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waiting for Napster’s board to sort out a dispute over merchandising rights for three months.

It all went back to Napster’s infancy, when John Fanning’s neighbor, marketing executive Tom Carmody, was seeking more compensation for the help he was giving Napster. Fanning gave him permission to sell Napster shirts on his own, keeping some of the profits and giving the rest to Napster either immediately or after it felt legally safe in collecting it. When Richardson learned about the deal, she asked Carmody to submit a plan. Richardson said she got no details back from Carmody and so had nothing to take to the board for a vote. Brooks shared Shawn’s frustration. “I am and have been waiting on a decision from the board as to what ownership Tom Carmody has of our merchandising rights,” Brooks wrote him. “Tom is ready to go, and I am also prepared to do an outside deal with someone other than Tom, but this needs to be cleared up.” Despite Richardson’s claim that Carmody had given her nothing to review, a draft licensing agreement did emerge from Napster’s files during litigation, where it remained out of public view. (Richardson said in her deposition that she had never seen it.) That agreement, which Napster never signed, appears to conform to the informal arrangement Carmody said he had with Fanning. Without any payment from Carmody, it said Napster would give his firm, Summit International, licensing rights in exchange for royalties equaling 20 percent of the revenue from goods sold through Napster’s website and 10 percent of the revenue from goods sold elsewhere.

In May, Shawn sent Richardson, Brooks, and Barber yet another message, forwarding along a T-shirt request from someone he admired. “I deal with this ALLLLL DAY. Many of these people are talented engineers at big companies,” Shawn wrote. “I understand that therez lots of shit going on, but what’s the plan?” Brooks replied: “I have Tom Carmody coming up on Wednesday to show me designs, ideas and deal structures. BUT—I still need to know what our status is w/regard to his rights—and that is not my decision!!!!! I wish it were!!!!!!!! How can we move ahead when there is an outside entity claiming the commercial rights to our merchandise, and half the board supports him?”

While he knew that Carmody might have some right to sell mer-