LOADTEK INSTRUMENTS LTD
POWTEK LTD
ADX ELECTRONICS

DISPUTE EXPLANATION by Antony Dean 21-11-99
RE: "MARTIN ELTON'S CEASED TRADING FABRICATION"
(DRAFT)

IN A NUTSHELL

Martin Elton is saying that we agreed in a meeting some months ago that Loadtek was to "cease trading". He is lying.

The meeting he refers to was on 20 June 1999. It was agreed, in principle, that our business partnership was untenable, and that neither the loads project nor Loadtek would continue on in its current form (which we knew anyway). This implied a temporary cessation of Loadtek's actions, however there was certainly no formal agreement that Loadtek would "cease trading", and the rest of this page makes that clear.

He is using this lie to support his view that it allows him to set up in opposition to Loadtek without regard to ownership of (or licence to use) intellectual property, or his responsibilities as a director. (He is using another set of fabrications to gain access to the more tangible assets - detailed in the " ASSETS THEFT" page).

 
CONTENTS

I will deal with the following points is reasonable isolation:


IN DETAIL 

It does appear that Martin now truly believes that an agreement was made to "cease trading" at the meeting. From reading his emails (link TBD) it seems that he is just as appalled that I may question this supposed agreement, as I am with him for stealing 70 weeks of my effort. His personality is of a type which allows this to happen rather easily (TBD link to "I like to lie to myself" page). I can only conclude that he must harbour some deeply-buried understanding of the facts, or be incompetent, insane, or a combination of the three! 

The events leading up to the meeting are detailed elsewhere (TBD). But basically, problems were brewing since about March 1999. Mid-year, I took a serious look at my business interests and concluded that I was vastly over-committed, in fact I even shut down my own business (it still technically is). Although it did not really affect Loadtek, Martin could see that things were on the move, and the worry was becoming too real to him that I could no longer work blindly towards his goals (as he knew anyway). Then he sent a 'mad' email (link TBD).

That's where it all started in earnest. A few emails bounced back and forth, for the first time we began saying what we really thought with some emphasis. We stopped talking to each other. Our mechanical designer saw a communication breakdown and called an informal meeting to get us talking again (18 June 1999). It was most certainly not an official shareholders' meeting.

However, it was clear by then that some changes to Loadtek's structure were going to be necessary. I prepared a list of options (link TBD). 

Meeting 20-June-1999. The following is based on notes made the day after:

No firm decisions were made, except the intention to "split".

As usual for any loads meeting, I took minutes on my laptop. Due to the informal nature of the meeting, they were even more rough and incomplete than usual. More on this later.

In the days after the meeting, Martin continued to actively negotiate with "the marketing guy" over the sale of my shares in Loadtek. (When I met "this guy" it became clear that Martin's description of him was disconcertingly wrong, and vice versa for Martin's description of me - not a wonderful sign for a potential investor!) Following that, Martin continued to negotiate with me along the lines of buying most of my shares and gaining control of the business. In fact the day after the meeting he began negotiating with our major customer!

There was certainly no intention for Loadtek to "cease trading". I have witnesses and a list of emails and as long as my arm supporting this fact. I will publish those emails as I get time. 

No! Well, not to the best of my knowledge - I can't remember not saying it. It just wasn't that sort of meeting. Given the strained situation, no one was expecting any legally binding agreements to be made then and there, especially not verbally! The term sounds very "legal" to me and I'm sure I would have picked up on it had Martin said those words, and I would have corrected him. I know I smelled a rat instantly when they did arise some days later.

Even if someone had said it in passing at that meeting, I have advice that

(1) you can't make such an important decision about the legal status of a company with such an informal process, and

(2) it doesn't matter anyway - it does not reduce a director's responsibility to act in the best interests of the company, and it does not affect ownership of anything.

Even though it is both untrue and obviously invalid, he has used it to cloud the truth and confuse the real issues. It has worked so far. Perhaps I should just stop fighting it, but I don't see how lying will help. 

After taking minutes on my laptop, I would usually clean then up and add comments after the event, before emailing to the others present. Fortunately I never got around to it, because the file remains exactly as it was saved at the end of the meeting.

Neither "ceased" nor "trading" occurs at all (CTRL-F, cease, ENTER "Word has finished searching the document. The search item was not found". In fact the character sequence "ce" only turns up matches for "confidence" and "success" and the characters "tr" do not occur at all!). I've got to be clear about this!

Within a few days Martin began asking for a copy of these minutes. I was busy, it was going to be a big job. Then he began asking for a copy of the minutes which show we have "ceased trading". I smelled a rat instantly, because it did not sound like something he would come up with on his own. THIS is when "ceased trading" was first mentioned and I am 95% certain of that. My immediate feeling was that Martin had just been to see his solicitor soon after the meeting and had come up with "a plan". 

If Martin had paid for such a "plan" then he still needed proof that Loadtek had ceased trading. Given the facts, he only had two options (and one involves time travel with a person who looks and sounds exactly like me). (This part is conjecture.)

The following comments are a fabrication of Martin Elton, on or around 31 July 1999, in respect of a meeting that occurred on 20 July 1999, and arrived by email (evil-3 link TBD):

****************************************************
Due to the fact that Loadtek has ceased trading as agreed at the meeting
of Sun 20th June 99, ( I have asked you several times for a copy of the
minutes but you never sent them), [I have included a copy of the minutes
that I recorded) and as this has been dragging on for weeks ( or months)
and will continue to do so if we cannot agree by Monday 2nd Aug 99, I
will have to consider starting a new company.



Loadtek Instruments Ltd.

Minutes of the Meeting of Sunday 20th June 1999


Present : Martin Elton, Antony Dean, Barry Twigley.


There was much discussion on the state of the company. Many options were
discussed as a way to proceed. These included discussion of possibly
both shareholders being able to use the designs to date, in other
companies outside of Loadtek and that Loadtek would be wound up. Other
discussions were whether Antony would be willing to sell his 50% share
holding.

At the end of the meeting none of the above was agreed to.

In conclusion the shareholders agreed that Loadtek would cease trading,
as from today, due to both shareholders had no confidence that Loadtek
would be profitable in the foreseeable future, and that neither
shareholder wished to put in any more of their time or money to fund
Loadtek.
****************************************************

HIS LAST PARAGRAPH IS A BLATANT LIE!
SO IS THE FIRST ONE!

This should be obvious from the other comments on this page. I also have a number of types of direct proof (which I will not detail here as I may need them to defend myself). (This part is NOT conjecture.) 

Through the actions of Martin Elton, Loadtek is now going through a serious "lull in trading", that's for sure. But who can say it has ever "ceased"? While ever there is a company in existence, it is physically possible to make product, and someone intends to continue on with the same business, this is an unknown. I certainly did not agree to it. When Martin made the assumption that Loadtek had ceased trading, he ignored the opinion of a 50% shareholder (myself).

It is an opportunistic fabrication, based on some fairly dodgy legal advice I guess.

However, the confusion Martin has managed to generate by sticking to his "ceased trading "story has been enough to stall any attempts to arrive at the obvious truth (which doesn't look so good for him).

 

LIST OF RELEVANT EMAILS REFERRED TO BY FAX 15-11-99
tbd

VARIOUS OTHER EMAILS
tbd

(This page is a draft, but has been proof read and as far as I am aware contains the truth. Unlike specifications, the truth is not subject to change, but like specifications there may be typos or inaccuracies.)