Share Transfers Agreed/Cooling off period

[Alan62]

For the first time in a very long time, I took a look at a thread on Kickback. Fascinating stuff. Pretty much confirmed what my Jambo friends and relatives have been saying to a man (and woman) for quite some time: 'all is good, soon they'll be debt free and roaring back as a force to be reckoned with in Scottish Football.' There's no remorse. No acceptance that any financial doping ever went on. 1-5 is fair and square. We are, after all, inbred, toothless, peg-sellers who will always live in their shadow.

Worryingly, I've also discovered that our club is in financial turmoil and that each and every one of us has been led astray by Rod Petrie for many years with his delusional insistence on running the club within its means.

So please, let's have no more nonsense over here about frozen shares, crumbling stands, fraudulent share issues, unworkable crowdfunding or any other silly nonsense. All is, indeed, barry - or at least, thanks to 'The Queen of Hearts', it will be very soon ...

[GreenLake]

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In the interests of balance and to give yon budgie woman her due she is trying to make it clear she doesn't have all the answers and that it will possibly be end of April before something happens (althogh even she can't get bring herself to the point she has to spell out the shares are frozen ,in limbo ,not certain to be transferred to bidco or whoever they need to go to ) However that's because she is telling all those 55,000 yams on there data base that they need to join up and pay direct debits for the next two years at least on top of buying season ticket and fundraising in there spare time to possibly in five years time have fan ownership whatever that means in practice . She then tells them she can't do this by herself ( cue begging bowl yet again )
the fact they cant read between the lines when even thier Saviour is spelling it out for them says it all .They truly deserve everything that's coming to them .

.ps has Bryan Jackson been allowed to leave Lithuania or have they detained him for his part in continuing to defraud creditors to allow the Foundation of Hearts aka Ann Budge to put her plan to get the club and Assetts on the cheap .

He might be in some upmarket Kaunus spa with some little therapist walking on his back while he waits for news from the Lith administrators. All on the jambo tab like and no need to hurry home.

[Phil D. Rolls]

Anybody know what a memorandum of understanding is? It's got me stumped.

[HibeesLA]

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Anybody know what a memorandum of understanding is? It's got me stumped.

No idea, but if it's a Hearts memorandum, it's likely to cost £1m and fill an entire room full of boxes.

[H18sry]

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Anybody know what a memorandum of understanding is? It's got me stumped.

It was mentioned earlier in this thread, but it is not a legal document.

[The Falcon]

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Oh dear - the 'Ostrich-Approach' is popular over there -

'It's true that we haven't crossed the finishing line yet, but it seems we are well on the way, and its just a matter of time. All of these administration events tend to drag out. Our situation being a bit longer in being resolved, due to the unique circumstances involved.


'Unique' as in FROZEN SHARES and running out of money next month.

Its not "unique circumstances" though. The situation is predominantly the same as the one Portsmouth found themselves in and they ended up liquidated. It has been suggested that the only reason Hearts have not been liquidated is due to the different, and harsher, punishments in Scotland as opposed to the limited sanctions imposed on Portsmouth.

It would appear that the pro Yam media message is now in full flow telling everyone that cares to listen that all is barry in an attempt to surreptitiously put pressure on the Lithuanians whilst showing no contrition for their thievery. The Lithuanian courts were always the going to be the hardest obstacle and, given the precedent of Portsmouth, appears to be insurmountable. And those that matter know it.

[The Harp Awakes]

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Anybody know what a memorandum of understanding is? It's got me stumped.

It's a stated intention between parties to do something and is not legally enforceable. In the case of Hearts and UBIG the key missing element is the transfer price of the shares.

[Kato]

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Anybody know what a memorandum of understanding is? It's got me stumped.

A small piece of paper hanging around yearning to be rubber stamped?

[Joy Zipper]

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I think it was something to do with these farm animals that started to dress up in Pringle jumpers and leave messages for each other behind the bar of this hotel.

Some of the smaller animals started to suspect the bigger animals were no better than the humans that used to run their club.

One day they were expecting to be taken for a day out on a coach. Instead, this van turned up with "Abbatoir" written on the side. When they said that they weren't expecting to go to Tynecastle this week, because there was a game at Hampden, it all got a bit tetchy.

Finally, one of the bigger animals said, "I don't know what you are talking about, you'll have to take it up with Stevie (or Jimmy, or Bobby, eh, aye Bobby). He's in here most nights".

Then the dogs ate them to bits.

Very good FR !

[Weststandwanab]

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Anybody know what a memorandum of understanding is? It's got me stumped.

A document with no legal standing and, in this instance, almost certainly pointless.

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Its not "unique circumstances" though. The situation is predominantly the same as the one Portsmouth found themselves in and they ended up liquidated. It has been suggested that the only reason Hearts have not been liquidated is due to the different, and harsher, punishments in Scotland as opposed to the limited sanctions imposed on Portsmouth.

It would appear that the pro Yam media message is now in full flow telling everyone that cares to listen that all is barry in an attempt to surreptitiously put pressure on the Lithuanians whilst showing no contrition for their thievery. The Lithuanian courts were always the going to be the hardest obstacle and, given the precedent of Portsmouth, appears to be insurmountable. And those that matter know it.

Spot on.

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A small piece of paper hanging around yearning to be rubber stamped?

Brilliant.

[Lucius Apuleius]

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It's a stated intention between parties to do something and is not legally enforceable. In the case of Hearts and UBIG the key missing element is the transfer price of the shares.

Try telling Nigerians an MOU has no legal standing. :-).

I have mates who were their company's representative and gave MOUs to various parties then gave the final contract to others still appearing in Nigerian courts 10 years later.

[Bostonhibby]

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Try telling Nigerians an MOU has no legal standing. :-).

I have mates who were their company's representative and gave MOUs to various parties then gave the final contract to others still appearing in Nigerian courts 10 years later.

Indeed, worthless document, I was once advised by a lawyer (a Glasgow one, in a Scottish matter) that he felt we could get a better outcome later but in case it didn't come off we should draw up a MOU on the original terms as a fall back position. When I asked about the "ethics" of this he said it didn't matter the MOU was really just unenforceable record of what the parties may have intended at the time but agreed by their drafting of it that they weren't entering into a contract.

I took separate advice and was advised it would be better to do nothing until an agreement was possible.

[mowgli]

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It was mentioned earlier in this thread, but it is not a legal document.

Not strictly correct. A "MoU" or "Heads of agreement" fall into three categories and dependent on the wording of the arrangement. If it falls into the first category which is "intend to be legally bound" in other words both parties are satisfied there shall be no further changes made then that IS a legally bound document.

[jacomo]

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Not strictly correct. A "MoU" or "Heads of agreement" fall into three categories and dependent on the wording of the arrangement. If it falls into the first category which is "intend to be legally bound" in other words both parties are satisfied there shall be no further changes made then that IS a legally bound document.

Thanks for joining in.

What MoU are we talking about here? What are the terms? Must be the bitterness seething out of my deluded, junkie being but I am a bit lost.

[jacomo]

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In the interests of balance and to give yon budgie woman her due she is trying to make it clear she doesn't have all the answers and that it will possibly be end of April before something happens (althogh even she can't get bring herself to the point she has to spell out the shares are frozen ,in limbo ,not certain to be transferred to bidco or whoever they need to go to ) However that's because she is telling all those 55,000 yams on there data base that they need to join up and pay direct debits for the next two years at least on top of buying season ticket and fundraising in there spare time to possibly in five years time have fan ownership whatever that means in practice . She then tells them she can't do this by herself ( cue begging bowl yet again )
the fact they cant read between the lines when even thier Saviour is spelling it out for them says it all .They truly deserve everything that's coming to them .

On the face of it, Budge has negotiated a good deal here. IF the CVA is successful, she gets to run a football club for a few years, subsidised by the fans, and then gets her money back. Fun and games.

But there's a big turd in the paddling pool, and its name is Tynecastle. Budge says she only intends to be in charge for five years, so is unlikely to want to commit to long-term investment. Is it really likely that they can delay any big decisions on their stadium for that long?

It seems likely that, someday, HMFC will have to leave Tynecastle. Whoever is in charge then can expect serious flak from the supporters... and if it's Budge, she might find that being the boss is not as much fun as she thought.

Of course, it could be that this is the plan all along... maybe she sees an opportunity to make some serious money from the site?

[mowgli]

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Thanks for joining in.

What MoU are we talking about here? What are the terms? Must be the bitterness seething out of my deluded, junkie being but I am a bit lost.

An agreement will usually fall into this category if it is clear that the parties intended it to be binding and the terms are clear and certain enough so as to be legally enforceable. The introduction will also usually seek to clarify that the document is intended to be legally binding.

If your agreement falls into this class then you will be bound by it even if no formal agreement is ever signed, and even if you have called it a MoU.

[PatHead]

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Its not "unique circumstances" though. The situation is predominantly the same as the one Portsmouth found themselves in and they ended up liquidated. It has been suggested that the only reason Hearts have not been liquidated is due to the different, and harsher, punishments in Scotland as opposed to the limited sanctions imposed on Portsmouth.

It would appear that the pro Yam media message is now in full flow telling everyone that cares to listen that all is barry in an attempt to surreptitiously put pressure on the Lithuanians whilst showing no contrition for their thievery. The Lithuanian courts were always the going to be the hardest obstacle and, given the precedent of Portsmouth, appears to be insurmountable. And those that matter know it.

Not so sure that the reason for the media charm offensive. Think it is simply to encourage the gullible to part with their cash.

If they said that it was only a matter of time until L day the DDs would disappear quicker than snow off a dyke.

[JeMeSouviens]

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Of course, it could be that this is the plan all along... maybe she sees an opportunity to make some serious money from the site?

More likely to use the political pressure for a new Yamadamadome as a trojan horse to get other associated (residential?) property development on the green belt. Essentially this is the trick Dodgy Dave Murray is trying to pull out at Hermiston. "Look, here's a shiny new stadium and some allotments, much cheapness ... and only a few thousand new houses alongside!"

[jacomo]

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An agreement will usually fall into this category if it is clear that the parties intended it to be binding and the terms are clear and certain enough so as to be legally enforceable. The introduction will also usually seek to clarify that the document is intended to be legally binding.

If your agreement falls into this class then you will be bound by it even if no formal agreement is ever signed, and even if you have called it a MoU.

Thanks this is very interesting.

However, I was trying to drag us back to the subject of this thread... why are we talking about MoU's? Does BJ have such a piece of paper in his hand? Is he waving it at Lithuanians as we speak?

As I recall, BDO have claimed there is "an agreement" in place for the shares once they become available. Let's take that at face value. It's not the most serious issue right now, is it?

[PatHead]

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An agreement will usually fall into this category if it is clear that the parties intended it to be binding and the terms are clear and certain enough so as to be legally enforceable. The introduction will also usually seek to clarify that the document is intended to be legally binding.

If your agreement falls into this class then you will be bound by it even if no formal agreement is ever signed, and even if you have called it a MoU.

Don't know if you are in the legal profession but every article I have read indicates that it is not legally enforceable. Can you point me in the direction where it says it is and that the Head of Terms that Hearts have entered into is legally enforceable in Lithuania and I will bow to your superior knowledge?

Until then I will carry on in the Sergey/Bajillions/every website that mentions Terms of Agreement camp and await your liquidation with pleasure.

[Glesgahibby]

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Not strictly correct. A "MoU" or "Heads of agreement" fall into three categories and dependent on the wording of the arrangement. If it falls into the first category which is "intend to be legally bound" in other words both parties are satisfied there shall be no further changes made then that IS a legally bound document.

If as you say "intended to be legally bound" is a legally bound document
then why should it not just say"LEGALLY BOUND"without the"INTENDED"bit added?
"INTENDED"in my opinion means "PROPOSED".
I intend to give Kelly brook a good seeing to !and you can take that to the w**k bank

[mowgli]

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Don't know if you are in the legal profession but every article I have read indicates that it is not legally enforceable. Can you point me in the direction where it says it is and that the Head of Terms that Hearts have entered into is legally enforceable in Lithuania and I will bow to your superior knowledge?

Until then I will carry on in the Sergey/Bajillions/every website that mentions Terms of Agreement camp and await your liquidation with pleasure.

Im not, one of my friends is a solicitor I asked him. I have no idea wether Hearts have this version. I was merely pointing out that previous posts were not entirely accurate.

[Liberal Hibby]

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An agreement will usually fall into this category if it is clear that the parties intended it to be binding and the terms are clear and certain enough so as to be legally enforceable. The introduction will also usually seek to clarify that the document is intended to be legally binding.

If your agreement falls into this class then you will be bound by it even if no formal agreement is ever signed, and even if you have called it a MoU.

I'm not sure your last sentence is correct. In my experience (admittedly south of the border) the Heads agreement is much more a process document - yes you'd like to do a deal and like it cover the following elements and will work to achieve them by a set date. If you can't both sides can walk away (but sometimes there may be a penalty clause in the event of failure to sign the legally binding contract). But I'd be very surprised if there was any sort of penalty clause in this case because Hearts can't afford one.

[mowgli]

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If as you say "intended to be legally bound" is a legally bound document
then why should it not just say"LEGALLY BOUND"without the"INTENDED"bit added?
"INTENDED"in my opinion means "PROPOSED".
I intend to give Kelly brook a good seeing to !and you can take that to the w**k bank

I would hazard a guess as perhaps because it is not the final document. Though both parties have agreed there will be no further alterations.The other two categories are the ones where there is option for further change and they have no legal binding.

[PatHead]

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Im not, one of my friends is a solicitor I asked him. I have no idea wether Hearts have this version. I was merely pointing out that previous posts were not entirely accurate.

Think I'll stick with Sergey and Bajillions then as your argument isn't entirely convincing.

[mowgli]

He tells me the correct wording is "Intend to be immediately bound". Not intend to be legally bound as I quoted.

[Tynie01011973]

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I would hazard a guess as perhaps because it is not the final document. Though both parties have agreed there will be no further alterations.The other two categories are the ones where there is option for further change and they have no legal binding.

Why do you think UKIO/UBIG Admins would enter into the 'legally binding' version of an MoU, when they have both made it clear that they cannot provide the required shareholding until AFTER there has been a meeting of their Creditors ?

[mowgli]

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Why do you think UKIO/UBIG Admins would enter into the 'legally binding' version of an MoU, when they have both made it clear that they cannot provide the required shareholding until AFTER there has been a meeting of their Creditors ?

I never said they had. I was merely pointing out that everyone that said a MoU wasn't legally binding were not entirely correct. That was all.

[Sergey]

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I would hazard a guess as perhaps because it is not the final document. Though both parties have agreed there will be no further alterations.The other two categories are the ones where there is option for further change and they have no legal binding.

Where legal matters are concerned (or any for that matter) it's best to have things cast in stone before engaging mouth.

It matters not a jot what current agreement is in place between BDO and the UBIG administrators. The final say-so is with the UBIG creditors. If they reject it, then it doesn't matter what the wording of the document says.

If the shares do become available (unfrozen) they will then be transferred to the Ukio administrator and their creditors committee will decide if they become available.

Given the fact that neither even have a creditors committee in place and 30 days notice has to be given prior to an initial meeting taking place, that MoU is as good as worthless.

[mowgli]

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Where legal matters are concerned (or any for that matter) it's best to have things cast in stone before engaging mouth.

It matters not a jot what current agreement is in place between BDO and the UBIG administrators. The final say-so is with the UBIG creditors. If they reject it, then it doesn't matter what the wording of the document says.

If the shares do become available (unfrozen) they will then be transferred to the Ukio administrator and their creditors committee will decide if they become available.

Given the fact that neither even have a creditors committee in place and 30 days notice has to be given prior to an initial meeting taking place, that MoU is as good as worthless.

I wouldn't really agree with worthless as it would protect the agreed price rather than try upping it all of a sudden.