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Comment by globular-toast | Hacker News Reader

Yeah, it's a little unclear but I think your interpretation is correct. The key is the paragraph beginning with:

> Imagine my surprise: according to the duly signed option agreement, my options were meant to vest over four quarters, not four years, as both NVIDIA’s CFO and their outside counsel, Cooley, had asserted back in 1996.

On first reading it did give me pause because it's the first time "four years" is mentioned. But on another scan I agree it's cleverly written and never actually claims the agreement was four quarters, only that the paperwork says that.

Still it is a funny story, similar to those "I spent 20 Bitcoins on a pizza" ones, I guess.

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“Imagine my surprise” seems really damning. A contract is supposed to be a meeting of the minds. The two sides agree on what the contract means and the written artifact is a record of it. If he’s surprised then that suggests he never intended it to be quarterly. And clearly the other party never meant that either. I’m no lawyer, but I don’t imagine “I didn’t mean this and they didn’t mean it but that’s what got written down so give me money” would fly in court.

There are documents linked in the footnotes that spell this explicitly, you don’t have to infer this:

The offer letter, which spells out “which vests over 4 years”: https://colo.to/invitation.pdf

The option grant which has the accelerated schedule: https://colo.to/grant.pdf

Yeah but it's a blog post, most readers aren't going to comb through the documents linked in footnotes.

I still don't think I understand the actual events. Is it that he got 1/4 of the shares as he expected after a year and did not chase for years 2/3/4 (and they never offered them)?

They should just offer to settle at a reasonable value as if it had been just the four quarters previously agreed, but a smart decision was made to sit on the shares.

> just the four quarters previously agreed

Misreading. S/quarters/years/

It was meant to be four quarters, though. This was a clerical error, so why not offer to settle as if the clerk hadn't made a typo? "Yes technically you are owed this ridiculous amount of money, but it was meant to be a fraction so you get nothing unless you sue" seems harsh from Nvidia.

On the other hand this could open precedent in other cases, current and future, so it's an understandable position not to offer to settle preemptively just for a display of good faith.

It’s not clear what was “meant” to happen since the stated offer was for a 4 year vest. While the cover letter for the actual options grant says 4 quarters. It would be interesting to see what the actual governing documents referenced in the cover letter say since those are the actual terms. Presumably they match with the cover letter since lawyer time was spent on this at all, but it could of course also say a completely different 3rd vesting schedule

> They should just offer to settle at a reasonable value

Since litigation is costly, the acceptable range for a settlement is centered around the expected outcome of a trial, plus or minus each party's cost of litigation (including opportunity cost).

In this case, "the claim is barred by the statute of limitations" implies that the expected outcome of litigation would be approximately $0. The net range for a settlement is then the 'nuisance value' of a lawsuit including any PR damage for airing the case publicly; that would be orders of magnitude below the $1bn claim.

So basically a lower compensation is too low to justify the costs so it's either all in court or nothing? This design seems heavily biased towards the part with larger resources. Cost of litigation should be proportional to a reasonable settlement.

> Cost of litigation should be proportional to a reasonable settlement.

What do you mean by this?

that it's absurd that for a say 200k case the litigation could cost 200k+

Cost of settlement is not proportional to work required.

It's still absurd, because justice in this case doesn't come from equating these financial costs, this is an unfair system that privileges those with big pockets.

What’s the alternative? Which system would allow people to sue for $10 if the work required to do that is worth significantly more?

https://news.ycombinator.com/item?id=49878075 a system of fairness, not a system of exploitation

That’s why there are contingency agreements. There are a lot of lawyers out there. If one of them thinks there’s a good chance he’ll win, they’ll take the case.

> Cost of litigation should be proportional to a reasonable settlement.

What you’re really saying is that attorneys’ fees should proportionate to claim size. But I don’t think that works. If I am bound and determined to take a dispute for a $3 refund all the way to the Supreme Court, why should me attorney be required to do all that work for $1 or whatever?

You shouldn't, the state should provide the required infrastructure for both sides in case one's pushing fees up severely limiting the other party's options, which is often the party that's usually at a disadvantage. Either that or regulate the activity, but we know the later tends to devolve into instruments to be abused in an autocracy.

See one could think this is exceeding the role of the state, but this is not because these things are detrimental to trust which is required in the democratic state to facilitate economic transactions and employment contracts.

What do you think is going to happen to the courts if suing over small sums is effectively free? Don’t you think a lot of people are going to bring effectively irrelevant lawsuits generating enormous cost on everyone paying for this system?

I'm sure these questions have been posed and solved already because we have it in Brazil and while the judiciary is absurdly expensive here, I assure you it isn't because of irrelevant lawsuits (https://www1.folha.uol.com.br/internacional/en/business/2024...). This is a non-issue unless you can prove that this would happen in the US.

Welcome to America. Our legal system is heavily biased towards parties with more resources.

I'm Brazilian but that's not far from happening. If Flavio wins here it's possible that Brazil becomes a version of Puerto Rico but worse, in the form of a neo-colony for exploration of rare earths.

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