Bristol Technology

~ the goodbye ~

One dollar is the number this company is remembered for, and it is a real figure from a real verdict. Before that there was a software business in Ridgefield and then Danbury, Connecticut, started in January 1991 with a hundred thousand dollars from insiders and owned, as the court record puts it, primarily by the Blackwell family. Its product was called Wind/U.

Wind/U did something that sounds impossible stated plainly: it implemented the Windows API on operating systems that were not Windows. A company with a Windows application and customers running UNIX could compile the same source against Wind/U and ship the result on the UNIX machine. That business existed because Microsoft had a program for it. The WISE agreement Bristol executed on 21 September 1994 licensed it the source code of Windows 3.1 and Windows NT 3.5, with a three-year term and royalties on anything it kept using afterward. Revenue grew from a $500,000 base in 1992 at roughly 70 percent a year, with over a thousand corporate customers.

The contract expired on 21 September 1997, and the renewal Microsoft offered covered only a subset of the code. Bristol said the subset was not enough to keep making Wind/U. After months of argument it sued, in August 1998, in a fourteen count complaint alleging federal and state antitrust violations along with unfair and deceptive practice under Connecticut law.

~ the chronicle ~

~ the license that went away ~

The dispute has a detail in it that explains everything else. The 1994 agreement defined what Bristol was entitled to as Windows and NT releases with a three to the left of the decimal point. Then Microsoft shipped Windows NT 4, and argued that the contract did not reach it. A compatibility product has to follow whatever the platform does next, and this one had been handed a license with a version number written into its definitions.

Bristol's theory was broader than the contract: that Microsoft had kept the compatibility vendors supplied while UNIX was still a threat to Windows NT in the server room, and withdrew the supply once that fight was effectively over. The Justice Department was running its own Microsoft case in a different court during those months, and that is why a dispute between a Danbury firm and Redmond got read nationally.

~ the one dollar ~

Jury selection was held on 20 May 1999 and evidence began two weeks later. The verdict came back on 16 July and it went against Bristol on nearly everything. The jury found that Bristol had failed to prove its relevant market on each of the antitrust claims, which killed those outright, and it declined to find that Microsoft had committed an unfair act or practice under the Connecticut statute. What it did find was a deceptive act or practice that had caused Bristol an ascertainable loss. For that it awarded nominal damages of one dollar.

The judge, Janet Hall, was not finished. Bristol's post-trial motions for a permanent injunction and for punitive damages were both granted, the punitive award coming to one million dollars, and the court separately ruled on attorneys' fees under the state statute, reported at $3.7 million. In February 2001 the two sides settled on terms nobody published.

The hardest part is in a trade report dated 9 August 1999. Less than a month after losing, Bristol signed the contract it had spent a year litigating against, because the alternative was going out of business. Keith Blackwell told ComputerWire the company would keep developing Wind/U as best it could on the partial source code, and that the restricted access ended its planned OEM deals for good. The same piece notes why the jury may have been unmoved: Mainsoft, its main competitor in the same business, had already signed the identical terms and said publicly they made no difference at all to its own operations.

~ what hp wanted ~

What Bristol did next was unrelated to all of it. The company built TransactionVision, which tracked a single electronic transaction across a tangle of unrelated systems without having to be wired into any of them, and raised $9.1 million in 2003 to push it. An analytics subsidiary, Kenosia, was sold in 2005.

Hewlett-Packard bought the company in February 2007. HP's own quarterly filing for that period says it completed the acquisitions of Bitfone and Bristol Technology that month, puts Bristol inside the OpenView business, and gives the reasoning in a clause: Bristol's work complemented Mercury's software, Mercury being the company HP had bought the year before. Wikipedia dates the purchase to March 2007 and cites nothing for it. Wind/U appears nowhere in the filing. The product somebody once took to federal court was not worth a sentence in the paperwork that ended its company.

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