Emails core to the Loadtek/Powtek dispute
- from "mad" to "evil" (ie links I have referred to elsewhere but not yet connected up).

These emails are just a fraction of the communications over the time period, the rest is either mundane day to day communication, or detailed negotiations over how Loadtek would continue. The emails presented here have not been selected or edited in an attempt to subvert the truth, I have tried to be as objective as possible.

Names of third parties have been replaced with XXXXX (if I have missed any please realise they are not involved in any way in this dispute, eg Barry). Please realise I mean no offence to anyone (including Martin Elton, but this is impossible to avoid when stating facts). I have not checked the dates as they appear in the emails, they are probably right but it has been a problem recently with Martin's emails.

Enjoy.

DRAFT DOCUMENT 1-Dec-1999


Date sent: Tue, 15 Jun 1999 17:38:23 +1200
From: Martin Elton <melton@xtra.co.nz>
To: adean@adx.co.nz
Subject: Situation

I have been considering the current situation that loadtek is in and
have decided that there is no way I will continue with my time and
money. I need to know if you are willing to play ball? Are you prepared
to do things on a democratic basis? We both have 50% shares and both
need to agree on the way forward. If you insist on a non-negotiable
stance then I think it is probably best if we pull the plug on Loadtek
straight away.

If you are prepared to listen to other peoples ideas and compromise on
the way ahead, then there are many things must be clarified and big
changes will have to occur before proceeding. I won't go into them
here. I will want to get this marketing guy involved and he wants to
buy shares.


ME



From: Self <adx>
To: Martin Elton <melton@xtra.co.nz>
Subject: Re: Situation
Date sent: Tue, 15 Jun 1999 21:13:36

> I have been considering the current situation that loadtek is in and
> have decided that there is no way I will continue with my time and
> money. I need to know if you are willing to play ball? Are you prepared
> to do things on a democratic basis? We both have 50% shares and both
> need to agree on the way forward. If you insist on a non-negotiable
> stance then I think it is probably best if we pull the plug on Loadtek
> straight away.

Pull the plug if you want, because although I am willing to play
ball, my life and own business have to take priority at some stage -
it wasn't my desire to create a monster (neither yours I know). A
democratic basis is all I am after, all I want to do is clarify my
original intentions - the only reason for me making anything
non-negotiable (eg automation) is that I know that "the other way"
is the wrong way and I'm saving myself (and all of us eventually)
the bother of wasting too much time - because ultimately I won't
want to do it if I feel it is wrong to the core.

Please realise it is NOT my intention to force you into something
you don't want, instead it is to stop me getting trapped into
situations I don't want. I am merely stating what will and will not
work for me.

As far as my 50% shareholding with Loadtek is concerned, there are
certain things that were non-negotiable from the start, you cannot
change them by assumption. We both have 50% shares in Loadtek, but
as far as I know I am own the bulk of the investment in the loads
project (not what I wanted to do as there's not much I can do with
it, but it's the way it is).

> If you are prepared to listen to other peoples ideas and compromise on
> the way ahead, then there are many things must be clarified and big
> changes will have to occur before proceeding. I won't go into them
> here. I will want to get this marketing guy involved and he wants to
> buy shares.

I am certainly prepared to listen to other peoples ideas and make
sensible compromises - but I want to deal with the complete
picture. Until you can deal with the good AND the bad in a
situation you are guilty of the same problem you talk about of me.

I am certainly not against big changes though.

If you want you can get the marketing guy involved (subject to
approval) and he can build your shareholding up to 50%. I will
retain 50% shareholding. Ironically, I would ultimately like LESS
involvement, but with our current management problems this would be
very foolish of me.

Really, I am not trying to be unfair. My only failing in this
respect is that I have been overly fair for too long and this is
being taken for granted - which IS my fault - but ultimately not my
problem. If you were happy to ignore what I have been saying then
that's not my problem. Same goes for XXXXXXXX.

Anyway, I'll do up that "shareholder's report" like I said and just
send it sooner rather than later. It's probably not anywhere near as
bad as you would think, it is nothing that I haven't said before.
But we are still pushing shit up hill with a rake with this big job.

Thanks for doing this email, I rang you earlier for a Katmanu
phone meeting but and no answer. I'd better get on with it so we can
accelerate a resolution.

AD



Date sent: Thu, 17 Jun 1999 19:43:28 +1200
From: Martin Elton <melton@xtra.co.nz>
To: adean@adx.co.nz
Subject: Re: Situation

You say you won't try another way because you know they're wrong and
only your way is right.

You said that you'd rather keep all of your shares even if the company
goes down (so that you get nothing for your shares) rather than sell
them for less than you think they are worth. In the reality the shares
are only worth what someone is willing to pay for them, which at the
moment is virtually nil.

Both of the above sound like the old "non negotiable".

I already have 50% shares, that is what we have agreed to since day 1.
In contrast we have never agreed to being paid for our time input. We
have also never mentioned or agreed that if someone puts in more time
then they get more shares as you tried to insinuate. You seem to want to
go back into the past, and make out there were agreements made, that
never were. You cannot make agreements retrospectively. You first have
to discuss proposals, then agree in writing, and then they take affect
from the present day onwards. Not starting 18 months ago.

I suggest that we both sell an equal number of shares to this marketing
guy. So that we have say 33:33:33.

If you won't sell any of your shares then I don't wish to put in any
more time or money.

ME



From: Self <adx>
To: Martin Elton <melton@xtra.co.nz>
Subject: Re: Situation
Date sent: Fri, 18 Jun 1999 18:54:21

>You say you won't try another way because you know they're wrong and
>only your way is right.

If so, then this would be my opinion and I am entitled it - as you are
to yours. Actually I said "the other way" is wrong, and by this I
mostly mean you.

>You said that you'd rather keep all of your shares even if the
>company goes down (so that you get nothing for your shares) rather
>than sell them for less than you think they are worth. In the
>reality the shares are only worth what someone is willing to pay for
>them, which at the moment is virtually nil.

Maybe, but they are mine and we both made it clear many times that
nothing except 50% will work.

>Both of the above sound like the old "non negotiable".

No, they are "offers" of what I would like to contribute to a healthy
business. You may not see it that way, but in the context of a
business there should be no such emotive value placed on such
decisions - call it non-negotiable if you like, but it doesn't affect
the facts. I have not resorted to considering your "non negotiable"
suggestion in such a negative way.

Please read my email again as I am simply repeating myself. I thought
it was fairly clear.

>I already have 50% shares, that is what we have agreed to since day
>1.

You have 50% of the shares in Loadtek Instruments Ltd, this is
independent from our time input, I made this clear at the time. I see
your point but this is not the issue.

>In contrast we have never agreed to being paid for our time input.

Yes we have, in 1997, I never agreed to work for nothing! I was MOST
CLEAR about this.

>We have also never mentioned or agreed that if someone puts in more
>time then they get more shares as you tried to insinuate.

No, I don't want this, we agreed on 50:50 shares. But it doesn't
change the fact that I am the owner of my work until it is paid for. I
made this clear early on in the project AND when Loadtek was formed.
Your assumption from day one has been that success was guaranteed and
would pay. Don't get me wrong, "when we become successful" I have
always had every intention of sharing the profits, responsibilities
AND ownership evenly - this was the whole idea!

>You seem to want to go back into the past, and make out there were
>agreements made, that never were.

I made it very clear, but not clear enough obviously. I feel bad about
that now, but that's all.

>You cannot make agreements retrospectively.

Exactly, nor can you break them.

>You first have to discuss proposals, then agree in writing, and
>then they take affect from the present day onwards. Not starting 18
>months ago.

If this was the case then I owe you absolutely nothing. We agreed on
our course and you were not willing to formalise things, presumably
preferring to ignore what I wanted, in the hope I would bend, or
success would make it immaterial. What you say is not the case - I
made verbal agreements with you that I would like to stick to as a
matter of ethics. I am NOT trying to be unfair. I am sorry for being
overly fair in the past and allowing you to ignore me over and over as
it would seem.

>I suggest that we both sell an equal number of shares to this
>marketing guy. So that we have say 33:33:33.

I agree with this to a large extent but accept that I have a few
serious reservations. It is not a given that it will work better than
anything else, and it would have to act as an effective vehicle for my
investment - the value of which is by and large fixed. I do see your
point clearly though. (Actually, I'm not so concerned with
shareholding in Loadtek, I'm talking about my part of what makes the
"loads").

Have you told this guy about the problems we are having? Either way,
you can see why I have reservations. Still, I am willing to negotiate
certain things.

>If you won't sell any of your shares then I don't wish to put in any
>more time or money.

That may be an acceptable option (well, I have no choice in the matter
as it is your "offer"). If it has come time for the original business
to die, then that is best for all concerned.

I can think of a number of additional options that may work, from
shutting down the existing business and re-investing as we see fit, to
me selling out my shares entirely and working as a consultant for
Loadtek. However, all these approaches have their limitations.

I have a lot more to say. But maybe I shouldn't? Both this and my last
email put my situation clearly and concisely. I don't want to argue
with you or cause undue stress, but to be honest what you say above
has lost the plot, and I have given up ALL hope for the loads
project/Loadtek in its current state.

Please don't worry or stress too much, it won't help at this point. I
have a thumping headache and the stress of a 70 hour week last week
just from shutting down my business alone, in addition to the loads
problems. I imagine it is worse for you at the moment.

Let me (or Barry) know if you wish to have a meeting at Barry's in the
weekend. Not my Kathmandu meeting, this is unnecessary now. Just a
general healthy chat around the subject. If you would rather wait a
while I can appreciate your desire to do so.

>ME

AD



Date sent: Sun, 27 Jun 1999 19:24:30 +1200
From: Martin Elton <melton@xtra.co.nz>
To: adean@adx.co.nz
Subject: Re: Just to summarise... and more thoughts...

I would most probably go for 51% shares. As your clause says that I have
first option to buy your shares.

If another company was started up, then clearly you wouldn't have any
shares in that Company. All circuits would be changed and copyright
wouldn't be an issue. All the work we have done in the past would be for
nothing and it would never be used again and we wouldn't get a penny for
it.




adean@adx.co.nz wrote:
>
> Just to summarise what we just talked about on the phone, and also
> I've had an important realisation that makes things more clear to me.
>
> Yes, in principle I am willing to sell out. I already own half the
> assets (once our loan accounts are taken care of), so they are already
> mine. I am willing to sell the bulk of them, or take/buy them back -
> whatever suits. Reclaiming assets and intellectual property is easy,
> because Loadtek hasn't sold them to any customers.
>
> Technically though the production work is gone, and I technically
> should be paid one day - though since Loadtek sold the work, and the
> proceeds went into "building the business" then I can reclaim the
> greater parts by treating the "business structure" as additional
> intellectual property which I/we own (and freely copy what we have now
> amongst ourselves), irrespective of the sale of Loadtek shares.
> Otherwise, Loadtek is responsible to make sure we get paid one day,
> because it sold what it hadn't paid for...
>
> There is a small amount of work that I own but I shouldn't, like work
> on the Loadtek logo - stuff which is core to "Loadtek Instruments Ltd"
> itself, and really you shouldn't allow me any rights to. That might
> only come to 100 hrs work or $3200 (if I were to sell it for $32/hr).
>
> (Realise that in all cases I own my work until it is paid for, and I
> almost certainly won't accept less than what I was being paid at
> Commtest at the time, as that is still a bargain. I'll just retain the
> balance.)
>
> Now I've just managed to rationalise away the need to be paid for any
> more than I already own in Loadtek - ie the existing assets plus the
> work any buyer HAS to pay for because it can not be shared. (I'm
> keeping it low because it makes it easier for me to sell out.) Going
> on my current rough figures that is only around $15000, and while it
> would certainly be welcome, I own it anyway and it doesn't make any
> financial difference to me whether I take it or sell it.
>
> However this is NOT ENOUGH, you can see why (this is what has just
> made things more clear to me):
>
> You are losing NOTHING! You are retaining all the rights you had
> before to your work and your investment. You are effectively selling
> me out: Loadtek just gives me back what is ALREADY mine, and you are
> taking a free copy of 70 full working weeks of my work, and making it
> available to the other guy in return for money to run YOUR business,
> which will undoubtedly be successful in the short term at least.
>
> All I end up with is the right to use your (smaller amount of) work,
> which in all probability I will never use. You can see how even an
> additional $5000 for my shares/goodwill/whatever is still a real
> lamer!
>
> So the solution I have realised?: Unless an investor can afford to
> make me totally happy (many 10s of k$), there WILL be a shareholding
> in Loadtek Instruments Ltd by myself, or in fact any business anyone
> sets up continuing on from where WE started. It's perfectly
> reasonable. I'm only talking about say 5 or 10% non-voting shares
> (depending on payment), and I would make sure the voting rights are
> equally transferred to each of you so you always retain 50:50 say -
> which is probably his worry. It also gives you and this dude a little
> more confidence that I won't "go ya" in the future, and makes it a
> little more attractive for me to manufacture support products for and
> contribute to Loadtek in the future. In fact, if I was in your
> position I would WANT it!
>
> If this guy is not prepared to consider this then I might as well just
> bill Loadtek for my time, put it into receivership and get my assets
> back. Not that I plan to of course, I'd look for other investors
> first, make the 2nd XXX load, continue to run it for XXXXXXXX etc -
> but see my point?
>
> Let him read this email (or let me know if you want me to cc him
> copies of all my correspondence).
>
> Ta - AD.
>
> PS: Barry, thought this might make interesting reading. There's a
> lesson for all three of us to learn!
> _________________________________
> { ADX Electronics / Loadtek Instruments Ltd
> adean@adx.co.nz
> www.adx.co.nz, www.adxelectronics.com
> fax +64 3 3518484 }
> (no I'm not a C programmer! (not by choice anyway))



From: Self <adx>
To: Martin Elton <MELTON@XXXXXXXX.co.nz>
Subject: Further to our discussion tonight...
Send reply to: adean@adx.co.nz
Date sent: Fri, 30 Jul 1999 03:36:41

I would like to make some points clear:

I am serious about the "ownership" points of the "possible
agreement", and the need for an agreement between US. This was a
very costly project for me, I must ensure my effort gets the
attention it deserves. I made the situation very clear to you during
the project, if you chose to ignore me then it is not my problem if
things aren't exactly as you would like now!

BTW, I didn't "lose faith" in the loads project as you now seem to
think, I lost faith in your ability to run a business (I can see the
converse was true). I am still happy to continue driving Loadtek
provided you support my management techniques which are clearly
sound. (Not an option for you I know.)

I see your point about not being able to just sell off the business
at a later date. But that is what happens if you want to sell
something you haven't paid for! It can be resolved as necessary in
the future anyway.

My proposed shareholding is the simplest and fairest way I can think
of for you make the necessary "licence" payment. Note this payment is
for use of BOTH the design you want to use at least for now AND my
effort building the bulk of the business you want to have. I am
flexible on just how this can be achieved and if you can think of a
better way then please be my guest. (I'll try too.)

However, if you wish to ignore ownership, shareholding and licencing
issues then we're back to square zero. I am growing weary of your
seeming inability to understand and deal with them - they have to be
tackled if you want to continue in any way making loads.

It sounds like your solicitor's letter was intended for me, feel free
to fax it through, I promise I won't be offended!

Antony.



(this is evil3 - link to this TBD)

Date sent: Sat, 31 Jul 1999 17:13:27 +1200
From: Martin Elton <melton@xtra.co.nz>
To: adean@adx.co.nz
Subject: Agreement

Hello,

If we were to sell Loadtek to someone, we would only get paid for the
assets and stock, and it is not uncommon for purchaser to get us to be
bound by a constraint of trade term. This would prevent us from setting
up in opposition.

Wanting someone to pay full price for something but still wanting to
keep it is like selling a car, but wanting to get the money and keep the
car. You can't have your cake and eat it.

No matter how many years of work we had put into Loadtek it is still
virtually worthless. That is why I'm not fused about keeping it and
certainly no one is going to pay a lot for it, e.g. $100k+. Whether we
like it or not that's a fact. And whinging wont change that. Whether we
have put in 2 years or 4 years or 6 years or 10 years or 20 years or 30
years, it still doesn't alter the fact that in the real world the
purchaser would not pay anymore for it. He would just say you haven't
been very effective with your time or the company would be worth more.

Then just as he's going to sign you can't say " of course morally you
will still owe us $200k" because he would either ignore you or walk
away.

So if a third party wouldn't agree to your terms then why should I, in
other words you want me to be at a disadvantage to a stranger (or
punished as you put it), and that given I have put a lot of work into
the loads. As we've known all along if someone in Taiwan starts to copy
them, there's nothing we can do about it.

I've a real concern that your main motive is as you said before at a
meeting to bring the Company down so that if you can't benefit from it,
then you don't want anyone else to.

So due to the above and that you've stated many times that I will not
succeed and that you will easily succeed, why mess about; let's have a
clean break and see what happens. You don't want to keep 5 or 10% of a
loss do you.

So I would suggest, without prejudice, a simple and no strings attached
cut off. That either you sell all of your shares for half the assets and
stock as agreed and say $1,000 or as agreed at a meeting that we leave
Loadtek in a "ceased trading" mode, wind it up and then we're both free
to use our own designs. You can keep the fan control cct and I'll keep
the rest because I designed the rest. Not including common ccts e.g. psu
and diff amp, which of course anyone can use. Apparently you can't get a
copyright on a box with heatsinks and fans. Although the PCB sides and
edge rails were my ideas. The case was XXXXXXXX's.
Or we could both use all the IP, as we did once agree.

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.


From: Self <adx>
To: Martin Elton <melton@xtra.co.nz>
Subject: Re: Agreement
Date sent: Mon, 2 Aug 1999 01:07:26

As usual, you have it WRONG. As I said in my last email, I am growing
weary of your seeming inability to understand and deal with the
issues. I will however attempt to spell them out for you, again, in
simple terms where possible.

In response to your email;

> If we were to sell Loadtek to someone, we would only get paid for
> the assets and stock, and it is not uncommon for purchaser to get us
> to be bound by a constraint of trade term. This would prevent us
> from setting up in opposition.
>
> Wanting someone to pay full price for something but still wanting to
> keep it is like selling a car, but wanting to get the money and keep
> the car. You can't have your cake and eat it.

Totally wrong. If I were to bill for all my hours and be paid in full,
I would no longer have claim to it. Simpler: You pay you get, you no
pay I keep. If we were to sell Loadtek for assets and stock only (as
we were/are intending), then that would NOT include 2.5 years of work!
Any new owner would still most certainly have to pay for that. And
yes, as it turns out, I CAN have my cake and eat it too - if I want. I
did by far the bulk of the work and so in essence this project and
Loadtek really belongs to me. Considering this fact, I have made you
an EXTREMELY reasonable offer.

> No matter how many years of work we had put into Loadtek it is still
> virtually worthless. That is why I'm not fused about keeping it and
> certainly no one is going to pay a lot for it, e.g. $100k+. Whether
> we like it or not that's a fact. And whinging wont change that.
> Whether we have put in 2 years or 4 years or 6 years or 10 years or
> 20 years or 30 years, it still doesn't alter the fact that in the
> real world the purchaser would not pay anymore for it. He would just
> say you haven't been very effective with your time or the company
> would be worth more.

You seem determined to undermine the value of Loadtek and my work. In
that case you wouldn't mind me buying Loadtek and ALL the rights to
manufacture these loads for next to nothing. You wouldn't mind me
taking on all your customers or even you agreeing to a "restraint of
trade term", because, as you say "Loadtek it is still virtually
worthless" and the work thus far has no real value. I don't see you
liking this, however as essentially the moral and legal owner of the
Loads Project it is an avenue I would like to investigate legally.

You are willing to continue on with essentially the same product, same
technology, same market, same suppliers, same workers. Worth nothing
is it? YOU want to take it over, I thought since you are so keen and
it being "your baby" then you are best to continue. However your
simultaneous desire to undermine the past and your eagerness to "get
into the driver's seat" stinks of hypocrisy, perhaps the time has come
for me to bring some competence to all we have worked towards, and
once again drive Loadtek in the correct direction? We must now
consider my continuation as an active member of Loadtek and the loads
project.

> Then just as he's going to sign you can't say " of course morally
> you will still owe us $200k" because he would either ignore you or
> walk away.

"Legally", please. You can't have what you can't pay for! Though it
would be immoral to dupe the buyer into such a deal without making him
aware of the monies owing. I am just making that clear now, and I have
come up with an extremely reasonable offer to allow you to continue
without shelling out an inordinate 'stack-o-cash'.

> So if a third party wouldn't agree to your terms then why should I,
> in other words you want me to be at a disadvantage to a stranger (or
> punished as you put it), and that given I have put a lot of work
> into the loads. As we've known all along if someone in Taiwan starts
> to copy them, there's nothing we can do about it.

Punished? How very melodramatic (where did that come from by the way,
taken out of context I assume?). By your argument, the work you put in
is worth nothing, so why should you worry? Realise I did a LOT more.
Again, sell Loadtek and all your work to me for free so I OWN it, then
you won't have to worry. Not good? Your argument is very hypocritical.

Taiwan is a different country, and above all THEY WERE NOT IN
PARTNERSHIP WITH US! They didn't AGREE to be part of our team, then
walk away with the summed total of our work! In any case they would
still be legally IN THE WRONG. You are grasping at straws.

The fact remains. I did most of the work. It's up to me how I allow
others to use it. And I have come up with an extremely reasonable
proposal.

> I've a real concern that your main motive is as you said before at a
> meeting to bring the Company down so that if you can't benefit from
> it, then you don't want anyone else to.

Please dismiss your ungrounded paranoia. Yes, I said at the meeting
that I did NOT wish to "bring the Company down" even though I could
(as we all could). I have been extremely reasonable all along. If you
can't understand what I have been saying all along then I would
suggest you are not competent to run an electronics manufacturing
business.

> So due to the above and that you've stated many times that I will
> not succeed and that you will easily succeed, why mess about; let's
> have a clean break and see what happens. You don't want to keep 5 or
> 10% of a loss do you.

False, not your call. Please refer to my "DRAFT OF IDEAS FOR
DISCUSSION", which sets out a very reasonable starting point for our
negotiations on this matter. End of story.

> So I would suggest, without prejudice, a simple and no strings
attached
> cut off. That either you sell all of your shares for half the assets
> and stock as agreed and say $1,000 or as agreed at a meeting that we
> leave Loadtek in a "ceased trading" mode, wind it up and then we're
> both free to use our own designs. You can keep the fan control cct
> and I'll keep the rest because I designed the rest. Not including
> common ccts e.g. psu and diff amp, which of course anyone can use.
> Apparently you can't get a copyright on a box with heatsinks and
> fans. Although the PCB sides and edge rails were my ideas. The case
> was XXXXXXXX's.
> Or we could both use all the IP, as we did once agree.

No thanks. I do not wish to base an agreement on arguments that elude
all forms of common logic. "Anyone" can NOT use common designs as you
seem to think. Or else you or I could walk away with the entire
project at any convenient point. Business, partnerships, teams
whatever do not work this way. Your paragraph above is riddled with
inaccuracies, and is a shining example of your immense over-confidence
and capacity to believe only what you want to!

> 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.

NOTE WELL: If you start a new company, you are still trying to walk
away with what is legally and morally mine. It solves nothing. Please
consider coming to agreement ASAP as you are legally and morally in
the wrong, whether you continue with Loadtek OR NOT! Additionally, I
would like to inform you that you would be seriously in breach of your
director's responsibilities.

Regarding your "ceased trading" fabrication: I did NOT agree to "cease
trading" of anything at the meeting you mentioned. The idea is
ludicrous! We were still working out details for this third investor,
had orders to fill, and XXXXXXXX were DESPERATE for loads (which you
'blew off' by the way). Clearly Loadtek was still to exist, but we did
agree to "stop the loads in its current form and split" or something
like that - as it was very clear that a radical restructuring was
needed. But I did not agree to anything official or legally binding,
your suggestion otherwise is a snide and truly dodgy attempt to avert
the truth. I am totally serious about that.

I was going to send you a copy of the minutes, but when you started
talking about "ceased trading" I smelled a rat because I KNOW I
wouldn't have said that! I immediately started thinking someone had
told you to say that after the event because it sounds very "legal". I
will seek legal advice before copying you these minutes (or ANY more
IP for that matter), as you seem so intent on taking comments out of
context, using comments made in good faith against me, or potentially
even making them up!

Your supposed "meeting minutes" below only go towards confirming my
suspicions. MUCH more was discussed at the meeting than the
suspiciously "topical" points that you make, most was in fact spent on
the role XXXXXXX could play (in Loadtek!!!), how we could operate as
two separate units ("manufacture" and "sales"), the importance of
cashflow etc. Fishy! Please notify me of exactly when you recorded
these minutes, for the record.

> 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.

In conclusion: You agreed in principle to the "small shareholding"
idea and were quite happy with it at one point. I would suggest,
"without prejudice", you consider my extremely reasonable proposal
once more. Once again, as I stated in my last email, I am flexible on
exactly how this can be achieved. The time taken to do this is tiny
compared to the >70 full time weeks of work I have put into the
business. Please, for your own sorry sake, deal with the situation.

If you are still unclear as to my motivations: Your contribution was
part-time WHILE in full-time employment (for one of our customers!)
and only recently have you started contributing financially. On the
other hand, I put everything into the loads business, and this has all
but destroyed my business now. Most obscene of all is that it started
off as a favour to you. As they say "no good deed goes unpunished". I
must defend myself against such abuse, however people may rationalise
it to themselves, or it will continue.

The time has come for your opportunistic gorging on my effort to come
to its logical end. I have written this reply in a way that you may
understand. I will leave the heavy artillery to my lawyer. You can
expect to hear from him shortly.

Thanks,
Antony.


And what I softened down from the above email before sending it...
(it seemed too harsh, but not now)

I would also suggest that you take a close look at your methods. You are taking advantage of everyone you come into contact with to further your personal ambitions. Were you not leading yourself down a dead-end street, I might applaud this as a valid "business technique" even though I may disagree with it personally. I do not wish to presume your failure, because success is always a possibility, but I will say this for your benefit: You do NOT have the vision and skills necessary to run this business on your own; other people do eventually spot your motives and they will not tell you this immediately; your "good worker ethic" is irrelevant to business; to me you clearly have an overly simplistic, limited view of reality; and finally you are unlikely to get what you want out of it even if you do "succeed". I know you are morally sound at heart, but continually deceiving yourself and those who work around you is bound to end in problems. Please, for your own sorry sake, deal with the situation. It pains stand by and see an otherwise valuable person demean themselves in such a way.

In general my experience has found that you are someone who only tells people what they want to hear, and only hear what you want to hear. "Be as positive as possible to other people, but realistic to yourself" as you said at the "final" meeting. To me this is the mark of a dishonest man, and using such techniques on your business PARTNERS is not the trait of a good businessman.

I know I have the skills necessary to succeed, and my weaknesses - I see them. Based on what I know, I assume success - but I do not PRESUME it. Technically, there is little need for me to proceed further with this matter.

You have contributed on a part-time basis WHILE remaining in full-time employment (for one of our customers!) and only recently have started contributing financially. On the other hand, I put everything into this business. It has all but destroyed my business. All this on your advice, I suspect your primary motivation was the 'free lunch' you know you need. As they say "no good deed goes unpunished". I must defend myself against users such as yourself. Users come in all shapes and forms, yours is rather insidious because you feel you are doing the right thing (provided you don't look too deep of course).