BMAA/LAA merger talks

[J.C.]

Great! talks have broken down and now its all turning into a slanging match.The anti flying lobby must be having a real laugh if they can read this!

[Donald Walker]

From: Roger Hopkinson [mailto:rogerrv6a@...]
Sent: 05 August 2008 08:14
To: 'Keith Negal'
Subject: RE: Legal advice and consequences

Dear Keith

I cannot agree and I have made a commitment to EC based on our own debate and per our discussion and agreement of a week ago. EC embers have/are chasing me to issue.

There will be many barrack lawyers whatever one says and we will as ever need to deal with this as appropriate. I see nothing in the statement that says we are looking for a way out - in fact it is very clear in the last sentence.

I will issue this morning as per attached. Do you wish that I remove Q3. I guess I will need to unless you are content.

Regards

Roger

____

From: Keith Negal [mailto:keith_negal@...]
Sent: 05 August 2008 04:56
To: 'Roger Hopkinson'
Subject: RE: Legal advice and consequences

Hi Roger

By now you will have received my follow-up email. I believe that, like me, you should rethink this one. As I warned you when we met, I don't make decisions in the BMAA, I consult and I needed time to talk to my colleagues.

There really is no need for any statement just now and you don't want to give the world the view that you are looking for a way out or an opportunity to make irrevocable organisational changes in advance of any merger, do you?

Best

Keith


From: Roger Hopkinson [mailto:rogerrv6a@...]
Sent: 04 August 2008 15:57
To: 'Keith Negal'
Subject: RE: Legal advice and consequences

Hi Keith

Thanks

When we discussed this you were happy with the announcement and rationale which agreed as passed to you - I think it was me that suggested you needed to cover with your Council. As a result and again as per our discussion I advised and provided our EC with both documents. It is hardly appropriate to expect, with such a document circulated, for the position to remain confidential - indeed I told our EC we would announce in a day (we agreed cop last Thursday).

I cannot therefore hold on any longer - it is our plan up on the LAA website together with a Q&A (attached)

Quite happy to discuss the other related matters - as we did without conclusion last week, though that would have to be in slower time.

I am trying to agree with you as we go along but the posts can only be moved so far. I will hold publication until am Tuesday. And am at home if you want to call.

Best

Roger

_____

From: Keith Negal [mailto:keith_negal@...]
Sent: 04 August 2008 08:24
To: 'Roger Hopkinson'
Subject: RE: Legal advice and consequences

Dear Roger

Thanks for dinner and a constructive discussion.

I do not believe that the LAA position on current BMAA litigation is unreasonable. Geoff Weighell has updated me on developments and it seems that we can expect the case to have been dealt with in the next twelve months. We have a great deal of confidence in our defence but I perfectly understand that the LAA may not take quite such a sanguine view.

Twelve months would give us plenty of time to undertake all the work necessary prior to a merger. Indeed, in our discussions the earliest date we foresaw for implementation was January so maybe we turn this short
further delay to our advantage. To this end I believe we should continue our work and as a matter of urgency create the working groups we have discussed. This offers the advantages of making real progress while bringing the two Councils closer together in a practical way. I also see nothing stopping us from putting the decision on a merger to our members this year, even if completion will be conditional upon one or two factors.

At all costs, however, we must avoid giving the cynics grounds for saying that the LAA will be using the next twelve months to put the BMAA at a disadvantage by establishing systems and structures that we were still debating in our discussions. Similarly, if the LAA takes the step of establishing itself as a Qualified Entity in the interim while the BMAA waits for the merger this would most certainly put the BMAA at a commercial disadvantage were the merger not to go ahead.

With regard to the last point maybe we could explore ways in which we could pool our technical resources. This could range from simply working together at one extreme to creating a joint technical centre of excellence at the other. I shall be discussing this idea with the BMAA Council at the earliest opportunity and look forward to hearing the response of the LAA EC.

In the meantime I am sure you will understand that I feel we should delay a little in making any announcement.

Best regards

Keith


From: Roger Hopkinson [mailto:rogerrv6a@...]
Sent: 29 July 2008 22:27
To: 'Keith Negal'
Subject: Legal advice and consequences


Dear Keith

A quick note - is getting late. Good meeting & discussion

Attached the two documents we discussed. I will go live on the statement after returning from meeting tomorrow with Geoff at DfT.

Circulation of the Legal summary perhaps needs a little caution so as not to influence your case. When discussed at EC the minute was suitably vague. We perhaps do not want to publicly state it is G-STYX. That's your call and your advice would be helpful.

Speak soon

Best regards

Roger


From: Keith Negal [mailto:keith_negal@...]
Sent: 06 August 2008 05:43
To: 'Roger Hopkinson'
Cc: Tannock James; Mike Barnard (mike@...); Bob Littledale
(robert.littledale@...); John Brady (johnbrady@...)
Subject: BMAA & LAA


Dear Roger

I enjoyed our meeting earlier in the week and thought we made some real progress. Having read the advice the LAA received on the BMAA's G-STYX litigation I agreed that it made sense that no merger should take place until this matter was resolved. Your assumption that this will take a year is probably correct; if it goes to trial we expect this to take place in July of next year. We are advised, and we believe, that we have a strong
defence, the detail of which I cannot disclose for obvious reasons. However, you will recall that I said I needed to refer to my colleagues on the BMAA Council before agreeing to any press release.

I was, therefore, disappointed to see the press release that appeared on the LAA Web Site yesterday. My concerns lie not in the understandable decision to delay the consummation of any merger until after G-STYX but rather in the LAA's decision to suspend the joint activity we planned to undertake in the meantime. At the recent Turweston meeting between our two Councils we concluded that, given the work we had to do, we could not hope to finalise any merger until January at the earliest and some suggested that it could take until the middle of 2009. Thus the G-STYX litigation and any merger preparation are both likely to be concluded at the same time.

For this reason I would like the LAA EC to reconsider its decision to put merger talks on hold. I believe we should form the working groups we discussed and push on with renewed vigour. Not only will we make valuable progress, we will also increase the understanding between our two Councils that has already been achieved during our work thus far. The outcome of our labours will be a solid case to put before our members.

It has always been my understanding that the majority of LAA members favour merger with the BMAA. I recently met one who said "Just get on with it!" and I believe this view is widespread. My fear is that if we drop the merger project now both organisations will be obliged to take steps that will make it unlikely that we will ever pick it up again.

Kind regards

Keith

[BJ]

It is quite clear to me that Brian Hope has is own view on things but that view is quite at odds with the rest of the world.

The disparaging remarks about Keith Negal and the possibility that all this is just to ramp up his position so that he may become Chairman of the BMAA again is just plain tosh. A concerted effort has been required to get Keith to actually stand this year let alone stand for Chairman again.. so Brian.. get your facts straight before committing your flawed thinking in type. Lets see if you have the ability to apologise to Keith.

Now the facts of the communication between Roger and Keith are copied below.

This all speaks for itself I think and, Brian, I await your response.


Quote.
Dear Roger

I enjoyed our meeting earlier in the week and thought we made some real
progress. Having read the advice the LAA received on the BMAA's G-STYX
litigation I agreed that it made sense that no merger should take place
until this matter was resolved. Your assumption that this will take a year
is probably correct; if it goes to trial we expect this to take place in
July of next year. We are advised, and we believe, that we have a strong
defence, the detail of which I cannot disclose for obvious reasons.
However, you will recall that I said I needed to refer to my colleagues on
the BMAA Council before agreeing to any press release.

I was, therefore, disappointed to see the press release that appeared on the
LAA Web Site yesterday. My concerns lie not in the understandable decision
to delay the consummation of any merger until after G-STYX but rather in the
LAA's decision to suspend the joint activity we planned to undertake in the
meantime. At the recent Turweston meeting between our two Councils we
concluded that, given the work we had to do, we could not hope to finalise
any merger until January at the earliest and some suggested that it could
take until the middle of 2009. Thus the G-STYX litigation and any merger
preparation are both likely to be concluded at the same time.

For this reason I would like the LAA EC to reconsider its decision to put
merger talks on hold. I believe we should form the working groups we
discussed and push on with renewed vigour. Not only will we make valuable
progress, we will also increase the understanding between our two Councils
that has already been achieved during our work thus far. The outcome of our
labours will be a solid case to put before our members.

It has always been my understanding that the majority of LAA members favour
merger with the BMAA. I recently met one who said "Just get on with it!"
and I believe this view is widespread. My fear is that if we drop the
merger project now both organisations will be obliged to take steps that
will make it unlikely that we will ever pick it up again.

Kind regards

Keith

Keith Negal

[Gary M]

Dear Brian,
I also suggested:

"You could even return the excess assets to the membership since you are supposed to be running a not for profit organisation."

... or if that is too painful just suspend charges and memberships until it runs out.

Ambulance chasing lawyers only sue when there are some assets to go for, like cash or HQ buildings. A Ltd Liability Company has limited liability. A dissolved limited company has no assets.

If you have loads of money then give it back to the people you got it from, us the members. Or perhaps you need to build a new hangar for your ... ooops HQ for the membership?

If there is liability - I thought the individual inspector was liable, is that wrong? If the inspector is not employed by the LAA or BMAA how does liability of the Association arise?

In any case we do not want to wait a year for the trial and then another year to get this done. What are the odds this doesn’t go to court, that they don't win, they are granted damages, that those damages exceed reserves? What is the impact and probability?

I do not care about which organisation gains commercial advantage over the other. I want a stronger voice that is more willing to do real battle with the CAA and EASA rather than the poacher turned gamekeeper relationship we have now. I want an experimental system in Europe and not just for microlights or LSA permit aircraft, all aircraft. Unfortunately I think the senior LAA are preoccupied with being top dog. THIS IS NOT A COMMERCIAL ASSOCIATION. Once you aspire to building gleaming HQs you have lost the plot. Forget the HQ, amalgamate and then figure out where the HQ, if one is actually required which I can assure you - it isn't, should be.

I think it quite likely that a pilot could sue the LAA for not allowing an aircraft to fly in the UK that can fly in Europe. I refer you to the laws of the EU about, once duty is paid in an EU country those goods are in free circulation in the EU unless there is an approved safety case lodged. Where is that approved and proven safety case against every aircraft approved in Europe but not in the UK?

What I am driving at is there could be another case and another case, against either association at any time. So as I said before - please get back to the table and negotiate and if that means new people at the top then let's vote out the naysayers and vote in the positive players who do not have delusions of grandeur and empire\HQ building in the wrong airfield. If you build a shiny new HQ anyone can sue you and claim it, unless you fight the CAA about liability, on the grounds of international best practice.
You don’t fight them hard enough because you agree to the “Permit” system which is far too subservient a position. It’s a right, not a permitted activity. Unite with the BMAA and go and fight for our right to fly experimental aircraft, not administer a tax for a Permit system. Experimental pilots don’t pay taxes to the CAA or the EAA but they have more clout than you have because they aren’t tax collectors like the LAA. If you became part of the EAA you wouldn’t have to fear any liability issues anyway, you’d have the clout to get the law changed.

And while I'm at it, please would you please publish a corrected and updated version of the accident statistics table that somehow got screwed up when you published my two articles on an Experimental class for Europe? Moving the decimal point and never a mention in the errata is not good for the cause.

Many thanks

Best regards,

Gary Miller

[Brian Hope]

BJ, whilst it appears that in his discussions with Roger, KN takes a view of understanding LAA's position and accepting it to be reasonable, his Airwaves column is utterly contemptuous of our association. Is it any wonder that some of us find it difficult to understand exactly what his view is, and are perplexed by his attitude?
Apologise? For what? I expressed a view, as KN has done in his column. It is a matter of subjectivity whether either is right or wrong. I am sorry that I placed those thoughts on the BB, but only because they have inflamed the situation, and I did not want to do that. Sometimes the devil will out so I apologise for the action, not for the thought.
It is unfortunate that my attempt to explain the LAA position more fully to our members, albeit within the confines of what must remain confidential, has degenerated into a slanging match.
It sometimes seems that some can say whetever they wish about the EC or the LAA, but when I respond I am accused of being completely unreasonable. Has anybody noticed that EC members posting on this board are few and far between? Any idea why? Do you think it might be because they realise that whatever they say, the protagonists are simply not going to believe them, or give them the benefit of the doubt that perhaps they are unable to reveal every last morsal of information on a particular subject? If you want that I should take the same view then believe me, I do have more than enough work to be getting on with. I have been told often enough that I'm a mug for getting involved on the BB.
Nothing can be gained from further comment, people will make up their own minds as to whether we were right or wrong to have taken the decisions we have. What cannot be denied is that they have been taken with the best interests of the association at heart. I, and I do not doubt other EC members, will be quite happy to stand down from the EC and let others take our place if they believe we have some hidden agenda, or are making such a hash of it. Before you all rush to nominate yourselves for EC membership though, just remember one thing. The EC is tasked with looking after the association. If your legal advisers tell you point blank that to merge with the BMAA at this time would be folly, are you looking after the best interests of the association by ignoring that advice? And if you do choose to ignore that advice and it all ends in tears, how are you going to explain your actions to the members, and possibly a court of law?
I have no more to say on the matter, my concience is clear and whether or not I am at odds with the rest of the world, I believe I have acted in the best interests of the LAA.

[JonKil]

A public BB may be no place to discuss merits of this case.
Sufficient to state the fact that if a company stands still long enough it will eventually implode.... whichever implodes first is anyones guess.
I also believe that Brian and others probably do the best they can for the association they belong to, fair due to all who put their head above the bunker just so the rest can get a pop at them, I sure don't envy their job.
I personally would like to see a merger, maybe the time is just not right... I want to fly a plane, it so happens that the LAA represent me on that quest.... the bottom line is that I couldn't give a toss who represents me so long as they do.
A merger WILL HAPPEN... in due course... like everything the economics will force it.. when ?.... whenever !

Maybe its time this thread was laid to rest, life is just too short lads.

[BJ]

Roger as the voice of the LAA EC has raised the drawbridge on all current talks on merger - even if the merger is in 6 months or a years time to allow issues to end.

Why!

[John Brady]

Readers will have seen the string of emails between Keith Negal and Roger Hopkinson on this thread. Keith posted them on another site and asked that someone else post them here. I just saw Roger who was about to test his RV10 and he did not know this had been done.

Out of all this there are several key points that are being misquoted here on the BB so I would like to summarise the facts. I attended both recent EC/Council meetings and the LAA briefing by a specialist solicitor. I subsequently briefed the EC on the legal stuff and proposed the motion that led to our decision not to proceed to amalgamation just now. So I am your man on this subject. My personal position is that I am in favour of amalgamation but I have a duty to LAA members to scrutinise the proposals and consider risk. I don't do risk unless I can understand it fully. I won't proceed without a full business case that ensures we can keep our aircraft flying.

So to the key points:

Keith says in his emails above that he "does not believe that the LAA position on current BMAA litigation is unreasonable" and "having read the advice the LAA received on the BMAA G-STYX litigation he agreed that it made sense that no merger should take place until after the matter is resolved".

So we are all agreed that there should be no merger yet. The reason is that if this litigation made the BMAA insolvent it would also make a new amalgamated association insolvent and there is no way we can protect ourselves in law. All our facilities and staff would be lost and all aircraft would be grounded tfn. There is absolutely no way to remove this risk except by delaying amalgamation.

The remaining issues are

1. That although Keith agreed a joint public statement, he subsequently withdrew and wanted us not to tell the LAA membership about the problem, but having given him due notice, we did using the words he had previously agreed. You would not want us to keep this secret until we were forced to tell at the AGM.

2. Keith wanted us to press on and put a decision to our membership this year even if it is conditional on one or two factors. One of those would be that if the litigation goes against them, the BMAA may not exist but at the time of the AGM, we won't know. It would be quite impossible to put a motion to the AGM to dissolve the LAA and form a new organisation when we could not even start on the financials. The BMAA directors would be in a similar position. I could not put a case to the membership unless it is cast iron and copper bottomed in terms of risk and finance so that idea is way outside what my duties as a director allow.

So contrary to statements on the BB, Roger has not raised a drawbridge on a merger. The LAA EC agreed my motion that we could not continue with amalgamation until the BMAA resolved their known liability and Roger was actioned to tell Keith. It will be at least a year before any outcome is known and we have to face the fact that there is a possibility that the BMAA may then no longer exist. By making this difficult decision now we have removed the LAA from risk of a similar fate. Perhaps the most important thing we should be doing now is working on contigency plan so that if the worst came, there was a way for BMAA members to keep flying.

I hope this is helpful and will be happy to answer any polite question of fact related to the LAA position.

Kind Regards,

John Brady
One of your directors and vice-chairmen

[BJ]

I have heard some one sided statements in my time but the ones you print go beyond..

.........
My personal position is that I am in favour of amalgamation but I have a duty to LAA members to scrutinise the proposals and consider risk. I don't do risk unless I can understand it fully. I won't proceed without a full business case that ensures we can keep our aircraft flying.

** So why has a halt been called to discussions - now is the best time we have to sort out the detail in anticipation of a sucessful conclusion.

...............
Keith says in his emails above that he "does not believe that the LAA position on current BMAA litigation is unreasonable" and "having read the advice the LAA received on the BMAA G-STYX litigation he agreed that it made sense that no merger should take place until after the matter is resolved".

So we are all agreed that there should be no merger yet. The reason is that if this litigation made the BMAA insolvent it would also make a new amalgamated association insolvent and there is no way we can protect ourselves in law. All our facilities and staff would be lost and all aircraft would be grounded tfn. There is absolutely no way to remove this risk except by delaying amalgamation.

** We all know that with the best will in the world it will take a year in any case so, as per the above, lets get the detail sorted now.

..............................

1. That although Keith agreed a joint public statement, he subsequently withdrew and wanted us not to tell the LAA membership about the problem, but having given him due notice, we did using the words he had previously agreed. You would not want us to keep this secret until we were forced to tell at the AGM.

** Now if I was Keith I would take personal offence at your claim. It is, however, a prime example why a merger should be driven by members and not members who think they are politicians.

..............................
2. Keith wanted us to press on and put a decision to our membership this year even if it is conditional on one or two factors. One of those would be that if the litigation goes against them, the BMAA may not exist but at the time of the AGM, we won't know. It would be quite impossible to put a motion to the AGM to dissolve the LAA and form a new organisation when we could not even start on the financials. The BMAA directors would be in a similar position. I could not put a case to the membership unless it is cast iron and copper bottomed in terms of risk and finance so that idea is way outside what my duties as a director allow.

*** But no reason why not to use the probable year to good effect and get the detail sorted.
..........................


So contrary to statements on the BB, Roger has not raised a drawbridge on a merger.

** So when is the next meeting?

.........................
The LAA EC agreed my motion that we could not continue with amalgamation until the BMAA resolved their known liability and Roger was actioned to tell Keith. It will be at least a year before any outcome is known and we have to face the fact that there is a possibility that the BMAA may then no longer exist. By making this difficult decision now we have removed the LAA from risk of a similar fate.

**See earlier comments.

Perhaps the most important thing we should be doing now is working on contigency plan so that if the worst came, there was a way for BMAA members to keep flying.

** "IF" this were to happen a newco could be formed overnight. Aircraft would still fly. Jobs would also be secure.

** having been convinced that I could work with those on the LAA EC I am now saddened to understand that actually quite the opposite is the case. It is looking more and more probable that the LAA EC were looking for a takeover and not a merger. This is a sad day.

[John Brady]

Thanks BJ,

You may think that an approved airworthiness organisation such as ours could become insolvent, lose all its assets, monetary, physical and intellectual and then start up the following day as if nothing happened. I do not subscribe to that view.

In answer to most of your points, I think the course the EC agreed best protects the LAA in the short to medium term and whilst I believe we cannot put an amalgamation case to our AGM, there are quite a few areas where we could do business meanwhile. But I am not sure I have the heart for it just now.

Thanks for your views

John

[BJ]

You missed the point, probably intentionally, totally.

You dont have the heart for it do you? I do.

[Dave Hall]

If it's worth doing, and I believe it is, then it is worth waiting until this matter is sorted out.

We can still do everything we would have to do to move towards a common organisation, thrash out the details and maybe even organise some joint events, but keep the finances and the formalities separate. Then we will not be as far apart when the appropriate time comes for a merger.

[Clive]

Stop sniping, what's done is done, move on.

[Bob F]

Remember, this BB is not just for members only, I feel a bit embarrassed about all the "washing our dirty linen in public". Good way to get new members eh?

Bob F