BSA & Cousin Roy

[James2]

Dan,

You have obviously NEVER studied law. I can tell this, because you attempted to compare the laws of a sport and the laws of business (Corporations Law)- a tenious comparison indeed.

1) You say that a court would not find that Player A had played for two clubs, if he had played for the Swans from 93-96.

You are wrong. I refer to Corporations Law s119:

"A company comes into existence as a body corporate at the beginning of the day
on which it is registered. The company's name is the name specified in the
certificate of registration."

When a company registers, they receive an ACN. An ACN is unique; a company cannot have two ACN's. This is basic Corps. Law, if any judge were to find that a company could have two ACN's, the law would be fatally undermined.

The reason the situation regarding the Swans was never explained, is symptomatic of the belief that the law and sporting competitions and clubs, should have nothing to do with each other. Nevertheless, KS is correct.

You are also incorrect regarding your statement about the AFL being a different company to the VFL. A company can change its trading name, but still be the same legal entity. Companies are identified by ACN's, NOT trading names, therefore, the AFL and the VFL are the same (read my previous post).

Danni,

The Brisbane Lions do have a different ACN. The Brisbane Lions AFC Pty Ltd, are a completely new company, established in 1996. In a merger, the two (or however many) clubs that merge to form the new entity, are wound up and deregistered. However, this has not happened with the Brisbane Bears or Fitzroy. Both are still trading. It is certainly curious and leaves some questions regarding the circumstances of the Brisbane-Fitzroy agreement.

Cheers.

 

[Danni]

James, thanks for that. But it leaves me really confused as to why the Aritcles of Association of the Brisbane Lions, refer to admendments made in 1992, 1993 and 1994? and one for the date in 1997, when the name change was voted on? How weird!

I didn't know that there was a Brisbane Lions AFC Pty Ltd, as I thought it was the Brisbane Bears - Fitzroy Football Club Limited trading as the Brisbane Lions! You learn something new every day!

[This message has been edited by Danni (edited 24 November 2000).]

 

[The Old Dark Navy's]

Interesting.

So if company B takes over or buys company A, can company B continue to use the history of that business they took over. For example if ABC Pty Ltd owned Moe's Tavern which proudly advertised itself as being established in 1897, and sold Moe's Tavern to XYZ Limited, could XYZ Limited still proudly advertise Moe's Tavern as being established in 1897? I believe so. I believe because they had bought the business from the company that had established it, they buy the rights to it's image and history. But then if XYZ choose to change the name of Moe's Tavern to Joe's Tavern, can they rightly claim that they are the same business? Can they still claim that Joe's Tavern was established in 1897? If you looked deeper you would see that what people now know as Joe's Tavern was in reality an incarnation of Moe's Tavern. If a business has its origins somewhere, can another business assume its history no matter how many changes or incarnations occur? As long as there is a trail showing the transactions along the way? Think about the origins of some of the world's biggest companies. I wonder how many changes of legal and variations to trading names they may have had and still maintained the same product and history.

I also wonder if the South Melbourne Swans Australian Rules Football Club and variations of it is still a registered business name? If so, does the company that currently owns the Sydney Swans hold the registration of that name as part of the handover.

A different legal name and ACN does not necessarily mean a different product or that the legal name of the product they bought has not been assumed under that umbrella.

As a public servant who has spent a great deal of time tring to track down the true owners of assets, I have been amazed and confused as to how things work. How ABC with its own ACN is an umbrella company for DEF with its own ACN and GHI with its own ACN and JKL with its own ACN. Funnily enough DEF and GHI despite coming under the same umbrella company, do not have anything to do with each other and are in fact genuinely bitter rivals in the marketplace who wouldn't walk across the road to piss on the other. Then GHI and JKL might do a project together and register a separate company GHI Pty Ltd and JKL Pty Ltd with its own ACN number. The combinations are endless. And when it comes to trusts don't get me started.

Something to think about. If Coca-Cola Bottlers Pty Ltd changed the name of Coca-Cola to Cocacobana-Cola could they still claim that it is as being the product that was developed in 1800 and whatever? Probably.

What if Coca Cola Bottlers Pty Ltd sold the business to Big Jack's Soft Drinks Pty Ltd

? Could Big Jack still claim Coca Cola as being the same product with the century old history? Probably.

What if Jack then changed the name of Coca-cola to Cocacobana Cola? Could he still claim its history? Coca Cola could so I guess he could too. What if he changed the ingredients? Still Coke? Well, how many times have Coca Cola changed their recipe and still claimed its history?

Point is no matter how many name changes and trading name changes a product might have. As long as you can track it's path, it is still the same product. It has just evolved.

Please don't question me as to why I have repeated myself in a dozen different analogies ('tis my way) or ask me to repeat myself (I only write it , don't necessarily understand it).

------------------
mens sana in corpore sano - a sound mind in a sound body

 

[Dan26]

I didn't profess to be an expert in law, so thanks for telling me what I already know.

My main point, is that Sydney and South Melbourne are "obviously" the same club.

Yes, "obviously"

 

[kevin sooky]

Thanks James2. In june I said they are not the same legal entity and was asked to prove it which I did. Now they try to argue "everyone knows they are the same entity" which of course, they arent.
Obviously Dan23 1/2 has partaken too much of the 1.99c Spumante since September.
I didnt read his inanities and profanity bust as how does Bluey let him get away with it, 1000 useless posts or not?

I would have thought the legal principal I am arguing would have been the equivalent of High School Legal Studies class. Obviously not.

 

[Roylion]

KS, seeing as you are an expert on legal principles I was wondering if you could help me on this.

I thought I was a member of the Brisbane Lions, but it appears that the Brisbane Lions are THREE clubs! There are three companies all with their offices at the Gabba!

Their details are:
Brisbane Lions AFC Pty. Ltd.
ACN: 074 818 116
Registered: 11/07/1996
Offices: Wooloongabba Qld. 4102

Brisbane Lions AFC Pty. Ltd.
ACN: 074 800 794
Registered: 11/07/1996
Offices: Wooloongabba Qld. 4102
Former name/s: Brisbane Lions Pty Ltd.

Brisbane Bears-Fitzroy Football Club Ltd.
ACN: 054 263 473
Registered: 16/12/1991
Offices: Wooloongabba Qld. 4102
Former name/s: "Brisbane Bears Football Club Ltd". and before that "New Bears Ltd".

Now 1991 is an interesting date. Didn't the Brisbane Bears enter the VFL in 1988? Therefore that must logically mean there have been two Brisbane Bears clubs! So there have been three COMPLETELY SEPERATE Brisbane clubs in the AFL.

Now which of these three "clubs" (companies) competes in the AFL ? However if the Brisbane Bears-Fitzroy AFC does not hold the actual AFL licence does the "Brisbane Bears-Fitzroy AFC", compete in the AFL? After all you are arguing that a legal company corresponds to a club. That is a new legal company = new club. Which company is the "real" Brisbane Lions?

Now I have another problem. I am also a current member of ...what I thought was the Fitzroy Football CLUB. However the Fitzroy Football CLUB consists of three clubs, which are.

FITZROY:

Fitzroy Football Club Ltd.
ACN: 005 881 201
Registered: 9/07/1981

Fitzroy Football Social Club Ltd.
ACN: 084 872 346
Registered: 11/11/1998
Now the secretary of this club assured me that if members of my family joined this company they would be members of "Fitzroy Football Club", with all entitlements and membership benefits.

Fitzroy Football Club Finances Pty. Ltd.
ACN: 054 990 420
Registered: 17/02/1992
This manages the finances of the Fitzroy Football Club and has since 1992 when Fitzroy were in the AFL.

Which is the real Fitzroy Football Club? Actually if it is the first company listed above, the Fitzroy Football CLUB only started in 1981, didn't it? And here's me thinking it started ninety-eight years earlier in 1883! I'll contact the secretary and let him know that the club has been in error all these years. All Fitzroy Football Club records before 1981, should not be counted, as the registration of the company took place in 1981, therefore starting a NEW CLUB.

Actually hang on, I'll bet there a few other AFL "clubs"....sorry..... 'companies' in this boat as well. Well it's going to involve a few time consuming changes in the record keeping at the current "club"...sorry again..... (using the word 'club' is just a bad habit).... "company" a little difficult, but them's the breaks! Actually the Richmond Football Club was only registered on 21/6/1979, so they can only start their records from here. Would you agree with this KS?

By the way could you check out Sydney Rules Ltd? ACN: 002 984 509 Registered 28/08/1985. It was a subsidary company of Powerplay and held the Sydney Swans VFL licence from 31st July 1985 until 7th May 1988. Apparently we had another shortlived "Sydney Swans club" from this time.

Well Sook, you've convinced me. See I thought in the whole history of the AFL/VFLcompetition there had only been nineteen clubs entered. The present 16 Fitzroy, Brisbane Bears and University. Now it appears that there have been at least 35 different CLUBS, including about 5 Sydney Swans clubs, 2 entities for each of the traditional remaining 10 Victorian clubs, (20 clubs), the other 4 interstaters, University, Fitzroy #1 (pre 1981) and Fitzroy #2 (1981 onwards, Brisbane Bears #1 (1988-1991 ) and Brisbane Bears #2 (1991-1996) and possibly Brisbane Lions (1996- ). There's possibly more to be found with a little more investigation.

I hope you have the concentration span to read through another long post and it doesn't get too boring for you. I'll understand if you you don't make it to the end.

I hope you agree with all of this. When was Collingwood registered by the way?

 

[Roylion]

Actually KS, I guess the law overides what is daintily perceived by sad South Melborne supporters..or Collingwood supporters....or Essendon supporters...or Carlton supporters....etc.etc.etc.

 

[Danni]

RoyLion, I think you might find the 1991 date for the Brisbane Bears, being when they came out of private ownership.

 

[Dan26]

Got im again, Roylion.

I suppose the conclusion is that despite businesses and legal entities changing, the actual football clubs that plays out on the field, is still the same.

It's funny how the Sydney team of 1982, had the same playing list (except for transfers and retirements etc) as South melbourne in 1981. What a coincidenc !!!! If the club was different, then why were all these players on the new clubs list. I say new, becasue apparently, South and Sydney were different clubs. Obviously, in reality they are NOT different, because the same playing list remained with Sydney as was with South Melbourne.

Bottom line is, if the AFL records them as being the same, then they are the same.

When they "moved" to Sydney, they had the same colours, emblem, players and history. If it was a brand new club, then logically, all the South players would be out of a job, and would need to be recruited by the other 12 clubs, including the new entity. This didn't happen. But Sooky is to stupid to realise this.

It's a stupid argument, really. Obviously, South Melbourne and Sydney are the same club.

Obviously.

 

[James2]

Roylion,

The companies named Brisbane Lions AFC Pty Ltd are, as their ASIC records seem to indicate, the same company. Why they have different ACN's, I don''t know. I would presume that this is the social club.

Brisbane Bears-Fitzroy FC Ltd is the company that operates the AFL licence.

The same applies with Fitzroy.

FFC Ltd is the company that operated the licence (when they had one).

FFSC Ltd is the social club, which I presume, is owned by the FFC Ltd.

The other company, is a company established to run the FFC's finances.

As for your arguement about when clubs come into existence. The Fitzroy Football Club Ltd (as of 1981) was a different legal entity to the Fitzroy prior to that date, in so far as post 1981 they were an incorporated company. I would agree however, that they are the same club.

As for the arguement regarding Sydney and possible previous incarnations of Brisbane, I hope this illustration helps:

1) The TFL purchases a licence to operate a football club from the AFL.

2) A company is established to operate the licence, it is called Tassie Ltd. The franchise is named Hobart Devils Ltd.

3) Tassie Ltd goes broke and is wound up ie. it no longer exists.

4) A new company is created, Hobart Devils FC Ltd, to operate the licence. The franchise is still called Hobart Devils.

5) The players for Hobart Devils A, are employed by Tassie Ltd (the company operating the licence). The players for Hobart Devils B (maybe the same) are employed by Hobart Devils FC Ltd, a different company. Therefore Hobart Devils A and Hobart Devils B are different clubs.

6)The fact that they are operating of the same licence, does not make them the same. The licence does not determine what the club will be called or were it will play. All it does, is permit the holder, to operate a football club.

I hope that convinces you Dan...

[This message has been edited by James2 (edited 27 November 2000).]

 

[Roylion]

James 2 and Dannii, I am quite aware of what each of the Brisbane Lions companies and the Fitzroy Football Club companies do. The point I am trying to get across is that a sporting club such as an AFL club can operate several companies and that the argument put forward by KS that a sporting club directly equates to ONE legal entity is fundamentally flawed. If a company is wound up, but the sporting club it runs is not wound up and liquidated, then the sporting club still exists. This is what appears to have happened with the Swans There is no question that the South Melbourne Football Club Ltd. moved to Sydney and trading as the Sydney Swans from 1981-1983. There is no doubt that the South Melbourne Football Club changed its name to "Sydney Swans Ltd." on 14th May 1983, and that they held the VFL licence at that point. There is no doubt that by 1985 a subsidary company of Powerplay, called Sydney Rules Ltd. held the VFL licence for the Sydney Swans in that year up until 1988. Yet a new club was not not started and in fact was a continuation of South Melbourne CLUB.

James 2 you say you regard Fitzroy as the same club pre-1981 and post 1981, despite being registered only that year. Why? I agree with you, but in the same breath if that is the case, then the Brisbane Bears must also be the same CLUB pre 1991 and after 1991, despite a new company being registered in 1991, and despite your example given above. The Brisbane Bears had a new company, moved to a new area, a new uniform, but as a sporting club they competed in the same competition and under the same name and had the same licence, etc. The AFL has ruled that the Brisbane Bears records and club exists from 1988, when it entered the VFL and a Brisbane Bears licence was created.

As to the merger..well FFC Ltd. and Brisbane Bears Ltd. were NOT merged, What was merged and I have the full Deed of Company Arrangement in front of me as I type this is the CLUB OPERATIONS of the two clubs. This is a legal document outlining was to happen at the time in 1996 and for the ensuing seven years. Now does this make a new CLUB. Some will argue 'yes' and some will argue no, for various reasons. Certainly there has been a concerted effort to incorporate the Fitzroy identity and ethos as well as the name and other trappings into the Brisbane Bears club, so in that respect you could say a merger has been effected.
If I set up "Roylion Ltd" and bought the licence for the Brisbane Lions thereby replacing the "Brisbane Bears-Fitzroy Football Club" as the licence holder of the Brisbane Lions and therfore competing in the AFL , would this automatically mean that the Brisbane Lions are a new CLUB in the AFL and therefore any records for the CLUB would have to be started again.

Where does it end? The whole argument has been over whether South Melbourne and Sydney Swans are the same CLUB or not? The AFL and the Sydney Swans has made a ruling that it is. Kevin Sooky claims that it isn't because the legal entities are different. However it appears that the legal entity has possibly changed up to five times since 1981. It is of course ludicrous to say that there have been five different sporting clubs in Sydney called the Sydney Swans playing in the same colours, the same emblem, the same competition, the same city, with the same coteries, supporter base, often the same directors, CEO and other officials. A sporting club is much more than just a single legal entity, which solely exists for the purposes of trading.

 

[James2]

Roy,

The reason I believe that the pre 1981 Fitzroy is the same as the post1981 Fitzroy, is because what occurred is the Fitzroy Football Club became an incorporated company. It is essentially the same association, except that it decided to become a registered company.

In regard to Sydney, what you describe, may well have occurred. The AFL says they are the same club, because the public identifies them as the same club due to the fact that they wear the same colours and play at the same ground. Also, it would be difficult to explain the nuances of corporate law to lay people. To state, however, that they are the same club because the AFL says they are, is a flawed analysis. To conclude this point, if a club is identified simply by its name etc etc, then clearly, the Western Bulldogs are a different club because they changed their name, or the South of 1981 is different to the Sydney of 1982 because they reolcated. This arguement is baseless.

In regard to your arguement that a company may be wound up, but the club still exist:

1) Remember, a company exists to operate a licence. If no company exists to operate the licence, then there is no club, just a licence. You are right, to a certain extent, when you state that there is more to a club then a company existing for the purposes of trading. However, an insolvent company can't trade. As operating a football club licence is one of its commercial operations, it would be unable to operate the licence, therefore the club would fold. Intangible things, such as team colours etc, don't keep a football club afloat, they can only exist so long as the club exists.

2) Social Clubs etc, are seperate legal entities to the operating company. In the AFL, the operating company usually owns the social club. If this was not the case, the SC would still exist. It is a seperate legal entity.

3) In regard to private ownership,

If the transfer involved just the licence, then a new club would be formed, because a new company would need to be established. This would usually occur when the company is in liquidation, and the administrator sells the licence as one of the company's assets.

If the club was sold lock, stock and barrel, then technically a new club would be created, in regard to the fact that profits would go elsewhere. For all intents and purposes though, it could be argued that it is the same company etc. in different hands, therefore making it the same club.

------------------
Man is a god in ruins.

[This message has been edited by James2 (edited 28 November 2000).]

[This message has been edited by James2 (edited 28 November 2000).]

 

[kevin sooky]

Roy

If I owned the business "Tim Tyres" and then sold it to you, would you be entitled to the profits I earned? No, because I am a different legal entity.

Arnotts biscuits are now owned by a foreign company. They are still Arnotts biscuits in your book so it deosnt matter. But you know it does b/c a different legal enetiy owns them and the profits as a reult are going out of Australia. It is not an Australian company. It has adopted a facade that used to belong to an Australian legal entity.

Now I am not responding to any abuse, I am being serious here. I can certainly understand what you are arguing, I know what James2 and I are saying is not easily accesible to the general public, but as a matter of law it is correct. The fact that the public does not perceive a change does not mean there has not been one. Dan misses that point too.

I did not resurrect this post as you now seem to acknowledge ( by not contradicting my last comment on this matter)

I am not going to post anything else here. I know you cant be convinced, so be it. In my mind and that of James2, together with our training ,we know what the legal view point is. If you dont agree, fine, keep on supporting the Lions and I wish you success, which is something I do not wish for BSA or DAN.

 

[ShepBoy]

Yep. Not the same legal entity it would seem.