# General Business Category > General Business Forum >  Business Hijacking

## desA

I've been a victim of what I can only describe as a *Business Hijacking*. 

It involves a small start-up CC, three CC members, a second CC which convinces two CC members to asset strip on its behalf - one who just happens to be wife of 2nd CC owner (their financial book-keeper to boot); & a willing attorney who provides the shotgun & bullets to provide cover for the team's activities - through numerous threats of court cases etc. The third member is left with nothing, while the gang appears to be attempting to sell up & move abroad.

Oh, lest I forget - enter large company apparently prepared to forge contract documents, cover up their activities at each turn - & a strong concern of ripped member for possible tax irregularities. This smells of a fast-paced novel.

I'd like to hear whether folks have come across this concept, operating in South Africa & their experiences.

Along the way, I'll write up my experiences & flesh out my approach to ending this nightmare scenario (after the actions have played out), with what little legal resources & teeth SA really has left. I am not a man of means, but I do have mental horsepower & testicular fortitude. This matter has almost smashed our family finances. It is unbelievable to know that people act in this way.

The journey will expose the dark underside of doing business in SA. I believe that this phenomenon may be an emerging trend in SA, as general law & order begins to crumble & unscrupulous operators fleece the unsuspecting & honest. 

Small wonder international investors & companies are beginning to steer clear of SA. This nation has a dark heart!

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## Dave A

Ouch!

Partnerships certainly can be tricky.

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desA (25-Feb-14)

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## ians

Happened to a mate of mine. He was in a partnership with some people making bullet proof jackets and offering specialised training all over Africa. 

Got home one day from a trip, to find his flat locked with a notice on the door. they were all living large until one day his partner and the partners wife had moved all the money whatever else they could "steal" and left. He has gone from driving fancy car, living in a penthouse to riding a bicycle with no place to stay.

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desA (25-Feb-14)

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## desA

Thanks Ians. What a shame.

A few questions immediately spring to mind:
What recourse does he have in SA to recover his funds? 
What does he plan to do about recovery? 
What happens now to the business structure that is in place? 
Who is legally responsible to wind things up?
Is SARS owed moneys? If so - who foots the bill?

What will this poor fellow do now?

Some perhaps positives for him to consider:
Who owns the know-how & intellectual property wrt the jackets?
Who has the client contact list?
Could he re-energise on his own, off the client list & with another financier?

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## sterne.law@gmail.com

Regarding recourse -
The business is in SA then the jurisdiction is here, so a court can grant judgement etc.
Enforcement can be done overseas if there are assets, but it is not cheap or easy, and you have to find the assets.
A partnership is not a real entity and is not continous. It pretty much killed itself.
SARS would be owed in individual hands as a partnership is taxed as individuals.

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desA (25-Feb-14)

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## desA

Thanks Anthony. A few challenges for you, in the CC described in opening post.




> The business is in SA then the jurisdiction is here, so a court can grant judgement etc.


Scenario:
Business partners have used all the CC assets against the third CC member, for legal fees - & have asset-stripped the rest into the 2nd CC.

Question:
How does the 3rd CC member obtain justice in SA, without being hugely flush in ZAR?

Tell you why I ask:
In my case, I was quoted around R150 000 to sort out everything. Visits to silks etc were conducted in order to obtain the correct legal frame. The outcome - law fully in 3rd member's favour. All clear.

No problem to sort the rest out - give us around R500k - R1bar & this 'should' be sufficient to get us where we need to be. What kind of world do we live in?

*Point-to-note : Hijacking Principle #1*
The business hijackers use the cost of legal remedy against their victims. They use the victims' money against them, by employing attack-style attorneys who use mafia-style bully-tactics to attempt to scare away their victims. Threats of court orders, huge claims (with no basis), are used. Most victims do not have the resources, or emotional fortitude to mount a defence.

*Point to note : Hijacking Principle #2*
Going to civil court has absolutely nothing to do with right, or wrong - only what is winnable in the particular court, under a particular judge, on a particular day.

*Point to note : Hijacking Principle #3*
Litigation is all about costs versus returns. What to risk in legal outlay against the potential returns? Very much a gambling game, for the wealthy. Justice does not enter the equation.

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## Dave A

What % membership in the cc did the unfortunate 3rd member hold?

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## desA

> What % membership in the cc did the unfortunate 3rd member hold?


Dave, a very valid question. 20% shareholding. The share structure was 60%, 20%, 20%.

This was a classic mistake in CC law. A minimum 'blocking' % needs to be at least 26%.

The problem was that only one business meeting was ever held between all three CC members. It would be understood that, at routine business meetings, various members voting as they see fit. This is business. The difficulty came in that when the initial challenges arose (over correct turnover declarations, operating expenses & tax due), one of the early plays by the hijack attorney, was to attempt to bar the 3rd member from meeting, or even talking to the other CC members. So, no members' meetings were ever held after that.

Based on the modus of the hijackers, even controlling interests could have been bypassed by their tactics.

*Hijacker's Principle #4*
Use every means to isolate the hijack victim from being able to protect their interest in the business / CC.

Ironically, the very principles used by the hijackers, in isolating the hijack victim from the hijackers are these that allow liquidation of a business, in law.

*Anti-Hijack Principle #1*
He who controls the money, is king!

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## sterne.law@gmail.com

Unfortunately, as pointed out, even if the law and facts support you, the question is, do you have the money and/or fortitude to go through with it.
And it's not about what your rights are or what the law says, it's what people actually do. Sad, but true.

If there are other creditors a liquidation application may be the answer. Even if stripped, the liquidators can declare it a below value sale. There is also pier ing the corporate veil.
However, critically, unless there are assets here, it may not even be worth considering. And obviously it still comes with legal costs. Liquidation do however sometimes have spin off, if you get interdicts.

On a separate note, gain its legal fees, sorry, a minority shareholder can approach the court for a 'liquidation' where there are disagreements.

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## desA

Thanks for your wise comments, Anthony.

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## ians

Unfortunately just like outstanding debts, unless you have more money than you know what to with it, you pretty screwed. If I had to calculate and I am sure most business owners would tell you the same, all the money I have been screwed out of since I started. I could have enjoyed a trip around the world, first class.

*Rule no.1 in business* 

*NEVER TRUST ANYONE*.

Dave I cant give you anymore details with regards to my mate. What I can say is sometimes it is not wise to screw certain people, especially when they specialise in weapons training and gorilla warfare, it is just plain dumb. I doubt he will go the legal route.

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## Justloadit

In most times, the first loss is the cheapest.

In other words, walk away, use the new found energy in your own company.
Resign as a member of the CC, forget trying to get some bucks for the shares, you are not going to get a cent.

Once there is a letter of acceptance of the resignation, you are open to go hunting again in the same forest you were in before. Use the gained experience to make the hunt successful.

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## desA

Thanks Ians & Justloadit.




> *Rule no.1 in business - NEVER TRUST ANYONE.*


So sad, but absolutely true.




> In most times, the first loss is the cheapest.
> In other words, walk away, use the new found energy in your own company.


In my case, anecdotal evidence & collected comments seem to point to these business hijackers being serial offenders, over the years. This is a strategy to make money from the unwitting & trusting.

These folks also tried to block use of a legacy, rather novel technology, in the process - while they asset-stripped, behind their attack attorney's cover. Little real chance of them being able to enforce this going forwards. (Enough said on that, for now).




> Resign as a member of the CC, forget trying to get some bucks for the shares, you are not going to get a cent.
> 
> Once there is a letter of acceptance of the resignation, you are open to go hunting again in the same forest you were in before. Use the gained experience to make the hunt successful.


Absolutely, on the hunting analogy. Be a little careful on the simple CC sign-off process, however. The exiting member needs to ensure that the altered CK2A form is lodged & accepted by CIPC. Until this is done, the party remains a member of the CC. Beware if the hijackers delay submission of the CK2A, run up business debts in the meantime - cash out their gains & leave the sucker to carry the rest! 

Remember, these hijacking-types are generally criminals & serial offenders - not just business-persons taking a one-off chance. The matter needs to be seen in context.

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## ians

I was screwed by  Powerflow exhaust  pipe manufacturer, when I moved his factory from Umilo Rd to Pinetown.

The way I understand it, (it might not be exactly as I put it but should be pretty close) he got so badly screwed by a company which apparently worked hand in hand with his auditor Michael Banks who was apparently working for an auditing company at the time, apparently this company got wind of his financial difficulties via an informant, who then became one of the managers at Pima force exhaust pipes. This I found out when I contacted the auditing company, to find he had left, so I then contacted the exhaust company to find he had become one of the partners, who apparently has since got the short end of the stick and suffered a small setback, bit of his own medicine.

My point...don't trust anyone, there are people, companies out there who specialise in f%^&* you, they will take the clothes off your back to make a quick buck. 

Dave I do believe your thoughts about people targeting other people is right on the money.

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## desA

Now, what cost-effective remedies does South African Law allow the hijack victim to pursue, in terms of going on the attack?

In many cases, the chances of asset recovery are slim, if not impossible.

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## Justloadit

> Absolutely, on the hunting analogy. Be a little careful on the simple CC sign-off process, however. The exiting member needs to ensure that the altered CK2A form is lodged & accepted by CIPC. Until this is done, the party remains a member of the CC. Beware if the hijackers delay submission of the CK2A, run up business debts in the meantime - cash out their gains & leave the sucker to carry the rest! 
> 
> Remember, these hijacking-types are generally criminals & serial offenders - not just business-persons taking a one-off chance. The matter needs to be seen in context.


This usually applies to accounts in which you may have signed surety on it. Invariably the only way these offenders get away with debts is to liquidate the CC, which of course benefits you as well.

Most surety's state "jointly and severally", in your case because you are financially in trouble, the creditor will attach he who seems to have the most cash, and then let them sue the other members.
Also being 20% shareholder also means the debt is only 20%, and in any likelihood said creditor will go for the largest shareholder, leaving you out of it.

Another point in question here is that you were not in control of the bank accounts/payments, and can use this as part of your defense against said creditors, off course you need to get a lawyer on your side if it comes to this.

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## Justloadit

> Now, what cost-effective remedies does South African Law allow the hijack victim to pursue, in terms of going on the attack?
> 
> In many cases, the chances of asset recovery are slim, if not impossible.


As said before, you need big bucks to go down this route.
Only when you have been down this route once in your life, will you appreciate the advice. 
Financial legal cases can take up to 5 years to be resolved, and if it is over R250K (I stand to be corrected here), it goes to Supreme court, which requires advocates to fight your case. Very very costly, where court fees can be over R30K a day, excluding advocate and lawyer fees. All this is done with money up front, in other words, attorneys do not usually work on probono, and require deposits up front before proceeding with your case. This also does not take into account the regular visits to the advocate while the documentation is drawn up, and the emotional stress and drain that it will take, which off course hampers you in your daily work, causing even more loss because you take the eye of the ball of your current business.

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## desA

Thank you, Justloadit. You have raised a major point.

Now, would this be a reality the *serial/professional business hijackers* could/would use to their advantage?

How does the common man survive such a catastrophe, in South Africa?

Does everyone tuck tail between hind legs, crawl into a corner, sleep it off, then re-surface to begin again? Has SA become a nation of curs?

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## sterne.law@gmail.com

Magistrates courts have jurisdiction for R300 000 (you can still go to High Court if less)
The Supreme Court (SCA) is only an appeal court. The High Court result can then be take on appeal. (It may even go on appeal to the high court itself, and then only to the SCA.)

Yes, all very expensive.

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## desA

So, what recourse remains for the common man, with a light wallet?

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## Dave A

> Now, what cost-effective remedies does South African Law allow the hijack victim to pursue, in terms of going on the attack?


You can try laying a charge with the S.A.P. commercial crimes unit. (Don't waste your time going to local policing).

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desA (26-Feb-14)

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## desA

Thanks, Dave. Yes, indeed. Excellent point. I'm very glad you brought this up.

The pathway into SAPS today, is very tortuous. Can you imagine having to deal with around 120 new cases, per officer, per month? Practically, these poor officials are completely overwhelmed. The Commercial Crimes Unit will try every trick in the book, to ensure that they deflect as much of the incoming away, as possible. Actually, I don't blame them. They are generally really nice folks - very willing to help.

A point to be careful of. If the case is first lodged at a local police station, the Station Commander will typically review each case in the evening of when it was lodged. If it looks so be either too difficult, or there is not sufficient interest - it will be binned, without entering the system.

A few rays of light begin to appear. I outline below a strategy to move such a matter into SAPS:
1.  Visit the local SAPS office, in which jurisdiction the case falls. Very important to get it right. Chat to them.
2.  Use the services of a competent attorney - it helps to have one who used to work for the Commercial Crimes Unit.
2.1  Request budget for attorney's time on this part - only.
2.2  Work with attorney on a well-set case. 
2.3  Let him/her assist to write a comprehensive Statement - outlining all relevant facts, together with supporting paperwork, weaving together a comprehensive story of what has happened to you. All relevant participants in the fraud need to be mentioned, together with their specific roles.
2.4  Attorney can assist to determine the correct value of the prejudice - in a fraud case.
2.5  Fraud definition:
2.5.1  *Intent + Misrepresentation + Prejudice = Fraud*
2.5.2  All three elements have to be in play, to be classified as *fraud*.
2.5.3  Write up statement, on SAPS format & complainant to swear contents are true - before Commissioner of Oaths & sign statement.
2.6  Attorney can advise suitably-qualified person - generally ex officer of Commercial Crimes Unit - the 'Consultant'.
2.7  This Consultant will then investigate which part of SAPS to lodge the case & lobby/inform/discuss its suitability to go to trial.
2.7.1  Sometimes, this requires additional information to be provided to the investigating team.
2.8  Case then lodged with SAPS.
2.8.1  SAPS will send a mobile SMS with Case Number, followed by another SMS with name of investigating officer.
2.9  At this point, the case is lodged within the SAPS system.

A further ray of sunlight:
*If an attorney coaches a client to commit fraud & knowingly assists in this - they are also committing fraud.* They can then become part of the SAPS investigation. They have no immunity!

It is a sad fact, that, a number of attorneys - officers of the court - specialise in the grey areas at the edges of the law. In some cases they are experts in acting outside the legal framework. The Legal Profession takes a dim view of this behaviour.

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## wynn

If the assets have been stripped chances are that the cc is insolvent, it seems you are going to loose anyway so just apply for liquidation.
If they did strip the assets in a certain time frame the liquidators will demand the assets be returned, then you get your portion after costs and they get only what they were entitled to less costs after the liquidation.  :Wink: 

KISS (Keep it simple) and forget their bulldog attorney, let him fight with the liquidator, fat chance he'll get anywhere! he will probably bail as soon as it goes to liquidation.

End result, you may get less than you are entitled to but that will probably be more than you will get if you fight this in court, on the other hand the others will also get less which will hurt like a vice on their nuts.

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desA (26-Feb-14)

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## desA

Thanks Wynn. Remember, we have here a common man, with light wallet.

In order to bring a liquidation request to the court, you can expect to pay a minimum of R60k, just to get the order in place - if un-apposed. Thereafter, there are a number of steps that need to be executed by the court-appointed liquidator, before asset recovery can even begin. By the time the enquiry has been sorted out, etc, etc - you'd be looking at over R100k. The initial deposit would be towards R30k.

The first question the potential liquidator will ask - "How much money do you have?".

Remember, if the business assets have been stripped, the fees & costs will have to be carried by the common man, with light wallet!

*Hijacker's Principle #5
Oppose, obfuscate, frustrate, bully, blow-smoke, keep your head down, isolate & marginalise the hijacking victim.* A willing attorney specialising in hijacking, will gladly do as bidden by the hijackers.


In SA, we have lots & lots of theory. In practice the law is generally utterly porous & rather impractical for SA's citizens. The whole system is clumsy & was written for a time when the common man was overly flush, I'd imagine.

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## ians

Lesson learnt from this? 

Don't trust anyone.
Don't get involved in a partnership unless you are the majority shareholder and control the finances.
Don't go to court unless you have too much money.

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desA (26-Feb-14), wynn (27-Feb-14)

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## desA

Very much agreed, Ians.

One has to wonder how CIPC governance could be improved.

I was in Sweden last November with specific intent to invite a large high-tech company to build manufacturing capacity in SA. In the end, good conscience would not let me invite them into the present legal quagmire in SA. At this point, I basically treat SA like the rest of 'darkest Africa'. Fear what you cannot control. Only import items, as required. Local expertise for repairs only.

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## wynn

> Thanks Wynn. Remember, we have here a common man, with light wallet.
> 
> In order to bring a liquidation request to the court, you can expect to pay a minimum of R60k, just to get the order in place - if un-apposed. Thereafter, there are a number of steps that need to be executed by the court-appointed liquidator, before asset recovery can even begin. By the time the enquiry has been sorted out, etc, etc - you'd be looking at over R100k. The initial deposit would be towards R30k.
> 
> The first question the potential liquidator will ask - "How much money do you have?".
> 
> Remember, if the business assets have been stripped, the fees & costs will have to be carried by the common man, with light wallet!
> 
> *Hijacker's Principle #5
> ...


Surely that is if you wish to actually liquidate them, I don't believe it costs too much to actually place them in recievership, naming all the assets stripped, which means nobody can do diddly squat with the cc or its assets until somebody blinks, (fraud if they do and then you can go for them criminally) unfortunately yourself included, so all their shenanigans come to a dead stop, which will give you the wiggle room to resign and not be responsible for any further debt. or to negotiate your share out of the cc before you rescind the recievership.

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## CLIVE-TRIANGLE

There are a number of alternative and free routes also.

The first is to a lay a complaint with the CIPC. They actually do react.
The second, if there is tax fraud, is to make a full disclosure at SARS, There too they do actually do something.

This is the course of action at CIPC:
Complaints to address alleged contravention of the Companies Act

A complaint relating to an alleged contravention of the Companies Act may be reported to CIPC by completing a form CoR135.1, and sending it to the following e-mail address: CoR135.1complaint@cipc.co.za. 

Complaints relating to companies or close corporations that is carrying on business, where a person has acted inconsistent with the 2008 Act and a persons rights under the 2008 Act, Memorandum of Incorporation (MOI) or rules have been infringed, or there is an intend to defraud or carry on its business recklessly, and with gross negligence, or for any fraudulent purposes, may be reported in terms of the new Companies Act No 71 of 2008, to the Companies and Intellectual Property Commission (CIPC). 

If the CIPC has reasonable grounds to believe that a company is engaging in conduct prohibited by the Act, the Commission may issue a notice to the company to show cause why the company should be permitted to continue carrying on its business, or to trade, as the case may be. 

Please note that upon receiving a complaint, the Commission may resolve:

not to investigate, to refer it, if more practicable, to the Companies Tribunal or Accredited agency or to direct an investigator or inspector to investigate.
Please ensure that you substantiate the facts being alleged as far as possible. Note that if the allegations, when proven, would not constitute grounds for remedy under the Companies Act 2008 (Act 71 of 2008), it would not be investigated. 

Complete the relevant form CoR135.1 (Complaint) and e-mail the form and all substantiating documentation to CoR135.1complaint@cipc.co.za. 

If you require any other assistance contact the Complaints and Investigation Department at telephone number 012 3941511/1611.

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desA (28-Feb-14)

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## CLIVE-TRIANGLE

The references to the companies act are equally applicable to cc's, by the way.

Even a cc's refusal to process a member's resignation and thereby continuing his exposure to risk, is grounds for a complaint. Evidence of YOUR actions is of course key! You cannot not resign, because of your belief that they won't process it. Resign in writing and get proof of delivery and even complete the resignation section of a Ck2 form.

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desA (28-Feb-14)

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## desA

Hi Clive, 

Thank you so much for such incredibly useful information. It is very much appreciated.

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## desA

*Reporting a Tax Crime to SARS*




> *How the Law protects you when you report a tax crime*
> 
> SARS legislation expressly provides protection to people who report tax crime.
> 
> If you wish to report a tax crime to SARS, we will ask you to fill in a suspicious activity report. SARS will endeavour to protect your identity under any circumstance. The only instance where this may change is where your testimony may be required during a criminal trial. In such a case, various means to protect your identity exist in law, and together with you, SARS will engage the National Prosecuting Authority (NPA) to ensure these are considered.
> 
> If the case may affect national security or testifying presents a grave danger to you, SARS will request the NPA to place you in a witness protection programme which the NPA administers. On rare occasion, SARS has had to provide security to witnesses in form of bodyguards and other measures.
> 
> If you wish to report illegal tax practices that you believe have been committed by your employer or a public institution, you will receive protection as a “whistleblower” under the Protected Disclosures Act. In such a case, please keep in mind that when reporting to SARS, you inform us that you are reporting the case in terms of the Protected Disclosures Act No, 26 of 2000.


http://www.sars.gov.za/TargTaxCrime/...tax-crime.aspx





> *REPORT A TAX OR CUSTOMS CRIME*
> 
> We want to make reporting a tax or customs crime easy for you. If you want to see what we consider a suspicious activity click here. So we’ve even created an online form for you to complete. What do you need to get together before you start?
> 
>     It’s useful if you have an ID number; Tax Reference number of the person you are reporting. But it’s not essential. Even a car registration number will help
>     We’ll ask you if the crime is about business tax, personal tax or customs
>     You decide if you want to remain anonymous
>     But the form is simple and easy to complete  
> 
> ...


https://secure.sarsefiling.co.za/AdHocCaseSourcing

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## KristiKat

One business is stealing from another business...

Can people be incorporated in more than one CC at a time?

Can people own more than one company at a time?

And can companies misuse their powers without getting caught by forensic auditing?

Have you tried to get hold of a forensic auditor?

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## desA

*CC1* : 
Member 1 (financial administrator for CC2, wife of owner of CC2 - role in CC1 of financial administrator); 
Member 2 (works for CC2 - workshop); 
Member 3 (independent technical specialist, has consulted to CC2 for around 1.5 years)

*CC2*:
100% owned by husband of Member 1 (of CC1).
Specifically did not want to be a member of CC1 at formation.

Trading figures for CC1 published at various points in early life of CC1. When irregularities in these figures became apparent, Member 3 questioned these. Member 3 had a forensic auditor look at the early figures he'd received. It took him around 1 minute to work out that financial criminality was at work. This was checked with an attorney who was ex Commercial Crime Unit, Durban. The criminality on the published figures is totally clear. 

No further trading figures produced. Member 1 unilaterally closes CC1's bank account. When Member 3 presses to see real trading figures for CC1, Members 1 & 2, gang up with CC2's owner & claim that CC1 is dormant & has never traded (in writing) - & that all moneys are owned by CC2. Member 3 is told that he may not visit company premises, under threat of eviction by SAPS.

The criminality & fraud has been lodged with SAPS, Fraud unit & case opened. The evidence is extremely straightforward & simple to understand.

The hijack specialist attorney forms a wall of protection around the gang & will not let the partners talk directly to Member 3. This is a specifically well-tested modus. The gang are simply thugs, who appear to have used similar modus in earlier times, in various guises.

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## desA

*Penalties for Fraud in excess of R500,000*

I have been informed that the Minimum Sentences Act is being used for fraud cases with prejudice over R500,000. I understand that this compels the judge to hand down a minimum sentence of 15 years for such offenses, without leniency.

The drive is to stamp out rampant corruption & fraud.

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## KristiKat

I don't know where you live,

but in South africa,

the prosecutors are too dumb to handle fraud,

the nolle prosecute them instead.

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## desA

What are the _nolle_?

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## desA

http://en.wikipedia.org/wiki/Nolle_prosequi

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Dave A (03-Mar-14)

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## desA

> Complete the relevant form CoR135.1 (Complaint) and e-mail the form and all substantiating documentation to CoR135.1complaint@cipc.co.za.
> 
> If you require any other assistance contact the Complaints and Investigation Department at telephone number 012 3941511/1611.


The irony:
1.  E-mail address bounces - incorrect on website, it seems.
2.  Phoning listed numbers continually finds no-one at home.
3.  Trying main incoming 086 number has one on hold for eternity.

SA at its very best. Land of empty promises, & hot air...  :Applaud:

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## CLIVE-TRIANGLE

Rather use an appropriate email address from this brochure

It also contains specific telephone numbers.

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desA (03-Mar-14)

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## desA

Clive, Thank you so much. I am in your debt.

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## CLIVE-TRIANGLE

You're welcome, and good luck.

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desA (03-Mar-14)

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## Sky

Clive has provided cracker advice on similar matters in the forum - and I was reminded of the Closed Corporation Act Section 42 - 

42. Fiduciary position of members

 (1)  Each member of a corporation shall stand in a fiduciary relationship to the corporation.

 (2)  Without prejudice to the generality of the expression "fiduciary relationship", the provisions of subsection (1) imply that a member -

  (a)  shall in relation to the corporation act honestly and in good faith, and in particular -

   (i)  shall exercise such powers as he or she may have to manage or represent the corporation in the interest and for the benefit of the corporation; and

[S.42(2)(a)(i) words "he" substituted with "he or she" by clause 4 of Act 25/2005]

   (ii)  shall not act without or exceed the powers aforesaid; and

  (b)  shall avoid any material conflict between his or her own interest and those of the corporation, and in particular -

[S.42(2)(b) words "his" substituted with "his or her" by clause 4 of Act 25/2005]

   (i)  shall not derive any personal economic benefit to which he or she is not entitled by reason of his or her membership of or service to the corporation, from the corporation or from any other person in circumstances where that benefit is obtained in conflict with the interests of the corporation;

[S.42(2)(b)(i) words "he" and "his" substituted with "he or she" and "his or her" by clause 4 of Act 25/2005]

   (ii)  shall notify every other member, at the earliest opportunity practicable in the circumstances, of the nature and extent of any contract of the corporation; and

   (iii)  shall not compete in any way with the corporation in its business activities.

(3)

 (a)  A member of a corporation whose act or omission has breached any duty arising from his or her fiduciary relationship shall be liable to the corporation for -

[S.42(3)(a) words "his" substituted with "his or her" by clause 4 of Act 25/2005]

   (i)  any loss suffered as a result thereof by the corporation; or

   (ii)  any economic benefit derived by the member by reason thereof.

  (b)  Where a member fails to comply with the provisions of subparagraph (ii) of paragraph (b) of subsection (2) and it becomes known to the corporation that the member has an interest referred to in that subparagraph in any contract of the corporation, the contract in question shall, at the option of the corporation, be avoidable: Provided that where the corporation chooses not to be bound a Court may on application any interested person, if the Court is of the opinion that in the circumstances it is fair to order that such contract shall nevertheless be binding on the parties, give an order to that effect, and may take any further order in respect thereof which it may deem fit.

 (4)  Except as regards his or her duty referred to in subsection (2)(a), any particular conduct of a member shall not constitute a breach of a duty arising from his or her fiduciary relationship to the corporation, if such conduct was preceded or followed by the written approval of all its members where such members were or are cognisant of all the material facts.

[S.42(4) words "his" substituted with "his or her" by clause 4 of Act 25/2005]


This then clearly leaves ground for complaint to the court as prescribed by the Act. The onus would be to prove such by the wronged member. 

The main issue is that there should be repair in the outcome or removal of onerous liabilities unjustly incurred. 

This is my opinion though - and I agree with what has been said here - is the outcome of expensive litigation worth it? Better partner choices in future?

Bummer indeed.

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## desA

Thank you, Sky, for your very enlightening input.

I'd have to say that, in my matter, so many rules & ethics were broken by the two members who acted as accessories to the external hijack CC, that these are very easy to prove. In many instances, these were clearly fraudulent. 

Some very simple rules apply, for instance, when requesting liquidation for a business:
1.  Do the members talk to each other? (Communications breakdown => same as incompatibility in marriage);
2.  Are all members accorded access to the registered place of work?
3.  Are all members accorded access to the business trading figures?

When person responsible for the financial side of the CC unilaterally closes a business bank account, without prior discussion with 3rd member & continually hides behind their attorneys, each time the trading figures are requested, in an attempt to prevent access to the true trading figures - this is fairly straight-forward.

All the other 'frilly-bits' in legalese are the small issues. The large issues are fraud, personal enrichment & poor ethics. Oddly-enough, bulldog attack attorneys tend to focus on the small issues - & willfully ignore the large issues. Obfuscation.

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## desA

Brief report-back
I'm going to place my input on hold at this point, due to present sensitivities. I'll feed back to the thread once matters begin to take cohesive shape & substantive progress is made.

I trust that, after this matter is properly resolved, that other readers who may have found themselves in similar circumstances, will know where to turn. We do have some good folks around.

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ians (11-Mar-14), wynn (10-Mar-14)

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## xcorporation

i am just curious. if the friend stayed in a penthouse, why did he share it with his business partners ?
If his fancy car was 'stolen' surely, must have insurance, surely tracking unit, history ....

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## desA

We have one of SA's leading Advocates leading the charge.

To say that our family is incredibly grateful, would be a gross understatement. There are some good people in this world.

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## CLIVE-TRIANGLE

desA, any advocate is a huge up of the ante. Well done my friend and all of the best.

Having had an advocate blowing the bugle for me was a life changing event, as it will be for you.

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desA (14-Mar-14)

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## desA

Thanks so much, Clive.

The other avenues, as suggested by you earlier - are now all in play.

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## KristiKat

please go here....

someone asked a similar question today.

hope it can help you in some way.

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## KristiKat

> What are the _nolle_?


the refusal to prosecute.

therefore it is better to go the civil route in the link provided....

they won't prosecute they will only sentence.

there won't be a criminal trial,

but a civil trial that would give a punishment.

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## sterne.law@gmail.com

Des, if you and/or advocate need help, I'm happy to throw my hat into the mix.

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## desA

Thanks for your kind offer Anthony.

Our advocate has a highly competent attorney on the sharp end of this. You have no idea of the debt of gratitude we owe to these kind folks.

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## desA

Matter escalating fast now. There are some very competent people acting in critical positions. Our family is incredibly grateful. Still have a long, long way to go, however.

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## desA

Making further progress - one step at a time.

Question:
CIPC is sent an Annual Return. 

What is this? Is this a Tax Return? Will it show business turnover etc for the year submitted? Does anyone perhaps have an example of what this Annual Return would look like?

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## Dave A

Des, the annual return CoR 30.1 does reflect the declared turnover on page 1.



The balance of the return reflects the various officers of the Company or CC per the records of CIPC.

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desA (21-Mar-14)

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## desA

Thanks so much, Dave. This is incredibly useful.

Lets say a CC has three members. Who is legally allowed to sign off & submit the annual return CoR 30.1? Can it be any member, or must all three sign off the submission?

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## Dave A

Des, the return is completed online and in practice *anyone* with an account at CIPC could submit the annual return. They don't even have to be connected to the company or cc concerned.

The only linkage or traceability is the user profile that submitted the return will reflect on the CIPC records of annual submissions for the company/cc concerned.

CIPC just seems to assume that no-one in their right mind would pay the annual fee for a company that they're not connected to.

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desA (21-Mar-14)

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## CLIVE-TRIANGLE

Des that's an interesting point you have raised.

In reality, members of the cc cannot be changed by the annual return process. One either confirms the data presented, or "flag" errors and then file the necessary docs to correct them, which requires signatures of all embers, whether affected or not..

The turnover is used to calculate the annual duty. The duty starts at R100 iro turnover to R1m
Then R450 for turnover to R10m and so on, up to a maximum of R3,000 for R25m +

So the worst that one can actually do is confirm incorrect data, and then misstate the turnover to reduce the duty.

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desA (21-Mar-14)

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## desA

Thank you Dave & Clive for your invaluable comments.

I now have a very good idea of how this Annual Return has been managed, in my case. An amazingly 'Dormant' operation gets a new lease on life, or...?

The harder the hijackers try to evade, the more they tie themselves in knots... Intriguing.

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## desA

A few comments on the SA Criminal Justice System

We've seen a few comments in regards to the ineffectiveness of the SAPS & fraud/theft-based matters. The general impression is often that SAPS & the Prosecutors are way too overloaded, to take on these matters. Business hijackers tend to use this to their advantage & bank on the system working against the complainant.

Well, my experiences have been a little different. Once the case was lodged with SAPS & a CAS #/#/201X provided, the matter moved into capable hands & a process started. At a certain point, for large fraud cases, it seems that SAPS sends the docket to the Prosecutors at the local court, for determination as to whether it will move to trial, or not. The general action, is to not read the matter thoroughly, & to return it to the I/O for re-work - often citing 'civil matter' as the basis for the return.

The onus is then on the complainant to press on, show the criminality element clearly, & press for justice. There is a lot of work to be done here & it is not for the faint-hearted, I assure you.

In my case, I've appealed to the very highest channels in our legal system & met with a very pleasant surprise. There are some really good people out there.

There are a few things wannabe business hijackers need to know:
1.  If the prejudice can be shown to be in excess of R500,000 , then, the Minimum Sentences Act is being applied. This sends the guilty to jail for a minimum of 15 years.

2.  There are some excellent officials in the criminal justice system, who are good at their job. They've seen fraud-based crimes so many times, that your act will be relatively transparent to them. Generally, common sense prevails.

3.  An attorney who specialises in hijack cases & guides their client beyond a certain point, is a party to the fraud. Besides also being in line for jail-time, such persons may be disbarred from the legal profession.

4.  The Accused in a criminal matter - once arrested - may not leave the country until the matter is settled!

5.  Some people cannot be bought off. In criminal matters, once the matter has been lodged with SAPS, it is illegal to accept an offer to walk away from the case. This is called 'compounding', or bribery. When hijackers meet such people of integrity, then they are well on their way to jail. Attorneys will try to convince you that you can just 'not push the matter'. This is unethical & dishonest. Why use SAPS & the courts to do your dirty work?

6.  When the jailed fraudsters' time comes to apply for parole, you better know that affected parties will want to lodge a request to the parole folks to attempt to keep you inside longer, or to, at least, ensure as far as possible that you do not repeat these crimes upon your release. We will be watching you!

I was asked the question : *What do you want from this case?*

Answer : *Nothing, but justice. It is not about money, but all about putting fraudsters in jail, so that they cannot harm another person in future. Sure, my family & I have been traumatised by this matter, but we are pressing onto the end. This is our solemn promise!* 

I trust, that, as this matter unfolds, that those of our business community who have been hijacked by unscrupulous operators during their careers, will take courage & learn from my experiences. The more we stand together, the less chance for these crooks.

I am more & more convinced each day, that there is a need to set up a group in South Africa, to assist fellow business persons, to push back against the business hijackers out there.

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CLIVE-TRIANGLE (23-Mar-14), Dave A (22-Mar-14)

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## desA

The game is on...  Turning up the heat a few levels. Interesting to see what has begun coming out of the woodwork...

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## desA

Turning the heat up still further...

Reminds me of the kid, who is caught with his hand in the cookie jar:

1.  Stealing cookies? Who me? Never - do you really think I'm like that? Don't you trust me?
2.  Mom shows him his hand still in the jar.
3.  Kid pushes hand in still further.
4.  Whose cookies are these anyway? Dad pays for everything in this house & I'm his son. So, they are actually my cookies. I'll fight anyone who says differently. 
5.  Dad comes home & shows him the error of his ways.

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## desA

Odd mentality, these hijacker-types seem to have.

My Advocate made what was, by all accounts, a perfectly reasonable offer to their legal team, to settle fairly.

Apparently, no takers. The matter will now escalate in leaps & bounds. The expected final settlement, at the end of the proverbial day, could be as much as 10x what the 'reasonable walk-away settlement' would have been. The criminality portion amounts to two frauds totaling in the region of R15 million. Daft stuff. 

The knock-on effect into the hijacker's own operation would be sufficient to close them down, in all likelihood.

Predictably greedy to the bitter end... Shame.

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## Justloadit

They been doing it and getting away with it for so long, that they believe they are untouchable.

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desA (25-Apr-14)

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## Dave A

> Daft stuff.


Litigation that actually goes to court often does have some element of madness involved.

Just remember that sometimes it shows in the results, too.

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desA (25-Apr-14)

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## desA

> Justloadit's wise comment:
> They been doing it and getting away with it for so long, that they believe they are untouchable.


You are totally correct. A search over this particular hijacker's history, shows this to be true. 

Latch onto a good technology, where the person involved appears to be vulnerable, or without loads of money to mount a strong defense. Take action to sideline said person, then use attacking attorneys to create the space required while they asset-strip. All the while, the attorney applies pressure to see off the victim.

Anecdotal evidence appears to point to one particular victim who died of a heart attack. Very sad.

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## desA

> Dave A wisely stated:
> Litigation that actually goes to court often does have some element of madness involved.
> 
> Just remember that sometimes it shows in the results, too.


Very true.

My rebuttal Affidavit shows that some 95% of the hijacker's claims are mendacious in nature. Absolutely astounding that they would waste the Court's time.

The impression I've ended up with is that of hijacker's using bluster & bully-boy tactics, wherever they can find them. Some attorneys have doubtful ethics & are happy to take client instructions in any way, shape, or form - no matter the ethics, let alone right-&-wrong. The Courts seem to just be an extension of their mafia-style tactics. They'll probably win most of these cases, based on no defense, due to lack of resources on the part of the victim.

Problem comes when you come up against a victim who just won't be bullied.

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## wynn

Be prepared for the long uphill haul, because they have not even started delaying tactics yet, your attorney will make a booking about a year or more in advance so that you are the first item on the roll, then when you are ready to go to court one of them will suddenly fall ill so a postponement will be granted which means another year or more will pass.
Then when your are ready to go to court again one of them will be overseas and unable to attend, so another postponement, so on and so on.

Happened to me until we got the same Judge twice who said that if they all were not in court at the next date they would forfeit the case, and that is exactly what happened, I won by default and costs were awarded to me, took five years though.

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desA (25-Apr-14)

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## Justloadit

They know that the victims usually retreat, and allow them to enjoy the spoils of the attack, hence the mendacious statements in court papers. Since the case never gets to a magistrate/judge, they can fabricate any old story they wish.

The problem arises when someone can defend. They attempt the same strategy, and even going to great lengths to implicate themselves along with implicating you or your close relatives in some manner. Sort of a king against a king for an example on a chess board, sort of I am going to jail, but so are you type of scenario. They are gamblers, and in most cases the victim uses common sense and retracts the defense, and they walk away the victor. So be ready to get all sorts of attacks and accusations, which have nothing to do with the case in hand. These can be reporting you to SARS for supposedly something you have done, which immediately gets SARS to investigate you for the lats 5 or 6 years, or in one case I know they had them report to the Fraud Squad (there is a government department for this), which of course cause another investigation into your affairs.

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desA (25-Apr-14)

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## desA

All very valid points. Very sad when a nation tolerates this level of white-collar criminality.

A practical reality in SA, at present, is that both the Civil & Criminal systems have decayed into an almost irreparable condition. Justice appears to be a rarity. This counts very much in any would-be hijacker's favour.

The very sad part is that none of this daft stuff contributes to the SA economy - it only drains it. To say that I would never, ever again consider going into business in SA, would be an understatement. An incredible waste of effort & time, all round. The waste of brain-power & effort is something I'd not want to repeat. A learning curve, indeed.

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## flaker

When everything is done & dusted, i wish you would write in with more specifics on nature of business,affidavits & replying affidavits & how company was asset stripped. It would make for interesting reading.

My sense is that it will never end up in court. There would be some sort of settlement when the other side comes to realise that you've clearly no intention of surrendering

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## desA

Absolutely.

When the matter has moved to completion, I'll write up a full Case Study (names redacted), outlining the full details. I know that this will be extremely useful to readers.

One simple tip, without divulging too much, at this point : *Carry a hidden slimline dictaphone, with powerful microphone, to ALL business meetings!!!*

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## desA

With this matter now having moved into an interesting phase, I am preparing a write-up of the matter (saga), for eventual posting on this thread. Names will be redacted.

For me, personally, the total lack of timeous dispensing of criminal, or civil justice in SA, is astounding. The way the attorneys game the system is amazing. It has very little to do with being officers of the court, but more to do with _lawyering_ & gamesmanship. 

It is so atrocious that I would suggest that folks planning to go into business, take a long hard look at any potential partners. It would be far preferable to go it alone, or act as an external consultant, than to take a minority share in a business in SA.

Another key is to have control of the finances. The one who controls the money can literally get away with anything & to boot, he will be believed by the hijack-specialist fleecer. Money talks & dispenses _justice_ in SA. Some fleecers have neither morals, nor scruples. Very sad.

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## Terry Hopper

The Better Business is warning that companies across New Hampshire should be on the lookout for a scam it calls hijacking.

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## pmbguy

> The Better Business is warning that companies across New Hampshire should be on the lookout for a scam it calls hijacking.


??

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## Blurock

> For me, personally, the total lack of timeous dispensing of criminal, or civil justice in SA, is astounding. The way the attorneys game the system is amazing. It has very little to do with being officers of the court, but more to do with _lawyering_ & gamesmanship.


Unfortunately, this is absolutely true. Attorneys are not interested in serving justice, they are only interested in the money they can make. Unfortunately our justice system allows this to happen and provides very little recourse for the victim of crime, be it white collar crime such as fraud or armed robbery and even murder. The victim always lose. 

That is why one should never take short cuts in business. See that you have done your homework. Cross the T's and dot the i's. See that all your paperwork is in order and that you have proof of everything you do or what is done to you!

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desA (29-Jun-14)

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## desA

Even with hidden dictaphone recordings - with every word clearly enunciated, the SA legal system appears to be totally & utterly useless! Incredibly sad.

The Criminal & Civil Justice systems are totally overloaded. Many functionaries appear to be fire-fighting at each & every turn. I would imagine that Nigeria must have looked like this soon after independence in 1960. What it is today is a shock to most visitors. A snap-shot of SA in 20 years time?

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## Terry Hopper

> ??


Actually I want to say for business of ‘name hijacking’ scam. :Smile:

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## desA

Wrong thread, Terry.

This thread is about a case where my business (CC) was hijacked by another business (CC), using the services of two of my company's members. An enormous amount of money was stolen; malfeasance committed by the person responsible for the finances; attempted to co-opt all my company's IP - but were blocked by me on the trademark - with a hijack specialist fleecer employed by the hijackers to attempt to chase me off.

The matter is presently within the civil court system & a criminal case opened. 

At one point, the hijackers attempted to use the 'legal system' to force me to sign over my share of the CC. I refused & pushed back. This has been dealt with & now sits _sine die_. The hijackers' path gets increasingly more difficult by the day. The time of reckoning will come - sooner, rather than later.

The SA business environment is filthy & many unscrupulous operators exist. In the end, the poor ethics will be the undoing of the SA economy. No sane international investor would waste their time & efforts getting involved in such a no-win situation. Innovation will dwindle, until all new technology is imported from abroad. I do suspect that SA may almost be there now.   :No:   :Yes:

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## Greig Whitton

> Unfortunately our justice system allows this to happen and provides very little recourse for the victim of crime, be it white collar crime such as fraud or armed robbery and even murder. The victim always lose.


This is factually incorrect. Even a casual glance of publicly available court judgments will definitely prove that many South Africans successfully exercise their legal rights every day.

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## Justloadit

mmm interesting, has this article have no credibility 




> Giant law firm Edward Nathan Sonnenbergs, and their co-conspirators Nedbank, are in serious, serious trouble.
> What happened last week, and what is coming down the line, will be devastating to their reputation. They stand to lose millions, if not billions in revenue from boycotts.
> Ian Brakspear was physically assaulted
> By now you know the story of the Ian Brakspear case. Ian had his estate liquidated by Leonard Katz, a Director of Edward Nathan Sonnenbergs. To obtain the liquidation, which left his elderly mother living in a garage and his family in dire straits, a fictitious R7million loan from Nedbank was submitted to the High Court. Then the Court order itself was forged. 
> 
> The Hawks, who did a thorough investigation into Leonard Katz and the Court order, concur with Brakspear. Since then, Court files have gone missing, legal tricks have delayed proceedings, phones have been tapped and it's been a cover-up every step of the way.
> 
> Nico Botha, claiming to be the Chairman of BOE, submitted a sworn affidavit to the High Court that the above loan was granted. Botha is most certainly NOT the Chairman of BOE. He is an arbitrary director of an insignificant campany called 'BOE Trust' with no right to depose of such an affidavit. He is a mere robo-signer. However, a man by the name of David McReady confirmed this affidavit, under oath, to be true! David McReady is a very, very big shot at Nedcor and this indicates just how high up the rot goes. There is no loan agreement or proof of payment that the loan ever took place. These men are lying through their teeth.
> NewERA went ballistic. So did the press and so did Ian's family and community. Finally, Judge President Patel stepped in. There is a going to be a full two week trial on August 11th, with an outside Judge to hear the case. Wow!
> ...

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## desA

> Originally Posted by Blurock View Post
> Unfortunately our justice system allows this to happen and provides very little recourse for the victim of crime, be it white collar crime such as fraud or armed robbery and even murder. The victim always lose.





> Greg Whitton stated:
> This is factually incorrect. Even a casual glance of publicly available court judgments will definitely prove that many South Africans successfully exercise their legal rights every day.


Greg, you may, or may not be a fleecer - I cannot quite make out from your links. The thing is that you are quoting the fairly rare resolution rate as though it were the norm - this is simply not true, at all.

An example may clarify:
3 (?High?) Courts in Durban area. Some 40,000 matters passing through per year. Around 800 settled cases per year. Of those, how many are successful? [Source - local fleecer & advocate]

An abysmal settlement record.

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## Greig Whitton

> The thing is that you are quoting the fairly rare resolution rate as though it were the norm - this is simply not true, at all.


You and others have suggested that legal justice in South Africa is an impossibility. All I have stated is that this nihilistic opinion is factually incorrect and that publicly available case law proves that ordinary South Africans successfully exercise their legal rights all the time. I have never suggested that our legal system is flawless, merely that legal rights can be enforced and that other forum users should not be dissuaded from doing so by relentless pessimism to the contrary.

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pmbguy (01-Jul-14)

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## Blurock

> This is factually incorrect. Even a casual glance of publicly available court judgments will definitely prove that many South Africans successfully exercise their legal rights every day.


I am sorry, but you may be living in a dream world. I have personally lost money where attorneys just worked for their own pockets and not for justice. Attorneys do not serve justice, they serve their clients, however crooked they may be. They will defend a fraudster and crook without blinking an eye, as long as they can make money out of it. Even once you have obtained a judgment, they will continue to frustrate the court and will try any trick in the book not to pay.

I am not saying that all attorneys are crooks, I just have not met an honest one yet. :Batman: 

Another fact in South African law is that if you do not have the money to litigate, you have no chance. The guys with the big bucks win all the time.
Our wonderful government is now also changing the law so that judgments will disappear after 5 years. So if you have not collected whats due to you in that time, you have very little chance of ever recovering the debt.

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## Greig Whitton

I am not saying that our legal system is perfect, that victims always receive justice, that perpetrators are always held accountable, and that every attorney is trustworthy. I am simply saying that it is possible to exercise our legal rights and that ordinary South Africans do it all the time. To declare this an impossibility is factually incorrect.

Like desA, you have obviously been burnt in the past and I genuinely sympathise with that. Were I in your position, I would probably be just as cynical. But your experiences do not exactly reflect every single attempt at legal justice in this country any more than a "dream world" of a perfect legal system.

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## desA

^ Greg, you are living in a non-real, theoretical world, I'm afraid. Your statements reflect naivety in the extreme, I'm sorry to say.

Justice is rarely served in SA. The folks that are cynical have walked their talk & have experience of the debacles that are the failed civil & criminal 'justice' systems. Even the Pistorius trial is a 'show trial' - the BBC has picked up on the surrounding realities.

South Africa is now Africa - period!

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## Houses4Rent

I tried the justice systems a few times too. Even in the rare event where I won it was a disgrace. If I can help it I find solutions without using the courts and legal fraternity.

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desA (03-Jul-14)

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## Greig Whitton

> ^ Greg, you are living in a non-real, theoretical world, I'm afraid. Your statements reflect naivety in the extreme, I'm sorry to say.


Would you mind clarifying which of my statements reflect "naivety in the extreme"?

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## desA

^ Greg, I have no interest in nit-picking, or sparring on an endless point-by-point review - as you often appear to attempt. I simply have neither the interest, nor time, to engage you in this - sorry.

By attempting to use the few to prove the many (specific cases to prove the general case), you cannot sustain an argument. Red herrings will abound. A total waste of time & effort.

This is the apparent realm oft enjoyed by fleecers. That's one question you appear to continue to evade. Are you a fleecer?   :Big Grin:

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## Greig Whitton

> By attempting to use the few to prove the many (specific cases to prove the general case), you cannot sustain an argument.


Ironic, considering that you constantly reference your singular experience of injustice as proof that our entire legal justice system is broken.




> Are you a fleecer?


No.

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## desA

> Originally Posted by desA
> By attempting to use the few to prove the many (specific cases to prove the general case), you cannot sustain an argument.





> Greg pronounced
> Ironic, considering that you constantly reference your *singular experience* of injustice as proof that our entire legal justice system is broken.


My experiences in SA are plural & over the course of my lifetime. The recent hijacking is the apex of this trajectory. It is arrogant to presume that your perceptions are fact.

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## desA

Back to the topic at hand - Business Hijacking in South Africa.

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## Greig Whitton

> Back to the topic at hand - Business Hijacking in South Africa.


We obviously have very different worldviews, but I do genuinely appreciate your willingness to share your experiences so that the rest of us may learn from them. And I hope that those who stole everything that you worked so hard to build are brought to justice, if only eventually.

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## desA

^ Greg, thank you so much for your kind comment. If this thread protects at least one person in SA, it will have achieved its goal.

SA desperately needs each & every business - in order to survive & grow. If these businesses are not adequately protected by common law & fair business practices, it will have an extremely negative effect in the long run. It has to.

A feature of many countries is to encourage arbitration & conflict resolution, either in place of, or preferentially to civil action. In the case of a Business Hijacking, the aggrieved party/ies would lodge a complaint with the local arbitrator, who would sit with both sides & find resolution. In some Nordic countries, the business license would be issued conditional to following these conflict-resolution mechanisms. Anecdotal cases exist of a local arbitrator seizing assets, liquidating them & settling the claim - no court entered. Most Non-Disclosure Agreements in Europe settle by Arbitration, with no mention of civil court whatsoever.

I had an interesting experience in developing an international Non-Disclosure Agreement in SA - the only resolution mechanism offered was the High Court, or above. Arbitration was unheard of. The NDA writer had to research mechanisms for international NDA's & in fact, at last writing, had still not thoroughly resolved these mechanisms. I provided a number of templates as examples. In other words, SA is still leagues behind many first world nations in their conflict-resolution mechanisms.

This (outdated) business culture in SA allows Business Hijackers to thrive, asset strip & plunder, with little recourse by the (dis-advantaged) aggrieved party/ies. Once the plunder of assets begins, the hijack-specialist fleecer tilts the bias in favour of the hijacker & keeps it that way until the business is pushes into liquidation.

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## desA

Let the exposure begin. Names modified for discreteness.

History of the technology
Some 38 years ago, a new, novel heat-exchanger technology was introduced to South Africa, by a Swiss-German inventor, who had been manufacturing in South America. Three patents had been registered internationally, as well as in SA. The concept was radically different to anything else on the market - & still is. The original design concept was kept secret & was embodied in protected calculation programs, which ran on a Texas Instrument calculator. Very little was really known about the design equations, or hidden technology. For some reason (unknown), the developer never advanced the design program into the more modern age of personal computers. We'll call this company TransX. 

A British engineer/entrepreneur brought this technology to SA & launched it as TransH. At some point, I assume he ran out of cash & was taken over by R&L, which was a large equipment trader/supplier - with an extensive dealer network.

Further on, R&L realised that TransH was not core business & that heat-exchangers were not a commodity - they required a skilled sales-force who could identify application opportunities & provide workable, reliable solutions. 

R&L then spun TransH off into a management buyout. TransH operated reasonably successfully as SA grew industrially & ended up supplying thousands of heat-exchangers around South Africa. The main technology focus was the Gold Mining industry, where SA was world leader at that time. TransH purchased worldwide rights to the TransX brand name/trade mark for some R300k, in 2005, from the Swiss-German developer. The TransX brand name/trademark was retained by TransH as its flagship brand.

In 2008, G&B, a huge industrial distributor in SA & sub-saharan Africa purchased TransH & the TransX brand name/trademark - with intention to enter the heat-exchange business in SA. TransH became a division of G&B. 

The business had come full cycle in terms of being absorbed by a large industrial trader/supplier.

(cont).

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## desA

(cont).

G&B era
TransH was operated as a division, within G&B from 2008 until end 2012. The unit never quite settled into G&B's corporate philosophy. The manager retained independence & played the CEO into allowing him to operate the unit as he chose. At a certain point, G&B decided to integrate TransH more tightly into corporate think. In the end, the unit was on a perpetual go-slow & was costing G&B a great deal of cash-burn & pain. The director of the G&B side was a chap called Rickland.

My involvement
I came to TransH in 1988/89 out of a background in the Petrochem industry. I loved the design game & was passionate about the challenges heat-transfer offers. Promise had been made of potential share-ownership, over time - even though the initial remuneration was abysmal. When I arrived, a fairly rudimentary computer program was run on a legacy HP computer (before the days of the PC). I needed a working tool & so wrote a full design program in compiled Basic on the whizzbang 386 of the day - some 16,000 lines of code. Developed the optimisation models for gold-processing economiser/heater sets. (These rules were used to design most Gold-Mine Elution systems in SA). I reviewed & evaluated the original proprietary program's results & developed my own parallel models. With no share-ownership emerging, I decided to move off into consulting, with the stated intent of one day returning to operate, or own TransH.

24 years later, I was back in SA on an extended stay, to take care of family business. I initially assisted a spin-off company who was making a pirate version of the TransX system, using software & drawings purloined from TransH, by two ex staff members.

I explored re-consolidating the TransX family with G&B, with intention to prevent price erosion which had developed due to the presence of the pirate parts in SA, leading to damage to the TransX name. It also made sense to consolidate in order to launch a new phase of technology development & know-how. In the end G&B asked me to serve as a consultant in the TransH division, with aim of moving the design & marketing platform into the modern age. It turned out that TransH was still running the software I'd written in 1988/89 - with a few small code changes over some 14 years (ended up being 99.5% the same as the code I'd originally written).

In 2012 it became clear that G&B would be better served by completely outsourcing TransX manufacture & design to AN Other, & to merely provide the upfront customer connections & a product toll-way, from which they extracted their profit. A really nice, simple model.

A number of potential manufacturers were reviewed & evaluated & in early 2012. I connected Rickland to a company called SAXO, who were involved in the repair of heat-exchangers. I understood these folks to be honest & to potentially have the ability to absorb TransX technology. G&B then took the process with SAXO further & I stepped back to advise & facilitate, as required - maintaining as professional a relationship as possible. G&B then signed and NDA & MOU with SAXO to form a closer collaboration for the manufacture of the TransX range of heat-exchangers. With SAXO not complying with the requirements of the MOU, G&B unilaterally cancelled the agreement after some 45 days. G&B decided to get out of the heat-exchanger manufacturing business & closed the TransH division - retrenching all staff members. SAXO proved to be somewhat of an embarrassment in their not consummating the MOU. I still, however, felt that they had potential to manufacture the product, if carefully guided.

This left the TransX product in limbo, with the real possibility of it going out of production. G&B were rightfully concerned, as was I.

G&B expressed interest that I become personally involved, & find a way to both protect the TransX technology/know-how/IP - so called Technology Custodian - & to find a way to keep the TransX brand alive.

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## desA

(cont).

Topics to follow:
-  Closure of TransH within G&B
-  Who is SAXO?
-  NuCo concept/structure/focus
-  Relationship between NuCo & G&B
-  Agreement for transfer of TransX IP, brand/trademark from G&B to NuCo
-  Signing of Distribution Agreement between NuCo & G&B
-  Internal arrangements within NuCo - member structure
-  Trading begins for NuCo  
-  Questions arise wrt NuCo Trading Turnover after 4 months
-  Financial fraud within NuCo
-  G&B Distribution Agreement forgery
-  Impasse
-  The hijack fleecer enters
-  Pressure builds on both sides
-  Hijack is effected - method/fraud/stand-off
-  ...
-  Further review points right up to present.

I believe that the mistakes I made, as well as the modus of the hijackers will be beneficial to the overly-trusting members of our forum.

The hijackers should be aware, by now, that each & every business meeting was recorded on a hidden, high-power mic dictaphone. In addition I have initiated further activities via SAPS (to be reviewed in this thread), as well as proof of attempted insurance fraud to the tune of R150,000. Lots & lots to come out, over the next while. My reason for stating these aspects is that they were listed in my Response Affidavit in SA Court a few weeks back. These will be on public record, held somewhere in the Court records, no doubt.

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## desA

(cont).

Closure of TransH within G&B
G&B went through due process & closed the TransH business unit. Some 12 staff members were retrenched, with fair payout packages negotiated & fulfilled. In my view, G&B was as fair as possible, under the circumstances. It was sad, in the end, that the retrenched staff were not provided a send-off party. Some had as much as 25 years continuous service with the TransH business unit. The SA way, it seems - perhaps big corporate logic? Sad, anyway. G&B Director Rickland & his sidekick, DaVinci managed the closure process.

I assisted as consultant to assist in orderly closure & transfer technology, per agreement (see more later).

Who is SAXO?
SAXO consists of a single member - Teabag the Welder. Two people work for him : Mrs. Teabag (his wife) (accounts) & Gaboong (workshop) - a long-term sidekick - & a few workshop crew. SAXO's speciality is the repair of heat-exchangers. I had known Teabag the Welder for some years & had had good personal relations with these people. At some point, I has consulted to them for the design of heat-exchanger devices & systems. This capability allowed SAXO to bid on some large projects, one of which was very novel. 

Teabag the Welder had a history of starting engineering businesses, stabilising them, then selling them off. In many ways, he appeared to be the Golden Boy in the heat-exchanger industry - someone apparently worthy of collaboration. I performed a background check on Teabag & he was said to honour his promises. (Later review showed a different picture however - many of the folks who purchased his businesses appear to have ended up in financial difficulties after a while. What emerged was a picture of a cunning con-artist who builds up potential purchasers, coaches them into the business & even assists them to set up an image with the bank, so that they can purchase his business).

I trusted these people - implicitly - it has to be said. Their modus was one of coaching & drawing in. I had absolutely no idea of what their true intentions were. These will emerge as we move through this expose. Grand con artists & liars.

Teabag is a dominant character with a dual personality. At times he can be an incredibly engaging fellow, but, his staff, Mrs Teabag & Gaboong are totally frightened by him. They appear incapable, in hindsight, of standing up for what is legally, or morally right & defer to Teabag's every whim. He appears to be an emotional abuser. In my initial relations, he had been the perfect gentleman - to his workshop crew, he could often be an abuser - screaming at them at the top of his voice. His workshop crew turnover was incredibly high.

It appeared at one stage that Teabag was attempting to coach me into purchasing his business at inflated price. A heat-exchanger repair shop was not worth the money he was pushing for - as without Teabag & Gaboong, little would be left, besides a few machines, stock & a smidgeon of good-will. I did not fall under Teabag's dominance, as I don't do abusers at all well. When I decided not to continue towards purchase of SAXO, Teabag began to change.

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## Dave A

Reminds me of an observation I once read somewhere -

The true measure of a person's character is the way they treat the people that aren't important to them.

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desA (10-Jul-14)

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## desA

^ Excellent point, Dave.

This should have been my first wake-up call. I chose to overlook it & convinced myself that Teabag the Welder had a good side that would presumably dominate future business dealings. I weighted heavily the good side & almost discounted the bad side.

Have been reading an interesting series of books by Nassim Nicholas Taleb, author of The Black Swan (Fooled by Randomness, Antigragile). Taleb makes the point that true nature correlates more closely to a person's negative behaviour.

In other words, *I should have weighted Teabag's negative behaviour more heavily & his good behaviour lightly*. In the end, this view would have definitely approximated Teabag's true nature.

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## Justloadit

I have become aware of this double personality a few years back, and now use this in my decision making. It is quite amazing to find the number of double personality people in your day to day trading.

One very important point that comes across as a loud ring, is the manner in which the person you are dealing with handles his staff when something goes wrong with a product/delivery/repair what ever. If he shouts at his staff upon realization of the error in your presence, then it tells you his character, that he has no respect for anyone, and is being polite with you simply because his hands are inside your pocket, relieving you of your cash, and basically blames everyone else on the planet for his short coming. Let you come back and make a complaint about the product, and you will see the true character come out, the Jekyll in Mr Hide (Pun Intended).

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desA (10-Jul-14)

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## desA

^ A very interesting post, Justloadit - very astute & bang on the money!

I remember the occasion with Teabag the Welder where they were bending a finned coil for a refrigeration system. His workshop supervisor, an artisan & labourer were working on the project. It was a very difficult bend & all were trying their utmost best. When Teabag went down to the shop floor from his office, all hell broke loose. His face went beetroot in colour & he began shouting at the top of his lungs. As one point he began pulling the workpiece out of the workmens' hands & became extremely abusive. I was extremely embarrassed & headed out of the factory - assuming he was having a bad day.

This behaviour was repeated on numerous occasions with workshop staff.

Ironically this fellow is on dictaphone as attempting to defraud his insurance company out of R150k. When they declined his application, he went ballistic, shouting at his wife & threatening to go to another company. This incident occurred a few months after NewCo had been formed (more on this later) & scared me to death. This was one of the principle reasons for me beginning to become wary of the relationship.

Interestingly enough, his own son refuses to work with his father (the old bastard - he is called by the lad). Again, I discovered this after NewCo had been formed. There seems to be only so much one can find out during due diligence, it appears.

Lessons learned.

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## Justloadit

I also find that they have 2 personalities, the social one and the business one.

The social one, they seem to be the nicest people on the planet, everyone loves them and wants to be around them, they are also very caring and giving. As business people they are ruthless, and will even take the proverbial sweet from a baby. A wolf dressed in sheep's clothing. The social behavior, is used to line up new victims.

When you warn people about them, they never believe you as they have always interacted in the social circle. When they become a victim they come and tell you about it, but alas too late.

I have also found on occasions, that these people, when they have a bone to pick with you, will go to very great lengths to make your life miserable, even fabricating and using false claims to get the law involved against you.

So the moral of the story is to do your homework before getting involved. Ask questions, speak to staff, speak to clients, and spend plenty of time at the business place if at all possible to learn your next business partner.

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## desA

^ Again, an incredibly astute post. You have the person pegged, absolutely & utterly.

The problem I typically have is that I am inherently trusting, by nature. This last incident has tended to make me rather cynical towards others in the business world.

Was I coached towards destruction - absolutely! Again, major lessons learned from _Teabag the Welder_.

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## desA

Once the end of this expose is reached, I am considering exposing the real names of the actors in this hijacking. This may be profoundly useful to other future potential victims, of this gang.

Will think through the pro's & con's of this, before making a final decision.

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## Dave A

> Once the end of this expose is reached, I am considering exposing the real names of the actors in this hijacking. This may be profoundly useful to other future potential victims, of this gang.
> 
> Will think through the pro's & con's of this, before making a final decision.


That's certainly a BIG decision and I sincerely hope you do give it some *very* careful thought. You may also want to read this thread relating to defamation for some possibly useful insight.

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desA (19-Jul-14)

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## desA

Thanks Dave - your points are well received.

What is incredibly interesting is how business hijackers can actually do anything they feel like, but when the victim begins push-back, then he/she becomes the aggressor - the 'bad' one. My suspicion is that SA Law is not really able to properly understand (too immature) & apportion responsibility & criminality in such 'complex' matters. It is way easier to simply deal with defamation.

This too, is a tactic used by successful business hijackers in SA. It is really a deflection of blame onto other parties, instead of themselves. This too, is the mark of an abuser, oddly-enough.

Other cultures deal with hijacking matters at a very early stage through social mechanisms - generally not requiring involvement of courts. In my view, South Africa perhaps needs to step back a few steps towards tribal laws, where community responsibility is more prominent.

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## desA

Advice to the international business community
My advice to would-be international investors in SA, is that they order their affairs very, very carefully. Many SA operators are simply not trustworthy in terms of partnership, or joint-venture agreements - especially in terms of engineered products. I have observed that many so-called partners will sign an agreement, having already determined how to safely extricate themselves under protection of a devious attorney - taking full advantage of South Africa's poor legal system. Be warned!

The fact that many previous country-to-SA agreements required the SA government to underwrite/protect major investments, have lapsed, with deflection now towards the South African Courts for restitution - presents huge problems for the international party/ies. Again, be most wary! (Case in point - Switzerland-SA).

In terms of technology transfer, my advice would be to treat South Africa in similar vein to say Nigeria. Send only legacy technology, or that which has 'served its time' abroad & is towards the end of its product life cycle. Your IP is almost impossible to protect - even in South Africa. In this sense, it is similar to the rest of Africa - despite promises to the contrary by leading local IP attorneys. Your test in an SA court will generally be protracted & at great expense - with little real guarantee of success. Be warned!

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## Dave A

Des, I think you'll find getting justice can be quite a slog in near *all* countries that submit to the principles of "justice through courts of law" and "innocent until proven guilty". And the difficulties that are posed are not without good reason - it's to protect the innocent that are falsely accused from suffering injustice.

It's all too easy to encourage swift social justice when you feel you are wronged and you are confident you have the right people in your sights. But that same principle doesn't work well at all when somebody stands falsely accused. To my mind this means promoting the principle is... not particularly advisable.

I have to agree with you though in terms of pointing out the benefits of a "prevention is better than cure" mindset. Of course, sometimes you just can't see the problem coming.
(Which is probably why experience is such a valuable asset).

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Greig Whitton (19-Jul-14)

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## Greig Whitton

> My advice to would-be international investors in SA, is that they order their affairs very, very carefully. Many SA operators are simply not trustworthy in terms of partnership, or joint-venture agreements - especially in terms of engineered products. I have observed that many so-called partners will sign an agreement, having already determined how to safely extricate themselves under protection of a devious attorney - taking full advantage of South Africa's poor legal system. Be warned!


On the off chance that any prospective international investors do read this thread, please consider desA's opinion in the context of his personal legal battles and subsequent disillusionment with South Africa's legal system. There are many trustworthy South African entrepreneurs and business partners who would welcome your interest in our country. Obviously there is also a corrupt, criminal element - as there is in any country - and a thorough due diligence should be conducted as normal.




> Your IP is almost impossible to protect - even in South Africa.


This is factually incorrect as evident from publicly available court judgments.  




> Your test in an SA court will generally be protracted & at great expense - with little real guarantee of success.


Institutional justice is rarely quick, inexpensive, and guaranteed. South Africa is not unique in this respect.

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## Greig Whitton

> Des, I think you'll find getting justice can be quite a slog in near *all* countries that submit to the principles of "justice through courts of law" and "innocent until proven guilty". And the difficulties that are posed are not without good reason - it's to protect the innocent that are falsely accused from suffering injustice.
> 
> It's all too easy to encourage swift social justice when you feel you are wronged and you are confident you have the right people in your sights. But that same principle doesn't work well at all when somebody stands falsely accused.


Amen.

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## desA

DaveA & Greg, your comments are welcomed. I have to respectfully disagree with many of your views. Respectfully - much of this probably stems from spending most of your business life in South Africa. A dose of local myopia, denial & wishful thinking, perhaps? This is to be understood. It is normal.

I'd suggest perhaps reviewing international norms - perhaps even extended periods of time abroad. It is only when you live in other countries for a period of time, & understand their norms, that the true situation on the ground, in South Africa, becomes clear.

The South Africa most of us understood when we grew up, no longer exists. We grew up in an emerging society, where many norms were still being established. Things are now different! When you have senior Advocates & Attorneys relaying anecdotal evidence of functional anarchy within the Criminal & Civil Court System itself, then you may want to re-think. SA is now well & truly - Africa, make no bones about it.

The learning curve I went through in SA during 2013/2014 was astounding & something I'm absolutely sure no foreign national/company would want to go through. Before these events, I had lived abroad for a long period & had travelled through some 30+ countries, over the years. In essence, I had returned to take care of family matters - with a mentality more akin to that of a foreign national. As the story unfolds further, the die-hard SA supporters will have to question their local world view.

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## Dave A

Des, you know what? I'm so happy in my own little world right now, I'm more than comfortable with letting your last post slide as a by-product of your bad experience.




> The learning curve I went through in SA during 2013/2014 was astounding & something I'm absolutely sure no foreign national/company would want to go through.


So my apologies for interrupting your flow of thoughts. Quite clearly this is something you need to get off your chest. And I suspect the sooner the better.

Please continue your story.

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## Greig Whitton

> Respectfully - much of this probably stems from spending most of your business life in South Africa. A dose of local myopia, denial & wishful thinking, perhaps?


Your arrogant assumptions are neither respectful nor accurate.

Perhaps we could get back to your business hijacking experience and cease the purposeful discouragement of foreign investment? We're 12 pages into this thread and I've yet to learn how the hijacking occurred and how you have attempted to resolve it.

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## desA

Seem to have touched a few raw nerves, I see - often the concepts are jarring. The SA mindset can be rather different - we are a by-product of our environment - norms, value-system, tolerance, aggressiveness etc.

Folks, be aware that the SA many of us knew, is not really what we thought, despite how much we would like to think so. Many of us grew up either around the early stages of bent Verwoerd's ideologies, or in its aftermath. We saw systems emerging around us, & in many ways approximated a first world system. Right on our own doorstep was a third-world system, with its own set of norms & rules (often different to 'ours'). This system has essentially overtaken the first-world system we had - a reality of Africa.

The problem is that the business hijackers in SA, take full advantage of this difficulty - chinks in the legal armour. Allowing for this change in future business plans - coupled with careful business structures - pre start-up, is vitally important. A war-chest needs to be allocated well ahead of time, for defense of member's/owners interests. I have tested this notion with attorneys & advocates.

Some of my thoughts stem from a review of the experiences I went through. If they don't resonate, please ignore them. Perhaps they don't warrant a fierce defense, or angry response. Different minds see the world in different ways - thus leading to a rich tapestry. Difference is good!

Will proceed with the rest of the story, going forwards.

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## flaker

Quote:  "Folks, be aware that the SA many of us knew, is not really what we thought, despite how much we would like to think so. Many of us grew up either around the early stages of bent Verwoerd's ideologies, or in its aftermath. We saw systems emerging around us, & in many ways approximated a first world system" desA



That, yes that  was what was wrong.  that is what bred what we experience now. Colonisation. Screwed up the whole of Africa.Some of us still choose to do business here in S.A. and live reasonably well, within its constraints

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desA (22-Jul-14)

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## desA

^ Fair-enough comment, flaker.

For me, personally, the most frightening part of the whole sad affair has been the blatant abuse & gaming of what remains of the SA criminal & legal system. Were adequate, or certainly more robust systems in place, SA would stand a better chance of making the cultural & ideological conversion into the African paradigm.

Sidebar:
The interesting thing I find about crossing international borders into SE Asia is that many officials are surprised to see a light-green South African - I kid you not. _Everyone knows_ that SA has dark-green people. It generally ends up in a history lesson about SA's present demographics.

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## desA

(cont).

Topics to follow:
- NuCo concept/structure/focus
- Relationship between NuCo & G&B
- Agreement for transfer of TransX IP, brand/trademark from G&B to NuCo
- Signing of Distribution Agreement between NuCo & G&B
- Internal arrangements within NuCo - member structure
- Trading begins for NuCo
- Questions arise wrt NuCo Trading Turnover after 4 months
- Financial fraud within NuCo
- G&B Distribution Agreement forgery - in conjunction with SAXO
- Impasse
- The hijack fleecer enters
- Pressure builds on both sides
- Hijack is effected - method/fraud/stand-off
- SAPS fraud case for R3 million lodged - case in progress
- Hijackers attempt to bully desA to sign out of NuCo - abusing court 'backing' - commit R12 million fraud in process
- SARS complaint - online & in person
- CIPC - lodgement of hijacking matter
- CIPC - interesting outcomes
- Trademark blocks - hijackers will have future difficulties disposing/owning
- The SA civil legal system - kissing cousins & incestuous relationships
-  ...
- Further review points right up to present.

To foreign viewers of this thread - Be very, very careful when attempting to do business in South Africa. Invest/spend what you would be prepared to lose in a casino - enjoy the thrill of win-or-lose, with the _house_ stacked against you.

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## pmbguy

You are on a South African business forum saying that SA businesses are a bunch of crooks. You go one further and discourage investors from abroad. You claim your thread is about helping people...I say you are doing much more harm than good.

I have never seen such well written nonsense before. You think that your experience is a microcosm of all business in SA...your'e delusional

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desA (28-Jul-14), Greig Whitton (27-Jul-14)

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## Greig Whitton

> You are on a South African business forum saying that SA businesses are a bunch of crooks. You go one further and discourage investors from abroad. You claim your thread is about helping people...I say you are doing much more harm than good.


Amen.

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desA (28-Jul-14)

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## desA

> You claim your thread is about helping people...


I'm sure, that once the thread is completed, a few folks (local & international) will have learned a few lessons from a combination of my own mistakes & a business scenario which actively supports unscrupulous business practices. SA always did have a fairly rough-&-tough business environment, but things have definitely become worse as the legal systems have degraded.

A fair amount of difficulty can be attributed to a cowboy/pioneering attitude, operating within an ever-changing socio-economic climate, with degrading legal protection mechanisms.

I grew up understanding that a person's word was their bond. An agreement was honoured & upheld. It is no longer like this in SA, I'm sad to say. In many ways, my trusting attitude & faith in human nature, led to me downfall in SA. Ironically, my wife, who is a foreign national, was a lot less trusting in the early stages & in fact pegged the fraud/hijack fairly early. In the end, she was spot on.

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## Dave A

> For me, personally, the most frightening part of the whole sad affair has been the blatant abuse & gaming of what remains of the SA criminal & legal system. Were adequate, or certainly more robust systems in place, SA would stand a better chance of making the cultural & ideological conversion into the African paradigm.


Based on what you have given so far in terms of *actual information* (as opposed to *opinion*), the most disturbing thing I've seen so far is that you missed at least one pretty strong signal that the people you were dealing with weren't trustworthy.

You're now also piling on the evidence that your opinion is less than reliable too.

We're sympathetic.
We're interested.
If there are lessons to be learned, we want to learn them.

But we're not naïve.
And based on some of the messages I'm receiving, it's clear there's a limit to our patience in respect of your self-indulgent opining which you are testing sorely.

So Des, please stop wallowing in your misery and get on with the story. At the moment I'm losing my faith in the objectivity of your opinions, and it would seem some other members are also losing their patience.

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Greig Whitton (28-Jul-14)

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## desA

Alright, Dave, I do see your point. Let's leave it at that then. Wouldn't want to rock any further boats, or waste more of my own time. Thank you for your patience, thus far. Aplogies for any difficulties caused thus far.

The rest of the tale would have covered systemic failures within the SA business system to protect minority shareholders, & instead, allow total & utter disregard for company law. I suspect that these may generate further difficulties. Sometimes it is better to be happy with what we believe to be real & true - even if total fiction. Life then goes blissfully forwards.   :Smile: 

The tale will be repeated, by AN Other, further on down the line - I predict. 

Would you be so kind as to now close this thread? Many thanks.   :Smile:

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## Dave A

> Would you be so kind as to now close this thread? Many thanks.


Right - like that's going to help solve anything  :Stick Out Tongue: 

You've had a problem. This is your opportunity to be part of the solution.
Go on, Des. Finish what you started. 

Finish the story.

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## CLIVE-TRIANGLE

Agree with Dave wholeheartedly!

I do not necessarily share desA's opinions, but I have seen some situations, and assisted some clients in them, where it is difficult _not_ to come away with any view other than desA's.

That said, I would dearly like to know the nitty gritty of what happened, what avenues did not work, and which did work.

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## desA

I've had a re-think about this thread & agree with Clive, in that the experiences - both good & bad - can be useful for our business community.

We've had progress on the case & things seem to once again be moving forwards. It had ended as _sine die_ in June 2014, but, by various means we have precipitated action - now due in court in around 2 month's time. The hijackers' mere stand-off position is of no interest to me - I require action - any action is better than no action. Stand-off allows them to accumulate more from their hijacking, although it does prevent them from ever selling off their present company, as it is involved in a court matter. Double-edged sword.

The present position is that the hijackers still sit with the business they stole & all of its proceeds, since inception. They continue with blatant use of a brand name they do not own, nor have legal right to use. Whenever persons either directly, or indirectly affected by the matter communicate, the hijackers activate their fleecer to cut off all avenues of communication - this time via my legal team, raising concerns that it will prejudice the case. This is their ongoing tactic.

I've been mulling over the following approach & when to take action relative to the High Court Case in progress:
1.  Asking the Public Protector to have a look at the matter - in its entirety.
2.  Lodging a case with the Law Society to have the hijackers' fleecer disbarred (the Law Society have been pressing me for an affidavit).

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## desA

The difficulty comes when the hijackers attempt to sell off their 'mother' business. The selling price - if a sale can indeed be realised - will be greatly affected by the outcome of the court case & its end timing. 

The particular industry segment involved is a fairly small & incestuous, collusive group - who generally know each others' business. Providing 'cover quotes' is considered normal business practice. Potential business buyers would generally come from the present community, or fraternal gathering. 

So, in effect, the hijackers have placed an end time-frame on themselves. It is common knowledge that this bunch are looking to sell off & retire in the not-too-distant future.

In my case, emotion has now been removed from the matter & I'm treating it as a game of chess. Let's see how it plays out.

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## Dave A

> In my case, emotion has now been removed from the matter & I'm treating it as a game of chess.


Really great to hear that, Des.

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## desA

Thanks, Dave. What I decided to do (as you rightly advised) was to sit down & work though the matter in my head-space. I'll review a little of the process below, as it may assist others who are faced by the trauma of events like this.

*Matter at hand*
1.  *Heat-transfer is my stock-in-trade*
With the hijacking, I had been actively precluded from being able to make a living in the heat-transfer business, due to the incestuous relationships in the SA industry. This was a fact-of-life. Any time I went too close to what the hijackers perceived to be 'their friends', their fleecer would have a go at me. In the end, I was being pushed out of an industry where I'd been active for some 25 years. In other words, it was more than just the hijacking of the business - it was the hijacking of a large part of my career.

This brought with it a number of things: Loss of income (business & consulting); severe trauma & stress; onset of depression (which I fought & didn't let it win); friends feeling 'sorry' for me; my wife undergoing immense stress as finances became tougher.

2.   *SA criminal & civil legal systems*
As outlined in earlier posts, justice in SA nowadays, is going the way of the golden unicorn & leprechauns. The process I underwent had me repeating my story some 15-20 times - to different people, ranging from attorneys, advocates, senior public prosecutors, SA's leading prosecutor. Each time the story is told, is is relived. It is like being raped some 15-20 times. It is not a nice experience. In the end, the sense of utter helplessness & frustration with the gross inequity of the whole matter, is sad. Throw R1 million at the case & life is definitely very different.

3.  *SA business registration & governance systems*
CIPRO, CIPC. These are sadly, a joke, when it comes to investigation of reports of malpractice, or enforcement thereof. They are more interested in ensuring that they have received their annual fees than anything else. 

4.  *SARS*
As per (3) - oddly-enough. Even when sufficient proof of major irregularities is presented. One gets the impression their system is overwhelmed.

5.  *Attorneys & Advocates, in SA, have a promiscuous relationship*
An interesting thing I learned about attorneys & advocates is that advocates act as consultants to attorneys - they are the prize fighters, while the attorneys are the corner-men/assistants. This means that an advocate may have a relationship with many attorneys. Imagine now, evidence is shown of the attorney (the fleecer's one in this case), having committed clear fraud. So much so that four other legal minds ranging from attorneys, advocate, silk - actively suggest that a case be opened against this fleecer at the Law Society. So - question - *Is there a clear ethical distance between your advocate & the opposing fleecer?*

6.  *Hijackers actively wanting to sell off*
The hijackers are actively trying to sell off their own mother operation, as well as their ill-gotten gains. Their potential market for the sale is very limited. Their potential buyers have gained wind of the ill-gotten part of the sale. In fact, one of their potential buyers, that they've been coaching towards purchase, works for their opposition. He knows the brand name he's after is not available unless I come to the party. I have no intention of ever coming to their party! Time has a way of working towards an end game. (Germany invades Russia - until - winter advances). The hijackers are engineering their own demise, I suspect.

*My response*
I have put myself in a mental helicopter & hover over the scene - on advice from a wise, kind Swedish colleague. This has allowed me to see things in greater perspective. I have re-ordered the game in such a way that the technology is now actively moving in another space, where the hijackers cannot easily move. The technology is now advancing rapidly in such a way that it is likely to begin undercutting the hijackers & their allies, within the next few months. So *short term loss, for long-term gain*.

In other words, I have taken command of my head-space, thoughts & logic. What happens in the SA sphere is now treated with mild interest only - it no longer drives my response/s.

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Chrisjan B (29-Aug-14), Dave A (29-Aug-14), flaker (30-Aug-14), IanF (29-Aug-14)

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## Justloadit

I have been involved in a similar situation. No one can imagine the traumatic experience of following this up to the point of reaching court. Unfortunately you have to experience the first one, to be able to learn to deal with disruptive and chaos that it brings. Once you can remove the emotional attachment then it is far easier to make the right decisions, which are then business related, as opposed to emotion related.

Removing the emotional attachment, simply makes the handling of the situation clearer and far easier to deal with. Another important point, you must still learn to be able to meet these people face to face and continue doing business.

In my case, I still do business with the original parties involved, and it simply shows you that at the end of the day, business is about making a profit, irrespective with who you deal with, and as long as it is legal.

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desA (29-Aug-14)

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## Greig Whitton

Apologies for resurrecting a dead thread, but I thought that this recent High Court judgment might be of interest. It proves conclusively that our justice system can and does work with respect to thwarting business hijackers and helping legitimate owners protect their interests.

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Andromeda (13-Jul-16), Dave A (15-Jul-16)

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