Before LiberkeeThe record behind Huf's Phone as a Key

How Huf got it

How Secure ID reached Huf, and what Huf relied on

This is our account of 2011 to 2014, supported by the confidentiality agreement, the joint venture documents, Companies House and ICO correspondence, and the invoices, payslips and P45 that were produced in Michael Greaves’s name. We hold these documents and provide them on request.

The parties

The inventors. Phillip Shaw and Michael Greaves, directors of EUS Associates Ltd, which owned the IP, was the applicant on GB2516939A, and funded all of the research, development and professional fees for the system they called Secure ID.

L&A Consultants Limited. A UK consultancy (company 01843754, incorporated 1984) engaged in November 2011 to find investors, in return for a share of the resulting venture. The family that then owned it gave up control in March 2018; the company was renamed Lightbulb Analytics Limited in August 2020 and was acquired by Volaris Group UK Holdco Ltd, part of Constellation Software Inc., on 4 August 2021. It remains active. Its principal was the brother-in-law of Huf’s head of product development, which is how the introduction to Huf came about. L&A’s own product was a fleet telematics system, and it was L&A that later contracted Spaggetti to build the prototype app and platform on the inventors’ design.

Huf Hülsbeck & Fürst GmbH & Co. KG. Introduced by L&A in March 2012. Huf made two conditions from the first meeting: it would deal with a single entity, and the IP had to be capable of patent protection.

Spaggetti Limited. A small software company with no employees, assets or accounts in 2012. Its founders had worked in departments under Michael Greaves at a previous employer, and when developers were needed to build the prototype he introduced them; L&A engaged the company in June 2012. That introduction is the whole of his connection to it. It became the source of the development staff for the proof of concept, described to everyone, including Huf’s board members, as a body-shop contractor on day rates. The register shows it was renamed Autovators Limited on 19 December 2013 and dissolved in February 2016; a second company later took the Spaggetti name and was dissolved in November 2025.

What was agreed, and with whom

On 23 May 2012 the inventors signed a confidentiality agreement with L&A. A side document acknowledged Secure ID as pre-existing, as belonging to the inventors, and as “patent in progress”. The agreement excluded any right to own, disclose, market, transfer, license or sell the information or IP without the inventors’ written and signed consent. That agreement preceded every agreement with Huf.

Huf and L&A then signed a memorandum of understanding on 1 August 2012 and a Master Agreement on 10 December 2012 for a joint venture with two business streams: L&A’s telematics product with a Huf box, and Secure ID, subject to a proof of concept. The inventors were to receive equity in an enlarged L&A in exchange for a deed transferring the IP; that deed, the shares and any consideration were never completed, on our account because L&A repeatedly deferred them.

The joint venture, Huf Secure Mobile Limited, was incorporated in the UK on 3 January 2013 (company 08345977) with Sven Gennermann and Helmut Janus as Huf’s directors and Phillip Shaw and Adrian McMullan for the L&A side. Huf paid in its share capital. The proof of concept ran from March 2013.

What Huf saw

On 16 October 2013 Huf’s appointed directors, including Sven Gennermann, came to London to see Secure ID demonstrated at the contractual milestone in the Master Agreement, and signed it off as working. This was the full system: central authenticator, phone, vehicle-side access device, token issue and matching. Seven months later Mr Gennermann was named as an inventor on Huf’s own application for a system with the same three parts. The two documents side by side.

The false register entries

Through September and October 2013 Huf was treating Michael Greaves as the technical lead for Secure ID. The minutes of the work-in-progress demonstration of 25 September were circulated to him. He was among those Huf’s telematics product development manager thanked for their “time and ideas” after the resource planning meeting in Velbert on 8 October, and was asked the next day to contribute the software architecture to Huf’s roadmap to 2018. The joint venture’s five-year plan was waiting on his Secure ID research and development costs.

On 23 October 2013, at a meeting in Velbert, the Huf directors raised what they said was a conflict of interest: Companies House showed Michael Greaves as an officer of Spaggetti. That was the first he knew of it. Filings had been made in his name since October 2011: appointments as secretary and director, terminations and changes of particulars, seven in all, the last an appointment as director on 8 October 2013. He was never a director, secretary, employee or shareholder of the company and had never consented to or seen the filings.

One of those documents can still be read today. The annual return made up to 4 October 2013 and filed on 8 October 2013 remains on the company’s public filing history. It lists Michael Greaves as a company director, with a date of birth that is wrong, and as the holder of 120 of the company’s 500 ordinary shares, 24 per cent, alongside the four actual directors. The company’s officers page, by contrast, shows no trace of him at all, because the appointments were expunged. The false record and the fact of its removal can be compared side by side without taking anyone’s word for either. The annual return filed on 28 October 2014, nine months after the expungement, repeated the 24 per cent shareholding; Companies House told him it could not act on shareholder information.

He reported the matter to Action Fraud and to Companies House in October 2013 and told Huf he had done so. On his application the Registrar rectified the register on 15 January 2014, removing seven filings made in his name between October 2011 and October 2013: three appointments as director, one as secretary, two terminations and a change of particulars. The filing history now carries public annotations reading “removed from the register on 15/01/2014 as it was invalid”. Companies House confirmed the expungement to him in writing on 8 May 2014.

Two things should be said plainly about what Companies House did and did not do. It removed the filings on his application, as the registrar does when an individual reports material as invalid; it did not investigate. When he later asked its Breaches team to act, it replied in February 2015 that his account and the company’s “appear to contradict each other”, that it was “not in a position yet to decide on who is right or wrong”, and that it would not become involved in disputes; the company had maintained to Companies House that he had been a director. The Information Commissioner’s Office, reviewing Companies House’s handling in June 2014, wrote of “the privacy implications of a director/company secretary being falsely registered by a business on multiple occasions” and found Companies House “unlikely to have complied with the Data Protection Act”. The consent data used to authenticate the October 2013 appointment, released after that intervention, was a phone number, a place of birth and an eye colour. All three were wrong.

It helps to know how thin the check was. At the time, Companies House took no signature from a person being appointed a director. Its own WebFiling guidance says that “in place of a signature” the filer supplies three items from seven categories: town of birth, the last three digits of a phone, National Insurance or passport number, mother’s maiden name, eye colour or father’s first name. Nothing was verified against any other record; the three items were stored as the “consent to act”. Statutory identity verification for directors did not exist until the Economic Crime and Corporate Transparency Act 2023. Whoever filed the October 2013 form did not know Michael Greaves’s town of birth, his eye colour or his phone number. A person consenting to his own appointment does not get his own birthplace wrong.

The seven filings against what else was happening

Filing in Michael Greaves’s nameDateContext
Appointed director17 October 2011He was abroad. A month before the inventors’ meeting with L&A’s principal on 17 November 2011.
Appointed secretary; a termination26 October 2011Nine days later. The company’s own annual return was filed on 25 October.
Appointed director9 January 2012Two months before the first meeting with Huf on 27 March 2012.
Terminated; particulars changed6 January 2013Three days after Huf Secure Mobile Limited was incorporated on 3 January 2013.
Appointed director8 October 2013The day of Huf’s resource planning meeting in Velbert, after which Huf thanked him for his “time and ideas”. Spaggetti’s annual return, filed the same day, shows him holding 24 per cent of the shares. Fifteen days later Huf raised the “conflict of interest”.

All seven were removed as invalid on 15 January 2014. Whether each filing sat beside an agreement between Spaggetti’s directors and others is not something the inventors can say; they have seen no such agreements. What the public record shows is that his name came off the register in the week the joint venture was formed and went back on, with a shareholding attached, on the day Huf was planning the joint venture’s future with him in the room, and that this last filing is the one Huf produced two weeks later.

The filings did not come from a rogue keyboard. Spaggetti’s registered office on its annual returns from 2011 to 2014 was Military House, 24 Castle Street, Chester, the address of its accountants, Pursglove & Brown, and the October 2013 appointment form was submitted from that firm’s email domain. The forms in Michael Greaves’s name were made through the company’s own filing channel, using the authentication codes its accountants held. One of Spaggetti’s four directors from 7 February 2013, John Hunt, is listed on Pursglove & Brown’s own website as a member of the firm since 2006. The accountants who filed the forms and the company on whose behalf they were filed shared a director. The first of them, on 17 October 2011, was made while he was out of the country, which his travel records can show.

Around the same time, Spaggetti sent him zero-value payslips, with “expenses” deducted to the exact amount of the “salary”, and Autovators issued a P45 dated 31 March 2014 recording £7,051 of pay and nil tax for an employment that never existed. Huf’s German lawyers put it to the inventors that Spaggetti claimed Michael Greaves had been its employee. He asked Spaggetti for the contract of employment and made a subject access request for whatever it held in his name. No contract of employment was ever produced, by Spaggetti, by Autovators, or by Huf, and none has been produced since. In November 2013 a letter was also written on Spaggetti’s behalf by a person describing himself as its company secretary, at a time when the register showed Michael Greaves in that role.

From October to December 2013, while all this was going on, Spaggetti and L&A invoiced the joint venture for Michael Greaves’s services and expenses at more than £7,000 a month plus VAT. He performed no work for either company and was paid nothing. Huf was told so in writing.

What Huf did with it

On 5 November 2013 the inventors met Huf’s directors at the offices of Huf’s German corporate lawyers and put before them the register listings, the police report, the signed confidentiality agreement and the side document recording the origin of the IP.

On 19 December 2013 Huf removed L&A from its shareholding in the joint venture, telling the inventors it did so for dishonesty; the L&A-side directors resigned the next day. On the same day, 19 December, Spaggetti’s change of name to Autovators was filed and certified; the members had passed the resolution the day before, on 18 December.

We believe that rename was not a coincidence. The register shows that Spaggetti took on three new directors in February 2013, a month before the proof of concept began; that L&A and Spaggetti had signed their own sub-contract shortly before L&A signed the Master Agreement with Huf, which forbade exactly that; that the members resolved to rename the company Autovators on 18 December 2013, the day before Huf removed L&A, and filed it the day Huf did so; that it filed no accounts after January 2014; and that it was dissolved on 23 February 2016, the same day as Huf Secure Mobile Ltd. Autovators’ own accounts to 31 January 2014 show no intellectual property on its balance sheet: cash of £34,190, debtors of £5,206, creditors of £39,279 and net assets of £117. The IP did not pass through Autovators as an asset. Our position is that the renamed company was the vehicle for the false association with Michael Greaves, for the invoices in his name, and for the ownership claim put to Huf, and that the work itself reached Huf through the joint venture, as the next section shows. What arrangement was reached between Huf, L&A and Spaggetti around 19 December 2013, and what Huf gave for it, are questions only Huf can answer.

Between January and April 2014 Huf disclosed that L&A and Spaggetti, by then Autovators, were claiming to own Secure ID. As it was described to the inventors, the claim rested on an affidavit from Autovators’ directors that they owned the IP, presented to Huf together with the P45 and the assertion that Michael Greaves had been their employee, and on the register entries naming him as their officer. The inventors have never been shown the affidavit; Huf holds it. Huf stopped paying the inventors. The inventors reminded Huf in writing that the IP was theirs under the confidentiality agreement, with or without a patent. On 22 May 2014 Huf filed its own patent application. In July 2014 it set up Huf Secure Mobile GmbH in Velbert. In February 2015 it announced the technology as its own invention.

Where the work went

Huf’s own filings for the joint venture company trace the route. Huf Secure Mobile Limited was incorporated on 3 January 2013 with 417,000 shares, 187,650 of them allotted to L&A and 229,350 to Huf International GmbH, none yet paid. By its return of 18 February 2014 all 741,350 shares were held by Huf International, fully paid in cash; L&A’s holding had gone. The accounts for 2013, the proof-of-concept year, show a loss of £834,590 funded by Huf International, with Huf Hülsbeck & Fürst named as ultimate parent. The accounts for 2014 state that the company “transferred its assets and liabilities to the parent company on 31 December 2014 and has ceased trading”, at book value. The Information Commissioner’s Office, in a decision of 4 December 2015, recorded Huf’s own statement that “any activities of the company which were still ongoing have been transferred to Huf Secure Mobile GmbH”, the Velbert company later renamed Liberkee GmbH. The joint venture’s capital was then reduced to £1 on a solvency statement signed by Helmut Janus and Sven Gennermann, who signed the application to strike it off on 20 August 2015.

Both that strike-off and Autovators’ were suspended by the Registrar within weeks because Michael Greaves objected to them, on 27 August and 1 September 2015, on the ground that both companies had failed to answer subject access requests he had made in May 2015. In the course of the ICO’s enquiry into that failure, Huf Secure Mobile GmbH supplied him with copies of invoices bearing his name, which the ICO records as the only personal data the company said it held. Both companies were dissolved on 23 February 2016.

Why this matters for due diligence. Huf’s claim to own Phone as a Key, as it was explained to the inventors, rested on an affidavit from a party Huf had itself just removed from its joint venture, telling us it did so for dishonesty, and on register entries that the Registrar has since removed from the register as invalid on Michael Greaves’s application. Anyone valuing that claim should ask what Huf relied on instead, and when it learned the entries had been removed.
Our position. By the time it filed its own patent application and announced Phone as a Key, Huf had seen Secure ID demonstrated and had signed it off; had been given the confidentiality agreement showing whose it was; had been told the register entries were fraudulent and the invoices false; and had removed the party making the ownership claim from its own joint venture. Proceeding in that knowledge is the heart of this record.

Documents

Documents marked “available on request” are provided to Huf’s and Sodecia’s advisers, counsel and journalists under appropriate terms. Items marked P are on the public record.