Letter to shareholders

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Pinchy said:
Addendum.

I should add that is a simple ‘law of contract’ analysis. This is, self-evidently, not a simple case. Parties to a commercial contract at arm’s length and with equality of arms, can agree just about what they want. So a clause saying one party must sell and deliver something if the other renders an agreed consideration will generally be upheld. In a sense it is a contract within a contract.

As I say, the courts are loath to interfere in business agreements unless necessary to give them ‘business efficacy’ [the Moorcock case, 1889 as it happens!]. The court’s job will be to interpret the contract, aided by decades of precedent, not to vary it. However each contract is a piece of new law and the parties will be held to what they’ve agreed not what they think or thought they’d agreed. Their intentions will be deduced from the document itself, not what they now say about it. Again this is over-simplified and doesn’t address, for example, the issues of deceit or fraudulent misrepresentation. As Revolution rightly said, and I paraphrase, that’s why we have the High Court...

Ask me one about robbery... :)
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Thanks for that.
 

Sean Thornton said:
Question for Pinchy

KMc offers to buy the Princes shares for £5m. The Prince in turn says no, I'll buy yours. As there is no acceptance of Kevin's offer, does that mean that the offer is now off the table?
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I haven't looked to see if the great man has replied, but this sort of has a bit of an interesting twist. If SUL makes the offer under the original agreement terms but then finds that the party to whom they have made the offer (UBT) is incapable of proceeding in line with the original agreement as it does not then have the capacity due to a disposition of shares, then can it be claimed that UTB is incapable of exercising its rights to specific performance as its shareholding and ownership structure is fundamentally different to that which the agreement was based upon. It possibly comes back to whether that was a deliberate inducement to make an offer that could not be achieved within the terms of the agreement.

FM Blade is going to love reporting on this one.
 
Sean Thornton said:
Thanks SBB. How is this affected by the offer originally being for ALL 50% of UTBs shares when HRH "knew" he didn't have 50% to sell. The offer was for something that wasn't available, which McCabe didn't know.

Why would those terms apply when McCabe couldn't buy enough shares to gain control? HRH appears to have made on offer for 50^. Something McCabe couldn't achieve as it turned out.
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See my response. (I hope)
 
Sean Thornton said:
Thanks for that.
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Yes, I appreciate it doesn’t take matters much further but I haven’t read any skeleton arguments, only the judgement. We mustn’t forget that this was a judgement on application for injunctive relief pending trial. That is a very demanding test as set out in the judgement itself and, as I think is generally understood on here, not a guidepost as to the trial proper.

As with any civil litigation, it’s safe to say it would be much better, quicker and cheaper if the parties settled it themselves, but that’s not always possible...
 
Pinchy said:
Addendum.

I should add that is a simple ‘law of contract’ analysis. This is, self-evidently, not a simple case. Parties to a commercial contract at arm’s length and with equality of arms, can agree just about what they want. So a clause saying one party must sell and deliver something if the other renders an agreed consideration will generally be upheld. In a sense it is a contract within a contract.

As I say, the courts are loath to interfere in business agreements unless necessary to give them ‘business efficacy’ [the Moorcock case, 1889 as it happens!]. The court’s job will be to interpret the contract, aided by decades of precedent, not to vary it. However each contract is a piece of new law and the parties will be held to what they’ve agreed not what they think or thought they’d agreed. Their intentions will be deduced from the document itself, not what they now say about it. Again this is over-simplified and doesn’t address, for example, the issues of deceit or fraudulent misrepresentation. As Revolution rightly said, and I paraphrase, that’s why we have the High Court...

Ask me one about robbery... :)
Click to expand...

Come on Pinchy . That's the easy way out. I'll stick to robbery (or realistically major fraud) You know more about equity and trusts than most. The Skellys have been published. Whose gonna win!?
 
Snowman said:
Come on Pinchy . That's the easy way out. I'll stick to robbery (or realistically major fraud) You know more about equity and trusts than most. The Skellys have been published. Whose gonna win!?
Click to expand...

Pay me what the Chancery silks are getting!....

I’ll have a read of the skeletons when I have a minute. I’m rather pre-occupied with human trafficking and modern slavery at the moment...
 
Pinchy said:
Pay me what the Chancery silks are getting!....

I’ll have a read of the skeletons when I have a minute. I’m rather pre-occupied with human trafficking and modern slavery at the moment...
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Nice!
 
SandyMcBlade said:
And, where does HRH buying a club in Belgium was it, fit into all this ?
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That's one that's had me wondering.

Might make no difference whatsoever but can't help wonder if this has got some backs up.
 
Davalon said:
That's one that's had me wondering.

Might make no difference whatsoever but can't help wonder if this has got some backs up.
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Dunno, but I think its a different ownership model or profit model he is looking at. I may be completely wrong, but I always saw the Prince as following the idea of ownership of players or utilisation of agency for his own advantage rather than for our club. If he owned a foreign club which could acquire the registrations of foreign players or via that club could control the agency, then he would be able to offer SUFC his assets via that Belgian club and take advantage as an agent on the sale or loan to us. He's not working for the benefit of SUFC, he's working for his own benefit, unless he unearths a Lukaku in which case there is mutual benefit.
 
Pinchy said:
Pay me what the Chancery silks are getting!....

I’ll have a read of the skeletons when I have a minute. I’m rather pre-occupied with human trafficking and modern slavery at the moment...
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Seems a rather immoral way to earn a living to me. Certainly nothing to boast about.

All kinds of people on this forum!
 
Pinchy said:
Pay me what the Chancery silks are getting!....

I’ll have a read of the skeletons when I have a minute. I’m rather pre-occupied with human trafficking and modern slavery at the moment...
Click to expand...
You know you’re not allowed to lock the servants up these days?
 

Well Bettis is no longer a director of BL but a Mr John Burnley is.
 
South Bucks said:
I'm not legal and guess the legal eagles are all over it but the rules on "People with Significant Control (PSC's)" changed in the past year requiring the register to be a "live" document and 14 days notice of a change yet there's nothing in the CH filing history. Maybe some scope to make the "maneuver" invalid. https://www.informdirect.co.uk/company-records/psc-register-what-must-a-company-do/
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The BL PSC was notified on the 2017 confirmation statement. The CS for Sufc for 2017 isn't available to view on line. I'd guess the notification would be on that.
 
Sean Thornton said:
The BL PSC was notified on the 2017 confirmation statement. The CS for Sufc for 2017 isn't available to view on line. I'd guess the notification would be on that.
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Point taken although the last confirmation statement for BL was on 18/07/17 and a lot of funny business has happened since when it would appear new reporting rules apply, and they have to report a change of PSC with 14 days, unless they all opted to keep stuff secret away from CH.
Mr Invisible is no longer a PSC if judged only on a 10% share holding and covertly was not at the time of the original actions, maybe he can claim PSC by the other definitions, but am thinking an option to offer to buy remaining shares is only valid against a declared PSC, not a secretive organ grinders monkey with 10%.
Clutching at straws maybe but something that resolves stuff one way or the other sooner rather than later might be in the clubs best interest, and ours...
 
South Bucks said:
Point taken although the last confirmation statement for BL was on 18/07/17 and a lot of funny business has happened since when it would appear new reporting rules apply, and they have to report a change of PSC with 14 days, unless they all opted to keep stuff secret away from CH.
Mr Invisible is no longer a PSC if judged only on a 10% share holding and covertly was not at the time of the original actions, maybe he can claim PSC by the other definitions, but am thinking an option to offer to buy remaining shares is only valid against a declared PSC, not a secretive organ grinders monkey with 10%.
Clutching at straws maybe but something that resolves stuff one way or the other sooner rather than later might be in the clubs best interest, and ours...
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UTB cannot be a PSC as it's not UK Registered. Which is why I assume it's just Sheffield United Ltd on the CS.
 
Just read the case notes. Jesus.... That's an hour of my life I won't get back.

I'm not going to pretend to understand much of it.

My overiding concern, and it was even before it all kicked off, is that I can count on one hand the amount of times Prince Abdullah's feet have trodden Sheffield soil in the last 5 years.

That says just as much to me as 250 pages of waffly legal prose.
 
Snowman said:
Come on Pinchy . That's the easy way out. I'll stick to robbery (or realistically major fraud) You know more about equity and trusts than most. The Skellys have been published. Whose gonna win!?
Click to expand...

What do you think by the way? You clearly know your way round this and have read stuff that I have not.

Always ready to practice what I preach. Listen and learn...
 
Pinchy said:
What do you think by the way? You clearly know your way round this and have read stuff that I have not.

Always ready to practice what I preach. Listen and learn...
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I wish! If I was at this level I would have retired fifteen years ago rather than be in the UK on a forum.

I think that I don't have the skill and experience to deal with this stuff which is why I don't, though I understand the concepts. I understood, perhaps wrongly, that it was more your line than mine. ( I think it was the post with I love equites and trusts that must have fooled me).

Whilst I fancy having a chat with some people in London closer to the action, it wouldn't achieve a great deal. At the end of the day, you're right. There's no point in getting wound up or speculating. There are a lot of people being paid a lot of money to get it right and the speculation on a forum will do nothing to assist or enhance that.

Nicely turned back on me by the way. :p
 
Snowman said:
I wish! If I was at this level I would have retired fifteen years ago rather than be in the UK on a forum.

I think that I don't have the skill and experience to deal with this stuff which is why I don't, though I understand the concepts. I understood, perhaps wrongly, that it was more your line than mine. ( I think it was the post with I love equites and trusts that must have fooled me).

Whilst I fancy having a chat with some people in London closer to the action, it wouldn't achieve a great deal. At the end of the day, you're right. There's no point in getting wound up or speculating. There are a lot of people being paid a lot of money to get it right and the speculation on a forum will do nothing to assist or enhance that.

Nicely turned back on me by the way. :p
Click to expand...

Crime is my specialist subject. I am qualified to practise in Equity and Trusts and have a weird fascination for that area of law (most lawyers run several miles from the so-called Rule against Perpetuities - it’s actualy the Rule against Remoteness of Vesting - and quake at the thought of a half-secret trust). However I haven’t so practised for 27 years and would not advise on trust law without extensive CPD. That said, I see no trust law in the case but rather Company Law with a few idiosyncrasies.

Specific Performance of course is a creature of equity, unknown to the common law, and as such will only be awarded where the matter at issue cannot be resolved by monetary damages. I’m certain both parties will seek damages, at least in the alternative to SP.

I will get round to reading the skeletons, but there are 10,000+ pages of evidence of more urgent concern...not all in English.

I was turning it back, but with a genuine interest in what you thought. :)
 
Pinchy said:
Crime is my specialist subject. I am qualified to practise in Equity and Trusts and have a weird fascination for that area of law (most lawyers run several miles from the so-called Rule against Perpetuities - it’s actualy the Rule against Remoteness of Vesting - and quake at the thought of a half-secret trust). However I haven’t so practised for 27 years and would not advise on trust law without extensive CPD. That said, I see no trust law in the case but rather Company Law with a few idiosyncrasies.

Specific Performance of course is a creature of equity, unknown to the common law, and as such will only be awarded where the matter at issue cannot be resolved by monetary damages. I’m certain both parties will seek damages, at least in the alternative to SP.

I will get round to reading the skeletons, but there are 10,000+ pages of evidence of more urgent concern...not all in English.

I was turning it back, but with a genuine interest in what you thought. :)
Click to expand...

Contracted VHCC?
 

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