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2004 MAR -3 P12:06



a Delaware corporation,



a Delaware corporation,



Case No. 04-056587-CK

Attorneys for Plaintiff
2000 Town Center, Suite 1500
Southfield, MI 48075
(248) 353-7620


NOW COMES Plaintiff, The SCO Group, Inc. ("SCO") by and through its
attorneys, Seyburn, Kahn, Ginn, Bess & Serlin, P.C., and Boies,
Schiller & Flexner LLP, and for its Complaint against Defendant
DaimlerChrysler Corporation ("DC") alleges as follows:


1. SCO is the exclusive licensor of software licenses for the UNIX
operating system. These software licenses are agreements that restrict
the permitted use of the UNIX operating system. To help insure
compliance with the restrictions on such permitted


use, the licenses include a monitoring and reporting mechanism
designed to detect (and thus deter) violations of those agreed
limits. Specifically, the licenses require licensees to certify their
compliance with those restrictions. Like all provisions in the
license, these reporting and monitoring provisions exist only because
they have been agreed to by the licensee.

2. SCO has requested that DC provide the contractually required
certification that DC is complying with the terms of its UNIX
technology license. SCO has thus asked DC to certify--as contractually
it must-- that its use of UNIX technology is within the agreed
parameters of permitted use established by the license.

3. DC agreed to and accepted the terms of its UNIX license. DC has
received very substantial benefits as a result of entering that
license and DC has never challenged the validity of that license.

4. Nevertheless, DC has refused to provide the contractually required
certification of compliance that SCO requested. DC has in fact refused
even to respond to SCO's request. It would be irrational and contrary
to DC's self-interest for DC to violate the license's certification
requirement's in this way unless DC was also violating the license's
limits on permitted use of UNIX technology, precluding DC from
certifying compliance.

5. By refusing to provide the certification that the license requires
as a means of enabling SCO to monitor compliance with, and thus
protect, the rights that DC agreed to respect, DC has compelled SCO to
institute this litigation to secure a judicial remedy.


Parties, Jurisdiction and Venue

6. Plaintiff SCO is a Delaware corporation with its principal place of
business in the County of Utah, State of Utah.

7. Defendant DC is a Delaware corporation with its principal place of
business in the County of Oakland, State of Michigan.

8. This Court has subject matter jurisdiction over SCO's Complaint
because the amount in controversy exceeds the sum of Twenty-Five
Thousand ($25,000.00) Dollars and/or is otherwise within the equitable
jurisdiction of this Court.

9. Venue is properly situated in Oakland County, Michigan because DC
has a place of business in Oakland County.

Background Facts

10. UNIX is a computer software operating system. Operating systems
serve as the link between computer hardware and the various software
programs (known as applications) that run on the computer. Operating
systems allow multiple software programs to run at the same time and
generally function as a "traffic control" system for the different
software programs that run on a computer.

11. In the business-computing environment for the Fortune 1000 and
other large corporations (often called the "enterprise computing
market"), UNIX is widely used.

12. The UNIX operating system was originally developed by AT&T Bell
Laboratories ("AT&T"). After successful in-house use of the UNIX
software, AT&T began to

license UNIX as a commercial product for use in enterprise
applications by other large companies.

13. Over the years, AT&T Technologies, Inc., a wholly owned subsidiary
of AT&T, and its related companies, licensed UNIX for widespread
enterprise use. Pursuant to a license with AT&T, various companies,
including International Business Machines, Hewlett-Packard, Inc., Sun
Microsystems, Inc., Silicon Graphics, Inc., and Sequent Computer
Systems, became some of the principal United States-based UNIX
vendors, among many others.

14. These license agreements place restrictions on the valuable
intellectual property developed by AT&T, which allow UNIX to be
available for use by others while, at the same time, protecting AT&T's
(and its successor's) rights.

15. Through a series of corporate acquisitions, SCO presently owns all
right, title and interest in and to UNIX and UnixWare operating system
source code, software and sublicensing agreements, together with
copyrights, additional licensing rights in and to UNIX and UnixWare,
and claims against all parties breaching such agreements.

16. During the past few years a competing, and free, operating system
known as Linux has been transformed from a non-commercial operating
system into a powerful general enterprise operating system.

17. Linux is a computer software operating system that, in material
respects, is a variant or clone of UNIX System V. According to leaders
within the Linux community, Linux is not just a "clone," but is
intended to displace UNIX System V.

(Breach of Contract/Declaratory Judgment)

18. Plaintiff incorporates and re-alleges paragraphs 1 - 17 above.


19. SCO is the successor to AT&T under that certain Software Agreement
originally executed by and between AT&T and Chrysler Motors
Corporation designated as SOFT-01341 (the "DC Software Agreement" or
the "Agreement").  The DC Software Agreement specifies the terms and
conditions for use of authorized distributions of UNIX System V source
code, including modifications and derivative works based thereon, by
Defendant. The DC Software Agreement is attached hereto as Exhibit

20. With respect to the scope of rights granted for use of the System
V source code under Section 2.01 of the DC Software Agreement,
Defendant received the following rights in UNIX:

  [A] personal, nontransferable and nonexclusive right to use in the
  United States each Software Product identified in the one or more
  Supplements hereto, solely for Licensee's own internal business
  purposes and solely on or in conjunction with Designated CPUs for
  such Software Product. Such right to use includes the right to
  modify such Software Product and to prepare derivative works based
  on such Software Product, provided that any such modification or
  derivative work that contains any part of a Software Product subject
  to this Agreement is treated hereunder the same as such Software
  Product. (Emphasis added.)

21. Defendant agreed in S:2.06 of the DC Software Agreement to the
following restrictions on use of the Software Product (including
System V source code, derivative works and methods based thereon):

  No right is granted by this Agreement for the use of Software
  Products directly for others, or for any use of Software Products by
  others ....


22. Defendant agreed in S:7.09 of the DC Software Agreement to the
following restrictions on transfer of the Software Product, including
resulting modifications or derivative works of UNIX System V:

  [N]othing in this Agreement grants to Licensee the right to sell,
  lease or otherwise transfer or dispose of a Software Product in
  whole or in part.

23. Defendant agreed under S:7.05(a) of the DC Software Agreement to
the following restrictions on confidentiality of the Software Product:

  Licensee agrees that it shall hold all parts of the Software
  Products subject to this Agreement in confidence for [SCO]. Licensee
  further agrees that it shall not make any disclosure of any or all
  of such Software Products (including methods or concepts utilized
  therein) to anyone, except to employees of Licensee to whom such
  disclosure is necessary to the use for which rights are granted
  hereunder. Licensee shall appropriately notify each employee to whom
  any such disclosure is made that such disclosure is made in
  confidence and shall be kept in confidence by such employee.

24. Consistent with these restrictions, in S: 2.05, Defendant also
agreed to account to SCO on an annual basis regarding its use of
System V software licensed pursuant to the Software
Agreement. Specifically, S: 2.05 provides as follows:

  On [SCO's] request, but not more frequently than annually, Licensee
  shall furnish to [SCO] a statement, certified by an authorized
  representative of Licensee, listing the location, type and serial
  number of all Designated CPUs hereunder and stating that the use by
  Licensee of Software Products subject to this Agreement has been
  reviewed and that each such Software Product is being used solely on
  such Designated CPUs (or temporarily on back-up CPUs) for such
  Software Products *in full compliance with the provisions of this
  Agreement*. (Emphasis added.)


25. Section 2.05 of the Software Agreement is designed to insure
compliance by DC "with the provisions of this Agreement," and to do so
by supplying a monitoring mechanism that prevents and deters
violations of the Software Agreement.

26. By letter dated December 18, 2003, SCO requested that DC provide
the writing required under S: 2.05 certifying that DC was "in full
compliance with the provisions of [the Software Agreement]." Although
DC should have been in a position to produce such a compliance
certification on shorter notice, SCO's letter requested that the
required certification be provided within 30 days of receipt of that
letter. (The SCO December 18, 2003, letter is attached hereto as
Exhibit "B").

27. DC has refused to comply with its obligations under S: 2.05 of the
Software Agreement. Specifically, DC has refused even to respond to
SCO's request for the contractually required compliance certification
within 30 days, or at any time since. DC has thereby refused to state
that it is not now violating its obligations under the Software
Agreement, and DC has refused to state that it has not in the past
been violating its obligations under the Software Agreement. DC has
refused to provide such a certification even though it is also one of
DC's express obligations under the Software Agreement to provide such
a certification.

28. On information and belief, DC's refusal to certify that it is not
violating the DC Software Agreement is also based, in part, on DC's
use of UNIX technology, in violation of the DC Software Agreement, in
migrating its installed base to the Linux operating system.

29. It would be irrational and contrary to DC's self-interest for it
to continue to withhold the requested certification and thereby
violate the Software Agreement's reporting


requirements if DC were not also violating the Software Agreement's
non-reporting, core substantive requirements.

Prayer for Relief

Plaintiff respectfully requests that the Court:

Enter an order that DC has violated S: 2.05 of the Software Agreement
by refusing to provide the certification of compliance with the
"provisions" of that Agreement;

Enter an order declaring that DC has not complied with, and instead
has violated, the provisions of the Software Agreement with which S:
2.05 required DC to certify compliance;

Enter an order permanently enjoining DC from further violations of the
DC Software Agreement; and

Issue a mandatory injunction requiring DC to remedy the effects of its
past violations of the DC Software Agreement; and

Award damages in an amount to be determined at trial; and

Enter judgment in favor of Plaintiff together with costs, attorneys'
fees and any such other or different relief that the Court may deem to
be equitable and just.


Jury Demand

SCO demands trial by jury on all issues so triable.

Respectfully submitted,


By: [s/ Barry M. Rosenbaum]
Joel H. Serlin (P20224)
Barry M. Rosenbaum (P26487)
Attorneys for Plaintiff
2000 Town Center, Suite 1500
Southfield, MI 48075
(248) 353-7620

Stephen N. Zack, Esq.
Mark J. Heise, Esq..9
Co-Counsel for Plaintiff
Boies, Schiller & Flexner LLP
Bank of America Tower
100 South East 2nd Street, Ste. 2800
Miami, FL 33131

Robert Silver
Boies, Schiller & Flexner LLP
Co-Counsel for Plaintiff
333 Main Street
Armonk, NY 10504

Dated: March 3, 2004