ESI 1 v ESI 2 - Initial Hearing 01-02/09/2020, Court of Appeal 17/09/2020 (p127)

Scratchingvalleycat

aliwibble said:

Airman Brown said:

Leaving aside what a court might make of it, under the interim injunction, ESI can’t sell CAFC in my opinion because it would retain obligations to Duchatelet without control of the entity that triggers them, for example status payments, tenancy and the famous guarantee. I believe the deal would have been put together by Teacher Stern in that way precisely to stop ESI moving CAFC Limited out of its purview to avoid the obligations. Moreover debt - or something at any rate - is secured by a charge in favour of RD over CAFC Limited, not ESI.

On the other hand everything about the Panorama-Lex Dominus contract appears to be a shambles. The EFL and the parties interpret its meaning differently (and the same party differently when it suits it), it references the share capital of CAFC Limited rather than ESI, it is incomplete. It seems likely it would fall apart in any trial but the trial isn’t the point. The injunction is.

Now that the steam has stopped coming out of my ears, going back to the open letter, it definitely looks like Elliott is under the impression he's just buying the club from ESI, not buying ESI itself:

It is my argument, and that of the barrister that drafted it, that we have a legally binding agreement that only permits my company, Lex Dominus, to acquire Charlton Athletic Football Club from ESI.

Doesn't that mean all those issues that @Airman Brown outlines up there about why ESI can't sell the club to subvert the injunction, also apply to the sale agreement he thinks he has, at any time, injunction or not? Has he been an idiot and not understood what he's trying to buy, or tried to pull a fast one and instead accidentally brought Roland into the scope of the case because the sale affects those agreements? Or do those obligations fall on ESI as the selling party?

Why is this all soo bloody complicated?

I am with Airman on this and if Elliott had any idea of what he was talking about he would know that he is trying to buy  ESI from Panorama Magic and drag along Southall. This is a reflection of the corporate competence of the individual or at least the PR company that was used to write the letter!

ANother reason why Panorama would not want to sell CAFC Limited  out of ESI is that it would open up another route for  Southall who would dclaim that the action prejudiced his minority shareholding and could seek reparation from Panorama Magic. The "Drag Along" clause in the articles of ESI obviates this, since the minority receives the same as the majority in terms of the value of shares.

Dippenhall

Scratchingvalleycat said:

Clarky said:

Scratchingvalleycat said:

 I would hope that the appeal court judge would recognise that  Lex Dominus would have their day in court in late November and that would be before an appeal court hearing in any event and  suggest that this is an equitable remedy for them and that the original decision to refuse an injunction should stand.

Lets hope this is what happens. I also hope that no idiot from here tries to threaten or upset the legal system by  emailing or threatening the Lex Dominus QC or  Judge Pearce  as I have heard some suggestion of emails. That is called shooting yourself in the foot!

This.

Judge Pearce acknowledged that damages would be difficult to quantify for both parties if it went to trial - (don't get that personally) but no one said it was impossible - so let it go to trial.

Judge Pearce accepted the significant challenges for Lex Dominus getting adequate compensation from a pot-less company if it won its case, so the appeal judge can't say it wasn't taken into account.  It equally applied to Panoramic - so let it go to trial. 

The balance of convenience in favour of Panoramic was assessed carefully by Judge Pearce - a pot-less non-trading company, against a 100 year old football club risking being evicted from the league - so no new grounds for an injunction, let it go to trial.

So surely it gets the appeal judge to exactly the same place Judge Pearce got to without much mental acrobatics and the appeal must be rejected.

My head says don't worry, my heart says this is CAFC.

MuttleyCAFC

The problem for an appeal judge is a bit like that of a ref giving or refusing a penalty that is reviewed by VAR. Unless there is an obvious error, the ref's decision is not challenged. The reviewer may have made a different decision but cannot identify a clear error so goes with the ref. It is difficult to see a judge being undermined in this process when there is no realistic possibility he made a mistake in his ruling.

Those of us following proceedings at the time could see it was a close run thing. But the decision has been made. And we should all be grateful for that.   

Addickted

Gary Poole said:

mendonca said:

MM messing up the details about the Oadt test meant that it was an area that we could not expose in the trial.

There were so many holes in that area which we could not pursue with questioning. So much so that better questions have been posed on the board.

The thing about this, is it truly exposes how slap dash and amateur MM is. The details about the OADT and appeals process are clear in the EFL regulations published on their website. I guess though that does mean you have to bother to look if you’re not sure.

Surely it would be down to the Club Secretary to advise MM on the appeal process and what was required and by whom?

Lot of animosity being shown to MM over this. Happy to be proved wrong, but I would have thought CP was partially responsible for the lack of clarity.

barstool

I am certain they are just trying to get at TS and a deal before next week, probably already trying to make contact somehow with an arrangement. I think his open letter aimed at TS not the fans. Its about the money and his pay off but I doubt TS will entertain so it will just have to run the natural course through the legal channels. I doubt ESI 1 want this either with the delays and further costs so a resolution between lawyers may still be possible.  Elliott might take a smaller figure out of the sale price and everyone avoids the extra costs of the legal process.  TS seems a deal maker so maybe it comes from his side 

Scratchingvalleycat

Addickted said:

Gary Poole said:

mendonca said:

MM messing up the details about the Oadt test meant that it was an area that we could not expose in the trial.

There were so many holes in that area which we could not pursue with questioning. So much so that better questions have been posed on the board.

The thing about this, is it truly exposes how slap dash and amateur MM is. The details about the OADT and appeals process are clear in the EFL regulations published on their website. I guess though that does mean you have to bother to look if you’re not sure.

Surely it would be down to the Club Secretary to advise MM on the appeal process and what was required and by whom?

Lot of animosity being shown to MM over this. Happy to be proved wrong, but I would have thought CP was partially responsible for the lack of clarity.

Don't buy that 
Chris Parkes is the football secretary  not the company secretary of CAFC Limited. Even if he were a fully fledged qualified Fellow of the Institute of Chartered Secretaries and Administrators (Now known as the Chartered Governance Institute)  and appointed under the Companies Act to be the Company Secretary of CAFC Limited  he would not be in a position to give advice to Panorama Magic which is the company for whom MM works. So no responsibility in this could fall at CPs door.

Gary Poole

Addickted said:

Gary Poole said:

mendonca said:

MM messing up the details about the Oadt test meant that it was an area that we could not expose in the trial.

There were so many holes in that area which we could not pursue with questioning. So much so that better questions have been posed on the board.

The thing about this, is it truly exposes how slap dash and amateur MM is. The details about the OADT and appeals process are clear in the EFL regulations published on their website. I guess though that does mean you have to bother to look if you’re not sure.

Surely it would be down to the Club Secretary to advise MM on the appeal process and what was required and by whom?

Lot of animosity being shown to MM over this. Happy to be proved wrong, but I would have thought CP was partially responsible for the lack of clarity.

Well it was acknowledged that this was MM’s mistake and he did tweet after they were rejected that only the club could appeal not the individuals, an incorrect fact that can be checked within 5 minutes just by looking. Whether CP had some role in advising him I could not say and yes he has a responsibility in some filing with the EFL such as player registrations. But a change of ownership and the OADT coming from that is something for most clubs, that sits outside the norm and I’m not sure whether the club secretary should be expected to deal with it. MM after all does have a legal background.

And yes I am showing animosity towards MM, mainly because from where I am sitting he looks continuously incompetent on a number of levels.

Chizz

That error is not CP's fault.

MuttleyCAFC

barstool said:

I am certain they are just trying to get at TS and a deal before next week, probably already trying to make contact somehow with an arrangement. I think his open letter aimed at TS not the fans. Its about the money and his pay off but I doubt TS will entertain so it will just have to run the natural course through the legal channels. I doubt ESI 1 want this either with the delays and further costs so a resolution between lawyers may still be possible.  Elliott might take a smaller figure out of the sale price and everyone avoids the extra costs of the legal process.  TS seems a deal maker so maybe it comes from his side 

TS won't owe PE a penny and agree any message aimed at him would be a waste of time. It will be up to ESI1 and ESI 2 to sort that out amongst themselves.

blackpool72

I think it's pretty obvious that niether Eliottt or Nimer actually want to own Charlton. What they do want is to be able to sell Charlton and walk away with some money. 
If Sandgaard is prepared to pay say 3 million for the club I wouldn't be surprised if a deal can't be concluded this week whereby both parties get to split the money. 
This saves the expense of a court case and allows TS to get the club now while the transfer window is still very much open.
It all comes down to how greedy Nimer and Elliott are I suppose. 

NorthheathAddick

blackpool72 said:

I think it's pretty obvious that niether Eliottt or Nimer actually want to own Charlton. What they do want is to be able to sell Charlton and walk away with some money. 
If Sandgaard is prepared to pay say 3 million for the club I wouldn't be surprised if a deal can't be concluded this week whereby both parties get to split the money. 
This saves the expense of a court case and allows TS to get the club now while the transfer window is still very much open.
It all comes down to how greedy Nimer and Elliott are I suppose. 

And we all know how greedy the scummy bastard Elliotttttt is...

GoOnYouHaddocks

blackpool72 said:

I think it's pretty obvious that niether Eliottt or Nimer actually want to own Charlton. What they do want is to be able to sell Charlton and walk away with some money. 
If Sandgaard is prepared to pay say 3 million for the club I wouldn't be surprised if a deal can't be concluded this week whereby both parties get to split the money. 
This saves the expense of a court case and allows TS to get the club now while the transfer window is still very much open.
It all comes down to how greedy Nimer and Elliott are I suppose. 

But if you were selling your house and I came along and claimed that I owned it, would you be willing to split the money with me?

MuttleyCAFC

but the hearing this week makes the issues of who gets what after Sandgaard buys the club irrelevant to us. 

Miserableoldgit

aliwibble said:

Airman Brown said:

Leaving aside what a court might make of it, under the interim injunction, ESI can’t sell CAFC in my opinion because it would retain obligations to Duchatelet without control of the entity that triggers them, for example status payments, tenancy and the famous guarantee. I believe the deal would have been put together by Teacher Stern in that way precisely to stop ESI moving CAFC Limited out of its purview to avoid the obligations. Moreover debt - or something at any rate - is secured by a charge in favour of RD over CAFC Limited, not ESI.

On the other hand everything about the Panorama-Lex Dominus contract appears to be a shambles. The EFL and the parties interpret its meaning differently (and the same party differently when it suits it), it references the share capital of CAFC Limited rather than ESI, it is incomplete. It seems likely it would fall apart in any trial but the trial isn’t the point. The injunction is.

Now that the steam has stopped coming out of my ears, going back to the open letter, it definitely looks like Elliott is under the impression he's just buying the club from ESI, not buying ESI itself:

It is my argument, and that of the barrister that drafted it, that we have a legally binding agreement that only permits my company, Lex Dominus, to acquire Charlton Athletic Football Club from ESI.

Doesn't that mean all those issues that @Airman Brown outlines up there about why ESI can't sell the club to subvert the injunction, also apply to the sale agreement he thinks he has, at any time, injunction or not? Has he been an idiot and not understood what he's trying to buy, or tried to pull a fast one and instead accidentally brought Roland into the scope of the case because the sale affects those agreements? Or do those obligations fall on ESI as the selling party?

Why is this all soo bloody complicated?

I'm out.
Actually, not really understood any of the legal jargon since day 1. Hopefully, TS buys the Club, Valley and SL and it all becomes straight forward and all under 1 owner......but this is Charlton Athletic. 

Miserableoldgit

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Shrew

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

Chizz

Shrew said:

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

But the club might not be given the information, since the appellant isn't an owner or employee of the club.

cafcfan

LargeAddick said:

Richard J said:

Covered End said:

I'm slightly concerned that LD's QC & legal team will be working on this vigorously and could have a fair sized amount of people assisting.

I've attended cases where residents & the council have been up against property developers and their QC.
The QC's whilst usually outstanding also have so many people to assist them.

I am concerned as to who is providing our evidence.
Is it solely down to Lauren & MM?
Does Lauren have the time or is she working on other business (as you may well expect with this unexpected development).

I know some people have said that the level/quality of your legal team makes no difference, but this is clearly nonsense as otherwise everyone would appoint the cheapest representation.

Lauren has done an excellent job and I'm not suggesting otherwise, but I am concerned as to the resources that LD are throwing at this and I've seen for myself that some QCs can almost prove that black is actually white.

Agree with this up to a point. I once was on a Jury at the Old Bailey for a murder trial and the defendents Silk made me genuinely question the outcome although it was pretty open and shut. 

My point about legal representation was that it didn't alter the facts of the case and Lauren clearly understood them probably better than her opponent.

That evened the dynamic in my view. 

Lauren works for a sizeable chambers with significant resourses, she isn't a one-man band ...

Is this actually the case?  My recollection is that apart from in-house barristers, most are self-employed and merely rent office space and the use of the the Chambers Clerk to get them work.  Barristers rely upon instructing solicitors to do the donkey work for them don't they?
  

Covered End

cafcfan said:

LargeAddick said:

Richard J said:

Covered End said:

I'm slightly concerned that LD's QC & legal team will be working on this vigorously and could have a fair sized amount of people assisting.

I've attended cases where residents & the council have been up against property developers and their QC.
The QC's whilst usually outstanding also have so many people to assist them.

I am concerned as to who is providing our evidence.
Is it solely down to Lauren & MM?
Does Lauren have the time or is she working on other business (as you may well expect with this unexpected development).

I know some people have said that the level/quality of your legal team makes no difference, but this is clearly nonsense as otherwise everyone would appoint the cheapest representation.

Lauren has done an excellent job and I'm not suggesting otherwise, but I am concerned as to the resources that LD are throwing at this and I've seen for myself that some QCs can almost prove that black is actually white.

Agree with this up to a point. I once was on a Jury at the Old Bailey for a murder trial and the defendents Silk made me genuinely question the outcome although it was pretty open and shut. 

My point about legal representation was that it didn't alter the facts of the case and Lauren clearly understood them probably better than her opponent.

That evened the dynamic in my view. 

Lauren works for a sizeable chambers with significant resourses, she isn't a one-man band ...

Is this actually the case?  My recollection is that apart from in-house barristers, most are self-employed and merely rent office space and the use of the the Chambers Clerk to get them work.  Barristers rely upon instructing solicitors to do the donkey work for them don't they?
  

Yes I know for certain this is the case.

Shrew

Chizz said:

Shrew said:

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

But the club might not be given the information, since the appellant isn't an owner or employee of the club.

its so depressingly endless....

thai malaysia addick

NorthheathAddick said:

blackpool72 said:

I think it's pretty obvious that niether Eliottt or Nimer actually want to own Charlton. What they do want is to be able to sell Charlton and walk away with some money. 
If Sandgaard is prepared to pay say 3 million for the club I wouldn't be surprised if a deal can't be concluded this week whereby both parties get to split the money. 
This saves the expense of a court case and allows TS to get the club now while the transfer window is still very much open.
It all comes down to how greedy Nimer and Elliott are I suppose. 

And we all know how greedy the scummy bastard Elliotttttt is...

Oh come on, he refers to Charlton as a great football club several times. He wouldn't do that, surely.
<removes tongue from cheek in case anyone is confused>

Arsenetatters

Chizz said:

Shrew said:

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

But the club might not be given the information, since the appellant isn't an owner or employee of the club.

Who announced it the first time round?

Redrobo

GoOnYouHaddocks said:

blackpool72 said:

I think it's pretty obvious that niether Eliottt or Nimer actually want to own Charlton. What they do want is to be able to sell Charlton and walk away with some money. 
If Sandgaard is prepared to pay say 3 million for the club I wouldn't be surprised if a deal can't be concluded this week whereby both parties get to split the money. 
This saves the expense of a court case and allows TS to get the club now while the transfer window is still very much open.
It all comes down to how greedy Nimer and Elliott are I suppose. 

But if you were selling your house and I came along and claimed that I owned it, would you be willing to split the money with me?

But Nimer and Elliott got together to stop Southall getting any money. Elliott paying a £1 and presumably giving Nemer some money at a later date.
Nemer then gets a much better offer and dumps Elliott.

Elliott pissed and now wants the whole deal for himself. They could do a deal between them again, but Southall would want his share and would have to agree with the two crooks that were quite happy to shaft him.

Nemir and Southall have to decide how confident they are at winning Wednesday. Stick or twist.

carly burn

Can someone please remind me if any paperwork has ever been produced that is signed by both parties, lex dominus and panorama magic detailing the transfer of shares from PM to LD?

I know there was apparently an email where Mihail had said it had happened but is there any signed paperwork with full details of the requirements for the transaction?

stonemuse

carly burn said:

Can someone please remind me if any paperwork has ever been produced that is signed by both parties, lex dominus and panorama magic detailing the transfer of shares from PM to LD?

I know there was apparently an email where Mihail had said it had happened but is there any signed paperwork with full details of the requirements for the transaction?

If there was, it would have been stated in court. Therefore it doesn’t exist. 

CL_Phantom

Chizz said:

Shrew said:

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

But the club might not be given the information, since the appellant isn't an owner or employee of the club.

Below Taken from the EFL OADT. The EFL will notify the club itself in regards to the outcome. I imagine it's to keep reputable businessmen like Elliott out...


(c)  requires each Club not to permit any person who is subject to a Disqualifying Condition either become a Relevant Person or (if he was already a Relevant Person before the Disqualifying Condition arose) to continue to be a Relevant Person for the Club, for so long as the Disqualifying Condition subsists.

3 Decision

3.1  Where The League decides (whether based on a Declaration or otherwise) that a person who is or wishes to become a Relevant Person is subject to a Disqualifying Condition, The League shall notify the person and his Club in writing of that decision (with reasons).

Shrew

Arsenetatters said:

Chizz said:

Shrew said:

Miserableoldgit said:

carly burn said:

MuttleyCAFC said:

Ultimately, another week shouldn't be a big deal. Given the decision has been made, the chances of undermining the authority of the judge via the appeal has very little chance of success from what I can gather. So rather than us having to wait until November, we have to wait until Wednesday. And of course, the club still has to be sold. If it is sold say on Thursday or Friday next week, the delay surely hasn't even been a delay.

 Not unless you count Bowyer not being allowed to get bodies in before the season starts?

This is already having an effect. Elliott will be doing all he can to slow things down now. Expect this appeal to be lodged at the last possible moment. That gives him more time for the fan base to give him pelters and improve his chances.


He told us he lodged his appeal to the EFL within hours of being rejected. Why the delay now?

Ask the EFL. 

Though remember it will not be the EFL who announce this, its up to the club (whoever they are) to make it public.

But the club might not be given the information, since the appellant isn't an owner or employee of the club.

Who announced it the first time round?

This was announced by the EFL on Aug 7th a week after EFL  met to discuss it.

Shrew

posted by the EFL on the 7th August

carly burn

stonemuse said:

carly burn said:

Can someone please remind me if any paperwork has ever been produced that is signed by both parties, lex dominus and panorama magic detailing the transfer of shares from PM to LD?

I know there was apparently an email where Mihail had said it had happened but is there any signed paperwork with full details of the requirements for the transaction?

If there was, it would have been stated in court. Therefore it doesn’t exist. 

 So Elliott putting money in was stated so it must be true?

Should the judge not have asked to see evidence of these very crucial details when it was at court.

I can't get my head around that there is hardly any if zero evidence that this took place and still it drags on!

jacob_CAFC

when was the above posted?