Paper trails , Badenoch v Staunton (or vice versa)

Paper trails ---the key to many things.

I was just about to push the note below onto LinkedIn the other day when , as always, Post Office Scandal, the black hole of Common Sense, intervened. 

 What my notes, below can't deal with is the result of a phone meeting where (i) civil servants,  representing the Secretary of State for Business and Trade  and, (ii)Henry Staunton,  the ex-chairman of the Post Office ( recently removed by said Secretary of State) apparently attended , but each side seems has a different record/recollection of what was said.

"Staunton was appointed chair of Post Office Limited in December 2022 but removed in January 2024 following a disagreement with the Business Secretary Kemi Badenoch, as the government sought to strengthen governance at the state-owned company in the wake of the long-running Horizon IT scandal.  The Guardian, quoting an interview Staunton gave to The Sunday Times, reported that he had stated that he had been asked by a senior civil service official shortly after his appointment to slow the payout of payments to affected sub-postmasters so that the government could "limp into the next election”.

Ms Badenoch, in a lengthy post on X, said the comments were a "disgraceful misrepresentation of my conversation with him and the reasons for his dismissal". She added: "Henry Staunton had a lack of grip getting justice for postmasters. The serious concerns over his conduct were the reasons I asked him to step down. "That he chose to run to the media with made up anecdotes and a series of falsehoods, confirms I made the correct decision. She said her call with Mr Staunton "was with officials" who took a "complete record". "He has given an interview full of lies about our conversation during his dismissal."

In the House of Commons yesterday she continued querying his account of the call. He, in turn, is apparently still repeating the same points about its contents OUCH – OUCH. 

So it’s worth reading this note – if perhaps you weren’t going to do so.

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 Here is the note , maybe follow the guidance suggested below.

I gave a talk to a group of owner / managers of companies involved in the fashion sector. The talk was entitled “some tips for start-ups and growing companies“, but I think it has a much wider applicability, to companies big and small, individuals , charities and other organisations--  so, slightly amended, here is the first section…

 “If you take only one piece of legal and common sense (and common sense often, but not always, goes a long way) advice from my talk it is this. Each time you agree to do, or agree not to do something, make a note / keep a record. If you agree to buy, sell, rent, hire, fire, enter into any sort of arrangement, change or cancel an arrangement, write it down. So easy to say and do, but so many of us don't. Why am I suggesting this? Because a very large number of legal problems which might well cost you a lot in time / money and aggravation could so easily be avoided if you do as I suggest. It is sometimes even the case that while you and I think we have done a deal, what we have actually done is agreed entirely different things; yet each of us thinks we know, quite clearly, what we have “agreed”.

 There are so many examples of why you should make notes/keep a record. I could spend the rest of the session discussing them; here are three for you to think about-- all true. Company X lent Company Y £1 million, but there were no documents evidencing the loan, none.  So, nothing was written down regarding the arrangements for the loan, except how much interest is payable (but not when). What is the other big gap? When is the loan itself to be re-paid-- over a reasonable period, or on demand? There are a whole range of other matters which common sense, as well as the law, suggests the parties might have wanted to record.

 Next one. A and B each owned half of the shares in a very small start-up company which was involved in manufacturing in the fashion industry. They fell out big time, they each wanted the name of the brand (which ultimately turned out to be pretty valuable). At that very early stage however, the “value" of the company, excluding the brand name, was less than £10,000. There was nothing to show who should take the name as well as what they should do, if they fell out. In the end after about six months of fruitless argument between the two of them, the matter went to mediation and the mediator was so annoyed with the pettiness of the dispute, he wouldn't leave until they had done a deal.

 At the other extreme it seems to me the court case between two billionaires , partly turned, in very simple terms, on whether one had agreed to pay the other for structuring and assisting him in various business arrangements. However, with no written documents, apparently, it was hard to prove. It all turned on oral agreements, and the judge made it clear that she believed the evidence of Mr A rather than that of Mr B. In that case the legal bill was said to be well over £50 million. I note that the two sides used a combined total of 15 barristers to guide them

 So, scribble a note, put something down on your iPad or phone, or if it is really important get someone to prepare a simple agreement. If time is too short to do so, write something down yourself and ask someone else to look at it for you. If possible, get some sort of acknowledgement from the other party as to what you have agreed.   Remember as well that an exchange of e-mails can, in certain circumstances create a binding contract. As I was told by a very experienced litigating solicitor, if it comes down to evidence at a trial, then all other things being equal (and I understand they aren’t always) the judge may well be likely to believe the person who made as near contemporaneous notes of what was agreed or discussed, than believe  someone relying on memory only.”

[I wonder whether the case Staunton v Badenoch etc ( or vice versa) , is on the "Horizon”.]