Tag Archives: SPCK

Charity Commission releases report on the SPCK/SSG Bookshops

Saint Stephen the Great: Charity Commission inquiry

IT’S TAKEN A LONG, LONG TIME but today the Charity Commission has at last issued its assessment of the Brewer brothers’ gross mishandling of the former SPCK Bookshops.

The nine page report (available here) fails to identify the Brewers by name but nonetheless makes damning reading as it brings to light huge irregularities in a wide-ranging and complex inquiry that examined four specific areas:

  • Conflict of interest/loyalty, trustee benefit and self-dealing
  • Exposure to financial liability of the company and the trust
  • Bankruptcy proceedings in the United States of America
  • Potential damage to public trust and confidence

After a brief introduction to the Saint Stephen the Great Trust and Company, the report  identifies the issues under investigation, summarises the Commission’s findings, reviews the interim manager’s activities and findings, and draws the following conclusions:

The interim manager concluded that the trustees had mismanaged the trust. There were unmanaged conflicts of interest and loyalty related to directorships of associated companies and contracts entered into by some of the trustees.

The inquiry considered that some conflicts were so intrinsically linked to the trust’s administration that they could not be managed. The inquiry was concerned that the trustees’ lack of ability to manage conflicts of interest and loyalty arising from their involvement in connected organisations could lead them to consider it appropriate to use the trust’s funds to satisfy the liabilities of the other entities.

The inquiry highlighted poor governance, lack of due diligence and inadequate record keeping on the part of the trust trustees and the company directors. Trustees are under a duty to be prudent with the charity’s assets, the lack of prudence in this case and the lack of trustee awareness of their responsibilities has led to the demise of the trust and the company.

The interim manager concluded that it would be expensive and risky for the trust to restart managing the shops. There was no prospect of new trustees wishing to manage the trust and no evidence that beneficiaries or interested parties wished the trust to continue. It was in the trust’s best interest for it to be wound up with surplus assets transferred to charities with similar objectives.

The inquiry concluded that there had been serious mismanagement and misconduct of the trust and company by the trustees.

It then goes on to outline the extent, cost and impact of the Commission’s regulatory action, briefly noting the vast sums involved:

Trust assets of £3,226,100 were safeguarded by the appointment of the interim manager and claims of £4,171,710 were managed. £1,928,853 was disbursed in settlement of claims and £144,486 was disbursed to Orthodox communities.

Finally, the report considers issues for the wider sector, highlighting lessons to be learned from the failings noted and highlighting the duties and responsibilities of charity trustees, who must always:

  • act only in the best interests of the charity
  • actively manage actual or potential conflicts of interest
  • familiarise themselves with the appropriate legal requirements and take professional advice
  • keep proper accounting records and an adequate audit trail

Sadly, as well as failing to name those responsible for this Christian book trade disaster, the report also fails to consider the human cost for those caught up in it — the distress, hardship and misery caused to so many — noting only that “Thirty four of the shops’ ex-employees submitted redundancy claims” and that “Settlement of the redundancy claims from ex-shop employees was made and claims were paid in 2009 and 2010.”

Final settlement with SSG worth “over a million pounds” (updated 12/10/2013)

SPCK Trustees' Report and Accounts for the year ended 30th April 2013 (pdf, 1.7mb)

SPCK Trustees’ Report and Accounts for the year ended 30th April 2013 (pdf, 1.7mb)

THE FINAL SETTLEMENT between SPCK and the Brewers/SSG was worth “over a million pounds” according to the Rt Revd John Pritchard in his Chair’s Overview in the Society’s 2013 Annual Report. This income, he continues, has strengthened SPCK’s “overall financial position” and enabled them to support the pension fund set up for former shop workers. He also acknowledges that it has been a painful process, particularly for those workers:

The very long legal struggle with the Saint Stephen the Great Charitable Trust (SSGCT) has finally been concluded with a settlement involving the value of the remaining shop freeholds, which were already in the process of being sold or prepared for sale. This represented over a million pounds, which has strengthened our overall financial position and is helping us to support the Designated Fund dedicated to paying into the pension scheme that was operating in the days of the shops. We are very glad to have brought this difficult matter to a conclusion at last. It has been painful for everybody, and particularly for the staff of our former shops. The settlement is good news for SPCK and good news for the church.

Update, 12/10/2013: AGM Records Vote of Thanks

The following note has now been posted on the SPCK news page as part of the Society’s AGM report:

We reached a resolution with Saints Stephen the Great Charitable Trust and the million pounds recovered will help to strengthen the pension fund to the benefit of our former bookshop staff who were in the scheme.  The valuable service which the SPCK shops gave to the Church and to their communities over many years was acknowledged with a vote of thanks and appreciation to all those who had been part of this ministry.

Freeholds Reclaimed, Disbursements and Pension Fund top-ups promised as SPCK settle dispute with SSG

IT’S BEEN A SLOW TRAIN COMING, but SPCK have at long last drawn a line under their long-running legal dispute with SSG, the charity set up by Phil & Mark Brewer to run, but which ultimately ruined, the the former SPCK bookshops. In a news bulletin posted yesterday, Friday 14th September 2012 — just short of six years since the original handover of the shops to SSG was announced — SPCK declared that it had “finally concluded” the matter with “a predicated settlement involving the return of some shop freeholds or their realised value” and further anticipated “substantial disbursements – as yet unquantified – and legal costs which will be clarified in the coming months.”

Describing the settlement, Simon Kingston went on to say,

In particular, SPCK is committed to paying substantial sums into the fund relating to the pension which was operating in the days of the shops.

Congratulations must be made to Simon in particular for his quiet determination and persistence in pursuing this matter to a conclusion. The damage done by the Brewer brothers can never be undone but most of those who suffered at their hands should now be able to begin to look forward to a brighter future and, hopefully, some measure of restitution.

SPCK News: SPCK Legal Dispute Concluded

SPCK News: SPCK Legal Dispute Concluded

Full Statement: SPCK Legal Dispute Concluded

SPCK is pleased to announce that it has finally concluded its long legal dispute with Saint Stephen the Great Charitable Trust. Simon Kingston, CEO and General Secretary, says: “We are very glad to have brought this difficult matter to a conclusion at last. It has been painful for everybody, and particularly for the staff of our former shops. We therefore welcome the news that SSGCT is unlikely to continue as a charity.

“We are now in a better position to focus all our energies on our core aim of bringing knowledge of the Christian faith to the whole world.”

As part of the agreement, SPCK receives a predicated settlement involving the return of some shop freeholds or their realised value. This will be reflected in SPCK’s annual accounts. However, we anticipate substantial disbursements – as yet unquantified – and legal costs which will be clarified in the coming months.

“Funds from this settlement will be vital at a time that is so challenging financially,” said Mr Kingston. “In particular, SPCK is committed to paying substantial sums into the fund relating to the pension which was operating in the days of the shops.”

The Rt Revd John Pritchard, Bishop of Oxford, Chair of SPCK, also welcomed the announcement. “This is good news for SPCK and good news for the Church. Now that this is resolved, SPCK can look to the future with confidence.

“And there is plenty to celebrate. Last year, for example, SPCK gave away 12,000 International Study Guides to students training for ministry in some of the poorest parts of the world. Closer to home, the (free) Assemblies website had 37 million hits, and the charity sold over a third of a million books in the UK and another 300,000 overseas. There are more exciting developments in hand for 2012, including the launch of resources supporting literacy in prisons.”

 

Final Former-SPCK Bookshop Expels Philip Brewer: Durham Cathedral

Matt Wardman writes:

Today we have a victory: the last bookshop in the country to remain in control of J Mark and Philip Brewer, the Shyster-Charlatans who have taken hundreds of thousands of pounds from the chain, while abusing and exploiting staff, has been closed. It was in Durham Cathedral, and will soon be re-opened under proper control.

20100121-durham-cathedral-sanctuary-knocker-flickr-artiii-2557245050 de57bb76db

Durham Cathedral Sanctuary Knocker

Photo credit: Artiii on Flickr

This our most important milestone for some months, and we are pleased that Durham Cathedral have acted. As Dave Walker at the Church Time blog has put it:

The end of St Stephen the Great in the UK

The Durham Cathedral shop was the last remaining former SPCK bookshop run by the St Stephen the Great charity (SSG). SSG were given the bookshops by SPCK in 2006.

This is the full text of the notice at the Durham Cathedral website:

The Cathedral Shop temporary closure

The Shop which was managed by St Stephen the Great is now closed.

A new shop under the management of The Cathedral Chapter will open in due course.

Please check the Cathedral Website for the latest news.

(Posted on Friday 22nd January 2010)

No more comment yet, but we are all allowing oursleves to dance a small jig at this point.

However we are still watching, because there are the interests of the members of staff at stake here, and then there will be the small question of what sort of shop will be reopened.

20100121-durham-cathedral-sanctuary-knocker-flickr-artiii-2557245050 de57bb76db

Stories of Unpaid Creditors 1: Employment Agency £15.5k

Matt Wardman writes:

We have been highlighting Brewer non-payment of creditors for a long time now, mainly through data about unpaid creditors and more than £1m of debts from the period summer 2007 to summer 2008, which came into the public domain when J Mark Brewer purported to take “Saint Stephen the Great LLC” into Bankruptcy in Texas in 2008.

This is only the tip of the iceberg, however.

Throughout the period 2008/9 the recruitment agency staff were supplied to the latest operating company (ENC Ltd) running the former-SPCK Bookshops, even while the Charity Commission were investigating Brewer mismanagement. As with the previous generation of creditors shafted the year before, invoices were simply not paid. In this case the debt is £15,500.

Thanks to Paul, who left this comment on our “2 week warning” post on December 7th.

We are the recruitment agency that supplied the staff to the Brewers during 2008 / 2009.

Although we had a good working relationship with Philip Brewer at the start we have been left out of pocket to the tune of £15,500.

We thought that supplying staff to a Christian organisation would have been to some extent a “safe bet” only to be proved wrong.

We are an independent agency and losing this amount of money is, as you can imagine a huge blow to us. As we were supplying ENC Shop Management we probbly have no claim from SSG charity.

May I add that throughout this relationship all staff were paid in full every week and no one other than ourselves are out of pocket.

It’s very sad reading through the posts that the Brewers won’t tough up and pay their creditors. Since they are based in the USA we are finding it increasingly difficult to speak with them, but we’re not going to give up.

Our comments:

  1. We applaud that you have treated staff fairly despite the way you have been treated.
  2. Mark and Philip Brewer run a Christian organisation? Yes – like water runs uphill!
  3. They seem to simply ignore words until people give up and go away – and plenty have written debts off, but have been known to respond to embarrassment or legal action. They may be past responding to embarrassment now.
  4. We have no real knowledge of the position of ENC Ltd, or if it has assets which can be recovered – but I think that they will happily stonewall creditors until the cows come home.
  5. The only company that we *know* is trading is that running the Durham Cathedral Shop.


“Former-SPCK” Creditors: Letters to Church Times, The Bookseller

Matt Wardman writes:

I mentioned in a previous posting that we had written to a number of outlets to publicise the call for Creditors of the former-SPCK bookshop chain, and to raise a number of concerns about the way the brevity of the deadline, and the narrowness of the subset of creditors likely to see a notice placed only in The Bookseller.

Edited versions of our letters have been published in both the Church Times and the Church of England Newspaper, and the full letter in The Bookseller. Christian Marketplace has also carried an article on their website about the Call for Creditors.

We hope, in particular, to start a wider debate in the Book Trade about the nefarious activities of the Messrs Brewer over the last several years, which is long overdue.

In our view, and based on published and unpublished information, a criminal investigation is more than merited.

The Church Times edited out the bits about the deceptive 2008 Bankruptcy attempt in Texas. We are grateful to all publications which carried the letter.

This is the full text of our letter to The Bookseller:

Call for Creditors of Saint Stephen the Great Trust to come forward

Dear Sir

We write as the editors of the SPCK-SSG News Blog (spckssg.wordpress.com). We have been working, with many others, to scrutinise the management of the former-SPCK bookshop chain for 2 years now.

The chain of bookshops was taken over in October/November 2006 by a charity controlled by J Mark Brewer and Philip Brewer, and has been gradually run down since that date.

At least 7 different corporate entities have been used to in managing the chain. These comprise 3 charities (1119839, 1119839-1 and 1109008), 3 private companies (FC028292, FC028290, FC028291), and a Company Limited by Guarantee (06110519); some have similar or identical names, and all were controlled at the outset by various permutations of Brewer family members.

After complaints in 2008, and after a Charity Commission “Section 8” investigation (case ref WTF 1119839/685451), in April this year an “Interim Manager” was appointed to oversee the Saint Stephen the Great charity (1119839), and the Saint Stephen the Great Charitable Trust ( 1119839-1).

Last week The Bookseller included a notice from the Interim Manager, suggesting that “Creditors who believe that they have a valid claim against the Trustees of St Stephen the Great Charitable Trust incurred before 1 July 2007, should write to the Interim Manager at Begbies Traynor (Central) LLP, 32 Cornhill, London EC3V 3BT under ref S8703 before the close of business on 16 December 2009.” This notice causes us several concerns.

As far as we are aware the notice has only been published in The Bookseller, while the SPCK chain was a business with worldwide links. SPCK creditors may include English Cathedrals, communion wine suppliers, development charities, craft businesses, religious communities in the UK and overseas and others. How can such a range of creditors can be realistically expected to respond to a notice with a 3 week deadline in a booktrade magazine, posted up to 3 years after the relevant debts were incurred?

In summer 2008, J Mark Brewer attempted to take an organisation, which he called “St Stephen the Great, LLC”, into bankruptcy in the South Texas Bankruptcy Court (case 08-33689-H1). His court submission failed to identify the UK bookshops under his control, but did provide a substantially accurate listing of unpaid debts which had arisen over the previous 12 months. This included several hundred creditors, and more than £1m of debts. This case was subsequently dismissed “with prejudice”, and Mr Brewer – himself a lawyer and former Congressional Candidate – required to pay a penalty and take remedial education in the area of Legal Ethics. Under the quoted cutoff date of July 2007, many debts identified in these court submissions may be ruled out of a possible settlement.

We encourage all potential creditors to get in touch with the Interim Manager using the contact details in the notice, and/or those given on the Charity Commission site; these are stsgct@gothamerskine.co.uk via email, or by phone on 020 7490 1880.

We also hope that specific contact will be made with creditors identified in the Court Documents, who are potential creditors even within the restricted period, and that the deadline for responses will be extended to a more realistic date.

Yours etc

Phil Groom. Editor, UK Christian Bookshops Directory, christianbookshops.org.uk
Matt Wardman, SPCK-SSG News Blog, spckssg.wordpress.com


And our letter to the Church Times:

Call for Creditors of Saint Stephen the Great Trust to come forward

Dear Sir

First of all we must thank the Interim Manager appointed to oversee the Saint Stephen the Great Charitable Trust, and Saint Stephen the Great, charities for his work in “stopping the rot” in the former-SPCK bookshop chain, and recovering the shops (Durham Cathedral Bookshop excepted) from Philip and J Mark Brewer. At least we are now on the way *out* of the woods.

However, we note that last week The Bookseller trade magazine included a notice from the Interim Manager of the Saint Stephen the Great Trust, suggesting that “Creditors who believe that they have a valid claim against the Trustees of St Stephen the Great Charitable Trust incurred before 1 July 2007, should write to the Interim Manager at Begbies Traynor (Central) LLP, 32 Cornhill, London EC3V 3BT under ref S8703 before the close of business on 16 December 2009.” This causes us some concerns.

We have been working to scrutinise the mismanagement of the former-SPCK bookshop chain for more than 2 years now, and we are concerned by several aspects of the statement made by the Interim Manager.

The Interim Manager is completely right that this whole affair has been made fearsomely complex by the use by J Mark and Philip Brewer of at least 7 different corporate entities to obfuscate their actions over the last 3 years. These comprise 3 charities (1119839, 1119839-1 and 1109008), 3 private companies (FC028292, FC028290, FC028291), and a Company Limited by Guarantee (06110519), some of which have similar or identical names, and all controlled by various permutations of Brewer family members. There was also an 8th alleged corporate entity, SSG LLC, which appeared in J Mark Brewer’s sworn submissions to the South Texas Bankruptcy Court in summer 2008, but which turned out to exist only in his imagination.

The USDAW Employment Tribunal action, which was settled out of court earlier this year, was impeded by this complexity, and a lack of clarity as to which entity J Mark and Philip Brewer were acting on behalf of at different times, whether their actions at each point were legal or not, and their peculiar reluctance to keep written records. In the end USDAW had to name three separate bodies as respondents because it was not clear which entity employed and managed different members of staff at different points in time. If the Interim Manager had not commendably reached a negotiated settlement, this Tribunal would be going round in ever-decreasing circles even now.

The notice as published seeks creditors of “St Stephen the Great Charitable Trust”, without identifying a specific charity number, and restricts the call to debts incurred before the end of June 2007. Given the confused governance and business relationships, we suggest that the Interim Manager needs to cast a far wider net, at least initially.

We are also concerned that the deadline for responses to the notice has been set for December 16th. The SPCK bookshop chain was a business with worldwide links, and the range of creditors may well include Cathedrals owed rent, communion wine suppliers, development charities, craft businesses, religious communities in Eastern Europe, a consulting engineer used to design an improvement scheme, and others. All of these creditor groups appear in the 2008 Texas court documents referred to above, and – despite the 2008 bankruptcy attempt having been fraudulent – we have found the records of debtors declared to be largely accurate.

We are a little baffled as to how such a range of creditors can be realistically expected to respond to a notice with a 3 week deadline in a Booktrade Magazine, posted up to 3 years after the relevant debts were incurred. Also, would a single notice adequately meet legal requirements where such a wide range of creditors are affected?

So we urge all creditors, and potential creditors, to get in touch with the Interim Manager using the contact details in the notice, and/or those given on the Charity Commission site, which are stsgct@gothamerskine.co.uk via email, or by phone on 020 7490 1880.

We have done what we can to bring wider attention to the published notice, but we hope that specific contact will be made with the hundreds of suppliers identified in the Court Documents, who are potential creditors even within the period before June 2007. Any debts before this date would be in addition to the more than £1m of debts identified in the 2008 Court submissions.

We also hope that the deadline for responses will be extended to a more realistic period, perhaps to the end of January 2010.

Yours etc

Phil Groom. Editor, UK Christian Bookshops Directory, christianbookshops.org.uk
Matt Wardman, SPCK-SSG News Blog, spckssg.wordpress.com
Simon Barrow, Co-Director, Ekklesia, ekklesia.co.uk


Debts of the former SPCK bookshop chain: Church Times letter

Matt Wardman writes:

We have a  letter published in the Church Times this week about the former SPCK bookshop chain. Kudos to the CT for putting it outside the paywall, where everyone can see it.

A fuller version, with a few points about the J Mark Brewer attempt (known to us as the Great Texan Wild Goose Chase) to dodge debts by putting a sort-of conflation of various bits of his organisations into Bankruptcy in South Texas, declaring lots of debts but none of the assets, is in this week’s Bookseller – but they don’t always put letters online.

Debts of the former SPCK bookshop chain

From Mr Phil Groom and others

Sir,

We must thank the Interim Manager appointed to oversee the Saint Stephen the Great Charitable Trust, and Saint Stephen the Great, charities for his work in stopping the rot in the former SPCK bookshop chain, and recovering the shops (Durham Cathedral Bookshop excepted) from Philip and J. Mark Brewer. At least we are now on the way out of the woods.

We note, however, the notice from him in The Bookseller last week suggesting that creditors “who believe that they have a valid claim against the Trustees of St Stephen the Great Charitable Trust incurred before 1 July 2007” should write to him at: The Interim Manager, Begbies Traynor (Central) LLP, 32 Cornhill, London EC3V 3BT, under “ref. S8703” before the close of business on 16 December.

This causes us some concerns. The Interim Manager is completely right that this whole affair has been made fearsomely complex by the use by J. Mark and Philip Brewer of at least seven different corporate entities over the past three years. These comprise three charities, three private companies, and a company limited by guarantee, some of which have similar or identical names, and all controlled by various permuta­tions of the Brewer family members.

The notice as published seeks creditors of “St Stephen the Great Charitable Trust”, without identifying a specific charity number, and restricts the call to debts incurred before the end of June 2007. Given the confused governance and business relation­ships, we suggest that the Interim Manager needs to cast a far wider net, at least initially.

We are also concerned about the deadline for responses. The SPCK bookshop chain was a business with worldwide links, and the range of creditors may well include cathed­rals, communion-wine suppliers, development charities, craft busi­nesses, religious communities in Eastern Europe, a consulting engineer, and others. All of these creditor groups appeared in Texas court documents in 2008.

We urge all creditors, and potential creditors, to get in touch with the Interim Manager using the contacts in the notice, and/or those given on the Charity Commission site stsgct@gothamerskine.co.uk, via email, or by phone on 020 7490 1880.

We hope that a specific contact will be made with the hundreds of suppliers identified in the court documents. We also hope that the deadline for responses will be extended to a more realistic period, perhaps to the end of January 2010.

PHIL GROOM
MATT WARDMAN
SIMON BARROW