375+ # 0384

The short answer (believe it or not *all* my posts are the short answer) is that the outcome of the contractual arbitration between Ford and Gardner is irrelevant to the enforceability of the HoA. (I am attaching a copy. I did this with my last post but somewhere between the uploading and the posting the FChat software ate my images.) This includes a finding in arbitration that Gardner's ownership interest in #0384 is -0-. Remember, by signing the HoA, Ford agreed that "All clams and counterclaims between BC and OC whether already asserted or not, are hereby waived and permanently extinguished. . . ." The HoA defined the future performance of the parties without reference to the real-world facts of their claims to ownership. It did not make Gardner's rights (and duties) under the HoA contingent on some future adjudication of the existence of an ownership interest on his part.

However, one gaping hole in the HoA is that it does not provide for the division of the OC's 50% share of the auction proceeds. This is unusual, for a settlement agreement and release ("SAR") not to dispose of all possible disputes between the parties. But the HoA did not address this issue. I take it to be the role of the arbitration to adjudicate this issue, at least as between Ford and Gardner. I assume there is a possibility of greater than zero that Joe Ford could prevail in the arbitration. This is a point I would like to make, that pointing out weaknesses in Joe Ford's contentions does not mean that he does not still have a path to victory. Based on Bonhams' actions -- whom I do not take to be fools -- I tend to doubt that he or Kristi Lawson continue to have any viable claim to ownership. The only thing we know for sure is that all will be revealed in the fullness of time. But I take it that there is a greater than zero possibility that Joe Ford could still run the table.

One more thing we do not know is, does the arbitration have jurisdiction to adjudicate Kristi Lawson's ownership share. Generally a person is not bound to the results of litigation in which they did not participate. But there could be an exception, in the case of a non-party who extended the agency to act on her behalf to a person who is a party to the litigation. This is another area for legal research. It would certainly be an inconsistent result for the Ford-Gardner arbitrators to rule that Ford has no interest in #0384, e.g., because Lawson transferred all her interests to Gardner, using Ford as her agent, and then have the court in a Lawson-Gardner proceeding rule that this did not occur, or that Lawson did not transfer 100% of her interest to Gardner. In fact Ford could have objected to the order to arbitrate on this ground. Either he waived that ground or it he asserted it and Judge Martin overruled him.

Oh boy I'm rambling again. It's easy to do in this matter. My purpose is to try to show the other readers how legal reasoning works, not to speculate on things I don't know about or that depend on future litigation activity. One thing I know that doesn't work is wishful thinking. I've tried it many times, as recently as two weeks ago, and it never works.

That reminds me of one more zinger I thought of, and that is that Joe Ford, bless his heart, does not share with us everything he knows. Most recently he's mentioned a Florence Swaters affadavit, but has not shared a copy with us. He did not mention the Bonhams v. Lawson and Ford writ. This is noteworthy because it shows how parties to a litigation will withhold as much as they can of true facts which are unfavorable to them. They have every right to do so. This is how the game is played. Yet Joe Ford evidently intends to try to negate the HoA on the ground that one of the other parties withheld something from him, prior to his execution of the HoA. It is as if the parties to a SAR have duty to disclose to each other every fact that the other parties do not know about, and which show the weakness -- including a fatal weakness -- of the disclosing party's case. No no no, this is not how it's done.
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From page 12 of the Max Vito transcript of the December 16, 2013 hearing, in which Joe Ford's attorney asks Judge Martin to deny Gardner's motion, in which Gardner was asking Judge Martin to write a new Ohio title to #0384:

"THE COURT: Is it your client's position that Bonhams, at this point anyway, has the exclusive right to transfer this vehicle, sell the vehicle, handle all the stuff and resolve any title issues if they exist?
MR. RINEAR: Yes.

This is just what I have been writing! Ford's attorney tells Judge Martin, "No, Judge, you can't modify the Ohio title. Under the HoA only Bonhams can do that!" Another reason why Joe Ford needs to negate the HoA from top to bottom. Not only does its plain language delegate to Bonhams the unilateral authority to rewrite the Ohio title, or feed it into the shredder if it prefers, Ford has adopted this construction as his own, in an effort to advance his own interests. Once you do that, you own it.

Also take note that this admission occurred in December 2013, three months after the September 2013 Goodwood Festival.

 

So Bill

If I understand it correctly, from what you write, and you do get to the nitty gritty without all the other distractions, the only possible dispute Ford could have with the sale taking place is the original Sept 2013 sale date mentioned in the HOA.

In your opinion, for whatever reason that didn't happen, would that invalidate the HOA and therefore the eventual sale as Ford contends?

If that is not relevant (and presumably that will be decided in UK by whoever brings it to court) then the rest of it is just an argument about how 50% of the OC proceeds are split.

If it IS relevant, this could run for years till the lawyers have spent all the proceeds and there is none left. And we on FChat will be bored to tears.

But if not, then the buyer can surely have title.

The Zanotti payment is a bit bizarre, and no doubt the OC will enter into litigation with Bonhams who might well have to refund some.

The rest of it is just a rather boring argument within OC as to who gets what.

Do I read that right?

 

Bill

I think you just answered one of the questions in my post.

F

 

all that should mean that Bonhams has the authority to act as an agent to facilitate a proper sale and convey proper documents as presented to them as in normal course of business... NOT to be construed as having authority to act as a court in a legal system would in determining legal issues of ownership... a court cannot subordinate its' jurisdiction to another entity... an authority like that would undermine any legal system

 

We will agree to disagree, cheesey. Your construction of the HoA also disagrees with Joe Ford's post-September 2013 construction: that, until Bonhams has decided what words to include in the Ohio title, Judge Martin has no jurisdiction to do so. I was having this rather silly thought already, that Joe Ford might consider dismissing his appeal of Judge Nadel's order to dismiss the Swaters v. Lawson and Ford case. This is because, as you point out, Bonhams has no power to cause the BMV to issue a new Ohio title. Bonhams' power is to decide what words will go on that title. Judge Nadel -- or another Hamilton County judge -- will have to issue an order to the BMV to put Bonhams' words on the title and issue it. If the Swaters v. Lawson and Ford case remains dismissed -- i.e., if Ford's appeal of the dismissal is dismissed -- it might be tricky to persuade Judge Nadel that he retains some kind of residual jurisdiction sufficient to issue that order. Just a thought. Really getting in the weeds now.

 

there is ongoing litigation in Ohio that can affect as to who are the true and correct grantors of signitures to documents being litigated in the London. Documents have been created and signed by entities which may be not be qualified by authority and / or others omitted by design.

 

I also went back to my post of October 28 and found this:

"In any event, Ford and Lawson made it impossible for Bonhams to perform the contemplated auction sale in September 2013. Now it becomes a question of construction of contract, what do we do next? What did the parties intend to happen, when they signed the HoA in March 2013, if it was not possible for Bonhams to hold an auction six months later, in September 2013. It is a quirk of the law that the construction of a contract is within the sole jurisdiction of the trial judge. . . . Joe Ford says the parties intended to go back to the status quo prior to the HoA, back to a state of affairs where each party resumed litigation in support of his or her version of the truth, and to take on, again, all the time and expense and risk that this would entail. To my mind that contention is absurd. Rather, it is not in dispute that the parties, in March 2013, wanted above all else to liquidate their property and their claims and to get on with their lives!"

In other words, even if Joe Ford had not admitted in court in December 2013 that the HoA continued to be in effect subsequent to the non-occurrence of a September 2013 auction, it is my speculation that most judges' construction of the HoA will be that all the parties agreed with Joe Ford's December 2013 admission, that they wanted to end the litigation with an auction and get on with their lives.

I don't want to try to list all the claims for relief which continue to be at issue, but the big ones are Bonhams' request to the High Court to decide what to do with the auction proceeds (less the Zanotti payment(s)); Copley/Wexner's request to the High Court to rescind the sale and order the refund of Wexner's money, a request which depends on the flimsiest fraud claim in the history of the common law; and the Gardner-Ford arbitration regarding ownership of the OC's 50% share of the auction proceeds.

I forgot my English Rules: all the above statements are my opinion only and are not assertions of fact.

 

the HoA is a peripheral document, that could be construed as a document emerging from frustration of lack of progress within the Ohio courts and signed under duress by the grantors to advance a conclusion to litigation. It is a plan of action to create an eventual end to litigation, as such it represents a chart to the order of action not an authority to resolve any issues.

 

Joe your answer does not correspond with the Court conclusion from page 57 onwards. Can you explain what happened after the Courts direction ?

Otherwise, I am sure everyone has their own view on the $5,000 payment to Kristie for 70% but my question was, what did the sisters get ?

 

Hey, I addressed that. The OC were willing to interrupt their WINNING Ohio Court efforts for a pay-day in six months at only 50/50, thus the actual language we had ADDED to the HOA so that refers to a STAY of Ohio litigation and promptly entering an AGREEMENT TO END Ohio litigation triggered on distribution of funds. READ the HOA provisions. You cant just ignore provisions that dont suit your position or personal view. Prior HOA drafts were revised adding those words.

Whoa!!! Joe Ford made no such admission. Joe Ford's attorney's answer to the Judge's specific time frame question, i.e. PRIOR to the Sept 2013 auction was that Bonhams, per the HOA, would select which documents from the docs OC and BC gave would be best to give to prospective purchaser. THERE IS NO RIGHT TO CHANGE ANY DOC. Again, read the entrire HOA, oitherwise you make nonsense. (That Dec 16, 2013 hearing was to Reform the Title - the outcome, no reformation.)

Further, on Sept 24, 2013 I withdrew my POA and told Bonhams its a new ballgame, we need a new agreement. (Ferrari Char p.52, post 1025) Well, the new agreement never happened. On Feb 18, 2014 Lawson withdrew her expired HOA POA in an abundance of caution and asked for her property to be returned because we had just seen a media article I think saying Bonhams was starting to promote a new auction -- in out view, Bonhams had no right to do this and we complained.

No, that will not be the construction because the Judge will see prior drafts of the HOA and my emails that show the terms I tell you were specifically bargained for by Ohio. Further, the rules of contract construction requires reading all passages to make sense of the each and the whole, not ignoring those passages that do not suit your personal take or bias. I think the phrase "promptly enter an agreement discontinuing all action" (i.e an AGREED STAY) and the prior phrase "stay all litigation in Ohio relating to the Car" (literally a STAY) and the trigger (condition precedent) "on distribution of funds" to end all claims and counterclaims supports what I am telling you. What you suggest needs DIFFERENT words such as "parties agree to promptly file a Dismissal with Prejudice to end all Ohio litigation" -- once you put a condition precedent (i.e. on distibution of funds) on a DISMISSAL WITH PREJUDICE it CAN NOT BE A DISMISSAL WITH PREJUDICE -- DISMISSALS can not be conditional, but agreements to dismiss can be, and that was what we wrote.

Fun debate!

Joe

*

 

Hi Joe. I think you don't understand what I wrote. I also don't understand that Attorney Rinear's admission that the HoA continued to be preemptive of the court's jurisdiction, made by him in a December 2013 setting in which he -- speaking for you -- was opposing a Gardner request for relief, referred solely to a pre-September 2013 timeframe. Sorry, but I'm not going to review 20 or 30 pages of transcript to see where Rinear limited his remarks to a pre-September timeframe. (Although I also doubt that he did so.) As I keep trying to say, it's all in the courts' hands now (and the arbitrators'), and all will be revealed in the fullness of time.

 

I was wondering, if you and Lawson had won a judgment that you owned 100% of the items that were stolen from Karl Kleve, what would stop Florence Swaters from delivering her father's car to the nearest breaker and removing everything but the chassis bits and the brake drum that Kleve had left to rot in that vacant lot, and delivering them to the two of you tied in a bow? Also the OE body panels that are not installed on Jacques Swaters' car. Hemmings Motor News, here we come!

 

Integrity.

I have always offered to reimburse for good faith improvements which at best amount to $250,000 plus the engine at about $600,000. In Ohio court we REPEATEDLY asked for receipts and outlays and never got a any receipts despite three years of discovery and despite a 2011.01.27 Order Compelling Discovery.

Joe

*

 

Bill,

As dumb as it sounds, the value is in the original bits, especially the chassis. With that in hand, the rest can be recreated for a fraction of the value. Without the original bits the Swatters car is probably worth $500K as a good replica.

That's why I bought my 330 and would now consider switching to a 400 - the value is in the car, not the story.

Regards,

Art S.

 

So if Jacques Swaters' car is worth $19 million, and the improvements he added to Karl Kleve's scrap iron are worth $850,000, a person with integrity would say the scrap iron is worth $18.15 million?

 

Bloody hell man

You don't half go on.

Please just sort it out in court and meanwhile just shut up on here.

 

Sorry Bill

That was meant for Joe

 

Nonetheless good advice for me as well. I was about to write a follow up question: If a person of integrity values the Kleve scrap iron at $18.15 million, what does a person of integrity offer to Kristi Lawson for her interest in the Kleve scrap iron? At the same time I do not want to get sucked into the vortex of this mess. That's why your comment is good advice for all.

 

Vito has posted again. Fascinating reading and a better understanding of what is actually going on

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A copy of the 3rd December 2013 preliminary injunction against OJ. Gardner awarded costs

A transcript of the Garner v Ford hearing on 14th November 2013.

Swaters defence on the Copley claim which includes a counter claim on Bonhams and states that she does not agree with the Zanotti payment or deduction of £2m from the stakeholder payment.

The Swater defence expands on that already given by Bonhams and includes reference to Ford/Lawsons solicitor giving permission for the sale to proceed only two days before the auction

 

I am a buyer at $500k including the original engine !

 

Yes absolutely (although i might adjust the Swaters parts $ up slightly).
Integrity or not, the history and provenance is what you're paying for.

That 'scrap iron' is where the value is.

(See Steve Martin in THE JERK: 'Would Monsieur care for another bottle of Chateau LaTour? Yes, but no more 1966. Let's splurge. Bring us some fresh wine- the freshest you've got. This year's- no more of this old stuff!')

Pur Sang in Argentina will make you a tool room copy of a vintage comp Alfa or Bugatti for a tenth* (*whatever the number is- huge multiple in today's market) of a real car.
The difference in $ terms is the value collectors (etc) have assigned to the history you're buying.

Another way of looking at it- resto costs on a vintage comp vs road Fcar may be similar while the underlying values are significantly different. Reason? You're buying what was in addition to what is.

 

Spot on. I was a great supporter of OJ's crusade to get justice for Karl Kleve and his estate until he pushed the destruct button on the HOA deal and dragged Lawson into expensive litigation on two continents.

 

Joe, Vito has posted Gardner's letter to the Ohio BMV together with your admission in Court that your current title is "materially inaccurate"

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It also attaches a copy of the previous title in your name issued 3/11/2011. The title states a purchase price of $175,000 and tax of $11,375. We know at that time that Gardner paid Lawson $75,000 for the extra 30% and she had already got $5,000 for her 70%, was the balance the legal fees already spent ? Can you also tell me how the tax works, did you have to pay tax on the purchase price ?

 

My only thought at this point is as much as I would take OJ' s comments with a pinch of salt since he is a very invested party. But I would take Max/ Chris/ whatever name he is using that week's claims with a tablespoon of salt. Hell, he might be right and yet......

AFAIK in the status quo and the financing agreement posted in this thread showed that

- OJ owned 70%
- KKL owned 30%
- CG retained the right to a future lien for the value of the investment to be incurred when it suited all parties.
- KKL had agreed to sell 30% stake to OJ but the judge vetoed this as part of the status quo agreement.
- Status quo and ownership agreed to by CG in court until early 2013

And I still haven't seen any evidence that denies those points of view. It would appear the claims are that those facts are correct BUT Chris Gardner had actually bought the car via his financing and no-one has been able to show quite how the financing agreement construed a purchase of the vehicle. And if the original ownership 70/30 was incorrect then why wasn't there any discussion of this prior to the 2013 deal between CG & FS. Because in this thread and in court there weren't any claims to the contrary of the above until 2013 when the shark was well and truly jumped. Hell maybe CG has some sort of smoking gun paperwork that hasn't been publicly released, which I doubt or even claim some form of verbal contract (screams scam).........

OTOH I must admit maybe a payday from the HOA would have been best for KKL and OJ, then again maybe Joe thought that another party would try to stiff him and KKL through the "alternative" HOA agreed to by Swaters and Gardner. And following this thought-process could CG have simply taken 50% of the Bonhams payout as claimant to 100% of OC funds and then forced OJ and KKL to fight him through the courts for payment. 8.5 million USD would be a hell of an inducement to claim 100% purchase from OJ/KKL at some point in time using a few bits of potentially relevant paper and a lot of claims. How easy is it to claim money from a Swiss resident?

Returning to the tablespoon of salt comment, don't the brits like salted cod?

Enjoy the popcorn old chap. This thread is still very entertaining.