Psychic Press to go into creditors voluntary liquidation

anyone with any knowledge of the Law, will know about Past Precedent, I think this judicial Precedent, is very simular to the question, dose the SNU have the right to retain a name of a company that has been liquidated:
R v Philippou(1989) Where the directors took assets from a company that they owned, when the company went into liquidation, they were charged with stealing from the company, they appealed because they owned the company, but the appeal court refused to accept this argument.
And furthermore as a company is not an agent of its members, it follows that, unless there is specific evidence of an agency arrangement, a subsidiary is not an agent of its parent company.

Thank you for your comment Publiceye. The difficulty is, in this case, when (and if) the alleged assets (that is the masthead and archives) were (if they genuinely were) taken out of Psychic Press (1995) Ltd.

For example, should the SNU be able to claim (and have evidence to support that claim) that the archives and masthead never belonged to PP (1995) Ltd, then there is no case to answer.

Equally, if those assets were legitimately held by PP (1995) Ltd initially but were validly 'sold' to the SNU at a time prior to the company becoming insolvent or being placed into liquidation, then again they might not have a case to answer, so long, that is, that such a transfer of assets to the parent company, took place at sufficient remove from the current situation.

If, however, those assets were removed (sold or otherwise transferred) to the SNU after April 2010, the situation may be rather different.

Of course, the STF is disputing that the SNU obtained the assets when that organisation 'sold' PN to a company set up to purchase it (namely PP (1995) Ltd, despite the fact that the SNU is the parent company of PP (1995).

Your final point, that "a company is not an agent of its members, it follows that, unless there is some specific evidence of an agency agreement, a subsidiary is not an agent of its parent company" is indeed an interesting point.

I think I have all the evedence that I need in the paperwork that I was sent on Saterday 14th November. I have only had a sort time to do my reserch, but I will not leave any stone unturned.

The lest copy of Psychic News, states that: Psychic News. Published by Psychic Press (1995) Limited. and states copyright Psychic Press (1995) and that is dated Saterday 24TH July 2010

People may remember this news when the SNU published it

Perhaps people will find this latest "NEWS" posted on the SNU website on 10 November 2010 of interest.

Nevertheless, the Directors of the Spiritualists' National Union recognise that Psychic Press (1995) Limited was run on a profit making basis for the Spiritualists' National Union over a long period of time and that many long standing customers stand to be adversely affected by this liquidation.

The Directors are therefore making an application to the Charity Commission for authorisation to provide financial assistance to the creditors. The success of this application is not guaranteed and the outcome will be announced on this website in due course.

I had hoped to hear that the people they were going to help would be the very worst affected...Their Ex Employees and the SNU were seeking to pay out the full amount due to them because of the terrible hardship they had caused, a sum of 33,500 pounds Leslie Price's report on the Creditors Meeting now tells us.

But no that is not the case, there is no overwhelming sudden fit of conscience. As we now see in that report they are urgently going to try to help employees access the Government Funds, which will be probaly for a substantially smaller amount than they should have received.

No from what we understand, from Leslie's report, the SNU are seeking Charities Commission permission to repay subscribers for the copies of PN they never received not for any of the other creditors.

Now there are two factors about this:

Firstly a large proportion of affected subscribers are likely to be SNU members and Churches. It could appear they are making it up to this group, although it is hardly a major threat to their livelihood, as it has been to the staff. I am not sure how they will feel to have been picked out as a priority over the mistreated staff.

The second factor is that many subscribed after the date either the directors, or the working party, knew they were going to liquidate the company. Therefore they took money for goods they knew would not be supplied which may be considered a serious matter. Therfore maybe, like the ticket refunds, they are looking for a way to put this right. One wonders whether the SNU are just adding it to the debt owed to them by Psychic Press or accepting it as their own contribution

It is probably immaterial because at best they will get little of that money back, just like the other creditors. Just think they claimed a debt of 40,000 pounds in Leslie's report and to this will now be added 10,700 pounds for subscribers plus, presumably, this Liquidators fees, plus maybe more legal fees. The NEC could well be writing off around 60,000 pounds in total. This compared to receiving their outstanding debt if they had sold the whole Company, including masthead and archives to the JV Trust in August.

The SNU have added a brief statement to their announcement re Psychic Press
http://www.snu.org.uk/news/pp1995-cvl01.htm

ASSET REALISATIONS:

The Spiritual Truth Foundation (STF) and the Spiritualists’ National Union (SNU) have agreed to discuss the identity and the ownership of the disputed assets with the Joint Liquidators and further updates will be provided in due course.
(Added: November 15th 2010)
________________________________________
APPOINTMENT OF JOINT LIQUIDATORS:
Patricia Marsh (Office Holder Number: 9592) and Clive Hammond (Office Holder Number: 2112) of Marsh Hammond & Partners LLP, Peek House, 20 Eastcheap, London EC3M 1EB were appointed joint liquidators of Psychic Press (1995) Limited on 15th November 2010 by resolutions of the members and creditors.
Copies of the post appointment notices and notifications will be posted on these pages over the next few days.

In the meantime, all enquiries concerning this liquidation should be directed to Andrew Morris or the joint liquidators at Marsh Hammond & Partners LLP:
Tel: 020 7220 7892
(Added: November 15th 2010)
________________________________________

This confirms their agreement with the facts given in Roy Stemman’s Paranormal Review and is probably one of the most positive steps that have been achieved. We can only await the outcome with interest.

We also know that at last the new Liquidators are moving to try and get some relief, from the Government Scheme, for the staff before Christmas. We must all hope this will alleviate some of their problems.

Any other outcomes will obviously be discussed between the Liquidator and the Creditors Committee, before we come to know them, as they are released to the public.

I give my best wishes to all parties concerned in achieving a final outcome to this very sad and distressing saga.

Clearly many are very sad at the demise of Psychic news as an Independent Spiritualist Newspaper. Many believe that the NEC should have accepted either the offers of financial help to keep the paper running or the opportunity to sell the company with all of its debts and assets (including the Masthead and Archives) to the JV Trust. For whatever reason this has not happened and the SNU have continuously intimated they will keep these assets, which they believe they own. Therefore we must rely on this final attempt to resolve the disagreement over the rights to that ownership.

If the STF are right then clearly the Liquidator will put these up for sale to the highest bidder. If the SNU are right they will keep them and have to go on to resolve the issue of trademarks with Sandra McFadden before they can bring the name back into use.

The issue of Sandra McFadden’s registration is a complication in either situation. However, with no trade mark registered by anyone, prior to that registered by her company in September 2010, I would believe any existing intellectual property rights would rely upon 78 continuous years of existence as a publication. I really believe that, if this is all Psychic News can rely upon, then the right lives and dies with Psychic Press (1995) Ltd. Possibly even dying with the publication of the last issue because of the impending liquidation.

Superficially it seems there was nothing for the SNU to take into its own ownership. To claim the right to a formal asset, that never existed as a legal entity, does seem rather strange. It may appear that it would require binding agreements between the SNU and Psychic Press (1995) to allow the NEC to claim that they inherited the right to the masthead through its continuous existence because they had in some way licensed its use to Psychic News

To a great extent the final referee, the liquidator, is now in play, trying to resolve the ownership and hopefully consider the complicating trade mark issues. I would imagine that before a final resolution is reached some legal expertise may need calling in.

To a great extent, although the creditors committee can have some influence, the same may be said of the rest of the liquidation, it is in the hands of the liquidator. With negligible assets there is little to realise or share with creditors. It appears that any creditors who may have been specifically disadvantaged by the liquidation, ticket holders and possibly subscribers are being paid out by the owners.

It may seem to many that the reason for this is plain to see, if you look at the law concerning directors liabilities with regard to monies paid for goods they knew (or could reasonably expected to know) would not be delivered. Monies collected like this should not be used to finance a company’s activities or existing debts.

Although many will disagree with the way this whole matter has nbeen conducted the Directors acted when the company was discovered to be effectively insolvent. They made the choice to consult a liquidator and pass a resolution to liquidate the company on a date to be decided by the Executive Director, a decision that we are told was ratified by the NEC on June 12th. We then hear that the intended immediate liquidation was cancelled because of the arrival of more funds.

Looking at the UK Law, from the directors’ point of view on personal liability for debts incurred, we enter the “twilight zone” from this date. However this is only for the increase in debts from that date onwards. Directors are not penalised for the debts prior to the date they became aware they may be insolvent or when they moved to take action. The problem for a liquidator to establish is the date from which the increase in debts can be measured.

Looking at this I believe the date should be based upon the NEC’s resolution, on June 12th, to accept the Directors’ decision to liquidate. There was an immediate flurry of activity to liquidate the company with effect from June 13th.

The decision to hold off was only because some extra cash was received, however, there is a strong case that this should have been banked to help pay for the liquidation. Both the directors and NEC were then aware the company was not covering its expenses by trading. They had a reasonable expectation of an increase in the debts that would remain unpaid.

So we could use this as a start date to measure how much more debt was incurred up to the appointment of this liquidator.

Or we could if the liquidator was likely to act upon this for a wrongful trading action. Interestingly, although this is far less difficult than a charge of insolvent trading, carrying none of the stigma of an illegal act, apparently it is rarely used in the UK. So we may assume it is unlikely, in the circumstances of this liquidation, that it will be done in this case. Clearly the NEC should be grateful this was not occurring in the Australian system.

Looking at the debt we can establish a few things about any possible increase from June 13th. Well since then the ticket holders have been repaid and now it appears that subscribers may also be paid out. It would be interesting to know where these debts will finally reside.

I would expect there may be a few suppliers of goods (i.e. books) that may fall into the category of increasing the debt and this would be of interest.

My guess is the biggest build up of debt would be to the owners in ongoing costs. The delays in liquidation were also, to some extent, legally justifiable i.e. negotiating with the JV Trust. I also doubt that, apart from paying Berleys, much extra debt was incurred after the staff left the company. Indeed if it did increase it is most likely that this was debt to the SNU itself.

To a liquidator, looking at these facts, given the owners freely incurred these extra costs to put matters right, there would be little on which to take an action against the directors. This is especially true given the normal practice in UK Liquidations, to not seek to deliberately penalise Directors unless there is substantial proof of wrongdoing.

It may appear that the sole hope of other creditors, to receive any money from this liquidation, is a resolution of the ownership issue in favour of Psychic Press (1995) allowing them to be sold. With the strong feelings of both sides on this matter that will be an interesting argument.

It would still be interesting to see what comprised the increase in debt. Of the 130,000 pounds, 33,500 pounds was for the staff, a figure that is unlikely to have changed by much, 10,700 is to subscribers. That leaves 40,000 to the SNU and about 45,800 to other creditors. Probably much larger numbers than one would expect.

I am sure the creditors committee will seek some form of breakup of the date the debts were incurred to review this. Clearly if some of the books or paid orders for advertising were received very late in the proceedings they should have been returned and not taken into the Company to generate revenue now expended while the debt is left.

It would also be interesting to see what raised the debt owed to the SNU. Clearly they would be a debtor for the rent due on the offices but I cannot believe that is all this amount is for.

If they made payments on behalf of Psychic Press, to staff, or for goods and services then they have already done something they said was not allowed. From the first they said that as a Charitable Organisation they could not support Psychic Press (1995). This is reinforced by the statement that they have to seek permission before paying out subscibers.

I am sure many of us would like to know what is made up in that debt owed to the SNU on teh basis of this information.

Whichever way it goes, in the final outcome it appears that, although we may disagree with the strategy chosen by the SNU, the way it was executed and their need for prompting to put some matters right, the NEC may have ensured that the legalities were observed.

So we may comment on the things that we feel they should have done instead of liquidation but essentially, it may appear, not on the legality of their actions (unless something comes out of this liquidation to change that view).

"Whichever way it goes, in the final outcome it appears that, although we may disagree with the strategy chosen by the SNU, the way it was executed and their need for prompting to put some matters right, the NEC may have ensured that the legalities were observed." - Jim, above


mac, a month ago..."To judge by the SNU officers' stance thus far, I'd assess they won't be too fazed by a challenge from the STF - either they are plain daft or think they can get away with what they are trying to achieve. I accept that the STF are confident about their case but without legal documentation, the SNU may just chance its arm and go to law - what, now, have they to lose?"

Looks like the NEC had things figured all along.....

Hi Mac

Not necessarily so

Admin wrote:Hi Mac

Not necessarily so

Time will show....

I hope not too much time!

I have looked long and hard at this once again and believe that, notwithstanding the way that the UK law seems to operate in favourable terms for the Company Directors, it is well worth re visiting the way the law is written.

However, once a company has entered the “twilight zone” ( that is the period when they are our should be aware they are insolvent), directors are under a legal duty to concentrate on protecting the interests of the creditors rather than those of the shareholders. Section 172(3) of the Companies Act 2006 states that the duty to “promote the success of the company” is subordinated to any enactment or rule of law requiring directors to consider or act in the interests of creditors of the company. By way of illustration, directors should avoid allowing the company to incur further losses or greater liabilities (such as loans), even though shareholders might wish to try and trade out of the financial difficulties. Similarly, directors should also take care to avoid disposing of company property at less than its market value or preferring one creditor unfairly over another.

Very critical rules to follow and the real issue is, did the directors and the “shadow directors” the NEC, fulfil their obligations.

Did the Directors truly act in the interests of the Creditors? Surely this is an issue the Liquidator and their Creditors Committee must look at.
This should be dependent upon what other options these Directors had to prevent losses to the creditors.

When I look at the way the UK rules function the Directors would never have been punished for their attempts to resurrect the company by trying to work with other ideas to keep Psychic Press (1995) Ltd going. Even now this legal approach is made clear by the gentle way the liquidators wish to treat the Directors at this point in time.

We know that, after June 13th, with their original determination to liquidate Psychic Press (1995) the Directors received offers of funds to clear the outstanding debts and to promote Psychic News.

Was that not in the better interests of the creditors? This was an opportunity to restructure Psychic Press with the good will of everyone involved. No Creditors would have lost their money in this restructure and if they had it would have been with their willing participation. It is clear that that would have galvanised Spiritualists to action

Then after rejecting that opportunity, was it not better for the creditors that the JV Trust offer be accepted. This would have ensured that all Creditors were paid out. We know that the SNU refused because they claimed ownership of the masthead and archives. However, it is clear that there is a reasonable dispute over this, surely in the interests of the creditors they should just have been sold to the JV Trust.

In what way has the behaviour of the Directors in the twilight zone been to the interest of the Creditors?

Oh well a few extra thoughts I hope the Creditors Committee will discuss these, in relation to the “twilight zone” with the liquidator.

Just Remember, if the SNU repays the subscribers and pays this liquidator they will have lost over 60,000 pounds, other creditors over 45,000 pounds and their staff over 33,000 about 140,000 pounds lost to compare to nothing lost its a big turnaround.

From Leslie Price's Report

Following the liquidation, all possible haste will be made to obtain the statutory government help for employees, before Christmas.

I do hope this is happening, to help them have some sort of a Christmas but I cannot imagine that things can occur that quickly. Now this delay is intolerable, what a way to treat loyal employees. Had they run with the first liquidator they may hve seen their staff paid something by now.

To all appearances it seems they cancelled that to try and get this trade mark registered, as a way of creating legitimate intellectual property. It looks very like the NEC care nothing for those who have been hurt.

Does anyone know what kind of a track record the SNU have with other employees?

Why not ask Lyn Gus de Swarts, what she thought of them as an employer, I belivie that ended in court, and that she won her case for unfair dismissal, or so I have been told, I gess her face stopped fitting,

Lis wrote:May I draw to everyone's attention the latest posting by Roy Stemman on

http://www.paranormalreview.com/articles/20101116

Of particular interest is the information that as "a result of discussions that took place at that meeting, the following statement has been issued, under the heading "Asset realisations":

"The Spiritual Truth Foundation (STF) and the Spiritualists" National Union (SNU) have agreed to discuss the identity and the ownership of the disputed assets with the Joint Liquidators and further updates will be provided in due course."

I am sure that many will follow with great interest the progress and outcome of such discussions.

Well that was a month ago and there has been silence. I wonder if anything is actually happening, will they soom announce an agreement on the subject or was this just a delaying factor from the liquidator to take the heat out of the creditors meeting. Is it happening, did it happen with no result, or is it something the SNU/Liquidator never really intended to follow through?

Anyone got any ideas?

We have governent run agencys to regiser any rights in the uk, these rights are taken by the fist come fist served, this makes the system fair, it is not hard, if you are setting up a business you would look at all the laws that are likely to be involved in the day to day running of a business.
The rights of your business name are protected by Trade Marking the company logo, if you have a newspaper then you would also design right the tilel of that paper, and register it with the brittish libary and the newspaper register, you also have a legal right to send a copy of all your publications to these people. Next you need to register your company and give it a leagle entety, this is done by a lot of work and finnaly registration with companys house. As most people follow this (The law of the UK) then when it comes to know who ownes a name of something then It is quite clear, I am sure the brittish goverment did not set up all these bodys just so that people can not bother to use the, then lay clam to the rights.
However I have been asked to a meeting regarding this issue by the Liquidators, but it is not untill January, I only had contact after the letter from Intelectual property, so I think they realy believed before that that they would have a case.
I am sorry this is all dragged out, and I would love for the paper that they want to be back out, the longer it is out of print the more readers will fine something else, like one of the big Spiritual mags.
I have said many times my paper is not a Spiritualist News paper and the name of my company is not the name of my newspaper, whoever in light of the things that have come about and the lack of commumication, the slander that I have been party to, I have decided that if the talks that I am haveing with this group continue to be hostile, or no existant that I will bring out a Spiritualist News paper at the end of january, I will personaly drive to every town in the UK and hand out copys in the main shopping centre, I will take my car and have it spry painte to stand out Just like I did in 2008 with the mediumship laws, I still have my pink caravan. I also have a TV pesenter who want me to go on an talk about the backstabing that I have had to endure, and up to now I have said no to protect spirituaism.
By keeping quiet all these years to protect spirituiam I am as bad, because I have alowed this to breed. and now I must pay the price, but with a paper that will tell all about the good Spiritualist people and how they are worth it.

I really don't understand the above pieces - maybe I'm just thick but what's a "pink caravan" or spray-painted car have to do with this or a previous situation?

I thought I understood the position as explained in earlier weeks but now I can't follow what's happening.

Can someone please summarise and simplify the position of PN, its trade-mark protection et al for me and any other dumbos like me?

Sorry I forgot not everyone knows, the way that I got the publics atention about the change in the law, which would effect the way we worked in 2007/2008 UCPD2008 was to Spray paint my very small car and very small caravan bright pink and drive from one end of the uk to the other, I Still have the caravan, and my parents still have the car, The point that I was trying to make was that I will get publicity when I want it and I even got my local garage to spray the car for free. I will fight for what I think is right.
As I said on Facebook any one who has bad mouthed me I chalenge them to a lie detector and I will pay for it because I am sick to the back teeth of low life backstabing So called Spiritualist, these are not Spiritualist peole and you have never met me as far as I know so. I urge you to dig for dirt on me, because you will find out the truth and also never to judge untill you know both sides

Sorry leaving this discusion as I don't see any point, I admit it stared to get to me and non of this is worth it, as I said before if you are preperd to slander me be preperd to go to court, because that is how I deal with it now, and that is a promise. the emails I have been sent have been printed with a date and time control printer and will be used in legal action.

I think I now follow the pink caravan reference. I don't, though, understand the Facebook one, apparently made in response to my earlier question.

I had rather hoped that the trademark issue would be clarified as although the whole liquidation business has gone on for an extraordinary long time, and has been hard for me to understand, I'd like to follow it to its eventual end, whatever that might be....

As publiceye has decided to leave the thread at this point, could anyone else help about the latest situation with PN?

Hmm Time slips by, I notice we still have no news about the meeting that was meant to occur, in which the liquidator, STF and SNU were going to discuss the ownership of the assets. The delay seems extraordinarily long.

I notice also that there is no news on whether the poor staff have received any money yet. All the creditors will realise their debt has long gone but this ongoing treatment of the staff is shocking.

To cap it off the SNU are paying out what must be large sums of money in the liquidation costs. Then, posting a comment to an article on Spirit of PN, I notice that someone is reporting that they have heard the SNU are paying a half a million pounds for a new centre. If this is true then why did they feel unable to help their staff financially.

Then we have to ask some questions - how did they find the money, where is the centre and what is the purpose. I would not have thought the SNU would have the money for this purpose so one may assume, if it has occured, then it might be the AFC. If that is the case what is it for, are they planning a new training centre, in a place more easily accesible to everyone in the country, which would suggest a more central location.

How does this fit into the new 10 year plan, which I understand from the Spirit of PN that the NEC are about to start. Surely such a large purchase would imply that they have already decided upon a strategy before this is even commenced. One assumes that this is planned and thought through. Whatever we may think of the actions they took it is now quite clear the NEC had a plan with Psychic Press that they remain dedicated to force through. I would not believe that this is a different case now, so clearly at least a few on the Committee know exactly what is intended.

I suppose it also begs the question what about the existing premises, Stansted Hall. Do they stay there or do the AFC/SNU capitalise on the property values around Stansted. I note from other reports that one new NEC member is a wealthy property specialist so has this been having any impact at all.

So many questions so few answers. It is also a classic example of the ruthless business world, a preference for the bright shine of assets over the need to care for the staff they have so brutally (or maybe dare we suggest brutonly) mistreated.

The Arthur Findlay donated building and lands are the prize, but a range of smokescreens and diversionary strategies, paid misinformants and any and every oppoprtunity to disguise the real intentions of these charlatan spiritualists will be utilised.
Couldn't the current membership not place these historic assets behind an impenetrable legal barricade making any such actions impossible? Who might oppose such safeguards?

Who might oppose such safeguards?.

The current NEC?

It seems to me Hiorta that the current membership of the SNU have little if any power to do anything that would or could stop the present SNU executive from acting in whatever manner they wish.

If we take what happened to PN as an example, the membership of the SNU did nothing. It did not complain, it did not challenge, it did not ask questions.

What does that tell us? I think it tells us that the majority of the SNU members are either uninterested, or unwilling, or unable to question the SNU. Perhaps this is because they don't care, or perhaps they have learnt from what has happened to others, what is the likely consequence of questioning the SNU. Either way, they did not act, and will not be likely to act now to question what the SNU is up to in purchasing a property.

What is clear, is that the SNU is not an organisation willing to act with transparency - it is not an organisation that is willing to tell its membership what it is planning, what it is doing, when it is doing it. That should tell us all what value or trust should be placed in the SNU.

It almost beggars belief what's going on. What is there left to say about this group of individuals? One thing's for sure. They're not idiots and they know exactly what they intend to do.

They won't be shamed into behaving any differently. They must be wholly insensitive to criticism and uncaring about everything and everyone impacted by this dreadful business.

Goodness knows what will be left of this once proud organisation's reputation.

mac wrote:
They won't be shamed into behaving any differently. They must be wholly insensitive to criticism and uncaring about everything and everyone impacted by this dreadful business.

Sounds very like any other secretive, manipulative, lying. materialist group with a major gain in their sights.

Interesting I asked others whether they had heard of a new centre for the SNU. Then a good friend in USA tells me they have received the same questions in America; about the SNU's purchase of a new centre and whether they are leaving Stansted. It appears that in the USA the person raising the question seems to be fairly sure that a new centre is being bought, which of course raised in their minds the same issue about leaving Stansted Hall that I had.

Curioser and Curioser; but they still can't deal with their ex staff in an appropriate manner or let go of Psychic News. I remember a story about a monkey that was so greedy it was caught because it would not release the nuts it was holding in its hand. Is there anything to all of this and the core group of the NEC with its planning. Does anyone see any parallels?