Hereward Media (HM), the Peterborough based outfit has pulled out of a plan to 'rescue' the Community radio station Tulip Radio, according to Radio Today.
HM cites ‘irreconcilable differences’ between them and the former station management, and a ‘catalogue of unhelpful behaviour’.
A message appeared on the Tulip Radio Facebook page saying the station has now closed. It states “God Bless everyone who have been so helpful, kind and supportive to Tulip Radio, we will always be grateful to you all. Thank you, we all enjoyed it whilst it lasted and thank you for supporting our great volunteers who gave up their time willingly to present the programmes and give as much knowledge to you about what was going on in our community as we could. Many thanks x.”
In response to the respected industry source 'RadioToday' when asked for a comment: Tulip Radio’s Chris Carter said: “In Mid December Tulip Radio entered into an agreement with Hereward Media to undertake solution of technical issues and engage more presenters to enable us to continue our Community Radio service and to maintain our Key Commitments to Ofcom, the government regulator.
“It was agreed that Hereward Media would provide these services entirely free of charge. It became increasingly clear that over the last two weeks that our established aims and objectives didn’t coincide with those of Hereward Media.
“A meeting which was arranged, to which they were invited to discuss matters, but they declined to attend when our accountant found he was too busy to be there.
Eventually on Friday, we advised Hereward Media that the best interests of Tulip Radio Limited were not being served by continuing our association with them and that the arrangement was terminated forthwith.
“Accordingly broadcasting ceased and we shall be informing Ofcom that we intend to hand in our Community Radio licence, ending 7 years of full time Community service following several month long trial broadcasts commencing in 2001, naturally we are all extremely sorry that this has ended.
“Once again we would like to thank from the bottom of our hearts all our presenters, sponsors, advertisers and friends who have faithfully supported us over the last 16 years.”
Alex Geairns, director of Peterborough based Hereward Media commented: “We believe there has been a steady backtracking by Tulip Radio as to what had been agreed. In a crunch meeting last Friday, it was made clear to us that since we entered into the partnership, Tulip Radio has received numerous other offers of technical and presentational help. As a charitable organisation, we have invested a significant amount of resources to make a success of this project, and are now forced to retreat to protect our charity."
TRIBNOTE: Peterborough based charity Hereward Media put up as part of their presenting line-up for Tulip, a Mr. Nikki James Fox (aka Nik Fox) also featured as their 'Technical Director' and part of the 'team' to relaunch the OFCOM regulated Tulip community radio station.
The same Nikki James Fox has been recently criminally convicted at Craigavon Crown Court having pleaded Guilty to criminal charges relating to the Computer Misuse Act. Fox was sentenced on April 28th 2017, to a term of 12 months imprisonment suspended for 3 years.
UPDATE: Notes of Judgment 10 August 2017:
In the Peterborough County Court
Claim number: D90Z113RD
Hereward Media (Peterborough) Ltd
Tulip Radio Ltd
Notes of Judgment
10 August 2017
This is a claim by the Claimant against the Defendants. The Claimant acts in person and is represented by Mr. Geairns, who has given evidence and made submissions too. I also heard from Mr. Fox for the Claimant. The Defendant is represented by Mr. Gunstone of counsel, and I heard evidence from Mr. Carter and Mrs. Whitbourn.
A memo of understanding was entered into by the two companies on the 18 December 2016. I have a copy at page D-19 of the documents. It is signed by Mr. Geairns and Mr. Carter for the two companies. Both are companies limited by guarantee, they have directors but no shareholders.
The claim is based on the memorandum of understanding to which I shall refer as “the memo”. At page D-01 onwards the claim is set out. It is for breach of signed agreement. (reads from the Claim Form). The agreement relied upon is the memo. The Claimant says that the directors were appointed as of that agreement. But, directors are not appointed in that way. Directors are appointed by making an appropriate application to Companies House and the directorship is then registered. The memo records only that it was intended to happen. I only have a single AP-02 form, which relates to the Claimant’s appointment as a corporate director. What I do not have is not evidence of registration. A list of directors could be provided, it can be easily downloaded. I have been shown a letter from Companies House, but it tells me nothing as to what if any appointments there might have been.
The claim relates to the memo and Mr. Geairns accepts (having read a narrative from a solicitors website) that I have to satisfied from the factual matrix that this memo is a binding contract. I conclude it is not a binding contract.
It is headed “Memorandum of Understanding”. It sets out what was intended to happen. It followed the letter of the 13 December 2016 which was delivered shortly before a forthcoming closure of a radio station run by the Defendant.
In the letter, Mr. Geairns set out his stall as to how he might keep the radio station going. Mr. Geairns says it was to help the community, but his motivation it is not important.
I have cut to the chase, and say:
a) has there been a binding contract
b) if so, is there any breach and
c) if so, what is any loss?
I prefer the submissions from Mr. Gunstone. The memo is indeed a memorandum of understanding and it describes how a process that would lead to the integration of the Defendant’s business with the Claimant would work. It sets out what would happen, but as Mr. Gunstone observes, there is no timescale.
There are lots of things that are missing, and they make it not a legally binding contract. There is a charitable donation and a nominal peppercorn fee.
The memo is to set out a process and then would expect to see further documents recording the route to completion of the intent.
There is no business sale agreement. No contract to transfer title to assets, and these are two companies limited by guarantee, so there are no shares to transfer.
The memo simply does not provide for such things. There are articles and equipment that might be transferred but no contract to say what is to be transferred, nor when should be the time for transfer.
There was a period of cooperating with each other. Title in the assets has not passed. If the assets were to have been transferred, there should have been a document
It is not a binding contract. I particularly refer to article 7. It says specifically that it is an intention to cooperate. It does not matter that it does not say “subject to contract” because it does not need to.
The memo describes its legal status. If the parties wanted to contract, they could have said so. It is indicative that this is not a binding contract, but the two companies would cooperate with each other.
In the light of my finding that this is not a binding contract, the claim lacks complete merit. There can be no breach of contract and no losses.
Even if I was wrong as to the contract point, there was a clause 2(e) which says that both companies will bear the ongoing costs. The invoices relied on by the Claimant do not seem to flow from any breach. These are not ongoing costs of the operation.
The Claimant agreed that it would supply services free of charge. If they were to be supplied free of charge anyway, how can the Claimant say it suffered loss?
Even if I accepted that the invoices from Sentia Global were running costs, they are only expressed in the memo as expenses that have to be funded by revenue anyway.
I therefore conclude that the claim fails and it is dismissed in its entirety.
There is no application for costs.
KCH Garden Square
Nottingham & Leicester
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