companies register

Open letter to the North family Debbie ,Malcolm and Samuel

pic 3Dear Malcolm Debbie and Samuel

several months ago I corresponded with you and told you that neither Jozsef  or  I did  wished to communicate with you ,but you continued to send bullying and abusive emails.

The police even contacted you email to muse restaurant 171115 and warned you that your communications  could well be breaking the law.

But the law apparently means nothing to you,  you appear to find it humorous .

So we have just had Christmas. Both Jozsef and I have had to endure more harassment  and bullying  now  you claim you wish to negotiate because you fear being in prison  this time next year.

Now you and I both know that  innocent people do not have to fear  repercussions of the law  but you have already stated that   the police will not arrest you for  stealing Jozsefs shares. WE have so many confessions it appears unreal that you are still in denial .

The lawyers firm which you engaged to represent the company   found themselves in such a bind that  they had to take court action against me because they didn’t know which way to turn . on one hand they had to admit that Jozsef had no  rights and on the other   hand you were suing him as a majority share holder  . Never before has there been such a ridiculous set of circumstances and blatant theft and you wish to negotiate settlement with Jozsef .

Those who commit offences are not  in a position to negotiate  to seek a discount on the sums which they have stolen and the losses they have caused.

I have already told you  that a good starting point  would be full compensation to Jozsef for  his losses. You have his bank account details  you may wish to  start repayment  of the shares which you  unlawfully transferred.

I have also taken the liberty of writing to the business broker who has Muse on Allen listed  for sale   it would appear that  this is a major transaction one which is not permissible without consent from the share holders  and s you   have commenced  legal action against Jozsef as majority share holder it would appear that you have  posed yourselves  some problems

No matter what, the outcome for you will be much better if you were to  voluntarily commence reparation to Jozsef. the police and the courts will view this favourably .

Other than that  neither jozsef or I wish to hear from you and emails and gifts indication what a laugh   the last year has been will not serve you well .

You will be contacted by Jozsefs lawyer in due course , currently we are in the middle of  a legal holiday . so  please be patient  and do not   communicate with either of us  your communications are unwanted  .

We look forward to seeing the matter resolved in 2016 , the ball is entirely in your hands you can make it better or you can make it worse. your current conduct is unhelpful.

 

email in response by Samuel

From: “samuel” <samuel@muserestaurant.co.nz>
Date: Dec 29, 2015 9:33 PM
Subject: Re: Meeting
To: “Jozsef Szekely”
Cc:

 

Jozsef should we both spend 50k on solicitors again in the new year.
Looking forward to it.
I love filling their pockets.

 

Open letter to the ethics committee of the New Zealand association of Counsellors

Opethicsen letter New Zealand association of Counsellors 

From: Grace Haden
Sent: Friday, 11 December 2015 10:22 a.m.
To: ‘ethicssecretary@nzac.org.nz’ <ethicssecretary@nzac.org.nz>
Subject: harassment and bullying by Debbie Norths son and Husband.

I am a licenced Private investigator.

I have been assisting  a young  chef who has had all  his equity  in a company stolen  from him  by  Debbie North , her husband  and   son.

Jozsef   invested $64,000  in  a restaurant Muse on Allen     there were  two share holders Debbie’s son  Sam  and Jozsef  30 % Samuel   70% Jozsef .

Debbie became an alternate director  but  exercised full director powers  and allowed her son to transfer  21% of the shares from Jozsef into his own name   contrary to the provisions of legislation and without any legal basis. This  reduced Jozsef’s share holding to  49%.  No other money was invested into the company   apart from  funds  clearly introduced as LOANS by the  Norths and Samuels girlfriend    Annabelle Torrejos

Debbie   was  then party to  making her husband Malcolm a director   and the three of them removed Jozsef  as director   and then transferred the remailing shares to Samuel making him the 100% shareholder   of the company while he had not introduced any equity in to the company and   was in fact showing a deficit of some  $6000  of drawings against  equity in 2014

In court documents  she claimed this was  an  error   how ever this error has not been corrected by her  despite the fact that she filed the annual reports with the companies office 21 October 2013 and
09 October 2014 and failed to  correct the share holding   .   these are serious offences under the companies act

I was taken to court  for alleged Harassment after the  lawyer they employed to act  for the  company ( but  in reality only acting for  their interests) accused me of contempt.   I advised him that he had a legal duty to comply with the law and be independent  in acting for the company  and  so  I was taken to court for harassment .

The court action was in Wellington  ( I live in Auckland )    I   told the lawyers   who were taking this action that I would give an undertaking not  to contact  this  sensitive lawyer who  apparently  did not wish to  be independent and comply with the law .

The court date was concealed from me and I was advised  of the hearing at 9 am on the day of the hearing     and therefore could not make it to wellington on time.  I was  called a serial defamer and harasser   based  on  the lawyers submissions  and    have been ordered to pay $5000   for this privilege    I have asked  for this decision  to be recalled as   the process was not fair  and transparent.

The Bullying and harassment in this matter is  beyond belief.  I am not he only one subjected to it – Jozsef has had    abuse hurled at him and has been  physically threatened in court by Malcolm North .

After losing his  own restaurant  Samuel taunts him     by saying  what is it like flipping ham burgers..  and  making himself out to be the all successful chef  based on the fact that  he “ owns “ a restaurant which Jozsef  has  effectively  purchased the chattels for   before being kicked out three months into the  operation .

The police are only   good for writing  warning letters     and nothing  further   appears to be on their agenda   other than getting people to take things to court  where they are subjected to massive legal bills (  Jozsef has already paid out  over $50,000)

amendment:   It is  our honest opinion that  Malcolm has been attempting to  interfere with Jozsef’s  employment   apparently by using his capacity  as Employment Support Representative in  the ministry of social development . This  honest opinion is based on events which occurred at Jozsefs work place   and   events which played out .   Malcolm has alleged that this statement is declamatory  but it is our  honest opinion that this is the case perhaps Malcom would like to explain why he met with Jozsefs  supervisor  and why  Jozsef was then put in the position that he was placed in . Honest opinion is never defamatory 

Jozsef  is under extreme pressure and I fear that the ongoing attacks on may have serious repercussions  . this has been going on  for three years

Even after the police  told  Samuel  and Malcolm not to send  any more emails they have continued to do so  making  false claims  and  bullying remarks about personal relationships  remarks which are    untrue and have no substance but are made  in an attempt to hurt  and denigrate

I find it ironic that Debbie works for the mediation service      and I see the ethics of her and her family  counterproductive to the aims and  values of your organization

Since Debbie made a claim to the court that   Jozsef’s shares were  transferred in error  she should seek to correct it, instead she chose to resign as  director  and has allowed her husband and son to continue harassing   and bullying.

This has to  stop    and that is why I am bringing this to your attention

I have Lots of information about this on Transparency.net.nz  and in the interest of transparency  I will publish this letter there as an open letter  the public has a tight to know that you employ a  membership secretary who is  party to all of this .

I doubt that you will do anything  as  we appear to  be incredibly good at duck shoving in NZ  it is always someone else’s problem  .  The problem in this case   is the lack of enforcement of our laws  once upon a time    people who committed these offences  were behind bars  now they  just   bully people    and hopefully  their victims will commit suicide  and  then they can say see  he/ she was mad all along.

This is why NZ’s  suicide rate is higher than   our  road toll and drownings put together  .  You and any one reading this has to  act     we force people to go to extreme expense   to save the one or two toddlers who drown in  domestic pools each year  but we allow bulling in adults  and through lawyers to continue .

I do hope that you act.    I fear that you will not .

Regards

Grace Haden

Muse on Allen Limited a lesson on share holder agreements and Independent & competent lawyers

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…

Read the whole article »

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  apartnering agreement 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  .

A  sample copy of a share holders agreement   can be found  at this link   an unprotected version of the document is here shareholders-agreement.

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.

In this case Anabelle Torrejos, Malcolm  North and Debbie North  could not sell their shares  as they  did not hold any.  they were instead lenders   as   they loaned their funds   to the company.shae holder accounts

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 .

 

Muse on Allen a case study of the dangers of NZ companies

Muse on AllenWe 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 .

our complaint   is here  these are the offences  Offences and this is  evidence part 1 and  evidence part 2 the pages are referenced int eh complaint and the  offence summaries.

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.

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.

removal

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.”