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S&D Railway Trust

Discussion in 'Heritage Railways & Centres in the UK' started by Andy Norman, Feb 24, 2020.

  1. jma1009

    jma1009 Well-Known Member

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    Thank you Robin, and that is quite an important post by you, and can be interpreted via 'reading between the lines' as a cautionary warning to JJP? (Please correct me if I am wrong in my assumption and my 'double vision').

    Some of you have raised very pertinent matters today.

    The benchmark over all this is the rather odd impact and effect of the Landlord and Tenant Act (part 2) 1954.

    The current situation rather tests the 1954 Act to it's limits. We are not dealing with a commercial shop premises or a business unit in a usual Landlord and Business Tenant scenario. The Tenant has been in occupation for some 45 years, and currently has the lease of 1991 that runs out in a few days; that is a lease of just under 30 years which is pretty much unheard of usually in a commercial setting, given the current circumstances. Then consider the Landlord agreeing a new lease or extending the old lease by a further 50 years nearly 2 years before the old lease is due to expire; also unheard of in a commercial setting given the current circumstances; at least within my own experience of these matters.

    The implication of both the above (long leases) is almost as if the Landlord wants to exclude the provisions of the 1954 Act, though formally this can only be done by other means via a 'Consent' application to the County Court (and I dealt with plenty of these).

    As I have stated many times on here, the SDRT is solvent and has adequate reserves to fight the 'Notice to Quit' whether via the WSR PLC board starting proceedings before 10th February 2021, or the SDRT doing this themselves.

    Note, via the 1954 Act, if the SDRT does nothing, the 'Notice to Quit' becomes actionable in it's own right as a claim for possession come 10th February 2021 by the WSR PLC board.

    Costs and motives do play a considerable part in all this, as 'Nanstallon' (John) succinctly stated earlier today in one of the best posts on this thread. There was no 'letter before action' from the WSR PLC board's Solicitors, and overtures made via the SDRT to the WSR PLC board (actually JJP) have been rebuffed. (I wish I could quote you what JJP replied, but I am unable to).

    As to the WSR PLC, it had great difficulty in getting it's last set of accounts approved by the auditors, using much wizardry, and passing a board resolution to postpone the annual accounts. My view remains that the WSR PLC is technically insolvent.

    That the WSR PLC could do anything with Washford and pay for it after the scrapman has been in and removed the track in the yard and the SDRT buildings, is just fanciful.

    The WSR PLC board via it's Solicitors Clarke Willmott served a statutory 'Notice to Quit' in the standard form citing grounds s.30 (g) of the 1954 Act that the Landlord intends to use the premises for his own use or business.

    I have, personally, not a shred of doubt that the WSR PLC board won't be able to prove that they have the intention or the means to justify the SDRT leaving after 45 years or so with long leases previously and for the future, to the satisfaction of a County Court Judge to get over the hurdle of s.30 (g) grounds in the 1954 Act. They also won't be able to overcome a 'security for costs' application, or the 'summary judgement' procedure to allow them to even take part in the proceedings fully or at all.

    Cheers,

    Julian
     
    Last edited: Apr 17, 2020
  2. johnofwessex

    johnofwessex Resident of Nat Pres

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    So if the PLC ends up in court, Coronavirus or not they could in effect bankrupt themselves before getting to a hearing - or have to expose their parlous financial situation..............
     
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  3. MellishR

    MellishR Resident of Nat Pres Friend

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    If you are right, or even probably right, shouldn't the PLC's Solicitors be telling them to stop being silly?
     
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  4. martin1656

    martin1656 Nat Pres stalwart Friend

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    The problem is how do the PLC step back from an decision that looks to have been imposed on them by the chairman? It all hinges on the board deciding, this has gone to far, assuming their not all spineless yes men, in which case, they all have in effect voted to end their own company. as Julian has pointed out, the court action will bankrupt them, and come at a time when funds will be non existent following a years trading largely written off by the lock down, the only way out that I can see is that the steam trust, and WSRA have to join forces, and contact every shareholder and persuade them to give them their proxy, and vote out the board , elect a new board, and chairman, who can bring people together, I think Paul Whitehouse, might make a good chairman, rescind the eviction order, and then have a series of across body talks to map out the future, which must include the setting up of a new supporting body, and issue a new share offer in the company and launch an appeal for small shareholders to exchange their existing shares , and donate them to the new charity so in future it really is one railway, and everyone works towards that aim.
     
  5. Fred Kerr

    Fred Kerr Resident of Nat Pres Friend

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    AiUI the solicitors may have advised the PLC "not to be silly" BUT if the PLC has instructed the solicitors to act then the solicitor is bound to do so unless they withdraw. I have often noted that going to law should be considered as joining a game with fixed rules - one of which is that a client engages a solicitor then instructs him / her asto what has to be done whilst the solicitor can only advise the client and seek to follow the client's instructions as far as the relevant legal processes allow.

    As an outsider it appears that JJP is set upon a course of action that his legal advisors are currently prepared to accept - but for how long ?
     
  6. johnofwessex

    johnofwessex Resident of Nat Pres

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    The other issue of course is that the 'Support Organisations' need to have enough shares in the PLC to be able to exercise effective control. At the moment given the nature of the shareholders the board are accountable no no-one as there is no way at the moment for shareholders to hold them to account.
     
  7. RailWest

    RailWest Part of the furniture

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    Perhaps they have and have been ignored?

    To draw a parallel...there was a situation recently of which I am aware where person A instructed solicitors B to act for them in a matter against C. It was quite clear to those with even the most basic knowledge of the situation that much of what was written formally by B to C was, at best, 'clutching at straws' and, at worse, easily proven from existing records to be factually and historically incorrect. It was difficult not to assume therefore that A was happy to 'throw money at the problem, and that B were happy to continue to write in accordance with their client's instructions and charge their fees accordingly. Apart from the fact that in the end the matter went in favour of C, the 'downside' for C was that they had to keep spending fees for their solicitors to write to refute the rubbish being spouted by B (and in some cases repeated later on and then needing a further rebuff - and yet more fees).
     
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  8. 35B

    35B Nat Pres stalwart

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    A professional advisor may resign their appointment.
     
  9. Fred Kerr

    Fred Kerr Resident of Nat Pres Friend

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    Hence my final comment
     
  10. Matt78

    Matt78 Well-Known Member

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    Hmmm....lots of interesting comments but I think the bottom line is that without the specific facts of the situation (and only some of the facts are public, even with “inside knowledge” ) speculation is not really going to fill the gaps.(it does pass the time of day of course)

    oh, and I think Robin’s perceptive comment applies to both sides of the debate....

    regards

    Matt
     
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  11. Ploughman

    Ploughman Part of the furniture

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    As a bystander with no involvement with any of the parties in this mess.
    I think that whatever the outcome that the S and D trust may start to look for a new home anyway.
    As who would want to stay where they are felt to be not wanted by the operators of the line?
    Would they get any future cooperation from the WSR ?
     
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  12. Snifter

    Snifter Well-Known Member

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    The most powerful board member is the company secretary who has a duty on occasion to "advise" the chairman. In this case, the company secretary is Four Fifty Partnership Limited, a company based in Weston Super Mare. They are a firm of accountants who are either doing this as a paid role or are doing it for free. Accountancy companies know the value of money so it may be that the value of other work allows them to perform the role pro bono or as it is also known, a loss leader. Either way, there is no obvious loyalty to 22 miles of heritage tourist attraction in the same way that there may be significant loyalty to a valued customer who may provide them with numerous revenue streams.

    It does inevitably raise the question of possible conflicts of interest.
     
  13. flying scotsman123

    flying scotsman123 Resident of Nat Pres

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    Possibly, I suppose it depends if they feel the animosity is more widespread than just the chap at the top. It seems hard to imagine a scenario where the S&D Trust win and JJP goes on to have a long and settled chairmanship.
     
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  14. martin1656

    martin1656 Nat Pres stalwart Friend

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    That's why in my post, I made the observation that if the current board can be removed, there will need to be a series of talks involving all parties to ensure that there is a uniform agreed way foreward .
     
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  15. Keith Sims

    Keith Sims Member

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    I totally agree! Why not make sure he is reading this by sending it to his email address which can be found on the latest press statement.
     
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  16. johnofwessex

    johnofwessex Resident of Nat Pres

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    The Solicitors in that particular case, if they know that it is 'abusive' may expose themselves to action as well as the plaintiff
     
  17. gwilialan

    gwilialan Well-Known Member

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    OK, I'll say this one last time then I'll shut up about it...

    The "Operating license" as you call it is the Light Railway Order ('LRO'), which gives only the company called "The WSR Plc." permission to run a railway. It is issued solely to the company. If the company goes bust then the Order lapses (terminates, finishes, ends - whatever...). It cannot be transferred.

    Any new company wanting to run the railway (e.g WSR Ltd 2020) would need to follow the process to request a new one be issued in their name. This has to go to the Secretary of State for approval and may require a Public Enquiry if he/she so decides. Even if it was decided that an inquiry was not required the details still have to be publicised and time allowed for responses, opposition or whatever (bit like planning consent but more long winded). This process can easily take a year or more before a new order is issued and operations restarted.

    So, basically, if the current Plc goes bust you are looking at at least a year before any new company could resume operations. That's going to need an awful lot of funds to see the new company through this period with next to no income.

    I believe the only way the LRO could be retained would be if someone bought the failed Plc as a 'going concern' which would mean that the existing company did not actually cease to exist so the LRO would be retained by the original company that it was issued to. But, as others have stated above, it would need someone with very deep pockets who is happy to pick up all outstanding Plc debits to do this.
     
    Last edited: Apr 17, 2020
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  18. RailWest

    RailWest Part of the furniture

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    IIRC this was one of the key areas of argument when the ex-6 attempted to buy the freehold from SCC, given the effect on the validity of the LRO thereafter. They argued that it could be transferred, others said that it could not. Admittedly buying the freehold is a different matter from the SCC giving the lease to someone other than the current Plc, but the basic issue still remains.
     
  19. 35B

    35B Nat Pres stalwart

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    There are other ways of transacting an administration process. But the key point remains, all bets are off if the plc goes under, and for it to do so would be an existential threat to the Minehead branch.
     
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  20. 30854

    30854 Resident of Nat Pres

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    Confused here. The plc is the controlling body, yes? Isn't actual ownership of assets vested in the Trust? I'm assuming there's some underlying info to which we're not privy and which has probably been the case since the last unedifying round of infighting, but the current bout of the perennial grooviness is doing precious little but damage to the reputation of this wonderful railway.

    From one with no dog in this fight .....

    Corvid-19 aside, unless someone bangs some heads together soon, the outlook for the line continuing in the heritage sector is a long way south of 'optimal'. Mercifully, total abandonment seems unlikely, as modern technology means it'd stand a halfway decent chance as a useful part of the national network.

    I confess, whatever those on either side of this bobawful mess might be obsessing upon, I'm still wondering whether our membership 'down that way' need to be keeping a weather eye out for WS station names appearing on platform displays 'on test' in the wider area.
     
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