June 2019 - Ucol-shareholders

Advice I received re legal representation
by Gay Buckingham 02 Jul '19

02 Jul '19

I have been asked to share the notes I took from my yesterday’s meeting with Garth Lucas of Lucas & Lucas. (Garth is a senior practitioner in a highly regarded law firm with extensive conveyancing experience.) Garth’s advice: 1: the panic is not real If one of our lawyers for any reason didn’t turn up with the last $ on 24/11/20 the buildings will still be there The cohousing bank could be asked for individual discharges of mortgages over each title – the cost would be $80 per unit 2: Everything (required for settlement on 24/11/20) can be prepared in advance. As soon as the unit title plan is available (after surveying) all the documents can be prepared. (There is communication between all conveyancers prior to settlement.) No one will have to check documents on 24/11/20 3: We (shareholders) can monitor this in advance and we should do this. Whichever lawyer we choose should be prepared to have external peer review/audit of the preparation 4: We can ask for certifications that everything is done and up to date and that undertakings are all in place – two or even three times 5: On the actual day – the bank deposits are received – the titles are released (about two mouse clicks once the lawyer is logged in) – and the accumulated money is transferred to clear the mortgage – credit the cohousing company. If 12 payments (e.g.) arrive in the morning, 12 titles could be released in the morning. Last night there was immediate objection to the additional costs associated with peer review/auditing so I emailed him about that this morning. His reply as follows: If you change to a law firm that operates in teams, then you are paying for team members to meet and plan things, review things, check each other’s work. That’s two people at $450 an hour, and another two at an average of $200 an hour, all meeting for 90 minutes and $2000 spent on that meeting alone plus GST, and because it’s part of what the big firm is doing, and what would be behind the banker’s recommendation that a big firm team is required. And, yes, everything costs, and if there is legal work there is a charge. If Helen was asked to work with another person, then, yes there may be some diplomacy required. Obviously Helen would not want someone to come in an nitpick over her work and then report on her on shortcomings to her clients. She would be much more comfortable if you said that you have a lot at stake in preparing for the settlement, and would like a joint report from her and the reviewer, or McMillans etc detailing what is done and how ready you are. Helen will understand that there are a lot of you and some know her better than others. So, fellow shareholders, I hope that’s helpful. Gay Gay Buckingham +64 27 4544012

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Notes for special Meeting 27 June, 2019
by Gay Buckingham 01 Jul '19

01 Jul '19

Whew, (mops brow) well, here it is. I know I won’t have done justice to everybody’s contributions and welcome corrections. Gay Gay Buckingham +64 27 4544012

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The Book - available to collect
by Claire Loftus 30 Jun '19

30 Jun '19

Hi all I’ve finished with the co-housing book that’s going around. Sorry I forgot to bring it tonight to the dinner. My brain is mush these days and life seems a constant bumbling along muddling everything. I’m leaving early tomorrow – oops, make that today! – for about ten days. So that the book can keep circulating, could somebody collect it from my place? I’ve packaged it up carefully; don’t want to leave it in the letter box which is small and frequently over-zealously cleared by the landlord’s son. So come up the steps, turn left and see the magnificent door with stained glass windows. On the right on the steps are some pink flowers and lettuces in a square pot. The book is in a silver packet, tucked in behind them. It’s under the porch so out of the rain. The address is 11 London Street. Whoever gets there first please let everyone else know! There is no parking on our side of the street, but you might find something on the left as you go uphill (the same side as The Bog pub). Or come at night. See you all in a couple of weeks. Claire

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fyi
by michael.rosemary＠xtra.co.nz 29 Jun '19

29 Jun '19

https://www.odt.co.nz/lifestyle/resilient/homely-it-gets

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Our process
by Sandy Ross 28 Jun '19

28 Jun '19

Hi everyone, Thank you especially to Anne and Gay who took on particular challenges last evening but to everyone for turning up and speaking their thoughts. We need now to have confidence in the process that is in our Cohousing Agreement for situations such as these. Thank you in anticipation to the Directors and those who will take us through this process. Looking forward to seeing you (in a more relaxed setting) at Anne’s. Frances

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Midwinter dinner
by Anne Thomson 28 Jun '19

28 Jun '19

Midwinter potluck dinner tomorrow night (Saturday 29 June) 6pm at 25 Pacific Street. Bring food and drink to share - a relaxed social evening. This was in the meeting notes about a month ago, but maybe has been under the radar since. It could be helpful to let me know if you are coming, but if you don't get a chance too, still come! Anne Sent from my iPad

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From Sue re note you made from your meeting with Garth Lucas
by Susan Taylor 27 Jun '19

27 Jun '19

Hi Gay, If you are agreeable I'd like your notes, compiled from your meeting with Garth Lucas (Lawyer), to go out in an email to the Shareholders. I found these comments very useful and think they are part of the 'narrative' that is being shared with everyone. Please note, I have carbon copied the shareholders into this email. Thanks, Sue Sent from my iPhone

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Lawyer choice McMillan & Co
by Rainer Beneke 27 Jun '19

27 Jun '19

Hi all I was asked to explain my reasoning why I think it is the best business decision to stay with McMillan & Co. Background: Helen Davidson lawyer at Polson, than Polson McMillan, has been UCOL’s lawyer from the beginning. Helen has been very helpful for setting up our legal documents to define us as UCOL and our future intentions. Late last year Helen left (now) McMillan & Co to start her own practice / join another practice. In the middle of March this year a UCOL subgroup of four (2 directors, 2 from the BCG) was formed to research which lawyer / firm to use for the remaining work (mainly 'unit titles' and 'final sale and purchase settlement') for Ucol, and come back with a recommendation for the group. In early May the subgroup came back with a recommendation (3 for, and one director neutral) to stay with McMillan & Co. After a lengthy discussion, a motion to stay with McMillan was not passed (10 green, 6 blue, 3 orange, 1 red). The following week the group was asked to see if a third lawyer, Anthony Hamel (who represents 6 individuals) was willing to represent UCOL. I had reservations as I thought there would be a conflict of interest. I believe the subgroup never reported back on Mr Hamel's formal reply: In short, A) Anthony Hamel saw a conflict of interest , B) he did not have the expertise nor the resources for the work to be done, C) he recommended to stay with Helen. Because of unsuccessful discussion within the group, a reversed straw poll was held in early June, That we stay with Helen and move away from McMillan (6 green, 5 blue, 4.5 orange, 3 red). The remaining legal work for UCOL is mainly issuing of Unit titles and Settlement of the sales and purchase agreements. Both Helen and McMillan estimate the cost for these works to total between $30,000 and $40,000. The remaining UCOL budget for legal expenses is $60,010 to date. My thoughts on work remaining: The unit title process will begin when all new build has cladding to their ground floor units (end of 2019 / early 2020?). The surveyor will then do his final survey, prepare all relevant drawings and paperwork (he may need our bodycorp rules by then!!!), and somehow our lawyer will be involved to make sure the Deed of Covenant is on them, they are registered with Land information NZ, and no doubt Kiwibank will be on all 24 unit titles registering their interest (total 7.5 million dollars). This process will take some time, but is probably not very time sensitive. The settlement of the sale and purchase will be a very time critical process, as we are expected to settle all 24 sales agreements on the same day. UCOL will have given the UCOL lawyer instructions to turn all personal loans of the unit holders into deposits for their unit. The balance of the unit price incl GST (with is in most cases the amount of the personal guarantee to Kiwibank) will be transferred from all 24 unit holders (one being DCC excl GST) from their personal lawyers to the UCOL lawyer. On settlement date UCOL’s lawyer is expecting 9.9 million dollars. Once they have received the amount owing to Kiwibank, around 7.5 million dollars, they will transfer this money to Kiwibank, so that Kiwibank will release the titles to UCOL, and ultimately to the individual unit holder. The balance of 2.4 million dollars is for GST (1.628 million dollars) and other private loans of friends of UCOL. This day will require a lot of preparation and super efficiency on the day! Choice of lawyer / firm: McMillan & Co has 6 lawyers and 5 support staff (Simon Milne the only male). This month McMillan & Co advertised (for the second time in two weeks) for two positions for Legal executive / Senior legal secretary. I have included the ad (ODT). McMillan advertise on their website that their specialist area of legal practise is in property and commercial law (2nd item, Simon the expert). Susan Jack has had good contacts with Simon, and while their response to us regarding remaining costs took a little longer than Helen’s, Simon was clarifying subdivision issues with the surveyor. Helen Davidson is very difficult to find a contact for. Searching the internet, there is only one link to the Family Law section of the New Zealand Law Society. On that website the firm Helen works at, has been in the past: Anja Klinkert, then Fernhill Lawyers Ltd t/a Klinkert Law, and now is Klinkert Law. Helen's email contact on that website has always been anja(a)klinkertlaw.co.nz. There is no mention of Helen Davidson on the website of Anja Klinkert. Alex mentioned that Helen isn’t that fond of IT. Roz mentioned that when she proofread our documents, again finding a lot had mistakes that she had previously pointed out. I tried to find our Deed of Covenant and found, when searching through the big document we signed in July last year, that the Deed of Covenant was not included?! Little mistakes? that are more 'error of judgements’ like her stand-down as lawyer over backdating a will, and her recent drink driving conviction. My conclusion: The settlement is a critical process, which can cost us a lot of money and inconvenience if things are held up. For the settlement a very efficient team with special attention to detail is needed. If Anthony Hamel does think he has enough resources, I can’t see how Helen Davidson would. We have used a lot of different engineers for our project. I can’t see why we shouldn’t use different lawyers / firms for different legal requirements. For me there is no question that UCOL, a firm of a 13 million dollar property development, has to stay with McMillan & Co. This is solely a business decision. regards Rainer I check my emails once a day. Please call me if you need an urgent reply. Rainer Beneke +64 21 144 7700 www.rainerbeneke.nz

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Fwd: [Ucol-directors] FW: Legal Representation
by Anne Thomson 27 Jun '19

27 Jun '19

One last piece of information - Helen's response to the second list of questions ---------- Forwarded message --------- From: Helen Davidson <helen(a)klinkertlaw.co.nz> Date: Thu, 27 Jun 2019, 4:11 PM Subject: [Ucol-directors] FW: Legal Representation To: ucol-directors(a)list.king.net.nz <ucol-directors(a)list.king.net.nz> Dear Susan Thank you for your letter. Please see attached reply. Kind regards *[image: ANJA KLINKERT LOGO 2015 small]* *Helen Davidson* *LAWYER* 29 Hope Street, Dunedin , 9016 PO BOX 767, Dunedin 9054 *P *03 477 7267 *F *03 477 2053 *E *helen(a)klinkertlaw.co.nz www.klinkertlaw.co.nz *From:* Susan Jack <susanjjack(a)gmail.com> *Sent:* Wednesday, 19 June 2019 8:44 PM *To:* Helen Davidson <helen(a)klinkertlaw.co.nz> *Cc:* ucol-directors(a)list.king.net.nz Directors < ucol-directors(a)list.king.net.nz> *Subject:* Re: Legal Representation Dear Helen Sorry for the long delay in getting back to you. We (UCOL) are still tying to arrive at a decision for who will be our legal representative moving forward. To that end, we would like to kindly ask you to respond to a few more questions that have been raised by the group to help us in our decision making. 1. Would you have PA support for this UCOL work? 2. What would your 'back-up' plan be for if the UCOL work load became too great at critical moments? 3. Can we have some assurance that deadlines would be able to be met acknowledging that the timeline at the moment means that the units will be completed on 24th November so we will likely be running into the Christmas period for the settlements which all have to occur at the same time? 4. What would be your mechanisms to keep costs down for unpredicted issues? 5. Could you give us an estimate for legal costs for changing Sale & Purchase agreements and other legal documentation (signing of the UCOL Agreement etc) for units sold to new members before settlement? We look forward to your responses. Kind regards, Susan On Thu, Apr 11, 2019 at 5:37 PM Helen Davidson <helen(a)klinkertlaw.co.nz> wrote: Dear Susan Thanks for your reply. I am not allowed to broach my conveyancing clients (you are one) under my employment contract and it was made very clear to me steps would be taken against me if I did. Mark rang me about the title issue but I think he will sort it himself- please ring him if you want more information, its about the underlying integrity of the early surveys. Yes the quote includes issue of titles. We work closely with the surveyor . Kind regards *[image: ANJA KLINKERT LOGO 2015 small]* *Helen Davidson* *LAWYER* 29 Hope Street, Dunedin , 9016 PO BOX 767, Dunedin 9054 *P *03 477 7267 *F *03 477 2053 *E *helen(a)klinkertlaw.co.nz www.klinkertlaw.co.nz *From:* Susan Jack <susanjjack(a)gmail.com> *Sent:* Thursday, 11 April 2019 5:23 PM *To:* Helen Davidson <helen(a)klinkertlaw.co.nz> *Cc:* Alex King <alex(a)king.net.nz>; Donald Shand <donaldshand18(a)gmail.com>; Rainer Beneke <me(a)rainerbeneke.nz> *Subject:* Re: Legal Representation Dear Helen Many thanks for your response and for clarifying where you now work - we were disappointed that you didn't contact us to let us know about your changed situation earlier. Many thanks also for your quote. Can I just clarify if your quote includes all the certificate of title work (surveying etc)? Also, I'm unclear what you are referring to re "*Issues with the underlying titles, which, I understand, are considered “limited as to titles” and which is Mark Geddes’ issue*" - can you please explain what you mean here? A small group of us (copied in this email) will be looking at our legal representation and quotes and will get back to you as soon as we can. Kind regards, Susan On Thu, Apr 11, 2019 at 4:52 PM Helen Davidson <helen(a)klinkertlaw.co.nz> wrote: Dear Susan Thank you for your email. First of all, I need to say I no longer work for McMillan & Co. Where I work now consists of two senior women lawyers who have many years of conveyancing experience between them. We have just employed a legal executive finishing his training who is keen on property law and is a conscientious and energetic worker. Neither of we two lawyers are “profit driven” and have a significantly different way of approaching our work to that which I have left behind. We are keen to meet with you if that would assist. As for the way forward, I agree with your assessment and the four points you outline. I do bear in mind, however, the following possibilities:- 1.Issues with the underlying titles, which, I understand, are considered “limited as to titles” and which is Mark Geddes’ issue but which may require legal assistance. 2.Issues with the DCC in it’s regulatory capacity, which may also require lawyers. 3.Possible easements, which need drafting and registering, along with the Covenant and Unit title/Body Corporate documentation. 4.Any documentation Kiwibank may require if there are any extensions or variations to the loan particulars or conditions. 5.Possible issues with shareholders loans. 6.Assisstance with any issues which may arise from Stevenson & Williams or any other contractors involved with the build. The LINZ registration fees (disbursements) alone will be around $9,000. Having said that, it would be our intention to keep our fees somewhere between $30,000 and $40,000 plus GST and disbursements, preferably nearer $30,000 If there was something unexpected which arose we would consult the Group first before committing. I stress I will be responsible for the quantum of our fees. With kind regards and best wishes. *[image: ANJA KLINKERT LOGO 2015 small]* *Helen Davidson* *LAWYER* 29 Hope Street, Dunedin , 9016 PO BOX 767, Dunedin 9054 *P *03 477 7267 *F *03 477 2053 *E *helen(a)klinkertlaw.co.nz www.klinkertlaw.co.nz _______________________________________________ Ucol-directors mailing list Ucol-directors(a)list.king.net.nz https://list.king.net.nz/listinfo/ucol-directors

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Fwd: UCOL - legal work
by Susan Jack 26 Jun '19

26 Jun '19

Dear all Here is another piece of information to consider for our legal representation meeting tomorrow evening. This was prompted by my asking my brother-in-law - who was a lawyer in Queenstown for the last 20+ years (retired about a year ago) mainly involved with conveyancing - about our situation. He suggested talking with Kiwibank regarding their thoughts of us using a sole-partner firm (as it turns out, from Anne's email it looks like Helen will be a partner with Anja at some stage soon making it a two-partner firm) for the remaining legal work. Stephen Edge's response is below. Kind regards, Susan ---------- Forwarded message --------- From: Stephen Edge <Stephen.Edge(a)kiwibank.co.nz> Date: Wed, Jun 26, 2019 at 9:31 AM Subject: UCOL - legal work To: Susan Jack (susanjjack(a)gmail.com) <susanjjack(a)gmail.com> Cc: Andrew Long <Andrew.Long(a)kiwibank.co.nz> Hi Susan, I understand UCOL’s lawyer as moved to another smaller legal practice. In my experience larger multi-unit projects like UCOL require a *team *of experienced professional lawyers to manage the processes needed for multiple property settlements. When settlement time arrives for UCOL there will be a very large amount of legal work needing to be done in a very short period of time. A larger law firm will typically have the resources to draw upon to meet the time demands involved with multiple property settlements all occurring on the same day. To minimise the possibility of problems occurring at settlement time it would be my preference for a larger law firm to handle this work. Regards *Stephen Edge * Senior Manager Property Finance *DDI *07 571 3846 | *M *027 8395 057 | *F *07 571 3845 *www.kiwibank.co.nz <http://www.kiwibank.co.nz/> * Kiwibank Limited, Level 1, 41 The Strand, P O Box 13333, Tauranga 3110 This email, including any attachments, is confidential. If you are not the intended recipient, any use, distribution or copying of this email or the information contained in it is prohibited. If you have received this email in error, please notify us immediately and delete it. Please consider the environment before printing this email.

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Ucol-shareholders June 2019