| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? 09:21 - Dec 14 with 4879 views | RAFCBLUE |
A thought that has occurred to me over the Summer is how on earth does Andrew Curran ever think he will get his £1.2m back?
Last Christmas Curran was a complete unknown to the world and as we reach this Christmas he has sunk £1.2m into a small minority shareholding in a League 2 football club.
The rush to do that was completely Alexander Jarvis' fault and they probably would not have rushed if they had their time again but that money is sunk.
https://www.manchestereveningnews.co.uk/news/greater-manchester-news/businessman
Jarvis said on 12th August 2021:
"Furthermore, we have paid in excess of £1 million to date in consideration for shares, due diligence and legal costs.
Ignore that hostile takeover angle for a moment - there is £1.2m sunk into the shares of a small number of sellers without anything to show for his money.
Its still unclear whether any money has actually changed hands so the selling shareholders might not have drawn their money but be owed a debt. If they have received their funds then Curran / Morton House are £1.2m down.
What could happen:
(1) The EFL declare the process null and contractually void
This is possible that the EFL confirm that their process was not followed and that the transaction is not valid. It would leave Curran / Morton House needing to contact the sellers to see if the transactions can be unwound / they can have their money back.
Whether the sellers of shares have the money or not or have spent the money if they have it would need to be determined.
(2) Matthew Southall buys the shares for £1.2m
This is the most obvious answer given what was seen in the press, but the problem is that Matt has some financial problems coming.
His builder (Optimus Build) has a charge on the family home in Worsley pending settlement of a very public court case from His Honour Judge Stephen Davies on 11 December 2020
https://www.bailii.org/ew/cases/EWHC/TCC/2020/3389.html
Unless those debts are settled, Southall might be in with a real risk of losing his home and that would leave him unable to find the £1.2m required to buy the minority shares out from Morton House.
(3) Curran / Southall find another completely different buyer
This is possible but you would think will need EFL approval. The original transactions needed that approval and the EFL have commenced disciplinary proceedings so you would think that the EFL will not just be let those shares traded on without the EFL having a good look at the person buying them!
The bigger problem is if Curran / Southall can find a buyer then who on earth is going to them pay the circa £6 a share they apparently paid during the Summer?
The overvaluation and overpaying by Curran / Morton House on the advice of deal maker extraordinaire Alexander Jarvis to any former shareholders will mean that any new buyer will want value so won't be parting with £1.2m.
(4) Curran / Southall try to sell the shares back to Dale Trust or the club and get what they can for them
This has the same problems as (3) as in needing EFL signoff but from an EFL perspective is a friendlier party to buy the shares however the Trust / club won't spend £1.2m on those shares.
Even with 1,000 members there is no way on earth that £1.2m would be the price.
Would/Could the Trust offer £500,000 now? Perhaps. There are some well known local supporters who are generous and rich benefactors who are Dale fans and who have mobilised this Summer.
They however would want complete legal certainty first and that would mean the EFL investigation concludes and an outcome published.
All of the options above need in some way for the EFL to conclude their disciplinary proceedings which were launched in August 2021.
Might be a bit quiet for presents in the Curran household this year and more of of a nervous time if £1.2m is locked up.
I doubt somehow that Alexander Jarvis is going to be on the Christmas card list following this botched deal. [Post edited 14 Dec 2021 9:22]
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 09:35 - Dec 14 with 4837 views | wozzrafc |
RAFCBLUE I completely have no knowledge in this subject but a while back Kieran McQuire from the price of football podcast suggested that one possible outcome is the shares could be declared null and void.
Is this a scenario that you aware of and if so how that conclusion could be reached? The recent shareholders have reduced those shares even further and has secured the short to medium term future of our club, but if there was a legal route to get to get to the conclusion where Currans shares are no longer valid that would be the icing on the cake !! |  | | |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 09:45 - Dec 14 with 4780 views | UpTheDaleNotForSale |
One other outstanding question, too, if we may.
We know that the solicitors Curran et al used (Gateleys) are under investigation by the Solicitors Regulation Authority specifically linked to this transaction - we believe its linked to them not fully investigating the source of funds deposited by 'Morton House' for the purchase of shares.
If, as we believe, some of the money has not been paid to the sellers or to Jarvis, you'd imagine it would be tied up in the Gateleys holding account until that investigation is complete.
What happens to that money once that investigation is complete? |  |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 09:52 - Dec 14 with 4729 views | DaleiLama |
I'd suggest the Trust (funds permitting) offer them (subject to EFL approval) the face value of the shares, i.e. 50p/share. Owt's better than nowt?
As for the Curran Christmas, well, they certainly chose a prize turkey to work with as an agent and as far as our ex-CEO goes, no words could do justice to the deep-felt contempt and repugnance felt by Daleys everywhere towards him. It would be nice to think they would both get a good stuffing with no sage and onion involved whatsoever. |  |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 10:00 - Dec 14 with 4705 views | RAFCBLUE |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 09:35 - Dec 14 by wozzrafc |
RAFCBLUE I completely have no knowledge in this subject but a while back Kieran McQuire from the price of football podcast suggested that one possible outcome is the shares could be declared null and void.
Is this a scenario that you aware of and if so how that conclusion could be reached? The recent shareholders have reduced those shares even further and has secured the short to medium term future of our club, but if there was a legal route to get to get to the conclusion where Currans shares are no longer valid that would be the icing on the cake !! |
Effectively the courts would be involved and declare it an invalid contact and by default that declares it an invalid transaction.
https://learn.g2.com/what-makes-a-contract-null-and-void
Its a complex legal process and would require the buyer (Morton House) to take the seller (individual shareholders) back to court to show that the contact was not valid. That is assuming that the sellers did not agree with the buyer.
If the buyers won that court battle then everything goes back to how it was so:
(1) Morton House would get their £1.2m back
(2) The sellers get their shares back
It will all depend on the legal drafting of the contact(s) that were signed to buy/sell shares but is certainly possible.
If I were Curran / Southall and Morton House I'd be definitely exploring it if I wanted my £1.2m back. You would think that the easiest way to do that would be to try it with the largest selling shareholder (assumed to be Andrew Kilpatrick)
A void contract is one that is wholly lacking in legal effect. A contract will be void where:
* the parties contract on the basis of a fundamental common mistake
* one party contracts on mistaken terms and the other party knows of the mistake
* one party is mistaken as to the other party’s identity
* a party executes a document under a fundamental misapprehension as to its nature (non est factum)
* a statute provides for a contract to be avoided
This would be nothing to do with Rochdale AFC but between the parties to the contract and its terms.
We will never know - these were all private transactions so between the parties concerned so really a matter for them.
I could see why Morton House might feel a contract is void though particularly on the non est factum basis. | |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 11:43 - Dec 14 with 4531 views | SuddenLad |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 10:00 - Dec 14 by RAFCBLUE |
Effectively the courts would be involved and declare it an invalid contact and by default that declares it an invalid transaction.
https://learn.g2.com/what-makes-a-contract-null-and-void
Its a complex legal process and would require the buyer (Morton House) to take the seller (individual shareholders) back to court to show that the contact was not valid. That is assuming that the sellers did not agree with the buyer.
If the buyers won that court battle then everything goes back to how it was so:
(1) Morton House would get their £1.2m back
(2) The sellers get their shares back
It will all depend on the legal drafting of the contact(s) that were signed to buy/sell shares but is certainly possible.
If I were Curran / Southall and Morton House I'd be definitely exploring it if I wanted my £1.2m back. You would think that the easiest way to do that would be to try it with the largest selling shareholder (assumed to be Andrew Kilpatrick)
A void contract is one that is wholly lacking in legal effect. A contract will be void where:
* the parties contract on the basis of a fundamental common mistake
* one party contracts on mistaken terms and the other party knows of the mistake
* one party is mistaken as to the other party’s identity
* a party executes a document under a fundamental misapprehension as to its nature (non est factum)
* a statute provides for a contract to be avoided
This would be nothing to do with Rochdale AFC but between the parties to the contract and its terms.
We will never know - these were all private transactions so between the parties concerned so really a matter for them.
I could see why Morton House might feel a contract is void though particularly on the non est factum basis. |
If your non fest factum theory is correct, then that indicates a fraud. That in itself then opens up another can of worms for those involved.
However, as far as I know, it is used only in exceptional cases i.e. where the details of the contract were fundamentally different from what they actually purported to be.
How wonderful that they may have to spend all their money pursuing an expensive case through the High Court.
How utterly sickening it is that all roads, from any part of this complex web, all lead back to Bottomleys' door. If he had never darkened the doorways and poisoned our club, none of this would be being discussed.
An utter maggot and I hope his comeuppance is nigh. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 12:52 - Dec 14 with 4379 views | RAFCBLUE |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 11:43 - Dec 14 by SuddenLad |
If your non fest factum theory is correct, then that indicates a fraud. That in itself then opens up another can of worms for those involved.
However, as far as I know, it is used only in exceptional cases i.e. where the details of the contract were fundamentally different from what they actually purported to be.
How wonderful that they may have to spend all their money pursuing an expensive case through the High Court.
How utterly sickening it is that all roads, from any part of this complex web, all lead back to Bottomleys' door. If he had never darkened the doorways and poisoned our club, none of this would be being discussed.
An utter maggot and I hope his comeuppance is nigh. |
Whilst non est factum is a defence in some fraud cases, I don't agree that fraud must have taken place for it to be relied upon.
There are lots of recent case law examples of where is has been considered.
Bad contract drafting could easily be the cause and that is more ineptitude on the part of those putting the deal together rather than anything devious.
In the same way that watertight contracts get written, then so to do very poor contracts get written.
It usually only does work when you can provide the bad contract and prove it was not your doing so, if it was Morton House's contract template and Morton House have signed it and shareholders have accepted it then it's very hard for Morton House to argue its a bad contract as they instigated it.
However, if the selling shareholder instigated the contract then Morton House may have a way out - they could claim that it wasn't valid providing:
* Morton House were not careless. (They can't have been, they had lawyers and agents actively representing them)
* The document signed was different from the one Morton House thought they were signing.
It's that second bullet point that would be the key.
Did Alexander Jarvis (and others) make it clear to Curran and Morton House what they were signing and that they were not getting a majority stake?
Did Curran and Morton House sign something thinking it was actually something else (i.e. a majority stake)?
If Curran and Morton House were not in control of the documents but had left that to their agent(s) then they will have a valid legal case.
You are right that this usually comes out in the courts but I'd expect Curran and Southall and Morton House to be properly asking their agents who bought the minority stake these difficult questions. Especially when that majority stake has been valued at £5/£6 a share - well over the odds of any "normal" valuation. | |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 13:58 - Dec 14 with 4259 views | jonahwhereru |
What a shambles this remains for all involved, in clouding the club. I don’t expect anyone has their finger firmly on the pulse of the state of all the shenanigans. I would love to know for certain the legal position on the Kelly shares. If the talked of litigation concerning those shares and run its course in Kelly’s favour then the task of recouping the money will be even harder. Without that shareholding tempting one legitimate buyer will be virtually impossible. | | | |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 15:14 - Dec 14 with 4142 views | 100notout |
Not read through all the thread(s) relating to this so apologies if its been covered elsewhere but we know that the club have not received any share transfers and the sale presumably would have been subject to contract - just like when you buy a house, the solicitors will complete all their checks and ensure the purchaser is fully protected before parting with any money.
Any funds that have been paid by Morton House would surely be held by the solicitor in escrow until the transaction was completed, so i can't understand how (if at all) Bottomley, Rawlinson and Kilpatrick have received anything?
One thing is for sure - the whole thing stinks!!!
edit think RAFCBLUE covered it in his 10.00 post - this could go on longer than Coronation St!!!!!!! [Post edited 14 Dec 2021 15:22]
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 17:56 - Dec 14 with 3852 views | SuddenLad |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 12:52 - Dec 14 by RAFCBLUE |
Whilst non est factum is a defence in some fraud cases, I don't agree that fraud must have taken place for it to be relied upon.
There are lots of recent case law examples of where is has been considered.
Bad contract drafting could easily be the cause and that is more ineptitude on the part of those putting the deal together rather than anything devious.
In the same way that watertight contracts get written, then so to do very poor contracts get written.
It usually only does work when you can provide the bad contract and prove it was not your doing so, if it was Morton House's contract template and Morton House have signed it and shareholders have accepted it then it's very hard for Morton House to argue its a bad contract as they instigated it.
However, if the selling shareholder instigated the contract then Morton House may have a way out - they could claim that it wasn't valid providing:
* Morton House were not careless. (They can't have been, they had lawyers and agents actively representing them)
* The document signed was different from the one Morton House thought they were signing.
It's that second bullet point that would be the key.
Did Alexander Jarvis (and others) make it clear to Curran and Morton House what they were signing and that they were not getting a majority stake?
Did Curran and Morton House sign something thinking it was actually something else (i.e. a majority stake)?
If Curran and Morton House were not in control of the documents but had left that to their agent(s) then they will have a valid legal case.
You are right that this usually comes out in the courts but I'd expect Curran and Southall and Morton House to be properly asking their agents who bought the minority stake these difficult questions. Especially when that majority stake has been valued at £5/£6 a share - well over the odds of any "normal" valuation. |
Thank you for explaining that.
The only case I'm aware of involved fraud and the 'victim' was released from the contract by that means, due to 'fraudulent intent', but I see that it is not always the case.
Given the legal resources available to them, they should have been clued up and confident when putting pen to paper.
Let them scrap it out between themselves. Put that boxing ring to good use..... | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 19:35 - Dec 14 with 3701 views | finberty |
If the share sale contracts are declared null and void, there is one very undesirable outcome for the Club - Bottomley regains his position as a (minor) shareholder. |  | | |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 21:04 - Dec 14 with 3564 views | RAFCBLUE |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 17:56 - Dec 14 by SuddenLad |
Thank you for explaining that.
The only case I'm aware of involved fraud and the 'victim' was released from the contract by that means, due to 'fraudulent intent', but I see that it is not always the case.
Given the legal resources available to them, they should have been clued up and confident when putting pen to paper.
Let them scrap it out between themselves. Put that boxing ring to good use..... |
We and Curran and Southall have to thank Alexander Jarvis for that.
Jarvis appears to be to takeover deals in football clubs what Inspector Clouseau was to police investigations.
Thing is - as incompetent as Jarvis has been shown up to be - the parties who signed the contracts were not Jarvis.
If Morton House can prove they were misled - they will have a case here to get their money back from the people they sold to. Whether the sellers still have that money remains to be seen but that is a different problem.
A void contract is a void contract. | |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 22:25 - Dec 14 with 3413 views | boromat |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 19:35 - Dec 14 by finberty |
If the share sale contracts are declared null and void, there is one very undesirable outcome for the Club - Bottomley regains his position as a (minor) shareholder. |
Pretty sure if that happens not only would he have no control in the club but I believe he wouldn't be allowed to be involved in another football club. He'd be our prisoner and we'd be doing football a great service. | |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 23:23 - Dec 14 with 3320 views | 49thseason |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 19:35 - Dec 14 by finberty |
If the share sale contracts are declared null and void, there is one very undesirable outcome for the Club - Bottomley regains his position as a (minor) shareholder. |
Dont worry, he wont be attending any shareholder meetings. |  | | |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 01:14 - Dec 15 with 3201 views | DorkingDale |
Didn't' the Yanks confirm on social media that they had received payment?! | | | |
| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 19:49 - Jul 20 with 1559 views | RAFCBLUE |
https://footballleagueworld.co.uk/prospective-new-birmingham-owner-explains-invo
Football League World have given their verdict on Southall going to Birmingham:
"Southall clearly has the trust and faith from Richardson and Lopez to do a good job and so he’ll be looking to repay that as quickly as he can.
He’ll also want to show that what happened at Charlton is not something he is going to repeat, and Blues fans will also be eager to see that as well.
Time will ultimately tell here, though."
Question is - if Matthew Southall is ditching Andrew Curran for the bright lights of Birmingham City then how will Andrew Curran get that £1.2m back?
Do you know what they need?
A strategic-minded CEO who has operated in an elite professional sports industry/ commercial director/consultant with comprehensive experience leading business development, marketing, business planning and sales functions within the global B2C retail marketplace.
Any recommendations? Curran has so far ditched Jarvis for botching and Southall might have to dump the Curran/Morton House "hostile takeover" and Rochdale to have any chance to get the Birmingham job! | |
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| MORTON HOUSE / How WILL Andrew Curran and Matthew Southall get that £1.2m back? on 01:00 - Jul 21 with 1284 views | Sandyman |
There's probably another nob out there somewhere that will take on the cudgels for Morton House, for a (yet another) fee that will add to their costs. Another nob who will fail spectacularly as well, just like Capt. Sabotage (" A deal that's gone wrong") and PrettyBoy.
The chances of it being Roger's "SDB" consultancy will be zero, as he's proven time and time again he hasn't a clue about football, business, regulations, articles of association or "the law of the land". Curran knows that all too well. |  | | |
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