United States District Court, D. Colorado
ORDER GRANTING IN PART AND DENYING IN PART SEC'S
REVISED MOTION FOR SUMMARY JUDGMENT
WILLIAM J. MARTINEZ UNITED STATES DISTRICT JUDGE.
This is
a securities fraud case that Plaintiff Securities and
Exchange Commission (“SEC”) has brought against
Taj “Jerry” Mahabub (“Mahabub”) and
the company he founded, GenAudio, Inc.
(“GenAudio”) (together,
“Defendants”). The SEC asserts various theories
of liability under the Securities Act of 1933
(“Securities Act”), 15 U.S.C. §§ 77a
et seq., and the Securities Exchange Act of 1934
(“Exchange Act”), 15 U.S.C. §§ 78a
et seq.
Currently
pending before the Court is the SEC's Revised Motion for
Summary Judgment. (ECF No. 84.) The SEC requests judgment as
a matter of law on all of its causes of action, leaving only
remedies for further consideration. (Id. at 8 &
n.1.)[1]GenAudio and Mahabub, represented
separately, each filed responses (ECF Nos. 89, 90), and the
SEC filed a combined reply (ECF No. 91).
For the
reasons explained below, the Court finds that a subset of
facts-more limited than the set of facts proffered by the
SEC-entitles the SEC to summary judgment on its claims
brought under Securities Act § 17(a)(2) and Rule
10b-5(b). The SEC is also entitled to summary judgment on its
claim for sale of unregistered securities under Securities
Act § 5(a) and (c). Beyond that, judgment as a matter of
law is not appropriate on this record. The Court will order
the SEC to file a status report regarding whether a trial on
liability is needed, or whether the foregoing is enough to
support the remedies the SEC intends to seek.
I.
LEGAL STANDARD
Summary
judgment is warranted under Federal Rule of Civil Procedure
56 “if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed.R.Civ.P. 56(a);
see also Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 248-50 (1986). A fact is “material” if,
under the relevant substantive law, it is essential to proper
disposition of the claim. Wright v. Abbott Labs.,
Inc., 259 F.3d 1226, 1231-32 (10th Cir. 2001). An issue
is “genuine” if the evidence is such that it
might lead a reasonable trier of fact to return a verdict for
the nonmoving party. Allen v. Muskogee, 119 F.3d
837, 839 (10th Cir. 1997).
In
analyzing a motion for summary judgment, a court must view
the evidence and all reasonable inferences therefrom in the
light most favorable to the nonmoving party. Adler v.
Wal-Mart Stores, Inc., 144 F.3d 664, 670 (10th Cir.
1998) (citing Matsushita Elec. Indus. Co., Ltd. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986)). In addition, the
Court must resolve factual ambiguities against the moving
party, thus favoring the right to a trial. See Houston v.
Nat'l Gen. Ins. Co., 817 F.2d 83, 85 (10th Cir.
1987).
II.
FACTS
The
following facts are undisputed unless attributed to a party
or otherwise noted.
A.
GenAudio & Mahabub
GenAudio
is a Colorado corporation headquartered in Centennial,
Colorado. (ECF No. 84 at 9, ¶ 1.) “[I]t engages in
the development and marketing of software that creates
three-dimensional audio, which it calls
‘AstoundSound.'” (Id.)
Mahabub
founded GenAudio, served as its CEO and its Chairman of the
Board from 2009 to 2012. (Id. ¶ 3.)
“Between November 2009 and April 2012, Mahabub had the
right to vote a majority of GenAudio's securities and
controlled GenAudio's Board.” (Id. ¶
4.)
During
the same timeframe (2009 to 2012), GenAudio primarily
financed itself through selling debt and equity securities in
private offerings, but it was nonetheless “consistently
insufficiently funded.” (Id. at 10,
¶¶ 9-10.) GenAudio had an employee, Jim Wei-Kung
Mattos, who spent most of his time trying to raise money for
the company. (Id. ¶ 6.)
B.
Communications About Apple from July 2009-March 2010
1.
The Beginnings of the Apple Relationship This case
centers around Mahabub's attempts to secure a deal with
Apple, Inc., to integrate AstoundSound into Apple products.
GenAudio began discussing AstoundSound with Apple in late
2006. (ECF No. 89 at 16, ¶ 108.) The relationship
between GenAudio and Apple over the next two-and-a-half years
is unclear. However, on July 1, 2009, Mahabub executed
Apple's standard non-disclosure agreement
(“NDA”) on behalf of GenAudio. (ECF No. 84 at 12,
¶ 19.)
Mahabub's
primary point of contact at Apple was Victor Tiscareno, a
senior audio and acoustic engineer. (Id. ¶ 17.)
Mahabub also met and communicated with Michael Hailey, a
product market manager for the iPod, iPhone, and iPad product
lines; and Ronald Isaac, a “signal processing engineer
and acoustician technologist.” (Id. ¶
18.) Tiscareno was Mahabub's point of contact with the
iPhone/iPod/iPad division, and Isaac was Mahabub's point
of contact with the Mac division. (ECF No. 89 at 20, ¶
124.)
2.
The First Wave of Altered E-Mails
Between
August 2009 and February 2010, Mahabub forwarded several of
his e-mails to or from his Apple contacts (mostly Tiscareno)
to a group the parties refer to as the “GenAudio Team,
” meaning “GenAudio's employees, contractors,
and Board.” (ECF No. 84 at 10, ¶ 12.) Mahabub
altered the forwarded versions of these e-mails. (See
generally ECF No. 84-92.) These alterations generally
conveyed the impression, or claimed outright, that:
• Mahabub had met with Phil Schiller, Apple's senior
vice president of worldwide marketing, and Tim Cook, then
Apple's chief operating officer;
• Apple's then-CEO Steve Jobs was being apprised of
the GenAudio discussions;
• Mahabub was scheduled to meet with Jobs personally;
• progress toward a deal with Apple had generally been
swift; and
• Schiller was targeting a late 2010 rollout of
GenAudio-enhanced Apple products.
(Id.; ECF No. 84 at 13-14, ¶¶ 24-25,
30-31, 33.) In truth, Mahabub had not met with- and never
would meet with-Jobs, Cook, or Schiller, and Apple employees
never brought GenAudio to Jobs's attention. (Id.
¶¶ 26, 32, 34-35.)
As will
be seen below, forwarding altered e-mails to the GenAudio
Team continued to be Mahabub's modus operandi in
coming months and years. Mahabub suggests he made these
alterations only to maintain morale among GenAudio's
overworked and inconsistently paid employees, not as a means
of encouraging investment. (ECF No. 89 at 4; ECF No. 90 at 9,
¶¶ 212-13.)
3.
Other Events Coinciding with the Altered E-Mails
Other
events potentially material to this case occurred in this
same timeframe as the first set of altered e-mails (August
2009 through February 2010). On September 25, 2009, Mahabub
told the GenAudio Board that a deal with Apple was
“highly probable.” (ECF No. 84 at 13, ¶ 27.)
On November 9, 2009, Mattos (GenAudio's full-time
fundraiser) sent an e-mail, authored and signed by Mahabub,
to GenAudio's investors, informing them that
“nothing is assured yet, but as shareholders you should
be aware that there is a strong possibility that the Company
may be acquired within the next 6 months in light of our
extensive discussions with a global industry leader in
consumer electronics.” (ECF No. 84-35 at 3.) He
requested that investors “[p]lease continue to tell
people about our Company and direct[] them to our
website.” (Id.) A few days later, a recipient
of this e-mail named Donaghue replied to Mattos with a
“list of investors, ” and each of the listed
investors purchased GenAudio shares soon afterward. (ECF No.
84 at 16, ¶¶ 38-39.)[2]
Around
this same time, Mahabub began selling his personal GenAudio
shares to investors. (Id. at 17, ¶
44.)[3]
The sales continued through April 2012. (Id. ¶
45.) No. registration statement was filed or in effect for
these sales. (Id. at 18, ¶ 47.)
On
November 28, 2009, Mahabub sent Apple employees Tiscareno and
Hailey a lengthy e-mail attempting to ingratiate himself to
them, extolling the potential for an Apple-GenAudio
partnership, suggesting that Apple's IP lawyers begin
examining GenAudio's patents, and stating that “we
hope Apple becomes happy with us once the deal is inked and
the initial products from Apple incorporating AstoundSound .
. . are brought to market.” (ECF No. 84-44 at 3-10.)
Hailey (the iPod/iPhone/iPad product market manager)
responded on December 16, 2009, that “[w]e're
making progress and building our story, but this is not
something we can execute overnight. The business side of
things would come into play after we have exec buy-in on the
product side.” (Id. at 3.) This response
caused Mahabub to focus intensely on “exec
buy-in.” (ECF No. 89 at 24, ¶ 142.) In a follow-up
e-mail, he asked if Hailey had “any idea as to when the
exec buy-in might take place.” (ECF No. 84-44 at 2.) It
is not clear if Hailey responded to that e-mail. However, on
January 5, 2010, Hailey responded to a separate e-mail from
Mahabub. (ECF No. 84-45 at 2-3.) Hailey wrote that Apple was
“pretty serious about looking at audio quality across
the board and this will take time-definitely more than a
couple of months.” (Id. at 3.)
4.
The 2010 Offering
Mahabub
recalls a conversation with Tiscareno in February 2010 or
thereabouts, in which Tiscareno said something to the effect
that he and Hailey were “confident” that they
could get AstoundSound integration “okayed by the big
man if [they played their] cards right.” (ECF No. 89 at
27, ¶ 159.) Whether Tiscareno recalls this conversation
is not clear, but Tiscareno testified at his deposition that
if he used the term “big man, ” it was usually a
reference to Jobs. (Id. at 26, ¶ 154.)
Tiscareno's
alleged “big man” remark became the basis of
alterations Mahabub made to a February 12, 2010 e-mail that
he forwarded to GenAudio's board that same day.
(See ECF No. 84 at 18, ¶ 50.) The original
e-mail was simply about whether Mahabub had considered
testing GenAudio's technology in the newest iPad model.
(See ECF No. 84-47 at 2.) Mahabub added to that
e-mail several sentences, including one in which Tiscareno
purports to say that he and Hailey “are both confident
that we can get this ok'd by the big man if we play our
cards right.” (ECF No. 84-46 at 3.) Mahabub also put
into Tiscareno's mouth a mention of “the project
Phil [Schiller] discussed for Christmas product rollout with
you.” (Id.) Finally, in Mahabub's
commentary on Tiscareno's alleged statements, he told the
GenAudio board that he had a “[g]reat meeting with Phil
Schiller yesterday” who was targeting a
“Christmas rollout” and had also “requested
to see a copy of the [GenAudio] valuation report ASAP.”
(Id. at 2.)
Later
the same day, February 12, 2010, GenAudio held a board
meeting. (ECF No. 84 at 18, ¶ 51.) After a
“summary of the discussions with Apple, ” the
board agreed that GenAudio should prepare a new stock
offering and directed Mahabub to prepare a draft private
placement memorandum for the board's review.
(Id.) The board formally approved the offering on
March 5, 2010 (“2010 Offering”). (Id. at
19, ¶ 52.)
On
March 10, 2010, Mahabub e-mailed fifteen GenAudio
shareholders the company valuation report, announcing that
GenAudio would include that report in the 2010 Offering
materials and that the 2010 Offering would “go live on
March 15, 2010.” (Id. ¶ 53.) He then gave
these investors an opportunity, ahead of the formal offering,
to buy up to 250, 000 of his own GenAudio shares at fifty
cents per share. (Id.)[4] And he went on to state that
GenAudio was “starting to discuss the business side
with the LCEC [i.e., Large Consumer Electronics
Company], and I expect to have a very substantial license
deal in place for their Christmas Product Rollout.”
(ECF No. 84-50 at 4.) GenAudio's investors generally
understood that “LCEC” referred to Apple. (ECF
No. 84 at 16, ¶ 41.)
As
promised in Mahabub's e-mail, the 2010 Offering commenced
on March 15, 2010. (Id. at 19, ¶ 54.) It lasted
through August 31, 2010. (Id.) GenAudio did not file
a registration statement for the 2010 Offering, nor did it
provide an audited balance sheet to potential investors.
(Id. ¶ 55; id. at 22, ¶ 69.) The
solicitation included a private placement memorandum (ECF No.
84-3) with a cover letter dated March 15, 2010 and signed by
Mahabub (ECF No. 84-52). This letter was specifically
directed to current GenAudio shareholders “to keep
[them] apprised of current developments.” (Id.
at 2.) Mahabub represented, among other things, that the 2010
Offering was
being conducted to provide bridge capital until we can
“ink” a deal with a large consumer electronics
company (referred to as the “LCEC” throughout the
[private placement memorandum]) with whom we have had over 15
meetings with marketing and technical management, and will
start the actual embedded level integration process within
the next 30 days.
(Id.)
5.
Fundraising Exhortations & More Altered E-Mails
On
March 18, 2010, Mahabub e-mailed the GenAudio Team to explain
the current state of company finances, and attached the 2010
Offering cover letter. (Id. at 22, ¶ 73; ECF
No. 84-9 at 2-4.) The e-mail included an exhortation that it
was “[t]ime to go back into fund raising mode, and if
any of you feel like helping out with this effort, I would
certainly appreciate it. It's not like you are doing your
friends and family a bad thing by getting them into GenAudio
at this stage in the game.” (Id. at 4.) The
following day, Mahabub forwarded that e-mail again to the
GenAudio Team, adding some additional information, and
further stating,
Time to get some $$$ and drive the business side of our
company through the roof! * * * And someone would not want to
invest at this stage in the game, or increase there
[sic] shareholder position because why? There is no
answer to this question, however, in order to truly get to
where this ship needs to go, we need to stop for a moment and
re-fuel.
(Id. at 2.)
On
March 21, 2010, Mahabub sent an e-mail to Tiscareno, Hailey,
and Isaac, stating that he would soon be sending them certain
software that would permit Apple engineers to test
AstoundSound as an embedded part of certain Apple products.
(ECF No. 84-92 at 7.) Later that same day, Mahabub forwarded
an altered version of that e-mail to the GenAudio Team.
(Id.) Specifically, Mahabub altered the
“To:” line to make it appear that the e-mail had
been sent to Schiller and other important Apple executives.
(Id.) Mahabub also added a paragraph to make it
appear that his e-mail had not simply announced his intent to
send the software, but that it was actually in response to
Apple's request for the software in light of specific
business plans to incorporate AstoundSound into Apple's
products, and that Mahabub had continued to communicate
directly with Schiller:
This [software transmittal] will be right in time for you to
start the embedded level integration process as we discussed
on our last conference call and will keep everything on
schedule with what Phil [Schiller] is hoping for-a fall
product rollout. I will be available anytime on Tuesday for a
conference call to go over the [software development kit],
and I believe Phil and Michael [Hailey] wanted to follow up
and go over a few things with us on the marketing side in
terms of the actual application integrations for Quick[T]ime,
[i]Tunes, DVD Player among others...Just let me know when you
are all available.
(Id. (ellipses in original).)
C.
Communications About the “Exec Buy-In” Meeting
(April-May 2010)
1.
Learning of the Meeting
According
to the SEC, Mahabub learned in early April 2010 of an
important upcoming “internal meeting at Apple regarding
GenAudio's technology.” (ECF No. 84 at 23, ¶
76.) Mahabub partly disputes this, claiming that he knew
“long before” April 2010 that such a meeting had
been scheduled, and that he and Tiscareno had worked
“in late 2009” on the “demos to be used at
that meeting.” (ECF No. 89 at 12, ¶ 76.) In any
event, this was the meeting where Mahabub's coveted
“buy-in” from an Apple “exec” would
be decided. (Id. at 25, ¶ 150.) If an executive
“did not give a ‘green light' to continue
with GenAudio, then discussions between GenAudio and
Apple's iPhone/iPod/iPad division . . . would end.”
(Id. ¶ 151.) Mahabub understood this.
(Id. at 26, ¶ 140.)
2.
“Jobs” vs. “Joz”
The SEC
claims that none of Mahabub's Apple contacts told him the
upcoming demonstration meeting would include Steve Jobs. (ECF
No. 84 at 23, ¶ 77.) Mahabub claims, however, that he
reasonably came to believe that Jobs would attend.
Specifically, in the run-up to the meeting, Mahabub and
Tiscareno had discussions about preparing the demonstration
for “the executive” or “the exec.”
(ECF No. 89 at 26, ¶ 155.) Moreover, Mahabub claims that
Tiscareno and Hailey told him over the phone that the meeting
would be with “Jobs, ” when in fact-if they named
the executive at all-they probably said that the meeting
would be with “Joz.” (Id. at 26-27,
¶¶ 156-57.) “Joz” (pronounced
“jaws”) is the nickname for Greg Joswiak, who was
then “the Vice President of iPod/iPhone in the
Marketing Department, [and was] among the most senior
executives at Apple.” (Id. at 25, ¶¶
148-49.) But Mahabub had never heard of Joswiak and was never
told that someone by that name would attend the meeting.
(Id. at 27, ¶ 158.) Thus, he asserts, he
reasonably understood Hailey and/or Tiscareno to be saying
that “Jobs, ” not “Joz, ” would
attend. (Id. at 27, ¶ 157.)
3.
Altered E-Mails and Other Statements About the
Anticipated Meeting
On
April 7, 2010-still in the run-up to the “exec
buy-in” meeting-Tiscareno e-mailed Mahabub about
delivery of certain demonstration hardware, concluding with,
“No rush at the moment. I don't have a meeting date
or time yet.” (ECF No. 84-73 at 2.) Mahabub responded,
and then forwarded an altered version of his response and
Tiscareno's trailing e-mail to the GenAudio Team. (ECF
No. 84-57.) Among other things, Mahabub removed from
Tiscareno's e-mail the portion about not having a meeting
date or time, and inserted the sentence, “Phil
[Schiller] let us know earlier that this [meeting] might be
postponed until early next week. Apparently Steve [Jobs] is
planning on going out of town with his family for the
weekend.” (Id. at 3.) To his own response,
Mahabub added that the fabricated postponement “might
be better given that Steve will be relaxed from having a
weekend getaway with his family. Perhaps this is why Phil is
rescheduling for next week. He did say [that whether Jobs is
relaxed] was a very important factor . . . .”
(Id. at 2.)
On
April 30, 2010, while attending a conference for investment
bankers and broker-dealers, Mahabub sent at least one
investor an e-mail announcing that the LCEC was
“looking to acquire GenAudio's tech for integration
into their entire lineup of product offerings . . . and we
are now waiting [for the time] when we will initiate
negotiations, pending the CEO's [approval of] the
integrated product rollout strategy and the technical
implementation strategy that will be presented to the CEO
next week!!!” (ECF No. 84-74 at 5.) The e-mail prompted
the recipient to purchase 5, 000 shares for $15, 000. (ECF
No. 84 at 24, ¶ 80.)[5]
At some
point, Mahabub learned that the specific date of the
“exec buy-in” meeting would be May 6, 2010.
(See ECF No. 89 at 26, ¶¶ 153, 155.) On
May 5, Mahabub e-mailed Tiscareno, offering to fly to Apple
headquarters and attend the meeting, and also offering to
coach Tiscareno on how best to present AstoundSound. (ECF No.
84-71 at 2-3.) Later that day, Tiscareno replied,
Thanks for your offer to help us, but this is not that kind
of demo.
Michael [Hailey] and I are pitching this as a concept, and
our proof of concept is what you developed for us.
I think the demo and the product will speak for itself. Once
we get the go ahead that this is a great idea, then the
questions will be, “[W]ell, what about the other
technologies have we reviewed them? etc[.]” Then we
sort of start over internally to prove that we know what we
are talking about, etc.
We have to get to first base...
(Id. at 2 (ellipses in original).)[6]
On the
morning of May 6, Mahabub sent e-mails to the GenAudio Team
about the meeting scheduled for that day, with statements
suggesting that Schiller and Jobs would attend. (ECF No.
84-75 at 2-3.)
4.
The Meeting Itself & Aftermath
The
“exec buy-in” meeting indeed took place later
that day, but only Tiscareno, Hailey, and Joswiak attended.
(ECF No. 89 at 27, ¶ 160.) At his later deposition,
Hailey described Joswiak's “response” as
follows: “So, I think he agreed that-he agreed that
there was a value and exploring ways to enhance the listening
experience for people using iPods and iPhones. * * * My
recollection was that he saw value in the consumer problem we
were trying to solve.” (ECF No. 89-26 at 6.)
The
record does not show what Tiscareno or Hailey said, if
anything, to Mahabub about the outcome of the May 6 meeting.
However, late in the evening of the same day, Mahabub sent an
e-mail to the GenAudio Team with a purported transcript of a
phone call he had supposedly just had with Tiscareno. (ECF
No. 84-33.) The fact of the phone call and the transcript
were both fabrications. According to the transcript,
Tiscareno reported that “the meeting could not have
gone any better” and that “Steve thought the
technology was so extraordinary, ” but “it will
take a lot of time before you and Apple get to the business
side” because Jobs believed that the upcoming release
of a new operating system version for iPhones and iPads
already had many new features and AstoundSound “is too
good to be rolled into a giant pool of other features. I
believe [Jobs] wants to explode this technology into the
world, and he stated he needs some time to figure out the
plan and when to launch this.” (Id. at 3-4.)
In the meantime, Jobs had “instructed all of us to be
in a no radio period, ” i.e., to cease
discussions with GenAudio as Apple prepared for formal
negotiations. (Id. at 4.)
Following
this fake transcription, Mahabub provided his own commentary,
including a prediction that Apple would take “60 to 90
days, ” “most likely to prepare what I believe
will be a buyout offer.” (Id. at 5.) As for
Jobs, Mahabub stated, “I can't wait to meet him for
our one on one meeting, which according to [Tiscareno] is
still on the radar screen for when we re-open haling
[sic] frequencies with [Apple].”
(Id.)
Mahabub's
e-mail included a mandate that recipients should delete it
after reading it, because “[i]f this ever got out, it
could kill our deal.” (Id. at 3.) However,
Mahabub himself forwarded it to a potential investor named
Dell Skluzak, albeit with another command to delete after
reading. (Id. at 2.) Mahabub says he sent the e-mail
to Skluzak as part of a campaign to persuade him to join the
GenAudio Board, not to invest. (ECF No. 90 at 12,
¶¶ 231-32.) Skluzak had decided to invest in
GenAudio before receiving this e-mail and did not rely on the
e-mail when, later in May 2010, he participated in the 2010
Offering. (Id. at 11, ¶¶ 229-30; ECF No.
84 at 25, ¶ 85.) Rather, according to Skluzak, he had
twice met with Mahabub “sometime in the first four
months of 2010.” (ECF No. 84-37 at 5.) During those
meetings, Mahabub persuaded Skluzak to invest by trumpeting
Steve Jobs's supposed enthusiasm. (Id.) Skluzak
was impressed at Mahabub's “extensive and high
level” interactions with Apple. (Id. at 5-6.)
Skluzak says that the May 6, 2010 fake-transcript e-mail
“affirmed my willingness to purchase [GenAudio shares],
because I still would have had the opportunity to stop the
monetary transaction to purchase those stocks. It just
confirmed that the decision I had made to purchase the stocks
was a good decision.” (Id. at 8.)
As for
what Mahabub actually learned about the May 6, 2010
meeting with “Jobs”/“Joz, ” the
record reveals nothing. Mahabub claims he assumed that the
“critical ‘green light'” must have been
given because no one at Apple told him otherwise, and because
“substantive work” with Tiscareno and other Apple
engineers continued after that date. (ECF No. 89 at 27-29,
¶¶ 162, 164-65.)
D.
Communications About Apple from May-December 2010
1.
Altered E-Mails and other Claims During the “No
Radio” Period
Soon
after May 6, 2010, GenAudio created an investor video
presentation featuring Mahabub saying, among other things,
“as of a couple of days ago . . . the CEO of the LCEC
finally met with senior marketing and technical management
and we have the green light to move forward.” (ECF No.
84-76 at 55.) Mahabub also encouraged investors to review the
2010 Offering materials. (Id. at 55-56.) On June 2,
2010, Mattos e-mailed to potential investors a link to the
video. (ECF No. 84-54.)
2.
Alleged Resumption of Negotiations & False Claims
About Steve Jobs
On July
2, 2010, Mahabub and Tiscareno had an e-mail exchange to set
up a July 7 meeting between them and two others on
Tiscareno's “team, ” including Andrew Bright,
a Ph.D. in acoustics. (ECF No. 84-78 at 2.) Mahabub then
forwarded this e-mail to the GenAudio Team, announcing that
“[t]he quiet period has ended” and that
“Steve [Jobs] and his team are getting serious about
the real core of the technology.” (ECF No. 84-77 at 3.)
Thus, Jobs had requested that “his big phd
[sic] in acoustic [sic] report back to
him.” (Id. at 2-3.) To back up these
fabrications, Mahabub altered Tiscareno's e-mail to state
that the meeting with Bright was ...