "I can't be bought" is a failure of imagination.
I put the "developed world" declaimer as I figured in some poor countries you wouldn't be able to get good treatment without paying for it but I imagine even then you will not pay as much as in the US.
Generally free or not available at all to that specific patient, no? At least from the publicly funded system; some Western European countries also allow private practice of medicine where the availability criteria are different.
If it's a treatment that is required for the patient to survive it will generally be available & free. E.g. getting cancer treatments here will be free & almost certainly expensive in the US (even with insurance they will find something the insurance doesn't cover, and/or will charge you for stuff like ambulance rides).
There may be some rare exceptions where you'd be able to pay a lot of money in the US for some experimental treatment not yet available in the public EU system but this is the exception not the rule. What you possibly won't get for free are non-critical treatments.
I will give one declaimer though that I live in Germany & the healthcare system is not in the same quality/extensiveness throughout the EU (the German system is among the best).
Immutability doesn't actually solve much in the way of real-world problems. Most contract lawsuits don't concern accusations of secretly forging altered contracts, or any disparity between copies: they concern interpretations. And if you've ever read a typical boilerplate contract for most any serious transaction, you'll see they cover "if-then" situations about as much as can be reasonably be done.
Explain the mechanism by which a smart contract in this instance would both have made it impossible for Facebook to make this move and, if they did anyway, avoided the necessity of Palmer to sue them over it.
This is known as the “oracle problem”; actually getting the correct real world inputs into an immutable smart contract is a serious hurdle to adoption.
If you pay attention to most smart contract pitches, they polite side step this issue.
Blockchain contracts definitely do not somehow preclude "evil", for almost any reasonable definition of evil. They preclude forgery and very specific categories of fraud — but beyond that the sky is the limit.
The problem with block chain is it requires the whole stack be on chain (at least if it is to be referenced in a contract). If that's the case, then you can definitely do this. E.g. a smart contract that represents the login functionality and you can hard-code it has to be some other immutable contract, and can't be changed to FB login.
On second thought, the whole issue is weird because blockchain doesn't have a login concept.
It's auditable, open source, and immutable. It's neutral. Neither good nor evil. It's your responsibility or the community's responsibility to audit the code and assess the risks.
That's great at and all, but I honestly don't understand how that would help in this situation. Unless you write something absurd like "Mark Zuckerberg's stock will be transferred to Palmer Luckey if this promise is broken", which just about no one in Mark's position would agree to, how are you going to actually prevent something like this from happening?
edit: and as ComputerGuru stated - such a clause can just as easily be put into a traditional contract
As would most people, so I wouldn't lose sleep over it. The big mistake is to try to pull the wool over the users' eyes knowing full well he would lose control over that and so was in absolutely no position to promise anything.
That's a non sequitur and your viewpoint is vindictive, uncharitable, and unreasonable.
Palmer Luckey was in his very early 20s and had never been involved in an acquisition before. He acknowledged his mistake and his explanation makes complete sense. Even much more experienced people are prone to making this kind of mistake in the honeymoon period of an acquisition.
Can you explain the leap from someone starting a defense contractor to them not being naive a few years earlier in their life about corporate acquisitions?
Without commenting on this situation, if you're worried about selling something to a large entity who might later change their mind about how they use your thing, you don't usually start selling to militaries.
It's probably real easy to tell yourself you'll donate a couple million to charities that try to help with actual horrific things and that's way more important than some people having to use a different account/login system for their new luxury game system.
Who knows, maybe some (small amount) of people in similar positions actually follow through afterwards and do that.
There is nothing immoral about a lawful business transaction to purchase a VR company. If this device required some signing of an EULA that has given away all your consumer rights then the onus is on you, no one forced you to buy it and many organisations and individuals have been warning about these business practices unheeded.
As an anecdotal example, many companies are now using instagram for image hosting that pester/ requires me to sign up. I say no thank you and move on, I'm not adversely affected but maybe that company loses some business.
You bought a thing with a certain agreement then the agreement is changed under you .
Will they reimburse the buyers? If not, then this is nuts and immoral.
If they do reimburse you, then it's just scary. The fact an unscrupulous entity like Facebook have such a strong hold in people life and business, opinions and privacy is a recipe for an Orwellian future (present?)
Virtual reality is the next frontier of cyberspace, a much more engulfing and immersive (if successful), I don't want Facebook to have so much power.
Did they change the EULA? Do we have the info to make that claim?
Even more interesting is I can remember having many a conversation about which headset to buy, always stating avoid oculus because facebook and yet the person buys oculus anyway only to later complain profusely about having a VR headset from facebook. In recent years this seems to be a problem, likely with current generations. Capitalism fails when you don’t exercise your freedom to make smart purchase decisions. If you don’t want facebook to have so much power stop buying them, stop using them, get your friends and family off and make them actually work for their customers.
I bought a Rift and I knew the risks. I wanted to try it and in case I don't like it, at least I didn't spend too much money compared to competitors. I hate their app, you cannot even uninstall it by conventional means (you have to do it withing the app).
Headsets are not cheap, but I am not really crying for not attaching it to my PC ever again. I just wonder who would want to develop against that environment. Not that there was that much available as it is.
I'm absolving Palmer of making a promise he couldn't keep because of Facebook. Palmer is correct here and shouldn't be getting the blowback that he is.
Obviously Facebook can do what they want within the terms.
I don't know Palmer and until 5 minutes didn't know his name. I don't dislike him, I'm sure he's a nice guy and great person, and I think the product and achievement is impressive. But:
I respect him for eating humble pie now.
I absolutely do not respect yet alone absolve him of not doing so originally. Why would one? There's nothing NEW that came to the table: Facebook can do what they want now, and crucially that was the case at the time of those promises.
Founders literally sign away their right to make these promises. Whether they're made out of ego, faith, hope, naivette, inocence, or just riding that payday high and feeling king of the world - acquired founders need to stop making them and we need to stop believing them; and holding accountable / not absolving is a step in that direction. They're not evil people, they don't need to be doxxed or torched... but it's a certain level of wrong to make promises you absolutely positively cannot deliver upon, and good will does not make such ignorance OK :-/
Sorry if that came harsh; I feel bad for Palmer... but hey, should we not feel worse for those who believed him and acted upon that belief??
> Founders literally sign away their right to make these promises.
Well, they don't have to. He could have insisted on writing this condition into the acquisition contract. But he obviously didn't. The most charitable reading of this is that he was just naive and didn't know that this was an option or that it would be necessary in order to enforce such a promise, but that seems unlikely. Acquiring this knowledge is no harder than posing the question to his M&A attorney. Hence...
> I absolutely do not t respect yet alone absolve him of not doing so originally. Why would one?
I wonder if it's possible to make such a contract that works? If it curtails Facebook, and they breach the contract, then what? They pay the seller some more money?
If you reverted ownership there's no way that FB are going to sign that contract (a small risk you could inadvertently lose the asset and the cost price, eg through an unforeseen loophole that favours the seller - lawyers should veto such things, surely).
Also, are you going to make it a perpetual term applied to all future owners? If not then FB can probably make an entity to sell it to. Or use a third-party login that itself requires Facebook login and workaround your selling constraints.
I like the idea of it: just practically I can't see how it would be workable to technically constrain a company in a contract of sale of that company.
Are there examples of where this has been done successfully?
> I wonder if it's possible to make such a contract that works?
Yes. In short, you expressly identify in the contract that the provision is for the benefit of Oculus Rift users, and then they gain the power to enforce it as “intended third-party beneficiaries”.
Thank you. Any examples of this in the field of computing, where users were made party to the contract of sale of a company in order to protect some aspect of their usage?
The examples I can find [there] don't seem to bear much similarity to this situation at all.
IANAL but my guess is that you could structure it in such a way that every user affected by the breach had standing to sue for some specified amount of damages so that collectively it would have been worth some lawyer's time to take the case on contingency.
It's entirely possible that FB would have balked, but that in itself would have been a useful data point that indicated that they had every intention of bundling the two products together.
In any case, the topic at hand is not so much whether such a deal could have been structured to work, but whether there are any circumstances short of willful ignorance where the founder could have made the promise he did in good faith. I don't see any.
Naivety seems to account for making such a promise, the idea that others have similarly honourable intentions to oneself can persist and cause such errors of judgement.
Harshing on Palmer might feel like the right thing for folks, but they should be harshing on Facebook right now. Palmer has little to no agency and by focusing on the scapegoat, we ignore the avenues for change that are available right now.
Ultimately, energy spent on Palmer distracts from getting Facebook to modify its behavior.
I agree. Ultimately it was Facebooks decision to enact this policy. Why do people gravitate towards blaming him ? Is it just because they feel he’s lied to them and should be held accountable even though he may have only been naive ?
Its funny how in situations like this one, where one person facilitates another’s wrongdoing, they (Palmer) are put under the spotlight more so than the bad actor (Facebook)
That's to a certain degree fair; to a certain degree missing the point:
1. It's NOT binary; I generally try not to partake of "You're either with us or against us". We can hold multiple parties accountable, we can be objective about facts, and we can learn multiple lessons.
2. I'm not actually certain there's behaviour for Facebook to modify. They're a corporation with a wildly successful massive SSO program. They've acquired another smaller corporation. Integrating into the mothership SSO feels the right sensible choice from many perspectives. As an annoying privacy conscious geek, sure, I don't love Facebook integration. But this is a reasonable perspective from point of the corporation.
3. Which brings me back to - I still think the truest lesson learned is for all of us naive enough that for whatever unicorn reason, this wouldn't happen. At that includes shareholders, consumers, and the wild-eyed founders making promises :)
As I said, I don't know him, don't intend to bug him, doesn't bother me much, don't intend to "Harsh" on him. But he did have agency, and he did make some claims, and we should all learn some lessons on how to exercise agency and how to make/believe promises.
You are missing an important they in the list of why these empty promises are made: keeping up the value of the property. There's an implicit, and often also an explicit (e.g. in the form of the founder becoming an employee) agreement that the seller won't talk down the value of what they just sold. Claiming that all will be well, despite Facebook, was very much in the interest of Facebook. Including the fact that the promise was made by someone who'd most likely be gone before the promise stopped being true.
> acquired founders need to stop making them and we need to stop believing them
Not just acquired founders. In my opinion we should stop so readily believing in promises by founders, start ups, corporations, celebrities, politicians, etc. unless there is a strong track record keeping them and/or other reasons to believe the promise can and will be kept.
Getting people to (pre-/re-)purchase something should require to build up trust, not just grand visions and good marketing.
I completely agree with your assessment, except... Palmer was a kid and they just made him a multimillionaire. There’s no way he was in a headspace to rationally evaluate anything, let alone evaluate the long term weaseliness of a large corporation.
1. I feel that was addressed in my post as one of the potential reasons he made the claims
2. Read Ender's game or Dune or live through a civil war as a child or... whatever it takes to agree that a 22 year old can and should be regarded as a responsible, accountable human being. Otherwise really who can?
Multimillionaires don't deserve our pity for their lies. They can comfort themselves on their piles of money (whatever is remaining after the amount spent promoting the corruption of the USA government as Mr Luckey did).
He knew it was a promise he could not keep because he was giving up control. You simply can not make promises like that it is beyond stupid to make promises about how a company will be run in the future when you are no longer at the helm.
He should have known he couldn't promise that. He could not have known Facebook would do what they did but he should have been at least smart enough to know the limits of his own influence.
it really seems a little willfully naive. if it's not in a contract, obviously any promise facebook makes is going to be on an "isn't inconvenient to do" basis
He was 22 years old when Facebook bought Oculus. I assume he expected to stay a part of it and maybe things were different if he did. It's his fault, of course, but I think he was just naive.
> Palmer is correct here and shouldn't be getting the blowback that he is.
This sentence seems self-contradictory. Once again, here's what Palmer said:
> I really believed it would continue to be the case for a variety of reasons. In hindsight, the downvotes from people with more real-world experience than me were definitely justified.
It sounds like he's agreeing that he should be getting the blowback, right? He made a promise he couldn't keep, people told him he wouldn't be able to keep it, he ignored them. He should have known better.
Unless he put the promise in the sell contract, in which case he can sue Facebook and stop them from doing this nasty move, he should be getting all the blowback he's getting and more.
Even if it is in the contract the court would not necessarily side with you unless you can show that you were somehow wronged because of this. "They made me look bad" may not be sufficient.
IANAL but I don't think that's the test. If a person commits to not doing something as part of a valid contract that's all that matters.
The point you make may be relevant for deciding damages, but even here there is a concept of Liquidated Damages [0] which is essentially the damages amount set at day 1 so the question of ascertaining the extent of wrong does not arise.
As this very thread has made clear, Palmer Luckey's reputation has been damaged by Facebook's choice to renege on their statements regarding requiring a Facebook login. That's an injury. If it had been part of the contract he would absolutely be in a position to enforce it in court. It was NOT in the contract.
The great-great-grandparent post from this one (by
jacquesm) already raised your point and doubted that it is enough. I'm not claiming an opinion on whether this claimed reputational damage qualifies as an injury.
I'm just saying that an injury is required in principle (with an appropriate citation), because the great-grandparent (by vijayr02) didn't think that was the case.
If he got it just verbally then I can't see him having a case, they can claim they didn't say it and that will be hard to prove, it might still work but that's very thin ice.
If he got it written into the contract then it is clear that he does not intend to pursue it.
If it was written into the contract and he pursues it then he will need to show that he has suffered because the contract was not executed and I fail to see how he could make that case and do so with enough teeth that it would matter to FB enough to reverse course.
As someone who used to practice law, any discussion about contractual obligations is nothing more than speculation until you have read the specific contract in question.
IANAL so would definitely appreciate someone with more background correcting me - my understanding from lawyers is that the test is of disproportionality and penalty.
The example of UK bank overdraft charges in the Wikipedia article for instance can be seen as small powerless individuals vs large corporate.
In the Oculus case, a good lawyer should have been able to set out in the contract why this specific point is important to the seller (Palmer) and why significant damages are in order (damages credibility on future projects, which clearly could be multi-billion in scope).
If I make a lot of money in a way that has negative consequences for other people, then it’s human nature to find ways to discount the negative impact. You delude yourself to feel better so you can take the money and run. Not sure I’d be any different, although I like to think I would be.
>Facebook deals in contracts, not promises and even if it was contractually agreed upon, what would you do about it? Sue?
Why shouldn't we expect more from companies? Promises should mean something. But really this is just another example of facebook undermining the basic fabric of society for its own gain.
The one time facebook did that in a written way was with whatsapp and it made them lose in europe (germany specifically I think) where they had to cancel their plan to share data between the two entities.
Facebook executives openly lied to the European Commission, to get approval for the acquisition. 3 years later they were fined $120M, a slap on the wrist [1].
If that promise wasn't in the actual contract then it wasn't "Facebook" who made it, it was someone at Facebook. Individual employees aren't typically in a position to be making those types of promises anymore than the company being acquired is.
So, let's assume it was in the actual contract. What is he going to do about it? Sue? Annul the deal?
No? Than it doesn't matter. The whole idea that because something is written into a contract that that automatically means that that his how things will be in the indefinite future is an illusion, and I've seen plenty of people burned that way. A contract only matters if (1) you are prepared to sue over it and (2) you will know what kind of remedy you want if you win the suit.
In this case the state of (1) is 'no' and the state of (2) doesn't matter because of (1).
"In this case" there is no provision in the contract which says Facebook needs to keep Oculus accounts separate, so there's nothing to sue over. If that provision were in the contract, then yes I'd expect a lawsuit. Or at least some form of arbitration or settlement. Ideally the contract itself would specify what happens if that condition is violated.
I don't think that is legally feasible but I don't have enough experience in this. He sold the company, aka shares. The contract should determine how the sale happen but afterward, it's afterward.
A contract needs to be legal, and legal means what the law allows in the context. Does the law allow putting such provisions? I've been burnt by this in a rental agreement. Think about it this way: if we have a contract between both of us, where you agree that I'm going to kill you, I'm still going to jail. Having a contract doesn't make killing legal. This also applies to the rest of contracts. The provisions need to respect the law.
But the guy didn't have a contract, sold a patent-heavy company for $3bn (probably an army of lawyers involved) that netted him around $700mn. I'd just call this saving face.
Why the focus on what he would do? The promises were made to Oculus's current and potential customers. That's who would sue and it's fairly clear that they would want money... e.g. to go buy a HTC Vive.
They usually follow through for some amount of time. This is because it takes time to figure out how they are going to absorb you. If they changed everything on day 1 it would be a cluster fuck. A simple example would be if Orcl bought a company that was 100% on SAP for financials. If all your SAP people walk out the door the first week how are you going to file the next quarter financials. So they claim that nothing is going to change and that the SAP people have nothing to worry about.
If the new captain doesn't make the promise, you can't give it much weight, and if it is Facebook, probably no weight even if they did :(