Today Monteck Carter chartered accountants sent out a news letter on Shareholders agreements
“A Shareholders’ Agreement is a contract between the shareholders of a company. Without one, you risk a dispute at some point down the track when each shareholder has a different idea of who can do what, when they can do it, how it is done, and what was agreed at the outset. Like a pre-nuptial…
The entire fiasco with Muse on Allen Restaurant and Bar is a great example as to why share holder agreements are essential and why the company should have a Lawyer who acts for and on behalf of the company ensuring that all parties have the protection which the law affords them.
Two Chefs agreed to purchase an existing business , One a relatively new immigrant to New Zealand had the finances to set up a company, the other had an ambition too large for his pockets which was to be the youngest chef to be the owner of a restaurant.
The young chefs owner worked with their family lawyer to transact matters in the company and then they drew up their own document which has no real basis in law but despite this and lack of compliance with the document have staunchly held to this grossly defective and deceptive document.
What was signed between the so called partners of Muse on Allen was called a partnering agreement as opposed to a Share holders agreement There was no interdependent legal advice nor was an opportunity provided for such advice. As a result the majority share holder had all his investment taken from him and transferred to the young chef Samuel North , contrary to the provisions of the companies act so that the most cash strapped member of this so called agreement could claim publicly and repeatedly that the restaurant was his own .
As can be seen there is a massive difference between this document and the ” partnering agreement
Share holder is defined in the companies act in section 96. Partnership has no definition other than that given under the limited partnership act and this registers partnerships. this does not apply in this instance as this is a limited liability company with share holders.
It is interesting to note that the agreement to the right is deficient section 21
It is quite clear therefore that Anabelle Torrejos Malcolm North and Debbie North were not share holders. they have never appeared on the share registry, either those of the company or as reflected on the registrars on line registry therefore it can quite safely be said that this is not a shareholders agreement.
We are of the opinion that this Partnering document being held out to be a share holders agreement makes false representations and through those false representations those who hold this document out to be be genuine should be looking at the provisions of the crimes act .
We cannot emphasize enough the need for good and competent lawyers who act in accordance with the law. Without such protection companies can go entirely off the rails and be used contrary to the law .
It is therefore essential that any company has an impartial Independent lawyer who ensures that all parties comply with the law.
No one involved in a company should sign anything unless thy have sought independent legal advice .
Open letter and Official Information act request to Paul Goldsmith
Muse on Allen limited lack of compliance with the companies act.
On 19 August you responded to my letter dated 9 July 2015 in which I raised concerns with regards to enforcement of the companies act.
In that letter I had asked for a ministerial enquiry into the abuse of the companies act legislation. a copy of that letter which was addressed to Craig Foss and passed to you as responsible minister can be found here Abuse of Companies act – Muse on Allen Limited- request for ministerial investigation
There are several matters which I believe may have been overlooked and which are of significance they are
- That there are some 30 serious offences disclosed as listed here
- The penalties range from $5,000 fine to 5 years imprisonment
- There are four offenders not including the company.
- The company is currently before liquidation court
- The civil action which was commenced by the lawyers of Jozsef Szekely is under section 174 of the act and does not include any of the offences which I have provided evidence for.
- The directors of the company have taken over the company without any legal right and have removed Jozsef’s shareholding contrary to law.
- The court action commenced in 2012 is now into its third year and a hearing date of April 2016 is expected. This is estimated to cost Jozsef a further $42,000 he has already incurred costs of over $50,000…..affordable, quick.. definitely no to both
By way of OIA could you please advise
- How action under section 174 of the companies act Prejudiced shareholders could possibly have any relevance to the offences which have been identified.
- The Muse on Allen matter proves that he who holds the company key controls the company and can make changes to the register with total disregard to the requirements of the companies act. How is this not a “a reputational threat to the New Zealand corporate registration system.”
- In the case of Muse on Allen there are gross inaccuracies of the companies register , on what basis does the registrar believe that these inaccuracies are not a “a material risk of financial or other loss or harm to users of the register “ the inaccuracies have been there since August 2012 they are
- 17 Aug 2012 Debbie North appointed herself as Director and back dated this to the date of formation of the company. The reality is that she was appointed only as alternate director. While there Is no provision in the act for this many companies overcome this by inserting the words alternate for alongside the name.
- 19 Dec 2012 Samuel North transfers shares into his own name reducing the shareholding of Jozsef Szekely to 49% in direct contradiction to the companies accounts and without the required compliance with the
- 09 Jan 2013 Malcolm North is appointed as director this is done using the alternate directors vote alongside the director she is alternate for. This appointment is therefore contrary to the provisions of the act.
- 11 Jan 2013 Samuel North removes Jozsef as a director he was voted off by the alternate director and the director who was not lawfully appointed when the three , all family members had a late night meeting in their home.
- 20 Feb 2013 Samuel North changes the registered address of the company to his home address.
- 24 Feb 2013 Samuel North transfers the remaining shares into his own name and becomes the 100% shareholder of the company. Company records at the time show that there are two shareholders Jozsef with $64,118 equity and Samuel with $5,235. The on line shareholding continues to show that there is just one share holder.
- 21 Oct 2013 the annual return is filed and incorrectly records the shareholding showing 100% of the shares owned by Samuel North .
- In January 2014 a statement of defence is filed and claims that “The Companies Office records stating otherwise are in error, and that the plaintiff remains a shareholder in the Company,” the annual return is filed 09 Oct 2014 and despite claiming that there had been an error in the shareholding no correction has been made. The company accounts now show that there is only one shareholder with paid up equity, this is Jozsef with $64,118 while Samuel has a deficit of $6420
- It stands to reason that when shareholders and directors have not been appointed according to the act that everything done from the point of the first breaches of the act impact on the entire integrity of the company . The company has a number of PPSR’s against it and is currently in liquidation court. Those who have security interests in the company have relied upon the falsehoods in the register in lodging those security interests . Do those who provide a ppsr to a company have any right of confidence in knowing that what is on the register reflects reality.
- I have looked at your policy and it states “In order to maintain and enhance our international reputation, the Companies Office recognises that a well-regulated corporate registration system must be not only simple and cost-effective– the information that it contains must also be seen to have integrity, and to be accurate and reliable “ The information with regards to Muse on Allen has no integrity, is not reliable or accurate , I can see how it is cost effective for the government but I cannot see how spending nearly $100,000 in court action hell bent on delay is at all cost effective for Jozsef Please advise whether the cost effectiveness and simplicity is for the users of the companies register or for the government.
- With regards to Muse on Allen the lawyer for the company XXXXXXX, refuses to seek a correction of the register despite the acknowledged error. The registrar will not intervene. It is therefore apparent that acknowledged error remains on the company record without amendment and without consequence . Does this not implicate the registrar in allowing inaccuracies to remain on the records? Does this not conflict with policy? What rights does the registrar have to ignore policy ? how long can an error remain before it is deliberate ?
- There can be no doubt that those who are holding themselves out to be directors of Muse on Allen have abused the privileges of corporate structure. It is not Jozsef’s fault that his lawyers unwisely sought to take court action in which he is now trapped. Due to non-compliance with the companies act Jozsef has suffered significant financial losses please advise why this matter does not come under section 19 of your guidelines and what your definition of serious financial loss is and is this ” significant financial loss in any way related to a persons income or are we looking at figures which only the very rich could lose.
- We have not received a response from the registrar on our latest complaint please provide a copy of all correspondence from the registrar showing the decision in terms of section 22 of the guide lines as to why this matter should not be prosecuted.
- Under the prosecution guide lines http://www.crownlaw.govt.nz/uploads/prosecution_guidelines_2013.pdf you state that he registrar should note that before considering enforcement action the Registrar would need to be satisfied that the offending was serious andimpacted on the ability of the register to perform its purpose;
- poses a serious risk of financial or other loss or harm;
- poses a reputational threat to the New Zealand corporate registration system;
- was premeditated or undertaken for the purposes of dishonest or improper gain;
- was likely to be repeated; and/ or
- was undertaken by an offender with a previous history of serious offending or persistent non-compliance.
On the evidence I have provided it would appear that the offending of the directors of Muse on Allen tick all these boxes , please advise why enforcement action will not be taken .
- You state in your letter “It is unlikely that enforcement action would be taken where non-compliance is technical, where (as in Mr Szekely’s case) civil actions or other alternatives to prosecution are available to remedy harm or where prosecution would not be likely to attract a material penalty. Enforcement action would also be unlikely where compliance has already been achieved.”
- Please advise if this matter is considered “ technical noncompliance “ and provide a definition of what “ technical noncompliance “ is
- What type of matters would not have a civil or other alternative , it would appear that all matters have a civil or other alternative.
- Where in the policy and or the prosecution guidelines is there a reference to “material penalty” does this mean that the registrar will not prosecute any matters where imprisonment is likely ?
- With regards to enforcement action where compliance has already been achieve does this mean that a company like Muse on Allen can blatantly breach the companies act and comply only at the 11th hour and the by prevent prosecution . if this is the case could the minister please also see that this is applied to speeding , parking Please advise why enforcement of the companies act legislation should not be on a par with the enforcement of speeding and parking offences.
I am certain that the news media, chamber of commerce, accountant and the public in general will be interested in your response. It is for that reason that I will be publishing my request and your response.
The matter of Muse on Allen is well investigated, the evidence is there the offences are blatant and repeated and it appears that the victim has to endure years of civil litigation which he cannot afford and all the while the offending continues and the register remains inaccurate.
Please also advise if you will be conducting a ministerial enquiry into this matter as it reflects on the integrity of new Zealand companies and he register and is proof that the system is unsafe.
As a former police officer I firmly believe that compliance is only a reality when the prosecution is real and expected and the penalty outweighs the advantages of the offending.
It appears that the registrars policies are more in line with economics than they are with serious enforcement and ensuring integrity and it makes our companies registrar totally unsafe.
We are led to believe that companies structure is safe. Companies are set up and regulated under legislation which is the companies act . The legislation is administered by the Ministry of Business, Innovation, and Employment. But does that give you any confidence that what is on the companies register is accurate and what about the penalties and enforcement measures how realistic are they ?
It transpires that enforcement of companies act offences is not taken on as diligently as parking and speeding matters and the registrars approach is to seek compliance. In other words.. they may ask people nicely to make corrections . In my career as an investigator I have found instances where directors and liquidators were fictional. when I discovered this I was sued and taken to court for harassment , fortunately in those days the national enforcement unit was active and Lynne PRYOR and Terry Hay were both charged with some 22 fraud offences . see news items Charges over alleged fake liquidator and Boss invents accountant to escape $60k debt .
We had hope that our complaints to the registrar with regards to Muse on Allen may have been taken and addressed in a similar vein but it appears that in a few years there has been a rethink on enforcement.
Despite a detailed complaint with evidence the minister of commerce and consumer affairs Paul Goldsmith has advised in the letter LETTER – to Grace Hadon – 19 August 2015 that ( RIET= Registry integrity)
the RIET is unable to take action in relation to every complaint it receives. I am advised that resources are therefore focussed on those matters that have potential to pose:
• a material risk of financial or other loss or harm to users of the register; or
• a reputational threat to the New Zealand corporate registration system.
We are unsure as to the scope of the registrars inclination to act in such matters as we believe that the companies act offending by Muse of Allen’s directors was at the top end of the scale and fell into the category .
While the companies office chooses the ” economical ” approach to enforcement.. that is not to take legal action.. it has to be noted that Jozsef has already spent $50,000 on lawyers who then withdrew when they had false allegations of contempt of court made against them and who advised jozsef that it was not economical to continue due tot he fact that the company is insolvent.
The companies accounts have shown it to be insolvent since day 1 and ironically the accounts in 2014 showed that Jozsef was the only share holder with paid up equity yet he had no rights except to be abused and bullied.
Muse on Allen is currently in Liquidation court, it was due to appear this week on a claim by the former land lord but our inquiries reveal that this sum has since been paid.
Samuel North who misappropriated the shares and the companies assets for his own use is now looking for more hired help and continues to promote the restaurant as a top restaurant.
Mean while the lawyer for the company xxxxxxxxxxx has filed harassment proceedings against me because I had the audacity to email him and express concerns with regards to his false allegations against me . Harassment proceedings are frequently taken by lawyers who find themselves in a pickle , in my opinion it is bullying and there is no need for it if lawyers stick to their legal obligations.
I personally also have to wonder why this lawyer ,( whose father is a well respected former police officer and who worked with me in the police), would go all out to try to have me removed as support person for the victim of this serious matter.
David I repeat lawyers have an obligation to the rule of law section 4 Lawyers and conveyances act and
Assisting in fraud or crime 2.4 A lawyer must not advise a client to engage in conduct that the lawyer knows to be fraudulent or criminal, nor assist any person in an activity that the lawyer knows is fraudulent or criminal. A lawyer must not knowingly assist in the concealment of fraud or crime.
I joined the police with this lawyers father , I worked with him in Rotorua , he would not condone the action of your clients . Pleases make your father proud and act like a chip of the old block . in trying to remove me as Jozsefs support person you are backing the wrong horse.
I have now spent the best part of the past week preparing for your harassment proceedings , this does not make mr happy at all especially when I went so far as to make amendments to the web site at your request to appease you .
You have falsely accused me of contempt of court, blackmail and harassment . please try to put your energy into justice it will serve you your reputation and the public so much better. .. but it may not bring in as much dosh that is why i am working for Jozsef pro bono .
In the mean time any one going into business has to be aware that the New Zealand company structure is extremely unsafe and it appears that with the use of the company key you can add and remove directors and share holders. you then protract the legal action stall it , come up with false complaints provide a side show and hopefully the aggrieved party will find that it is uneconomical to pursue the matter.
It appears to me to be a perfect script for crime. How to steal a company by Muse on Allen :- if this is not a reputational threat to the NZ companies register I wonder what is?
New Zealand companies appear to be safe on paper but when the 30 significant breaches of the companies act (see Offences ) ranging in penalty from $5000 to 5 years imprisonment can be ignored you have to wonder what confidence the public can have in the integrity of the companies register.
the opinions expressed in this article are genuine and based on research a statute . If any statement is incorrect and requires modification please provide you evidence as to why it is incorrect and we will make the necessary changes.
This publication comes to you by courtesy of section 14 NZ Bill of rights “Everyone has the right to freedom of expression, including the freedom to seek, receive, and impart information and opinions of any kind in any form.”
Good afternoon Graham Bloxam
We noted that you are promoting Samuel North on your web site http://www.socialcooking.co.nz/2014/03/samuel-north/
Samuel North has misappropriated the assets of Muse on Allen as described on our blog.
We sent you an email as follows
Sent: Monday, 3 August 2015 2:34 p.m.
To: ‘email@example.com’ <firstname.lastname@example.org>
Subject: Samuel North .. correction sought
Your web site states
Info:At just 21 years old, Sam was considered to be the youngest Chef to be running his own establishment in Wellington, when he opened Muse on Allen 2 years ago.
This statement is not true Samuel opened the restaurant with a partner who paid for the chattels which Samuel uses.
Samuel removed his partner as director and transferred all the shareholding to himself. This type of action is commonly called fraud.
Samuel has no equity in Muse on Allen according to the 2015 accounts . annual accounts
He additionally ran the restaurant with his mother and father
In the interest of fair trading act could you please amend this statement on your web site to reflect the reality . those who misappropriate assets should not have the opportunity to benefit from it unduly.
The evidence is on our website
The evidence is there for you to see but within seconds of receiving the email you had phoned me on my cell phone and had abused me and resorted to calling me names. You threatened me with lawyers for “ spamming” for the record seeking a correction under the fair trading act is not spamming.
You followed it up with a text which read “never communicate with me or my business again , you are a menace and this has nothing to do with us Graham social Cooking.”
You followed this up with a text stating “ you are evil .we do not support him either so don’t put words in my moth .he is honest, hardworking we have ever had problems with Sam we trust him and you are a very very nasty person but I am sure you get told that often. Dont pick a fight with me you will lose spectacularly.”
Graham ,It would appear that you choose to believe what you are told .You do not know me and you are attacking me unjustifiably.
I would like an apology for the name calling and would like you to correct your web site so that it reflects reality.
I have suffered a lot of abuse from Malcolm and Sam and now you prefer to be ignorant and support a person who has swindled a business away from someone else. Sam did this by changing the share registry without any legal basis for doing so.
We note that socialcooking.co.nz does not how who it is registered to http://dnc.org.nz/whois/socialcooking.co.nz
We see that you run a number of companies https://www.business.govt.nz/companies/app/ui/pages/individual/search?roleType=ALL&q=Graham%20Bloxham many of them have been struck off and social plater is about to be struck off.
Displaying 1 – 24 of 24 results.
|BLOXHAM, Graham· INFOSCREENS LIMITED (1673877) (Struck off) – Director|
|BLOXHAM, Graham· SAVE THE SEVENS LIMITED (2411757) (Struck off) – Director|
|BLOXHAM, Graham· INFORMATIONZ LIMITED (1090657) (Struck off) – Director|
|BLOXHAM, Graham· LUCID MEDIA LIMITED (1188158) (Struck off) – Ceased Director|
|BLOXHAM, Graham· SENSATIONAL SCOOTERS LIMITED (973797) (Struck off) – Director|
|BLOXHAM, Graham· SPECTACULAR OUTDOOR LIMITED (831973) (Struck off) – Director|
|BLOXHAM, Graham· ISTATION LIMITED (1378206) (Struck off) – Ceased Director|
|BLOXHAM, Graham· INFOSCREENS LIMITED (1673877) (Struck off) – Shareholder|
|BLOXHAM, Graham· SENSATIONAL SCOOTERS LIMITED (973797) (Struck off) – Shareholder|
|BLOXHAM, Graham· SAVE THE SEVENS LIMITED (2411757) (Struck off) – Shareholder|
|BLOXHAM, Graham· SPECTACULAR OUTDOOR LIMITED (831973) (Struck off) – Shareholder|
|BLOXHAM, Graham· LUCID MEDIA LIMITED (1188158) (Struck off) – Shareholder|
|BLOXHAM, Graham· INFORMATIONZ LIMITED (1090657) (Struck off) – Shareholder|
|BLOXHAM, Graham· SOCIAL PLATE LIMITED (3351630) – Shareholder|
|BLOXHAM, Graham· SALESWORKS SYSTEMS LIMITED (1845570) – DirectorDirector Appointed 13 Oct 2009Flat 11, 24 Elizabeth Street, Mt Victoria, Wellington, 6011, New Zealand|
|BLOXHAM, Graham Harold· COOKING SHOULD BE FUN WELLINGTON LIMITED (3766560) – Ceased Director|
|BLOXHAM, Graham Harold· M5 LIMITED (1644310)|
|BLOXHAM, Graham Harold· COOKING SHOULD BE FUN AUCKLAND LIMITED (3909064) – Director|
|BLOXHAM, Graham Harold· SOCIAL PLATE LIMITED (3351630) – Director|
|BLOXHAM, Graham Harold· COOKING SHOULD BE FUN HOLDINGS LIMITED (4015338) – Ceased Director|
|BLOXHAM, Graham Harold· COOKING SHOULD BE FUN HOLDINGS LIMITED (4015338)|
We can only presume that social cooking is owned by one of the non-struck of companies .
Perhaps a good course to run would be Sam North:- How to cook the books :- Owning a business with no financial input of your own.
If we all support corruption then there is only one way that the country will go.
If we are united and make people accountable to the law then be can be a proud nation.
This open letter will be published on Transparency as the values of social cooking need to be judged by the court of public opinion.
Phone (09) 520 1815
mobile 027 286 8239
visit us at www.transparency.net.nz
Samuel North was interviewed on Concrete playground
We would like to set the record straight by providing facts .
Yup okay that was impressively disastrous. You’ve certainly picked up from there though, you established this place at 21, which is ridiculously young, what gave you the confidence to do that?
SN: My parents gave me really good support, they’ve supported me the whole way through it. Especially my dad, he’s been in business before and really wanted me to do this I think. Probably not so young though. I could have waited a few more years but I was just too keen, too eager to own my own place, even if it was going to be something else. This place actually wasn’t even supposed to be a restaurant – I just wanted to have a bar but it turned out completely differently.
The chattels of Muse on Allen were purchased using Jozsefs money . this is a copy of the sale and purchase agreement as can be seen the place was purchased for $90.000 of which $70,000 was funds which Jozsef introduced see here ( all enlarge on clicking )
In return Jozsef received a 70 % share holding
Samuel $30 % based on the fact that HE was getting a loan from his parents and girlfriend as can be seen Samuel’s total investment into Muse on Allen which he claims he owns is a staggering $10,000 from his bonus bonds.
What was behind that huge need to h ave your own place?
SN: I just really hated working for people to be honest. I hated getting told what to do all the time. It was driving me crazy. I was just like fuck, what am I doing? I just wanted to do my own thing.
yes the reality is that this statement is true and it would appear that this dislike of being told what to do extended to working with some one who has just purchased the chattels for the business . How true “I just wanted to do my own thing.”
Starting a business so young, was it kind of hard to get people to take you seriously?
SN: Yeah it was really hard, especially in the first year. I’d hired all these young people who were like fuck it, he’s 21 what the fuck does he know? It made me realise that I needed to be hiring the right people who were going to support me and who wanted to listen to me. I find that actually hiring older and more mature is better. I’ve got a lot of older staff now. They’re still in their like, thirties and twenties and stuff but they are passionate about the restaurant, the food and the service.
From what we have seen the person who was calling all the shots in the restaurant was Malcolm North, he was calling all the shots even before he was made a director. the scenario goes Samuel and Jozsef were directors. Samuel gets his mother Debbie North , to be an alternate director she completes her own forms ( which is actually a no no ) and uploads this to the companies register and back dates it to the date of the company formation.
They now use this as a two votes to one directorship and use this to reduce Jozsefs share holding without any new capital going into the business and without any consent from Jozsef. what they did is totally against the companies act .
It is in reality Malcolm and Debbie who were directors with Samuel in the first year after passing resolutions in private to get Jozsef out .
In a herald article –Your Business: Young Entrepreneurs Samuel North is reported as saying
The founder and head chef of Wellington-based restaurant Muse on Allen worked and saved hard for six years, and got a loan from his parents and help from his partner to set up the restaurant, which last year took out a top culinary prize – the Visa Wellington on a Plate Award.
As we have shown earlier the opening accounts of Muse on Allen , they are evidence that Samuel put in $10,000.
Samuel Norths statement above is correct but it conveniently leaves out the $70,000 investment of his business partner who was then in our opinion and no doubt in the opinion of any right thinking person “ shafted.”
The financial accounts for Muse on Allen show the Loans from his parents and Anabel Torrejos and the share holding of Jozsef but the companies records up until May this year showed Samuel as the only share holder. After that date they brought in Janine Corke a strategist of Corum Limited just days after she became a director Jozsef was sued in the district court . Ironically Janine in her linked in profile claims to have been part of victim support . (Good work Janine do you know what a victim is ??? )
The shares Samuel North held were effectively stolen from Jozsef and were never legally transferred and have certainly never been compensated for – there is no other way of saying but it is Fraud at the worst and a serious breach of the companies act at the least
Muse on Allen opened in September three months later Jozsef was kicked out and they blamed him for the company not being profitable.. show us a company which is profitable after 3 months .
Now Malcolm North on behalf of Muse on Allen is suing Jozsef for the losses in what is reported in the press to be a ” very successful ” business owned and operated by Samuel North , so successful that the company is claiming to be insolvent see Statement of Claim. Goes to show that even after three years the company is still running at a loss despite all the glowing press reports which say it is full night after night.. but then that is the power of advertising and a different story .
Malcolm North supplied free of privilege the end of year accounts which clearly show that Jozsef is a share holder and has been totally alienated from the company which Samuel pretends that it is his own- even issuing a trespass notice against Jozsef. annual accounts
False allegations are now being made of contempt of court this is because lies have a way of getting tangled and drive desperate people to making desperate accusations.
Samuel and Malcolm you could try paying Jozsef back his money and his costs that you have trumped up through delay tactics.
Let us look at the future by being responsible with regard to what you have done in the past , what you have done to Jozsef is not right .
We also include the some real feed back with Samuel North’s responses which we captured before it was removed .. they speak for themselves..click to enlarge they originate from Trip advisor
Our post MUSE ON ALLEN we reveal the secret to Samuel North’s success. Has met with total acceptance of Malcolm and Samuel North but no so of the lawyer for Muse on Allen .
Despite knowing where our information came from the lawyers for the company are making allegations of Contempt of court when there is no way in the world that we have had access to the documents which were provided for discovery.
Malcolm North on the other hand has been freely distributing the accounts and then claims that we are breaching court orders when the documents he has provided have not been given with any privilege attached .
this post has been amended when the lawyers made threats of defamation because they did not like the fact that we pointed out that we were not in contempt of court and took issue with these false allegations.
The lawyer is now putting pressure on Jozsef to get these posts taken down. Truth and transparency appears not to suit them
We are taking this action because Jozsef is a share holder of Muse on Allen and they allege that he has been removed from the register in ” error’ We believe that if you have made an error and you have identified it then you correct the error.
the company records have been updated at lest 6 times since alleging that Jozsefs name has been removed in ” error’ so why is his name not back on the register ?????
Any way it appears that Malcolm and Samuel agree with the posts here is a communication with Malcolm and some feed back which Sam has seen fit to remove from Trip advisor
From: malcolm north [mailto:email@example.com]
Sent: Thursday, 9 July 2015 6:10 p.m.
To: ‘Grace Haden’
Subject: RE: CIV 2013-485-9825: Szekely v Muse on Allen Ltd
Thanks for the update you haven’t taken any notice of me at all about your grammar ,punctuation and spelling.
Response :Thank you Malcolm did I mention that English is my second language .
On 9 Jul 2015 9:19 pm, “malcolm north” <firstname.lastname@example.org> wrote:
Thanks for that .Probably why you can’t understand Szekely walked out of the Restaurant after eleven weeks .Funny how you haven’t told anyone this.
Response :Did he walk or was he pushed. I suspect he walked just like pirate’s made their victims walk the plank. Yes its all Jozsef’s fault because he wouldn’t put up with the bullying. Bullies always blame their victims.
On 9 Jul 2015 11:01 pm, “malcolm north” <email@example.com> wrote:
Response : Yes he walked….. Straight to his lawyers see letter here letter from lawyer 16Jan
Note: Samuel did an interview in Concrete Playground these are extracts show how he started Muse on Allen the reality is reflected in the fact that he transferred the share holding of another chef into his own name and then denied Jozsef any rights . The accounts in 2014 show that there were two share holders in the accounts although Samuel was listed as the 100% share holder on the companies office site .
Jozsef had $64,118 equity in the company while Samuel owed the company $6420 yet Samuel went out a bought a 207 BMW SUV loaned against the company BMW
Remembering this read the article below and remember that Samuel is being acclaimed as begin the youngest Chef in Wellington to OWN a restaurant .. He actually OWNS NOTHING and OWES it all to Jozsef
This is the real secret to opening your very own restaurant. its called other peoples money .
In our professional opinion it is fraud when you get a person to invest in a company they are the majority share holder and then you move all their shares into the name of a person who makes a living off the company . At the same time the majority share holder is excluded and is sued for the losses incurred by the company.
to put the icing on the cake the losses include the purchase of a 2007 BMW which the person who has no share capital in the company but who has claimed all the shares as his own, uses as his own .
From: Samuel North [mailto:firstname.lastname@example.org]
Sent: Thursday, 9 July 2015 12:26 p.m.
To: ‘Grace Haden’
Subject: RE: CIV 2013-485-9825: Szekely v Muse on Allen Ltd
You have the wrong BMW on your website along with all the other wrong information
Its actually only a 2.5L not 3L
On 9 Jul 2015 4:12 pm, “Samuel North” <email@example.com> wrote:
I’m getting phone calls from friends and Hotel management about the email you sent out they find it very amusing.
Its very embarrassing having a BMW X3 on there that has done 90,000ks mines only done 50,000ks and my alloys are way different.
Can you please correct and re send
Head Chef / Owner
Muse on Allen Restaurant & Bar
My response : Certainly
On 9 Jul 2015 4:18 pm, “Samuel North” <firstname.lastname@example.org> wrote:
Much appreciated, mines a 2007 model as well.
Also can you please add in the shareholders agreement we had with Jozsef, want to make sure we are transparent here.
My response :Yes that’s there. Twice
On 9 Jul 2015 4:24 pm, “Samuel North” <email@example.com> wrote:
Sweet as, I love reading over those articles of myself again, really makes me feel good and I achieved things as a chef and business owner.
Hope we get a few clicks out of it.
My response :Am Sure you will. Happy to help
by the way for accuracy could you send me a photo of your. BMW.
From: Samuel North [mailto:firstname.lastname@example.org]
Sent: Thursday, 9 July 2015 4:30 p.m.
To: ‘Grace Haden’
I don’t have one on hand but will get one to you soon with a few shortys hanging off it in those beautiful nickers you mentioned
I did not respond :the knickers he is referring to are the ones he purchases on Trade me see these purchased by gamgee1
From: Samuel North [mailto:email@example.com]
Sent: Thursday, 9 July 2015 5:35 p.m.
To: ‘Grace Haden’
Very amusing how much of the information you posted on your pathetic website is wrong
The car loan is under my name and my partners not through the company.
My response:Tut tut tut telling lies gets you caught out
Attachment sent BMW…. this is the PPSR report which very clearly shows the vehicle being purchased in the name of Muse on Allen Ltd
Open letter to Craig Foss Minister of small business
Good Morning Minster
I am approaching you in your capacity as minster for small business and wish to bring to your attention a major flaw which I have identified in the enforcement of the companies act with regards to small businesses.
We appear to have entered a phase where economics are considered before justice and this is distinctly in favour of those who breach the provisions of the companies act.
I am a licenced Private Investigator / Former long serving police and prosecuting sergeant . Earlier this year a young man approached me when his lawyers advised him that after spending $50,000 with them to seek justice it would take another $42,000 to get the matter to trial and since it appeared that the company was insolvent there was no point in pursuing the matter .
In brief the circumstances are my client Jozsef Gabor SZEKELY and Samuel Raymond North are chefs, together they purchased a restaurant for $90,000 they set up a company called Muse on Allen Limited and were 70/30 share holders .
Jozsef is an immigrant to New Zealand . Samuels Father, Malcolm North is an Employment Broker for the ministry of Social Development. Malcolm helped and supported the two boys in getting the business started but it now appears that as far as Jozsef was concerned there as an ulterior motive, that was to provide his son with a company financed by some one else.
Samuel gave the company key to his mother she used this to appointed herself as director and backdated this to the companies date of formation.
Samuel reduced Jozsef’s shares to 49% , then appointed his father as director, removed Jozsef and finally transferring all the shares into his own name. this was all done contrary to the act and without the injection of more share capital
This occurred in January 2013 less than 6 months after the company was formed. Jozsef immediately went to see lawyers . It was correctly identified as fraud but could not get the police to take a complaint .
The lawyers took the matter to court under section 174 of the companies act and Jozsef spent most of his time earning money to pay the lawyers.
Malcolm represented the company in court and even posed as though he was counsel this caused Jozsef’s expenses with the lawyers to go out of hand .
The company would not give Jozsef any of the documents which a shareholder is rightfully entitled to but they were released to Jozsef’s lawyers under confidentiality and copies remain in their office and no duplicates have been released.
When the lawyers withdrew Jozsef approached me, I attempted to get the registrar to correct the on line register based on a set of accounts which we had obtained outside the discovery process.
The registrar however would not act as they claimed that redress was available through the courts .
I acted as a Mc Kenzie friend for Jozsef and supported him in representing himself in court ,the matter was to have been set down for a formal proof hearing but now the company has engaged counsel ( instructed by the very directors who have breached the companies act in so many ways ) and it is set for a three day trial in September on the matter of Jozsef being a disadvantaged shareholder.
In early June we were advised By Malcolm North that the former lawyers for the company have taken the company to liquidation court and the company could be wound up before the hearing.
Jozsef has not only lost his $64,000 investment in the company but has paid $50,000 in an attempt to have his rights enforced.
The final straw came when the company sued Jozsef on 19 June in the district court for the losses which the directors have incurred in the company since unlawfully removing Josef’s shareholding .
The whole purpose of a limited liability company is that the losses are limited to that of the shareholders equity yet Jozsef now finds himself burdened with a second set of court proceedings.
So we now have an ironic situation where by Josef’s shareholding has been removed from him and he is being held responsible for losses in the company due to being a share holder
I have prepared and filed an extensive complaint with the registry integrity , there are some 30 serious companies act offences which the directors and their associates have committed. Yet in again a parallel move they are attempting to hold Jozsef for contempt of court for allegedly using the accounts and the documents which have never been copied or been outside his lawyers office .
The entire process has been total bullying and abuse .
Those who invest in NZ companies should not be subjected to this lunacy, it destroys confidence in small business and shows that there is a major flaw in the system which allows people to effectively steal shareholders equity and use it for their own means. The law is there to protect persons such as Jozsef and ot should be affordable and expedient.
Samuel North has a deficit of shareholders equity in the company yet drives around in a late model BMW vehicle owned by the company while the only person to have invested in the company is being hammered in the court
We request urgent intervention in this matter where by the registrar seeks to hold the company and its directors accountable to the act.
We need a system which prevents this type of scenario from repeating .
In the interest of public confidence in small business ,we hope that you can open a ministerial enquiry into this matter so that this cannot happen again.
I am happy to supply the complaint to the registrar and the evidence on your request .
Muse On Allen Restaurant – Food that inspires and a secret that does not amuse
Restaurateur Samuel North has been in the news many times , each time there is a common thread and that is – he is identified as- the youngest chef in Wellington to have his own restaurant .
Transparency New Zealand will today examine the truth behind that statement and others which we have located in the news.
For convenience we have prepared a file with the relevant documents they can be found here samuel north evidence ( most of the originals of these documents are available on the companies register , the others have been filed in the Wellington district court with the exception of the car registration which comes from the on line register)
Page 1 this is the sale and purchase agreement the lawyer involved for Muse on Allen was the North’s own lawyer .The company was set up with two directors and two share holders Jozsef Gabor SZEKELY who owned 70 % of the company page 2 and Samuel Raymond NORTH who owned 30% of the company .
Malcolm North was involved from day one and took charge, he drew up a Partnership agreement and as can be seen Samuel’s total contributions was to be $10,000 as opposed to Jozsef who invested $65,000 .page 3
Jozsef understood that all would be equal partners but that was not to be, as it was later revealed that every one except Jozsef introduced their money into the company by way of loans . Jozsef on the other hand was recognized in the accounts as a share holder .
Debbie North Samuel’s mother requested to be an alternate director for her son instead she completed her own directors documents and uploaded them on to the companies site back dating them to the date of the companies formation Pages 4 &5
On 3 November 2012 the dominion post published a review of the restaurant Muse on Allen: Food fit for the gods
On 19 December 2012 Samuel without complying with the required legislation and without any share holder transfer documents reduced Jozsefs 70% share holding to 49% Page 6.
Another great review was published by Raymond Chan on 4 January 2013 acclaiming both chefs.
On 9 January 2013 without following the required procedure for appointing a director Samuel prepares a directors consent for his father Page 7 and up loads this to the companies register Page 8
Malcolm North, Debbie North and Samuel North are now all directors and have a meeting at their home on the 10 January they resole to remove Jozsef as director Page 9
24 February Samuel North transfers all of Jozsef’s shares to himself . page 10
Jozsef who consulted Lawyers on the 10th of January 2012 has spent two years in court attempting to get justice.
It has been a stalling game one intent on costing Jozsef big $ and now when the end is in sight Malcolm North advises that the company is in liquidation court.
Malcolm North has also been passing himself off as counsel in court documents see here 18 Amended Statement of Defence In this document Malcolm also states
The Companies Office records stating otherwise are in error, and that the plaintiff remains a shareholder in the company, and
The amendment of the Company’s Office register on or around 24February 2013 was an error, and the plaintiff remains a minority shareholder of the Company.
despite making this statement the companies register has never been corrected.
On 19th June 2015 despite Jozsef being denied any rights of a share holder, Malcolm files documents in the District Court pages 11- 54.
In the statement of claim he alleges that Jozsef as a 63.2% share holder is responsible for the corresponding % of losses in Muse on Allen for the 2013 & 2014 financial years .
this would have to be a first in New Zealand where a company sues its only solvent share holder for the loses which the management has incurred after denying the share holder any rights.
The accounts attached speak volumes especially the share holder accounts they show that Jozsef has paid up share capital of $64,118 and Samuel North has a deficit of $6420.
No other persons are shown as share holders and no other share capital has been introduced.
The accounts clearly show however that the funds introduced into the company by Samuel’s parents and his girlfriend Anabel Torrejos were introduced as LOANS. they have never been recorded as share holders.
We wish to make it clear that these documents came to us without any restriction or confidentiality and as can be seen they clearly identify Jozsef as the majority share holder.
As a share holder and in this case the only paid up share holder he has every right to the accounts .
On a % share holding basis it is obvious that the sole owner of Muse on Allen is Not Samuel North but Jozsef .
We believe that what has happened in Muse on Allen totally undermines the confidence that should be had in the integrity of our companies.
Jozsefs battle to be recognized as share holder continues but in a bizarre twist Malcolm North advised Jozsef on 8 June 2015 that the company is currently in insolvency court being sued by Kensington Swan , their former lawyer. The date for the hearing has been delayed allegedly in the hope that they can repay the debt which we believe is some $24,000.
In the mean time Samuel North is driving about town in a Black BMW X3 2007 Reg HYE837 Page 55 .similar to the one pictured for which he has raised a loan through the company ( see corrections on Samuel North responds )
Now that you have these facts you can look at the following articles in a different light , we particularly like the concrete playground article it speaks volumes and is well worth reading and now that you know the truth you will have more insight.
Other less colourful articles are below they all assert falsely that Samuel is the sole owner of Muse on Allen Limited.
11 august 2013 Muse on Allen takes Top Honours– Wellington has a new rising star on the food scene, with the 22-year-old head chef and owner of Muse on Allen taking out this year’s MiNDFOOD Wellington On a Plate Award……Muse on Allen’s 22-year-old head chef and owner, Samuel North
04/09/2013 Young upstart of the restaurant scene Samuel North is not your typical restaurateur. At just 22, he’s thought to be the youngest chef running his own dining establishment in Wellington. In fact, he was 21 when he launched Muse on Allen in the former site of Satay Kampong restaurant at the top of Allen St…..In his most recent job at the White House as chef de partie, he read about Martin Bosley starting a restaurant at the age of 21, and says: “I was inspired by that. I thought I could do that. I started looking at places up for sale. We looked at 19 different places before we found this one.”
August 9, 2013MiNDFOOD Wellington On a Plate Award Winner Announced 22 year-old Samuel North, chef & owner of Muse on Allen, takes out the MiNDFOOD Wellington on a Plate Award….Wellington has a new rising star on the food scene, as the chef & owner of Muse on Allen takes out this year’s MiNDFOOD Wellington On a Plate Award…..Muse on Allen’s 22-year-old head chef and owner, Samuel North,
21 July 2014 Theatrical dish coasts into Dine award final Samuel North, 23, the head chef and owner of Muse on Allen in central Wellington, has had his restaurant nominated as one of five finalists in the Visa Wellington on a Plate Award.
06/08/2014 Fresh faces of food SAMUEL NORTH, OWNER AND HEAD CHEF AT MUSE ON ALLEN Samuel North was just 21 when he opened his own restaurant, Muse on Allen in 2012. By that time he’d already chalked up six years behind the stoves of a whole bunch of kitchens from Wairarapa to Hunter Valley. “I think I may have been the youngest chef to open a restaurant in town. There was this big hype when I opened it because I was so young and a lot of people thought I’d fail, ” he says
Oct 13, 2014 NZ Herald -Your Business: Young Entrepreneurs “I have no credit cards, no bank loans – nothing,” he says. “The banks ran a mile when I put the idea to them. It’s pretty funny looking back at it now; there was no way they were taking the chance on me – and I can’t blame them.“
March 2013 social cooking :Samuel North Info:At just 21 years old, Sam was considered to be the youngest Chef to be running his own establishment in Wellington, when he opened Muse on Allen 2 years ag0
August 13, 2014 48 hours in the capital: Where to eat in Wellington Head chef and owner Samuel North is, amazingly, only 22, and made a name for his new restaurant
31 January 2015 Grab one Owner and chef, Samuel North, won this year’s MiNDFOOD Wellington On a Plate Award, which recognises the top level of creativity and skill among Wellington’s chefs, along with their ability to showcase local ingredients through Dine Wellington’s festival programme.
18 April 2015 Muse and a little Singin’ in the rain Muse is the establishment of Samuel North, a young chef in Wellington with a bucketful of talent.
Muse on Allen Restaurant and Bar -Wellington on a plate