Site Index

A Comment on the Confirmatory Agreement
and the Licensing Agreement
Dan Massey personal correspondence to David Kantor, 5/97

The Confirmatory Agreement was presented to the Brotherhood and the Societies and Societies-to-be and signed by almost all without a serious peep, but some grumbling. Oklahoma and Houston took the strongest opposing stand. Oklahoma claimed that the agreement required them to assert under oath something that was demonstrably false, i.e., that they hadn't make free and unlicensed use of the word and symbol. In fact, they had established and operated formally in Oklahoma City a church under some name like "First Neo-Christian Church of Oklahoma City" and used the blue tricycle impaled with a cross as their logo. Houston objected because the terms of the agreement made officers and members of each society jointly and severally liable for tortious acts of the Trustees of Urantia Foundation and also committed them, as private individuals, to provide unbounded access to personal assets to support Urantia Foundation litigation. At the same time, the Urantia Foundation board was protected from such claims by legal limitations of their corporate liability. Oklahoma City was concerned about this same matter.

At Urantia Society of Central Connecticut-to-be we investigated this matter carefully with attorneys and established that the situation was exactly as portrayed by Houston and Oklahoma City. The problem stemmed from the different nature of the Foundation and Societies before the law as corporate persons. Essentially, the Foundation and Brotherhood were organized as corporations, while the Societies were partnerships. While it may be said that the Urantia Foundation never INTENDED this interpretation of the agreement to come into play, the fact is that, had they lost a lawsuit and, because the basis of the suit was frivolous, been assessed the defendant's legal fees and costs, or had they lost a countersuit and been assessed damages, especially punitive damages, in excess of the Foundations's ability to pay, their intentions would have provided no protection at all to the members of the Societies from the victorious lawyers going forth to seize their assets.

Societies differed in their view of the importance of this matter. An agreement was reached that those that were worried would incoporate, thus affording their members and directors the protection against unlimited liability afforded members of corporations. Urantia Society of Central Connecticut incorporated. I believe Houston, Oklahoma City, and Denver did also. I'm not sure about any others. Probably San Francisco, Dallas, and certainly New York City, but several years later. This settled the essential legal problem most of us saw with the Confirmatory Agreement, but left open the nunc pro tunc provisions as a problem for Oklahoma City and maybe some others.

This final problem was resolved by an agreed rewording of the agreement into the form of the licensing agreement. The Licensing Agreement was something that overcame the problem Oklahoma City had with the nunc pro tunc provisions, but still accomplished most of what the Urantia Foundation was trying to do (to prove that they had a right to the trademarks because they had policed their used properly from 1950 onwards).

The Brotherhood and all the Societies signed the Licensing Agreement. The incorporated Houston society had run amok in another direction because Allen Brazell objected to the Urantia Foundation attempts to control the movement through the Licensing Agreement and the trademarks, but the unincorporated Houston society under the Jaranagins signed it and was declared the TRUE Houston Society by the Judicial Committee of the Brotherhood, paving the way for successful Urantia Foundation litigation in Houston against Brazell and the incorporated Houston Society.

Dan Massey, 5/97