To: Martin Elton, Director, Loadtek Instruments Ltd
From: Antony Dean
Date: 16-11-99
Re: Far too little, far too late. (3 pages)
Thank you for finally replying to me, however (as I said in my response last night) what you sent me is total rubbish - every bit of it. As I also said, there are so many factual errors in what you have said that any reply will be too lengthy for an email. Accordingly I will now deal with your entire email paragraph by paragraph (and in a form suitable for eventual publication).
(header)
> Date: Sat, 13 Nov 1999 15:44:37 +1300
> From: Martin Elton <melton@xtra.co.nz>
> To: adean@adx.co.nz
> Subject: LT1
I note your email is dated 13-11-99. For the avoidance of doubt, it arrived on the evening of 15-11-99. I intend to have this traced by both our ISPs in case it is another of your ill-conceived schemes. Sorry, I just can't trust you.
1
> This is a realistic and constructive way to move forward, if you are
> prepared to listen.
Sorry, but what a crock. I can not see how what you have "offered" can be either realistic or constructive, given that it is totally false. Don't get me wrong, I do appreciate your reply, but you have to be realistic.
2
> First the facts we all know. Loadtek ceased trading back on the 20th
> June 1999, as agreed by both directors at a meeting of the same date.
> Loadtek has not traded since this date. If you remember, neither of us
> were prepared to put in any more time or money into a Company which was
> going nowhere. Once the stock and plant are gone, I believe that Loadtek
> has very little worth. I can't see anyone paying much for it.
All wrong. Please don't insult me by lying:
- I thoroughly dispute the "fact" that Loadtek ceased trading when you say it did. You are obviously lying. I know for a fact that you fabricated the supposed "meeting minutes", making out that an official agreement was made where there obviously was none. There was no agreement that Loadtek would "cease trading" - you continued to actively negotiate with a 3rd party over the sale of my shares in Loadtek! I have been over this before many times with you. I think you have simply been convinced by your own wishful thinking. I will post a public message explaining exactly what happened on the web because I am growing weary of explaining this to you.
- If you remember, you were the one who said you were not prepared to put time and money into the business. I made the assertion that I would stop my "unjustified commitment" to Loadtek back on 20 March 1999, requiring a sensible business plan and competent management to continue!
- I agree that once the stock and plant are gone that Loadtek has very little worth but WITH ONE MAJOR EXCEPTION. Only Loadtek is effectively licensed to use and benefit from my years of unpaid work. This amounts to around $100000! I have always been very clear that no one else owns it until it is paid for, you agreed that we would be paid one day and you agreed on the value. I will make sure the matter is given proper consideration by the process used to assess Loadtek's value.
- If you honestly think that Loadtek and the work is worth nothing, then you will sell me the company (minus assets) and exclusive rights to use our work and design for $1000 - as you basically demanded of me at one point. Or is it worth $2000. $5000? Start thinking objectively please. (For your benefit I have to note that my question DOES NOT CONSTITUTE A SIGNED AGREEMENT).
- In any case, the value is NOT your decision to make, as you have a serious conflict of interest going on!
- All my communication, all along, highlights the value of my work. There is no way out of that. If you don't pay as agreed or agree to a legal licensing process such as my very reasonable licensing offer (which you also agreed to), then you are breaking the law. (People may not understand just how reasonable my offer was so I will publish that too.)
3
> The stock that Loadtek had at that time has been divided up, remember
> that you sent a copy of the agreed split to the accountant.
Wrong:
- The stock was physically divided up yes, but no agreement was made, nothing signed, no money transferred. I made it very clear that it was only in preparation for an agreement (which you very conveniently pulled out of at the last minute).
- The spreadsheet you refer to includes details of the 5% shareholding I was to retain in Loadtek as payment for licence to use my work. It detailed how I would purchase about half the stock - mostly "junk" stock too - simply to help you out! (That'll learn me...)
- You signed nothing. I signed nothing. No agreement was reached and that is clear to everybody but you. You continue to operate out of the law.
- I have been over this so many times. I will simply publish those emails.
4
> I have chased up and secured payment, on behalf of Loadtek, for the load
> shipped to XXX back in Feb this year. Otherwise this payment would still
> be due. I have also arranged for the GST payment and the end of year
> return and put a hold on the Visa payment set up which is saving Loadtek
> $10 per month.
[name of customer XXX withheld as this will be going public - AD]
No, no no. Your intention is so transparent - you are trying to make a lame attempt to prove that you have been the model company director (which is clearly untrue). When you string so much crap together in one paragraph I am tempted to dismiss the lot as "totally false" etc. But to demonstrate what I mean, I will make an example of this paragraph and tear what you have said to complete shreds:
- I doubt you chased up payment for Loadtek, as I know you wanted it for yourself.
- I dealt with the original cheque which our bank could not deposit, I returned it as agreed, XXX had agreed to pay, I secured this secondary form of payment, I even did the original invoice. The fact the money is in the account now is irrelevant. I think it is a bit on the nose for you to demand payment from a customer after damaging Loadtek in such an obvious way.
- If you want to be that stupid, then I will contest the money in question as I essentially made the load from scratch! As usual, I have timesheets, witnesses, photos, source code...
- I arranged the latest GST return (ie rang up the accountant). It is a trivial matter! The last GST return I remember you being involved in, you included Barry's wages as a GST inclusive expense which I helped you sort out. Slap dash. I have always been very clear and accurate with the accounting, doing spreadsheets and sorting invoices etc, while you just gave your receipts to our accountant in a shoebox (literally, from what I saw). So shut up.
- I did not authorise that you put a hold on the Visa merchant account! I don't care I suppose given what has transpired, and I can imagine you doing it for honest reasons. Whatever. $10 per month - do you think this will make up for stealing all Loadtek's assets and more than 2 years of my life!
- If these trite surface details are the best you can come up with to demonstrate your commitment to the company, then you had better try harder!
5
> If you really want to resolve what's left, I propose that I make an
> appointment so that we can go to the accountants and finalise payment
> for the stock both by you and myself. Remember that you haven't actually
> paid for any of the stock that you took home.
I would like to resolve the situation. However you must be aware of the following:
- You must be in no doubt that my years of input will be included in the discussions, I get the distinct feeling that you intend to ignore it.
- I will gladly return all the stock I took home, if you do the same. You are in conflict with Loadtek so you are not allowed to have Loadtek's property on your site.
- Although I definitely appreciate this attempt to sort out the situation, this is too lame and flawed to attract my respect
- It's too late to change what I have already told you I am going to do.
in conclusion
You're not going to back out of it that easy. You have done a seriously evil thing, which has torn my business to shreds. Remember I have little to lose. I have learned that you will renege on any agreement, and what you have said in your email confirms to me that you are still trying to manoeuvre around the facts. You can't change what you've done now - it was stupid, yes, but I did warn you. For what you have done, I am going to hang you out to dry - in front of the whole world - using nothing but the true facts as you are wrong and I welcome the chance to prove that. As I said, you are no longer the issue - the truth is.
If you wish to temper my disgust, you had better come up with a full and total apology for what you have done, and agree to sit down and sort out Loadtek and the associated intellectual property PROPERLY, in other words go back to and start over with the cross-licensing agreement. You actually agreed to it, you just didn't sign it - do you see me trying to hold you to that? Come on!
I personally doubt this will happen. What is more likely is that we can attempt to sort out the (relatively minor) issue of Loadtek's assets, so we can finally be apart. This is a priority for me. The issue of intellectual property would then forever be a sore point as you clearly intend to use it without regard to ownership or payment, and any use of it (past, present and future) is unauthorised and I can sue you whenever this becomes attractive. There is certainly no way you can ever sell your company without paying for it, as it is based on stolen property. This actually puts me in a very good position but I'd still prefer to tidy it up properly.
Thanks,
Antony Dean.