Dear DearSA
A "missing" call center and the stolen IP
The purpose of this article is to give my assessment of the recent fiasco at DearSA.
DearSAfrica NPO is a legally recognized and constitutionally protected non-profit platform that enables the public to co-shape all government policies, amendments and proposals. The platform was started in 2018 by Rob Hutchinson to improve public participation in South Africa and also challenge government on related issues – should government ignore the public submissions. The SA public is familiar with the online platform dearsa.org that allows members of the public to comment on various government legislation.
My dive into the story
Under ordinary circumstances I am not too surprised about corruption in the NGO Industrial Complex as I cover this extensively on my Youtube channel and in particular as it relates to the environmental movement. But DearSA is a special case, given that I host a podcast and I have had conversations with certain directors in the past on campaign related issues.
My conclusion below is after I went through the legal documents, spoke to every director and all other relevant parties involved. I also have source documents for the statements if anyone would like to dispute them.
Transparency
All directors were willing to answer all my questions and provide me the documentation when I requested them. If there is one allegation that cannot be labelled at DearSA then it is that there is a lack of transparency. In fact, I argue that the organization is too transparent, because outside contractors have a deep inside knowledge about the company’s accounts and non-redacted documents were posted on twitter with all their personal detail including ID numbers, phone numbers and addresses.
DearSA NGO vs DearSAfrica
As it turns out DearSA NGO is the name of the organization where Ted Blom and Sandra Dickson served on the directorship with Rob Hutchinson. The NGO was liquidated in 2021, as per the CM100 document the reasons for the closure include a series of failed board meetings, disputes over intellectual property and Rob Hutchinson wanting to keep sole mandate over the bank account and not grant the other directors access. The fallout resulted in a frozen bank account that led to liquidation as the largest donor, the Indigo Trust, wanted its money back. Blom and Dickson had no access to the funds until 3 days before the liquidation. By that time Hutchinson was removed as director through a disciplinary process.
It is worth mentioning that Hutchinson started a contract with the call center company Impact Now and there is an outstanding claim of R590000. The contract was only signed by Hutchinson and the board refused to pay it. The claim also doesn’t form part of the liquidation.
With this background DearSAfrica NGO (referred to as DearSA) is the organization that will be described in the rest of this article.
Background
After the initial setback, described above, Hutchinson founded DearSA and appointed two new directors in early 2020, Roman Cabanac and Gideon Joubert. Later in the year Chloe Castle a staff member joined them on the directorship. The first two are well known social media influences, Cabanac hosts the Morning Shot Podcast and Joubert is known as Peratus on twitter. Shortly after the team was put together, Hutchinson was advised by his legal advisor Daniel Eloff that it’s best practice to transfer intellectual property from his own name to DearSA as shown in the whatsup below.
Conflict of Interests
The following potential conflict of interests have been highlighted and are relevant to this article. (I stress the word “potential” and would like for readers to read through the article before they make a firm conclusion)
Roman Cabanac has a business partner Byron Shepherd who is also a co-host of the Morningshot Podcast. Shepherd is the CEO of PEX Insure and Nova Insurance. The companies operate in the UK, but they have certain operations in South Africa with call centers that are located in Newton Park, Port Elizabeth (Gqeberha).
Chloe Castle is married to a director of a call center company called Impact Now.
Both these companies have had contracts with DearSA to run a call center and as mentioned above ImpactNow already had a relationship with DearSA NGO, but Castle was not a director at that time. The current call center company is again Impact Now after the contract with Shepherd ended.
Disputes
As is usual with legal disputes, conflicting and often incommensurable narratives are built up with accusations of fraud and misconduct on either side, especially when emotions are loaded. At DearSA this was no exception. Why an internal organizational dispute would be solved on twitter especially given that charges and disciplinary hearings are ongoing remains a mystery to me, but perhaps that is the nature of social media.
The entire fiasco has been covered in detail online on youtube and notably by Chris Wyatt Africa, who I would like to thank personally for helping me make sense of this ordeal. I will briefly summarize the two major points of contention and the evidence or lack of evidence to substantiate either of them.
The nonexistent call center
Hutchinson is trying to steal intellectual property from DearSA
There are other disputes ongoing such as:
certain directors were underperforming for the last 2-3 months,
that there was bad financial mismanagement,
that certain directors had no access to the dearSA database,
Hutchinson told the board that lawyers worked pro bono when in fact they were not,
The directors were touching salaries up to R30 000 per month without it being approved by the board.
These claims are even if true are difficult to verify and a consequence of bad management as there seems from my standpoint no clear delineation of responsibilities in the organization. For example, it is very difficult from the contracts to find any Key Performance Indicators (KPIs) for any of the directors and the salary numbers are empty.
I am only going to focus on the two major claims.
The nonexistent call center
Claim: The Board’s intention was to oust Hutchinson in a hostile takeover and bring in Cabanac’s business partner Byron Shepherd in as director of DearSA. Roman convinced the board to replace the former Call Center company Impact Now with Byron’s Call Centre company based in Port Elizabeth. The allegation is that the entire contract was in fact fraudulent, and the call center did not exist.
When I asked Hutchinson about the call center this is what he said.
“Indeed, they never reveal the location as it did not exist”
My assessment.
Claim: The Board’s intention was to finally oust Rob in a hostile takeover and bring in his business partner Byron Shepherd in as director of DearSA.
It is not clear from what I have been presented that there were concrete plans to bring in Mr. Shepherd as a Board Member. But the evidence provided to me by Rob does show indeed that there is plausibility to the claim that they had plans to bring in Byron into a role that goes beyond the call center contract.
After pressing, one director did confirm to me and I quote “A few months ago, the Board held a discussion to potentially onboard Byron Shepherd as a Director of DearSA but this wasn’t concluded.”.
Hutchinson also provided me with the following email below that provides plausibility to the claim. The email does state that they had discussions with Byron, but they do make it clear that there had been “no formal offer”.
As it turns out the above emails do have a context and that is that Cabanac approached Shepherd to assist with the finances of the organization. Sheppard agrees to give it a glance given his expertise, and requested the following documentation.
After it became clear that DearSA couldn’t provide them and that the books were not in order (to be generous), Shepherd started asking tough questions regarding his contract and why he hasn’t been paid yet. That's the day that the bomb went off.
In terms of the plans to oust Hutchinson, they seem to be clear cut as is demonstrated in the minutes.
Claim: Roman convinced the board to replace the former Call Center company Impact Now with Byron’s Call Centre company based in Port Elisabeth.
The claim is substantiated, but the entire board including Hutchinson was aware of it. In fact, there is a contract that DearSA signed with Shepherd’s Call Center company.
Claim: The allegation is that the entire contract was in fact fraudulent, and the call center does not exist.
I phoned staff who used to work at the call center, and they claim that it exists, these were staff members that got retrenched and are angry at Shepherd. They have every reason to not support a narrative in his defense. The address (that I redacted) on the above agreement gives away the location of the call center and it ties up with the online adds ran on Facebook.
What isn’t clear is how the Call Center works in practice, but the staff member confirmed to me that at any given moment there is about 8 people located in the building answering calls that are shared between various organizations including PEX, Nova insurance and DearSA.
The call center allegedly only signed up 20 members (down from 300 to 400 new sign ups per month when DearSA was with Impact Now). After 2 months that does indeed sound like underperformance, but as Hutchinson is aware the agreement stipulated that the call center ‘s performance was the responsibility of DearSA.
Hutchinson decided without board approval to cancel the contract and then Shepherd, after having incurred the cost onto himself, sued DearSA for the losses. Before signing the contract Shepherd asked DearSA if they have money and they confirmed in good faith yes, but as it turns out the organization might actually be insolvent and never made serious money. Impact now was brought in again as the Call Center Company.
I find it difficult to see how anyone, the directors and Shepherd included would stand to profit from anything, given that the organization was in a jam and that Shepherd incurred the cost on the understanding that they would repay him and take it over after a 12 month period.
Rob is stealing IP
Claim: Rob is stealing intellectual property.
I asked for evidence of this claim and I was presented with an invoice from Waldeck Attorneys and Notaries that state’s the following.
“Drafting assignment and substitution documents in re 14 trade mark applications (from DearSA to Rob Hutchinson)”
In his affidavit, Hutchinson claims ‘that the transfer was never finalized and that he paid Waldeck himself.
What is clear to me is irrespective of how the events occurred and who paid the invoice, Hutchinson in his own statement admits that he had intention to transfer the IP from DearSA to his own name. He claims it is to protect the organization.
I will let the readers decide if Hutchinson is being credible but what is clear is that there is trouble at DearSA.
This is really good professional journalism.