S&D Railway Trust

I think that most neutral observers would see an invalid lease as something which could easily be replaced by a valid one.

To use the invalid lease as reason to justify or condone the actions of the plc in evicting the S&DRT seems to be stretching things, especially when the issuing of the 50 year lease showed the intent of both parties to wish to continue their symbiotic relationship indefinitely; only for it to be summarily overturned on a whim by the latest temporary custodian of the WSR.

 

The behaviour of the plc in this matter screams out bad faith. To rely on one's own incompetence in creating the intended lease, when that incompetence becomes a convenient excuse to renege on the original mutual intention is so cynical.

 

Please check my earlier post. The PLC is NOT relying on potential invalidity of the extension. Nor is that the result of mistake by one party alone as you seem to infer. Much has been made on this forum of the 50 year commitment so it's as well to understand it may not be what it seems.
Yes an invalid lease could be replaced by a valid one and, as has been pointed out, the Trust can ask the Court to turn down the Landlord's refusal to grant a new lease ( which is a more palatable description of a Notice to Quit). Equally the landlord has the right to ask the Court to approve that refusal on the grounds that the landlord requires the leased property for its own business purposes. That's been the basis of the lease from the outset.

 

Regardless of the legal outcome, the WSR has made itself look unpleasant, untrustworthy and underhand. Who would want to give them money or assets on that basis? This is a real shame. It is a railway I really wanted to visit but I'd be loathe now to put even my fare money in their coffers

 

I thought that you were the chap appointed as some kind of neutral arbiter. Have I got that wrong?

 

Yes, and whilst Lineisclear is poking around in the foggy legalese, trying to justify the unjustifiable, perhaps he would like to justify the plc behaviour in reneging on the hire agreement for 53808

 

He is. But he won’t be the first such to unearth something not anticipated and which changes the direction of affairs.

I have major issues with the apparent impact of this, and have a nasty feeling law will trump justice as a result, but I’m uncomfortable with the desire to shoot the messenger some appear to show.


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John Bailey is entitled to his opinion, though I personally regard his reasoning as perverse, legally.

The fundamental question is whether the Notice to Quit dated 7th February and served on 10th February was/is valid.

Nothing has changed my firmly held view that it was neither valid or provable on the part of the WSR PLC board or it's Solicitors.

This is getting a bit technical, but even if there was some problem with the new lease for 50 years (which I do not concede), the Notice to Quit is still invalid and the statutory grounds relied upon cannot be proved. I believe John Bailey must or should know this.

For John Bailey, consider (which is not conceded) a tenant 'holding over'; the arduous restrictions imposed by the 1954 Act still apply. The tenant still has the same protection from eviction.

And if there were technical issues with the new 50 year lease, the equitable doctrine in the case of Walsh - v - Lonsdale (1880) will come to the assistance of the SDRT over Washford.

Cheers,

Julian Atkins

 

Two of the most significant comments I’ve seen on here for ages. Neither the WSR PLC or the S&DRT have a financial pot to p*ss in to support a legal battle over the eviction notice. Lots of discussion on here about whether the legality of the PLC’s decision is valid or not. Whether it is or not, the legal costs for both parties to resolve the issue could be enormous. Perhaps the best outcome is for the S&DRT to accept the decision and relocate. The transfer of the 7F to the Mid Hants will, at least, help generate some finance to assist with the relocation. The alternative? A legal battle which could well see the end of both organisations. Forget the moral argument. This is all about money.

 

(quoted post from t'other thread, thought it better here)

The S&DRT have also restored Washford station from derelict to the high standard seen at other WSR stations, and maintain it at that level.

There has been no convincing argument as to why the WSR needs that space, other than a few vague suggestions.

The new tenancy was let, so that is that. (unless it was invalid...)

And all of that misses the morale point. The WSR board acted disgracefully over this affair. They didn't even discuss a raise in the rent, released incendiary press releases, threatened to renege on its other contract with 538008, thus jeopardising confidence in the WSR to stick to any contract, making it harder to attract any replacement engines for anything other than short term hire agreements. It has damaged them publicly, there has been outcry and many people are not looking kindly on the WSR, at a time when it is crucial for the WSR's future that there is goodwill to rely upon.

 

Indeed, most depressing.

 

Alex, and also Patrick,

I think myself someone my have posted on here something yesterday that is not correct. I might be able to clarify matters on Thursday.

Cheers,

Julian

 

I look at this quite simply.

You can't evict a business tenant of some 45 years by an invalid Notice to Quit under the 1954 Act, and when the statutory grounds relied upon are a fiction and specious.

It is as simple as that.

This is why I disagree with John Bailey and his redacted sections of his report. I've been warned by the Moderators not to make personal comments against John Bailey ('Lineisclear' on here).

Others will have to comment as to why John Bailey "liked" a post by 'marksmithers600' on the 'WSR Operations' thread yesterday, and what conclusions might be made as a result, if any.

 

Since it is my post #2520 that @Lineisclear has quoted I have to assume that it is I whom he treats as jumping to unwarranted conclusions and dismissing inconvenient results of the application of law as niceties that can be ignored. Let me repeat: since he has identified neither the provisions in the 1925 Act with which he seems so preoccupied nor the reasons he believes they may have invalidated the extension of the S&DRT's lease, it is pointless to speculate about their relevance. I suggest that he re-reads my post with greater care.

What I find much more disturbing is @Lineisclear's certainty in post #2544 that a mistake has been made by both the plc and the Trust and his conviction that the extension is invalid. Whether or not his analysis of the applicable law is correct is beside the point, for he is the representative of the HRA and was tasked by that body only to facilitate a conversation between the Trust and the plc. In doing so it was completely inappropriate for him to express a view favouring the plc namely that the extension agreement might be invalid and that this was something the parties should check (post #2535), thereby compromising the parties' perception of him as an impartial participant. By extension this casts doubt on whether the HRA as his principal can be relied upon to make an unbiased appointment of an arbitrator if called upon to do so under the terms of the extension agreement.

Given @Lineisclear's further observation that the Trust's remedy is ask the Court to reject the plc's refusal to grant a new lease and his implicit acceptance of the validity of the Notice to Quit, I'm pretty sure that he and I take a widely differing view of the law relevant to this dispute. Ultimately, my view counts for little, for I'm nothing more than a partisan supporter of the S&DRT. The opinions on the law held by the HRA's facilitator, on the other hand, do matter because they set the tone for the discussion he was asked to promote. That's why neither we nor the parties to the dispute should have heard them.

Though it sticks in my throat to say it, I fear that @D1002 may be right and that the best outcome may be for the S&DRT to relocate without contest. But the injustice of that outcome stinks, the more so when I think of its cost to the Trust and how that will reproduce the pain it had to endure in making its previous move from Radstock.

 

It is interesting to note that the second of the Seven Duties of a Company Director, as laid down in the Companies Act, is to "Promote the success of the company". The Institute of Directors explains this as follows :

"The second major duty of a company director is to promote the success of the company. This is probably the most well-known of the 7 duties.

The duty states a director must act in a way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members (shareholders) as a whole. When making decisions, directors must also consider the likely consequences for various stakeholders, including employees, suppliers, customers and communities. They should also consider the impact on the environment, the reputation of the company, company success in the longer term and all of the shareholders (including minority shareholders).


A duty to promote the success of the company may seem like an obvious task for a director. However, it brings with it a number of implications.


Board decisions can only be justified by the best interests of the company, not on the basis of what works best for anyone else, such as particular executives, shareholders or other business entities. But directors should be broad minded in the way that they evaluate those interests – paying regard to other stakeholders rather than adopting a narrow financial perspective."

It is quite clear from the above that the Directors have an obligation to take into account the views of the volunteers, supporters, and community and to consider the impact decisions may have on those parties. Whether the Directors of the WSR Plc are fulfilling that obligation may well be a moot point, certainly worthy of consideration.

 

You say that like it's a simple matter. It's not. Even if they want to never see the WSR again (and in their shoes, I would definitely have inclinations in that direction), I expect a move would be something they'd still rather not do, simply because it will be extremely difficult and very expensive to move.

I take your point about the money, it's a good one - but on those lines, where's the money for the move going to come from? You're recommending they move: do you have a recommendation as to how it can be paid for? (Something a little more definite, practical and plausible than 'oh, something will turn up'.)

Really, the best solution, in terms of minimizing wasteful use of money (on both sides), is to withdraw the Notice.

Noel

 

That might be a more palatable way to describe it, but the serving of a Notice to Quit was how the PLC described it at the time. You can cover sh*t in glitter if you want. It is still sh*t.

 

Good points, but it looks as if the S&DRT have thrown in the towel.

 

... and I wonder what exactly the plc will do with the Washford site after the S&DRT have gone. The road access is poor, and always will be unless the A358 is diverted (a Washford by-pass).

 

I'm sure Julian and I could have a fascinating debate about the legalities which would bore the pants off everyone else.
I hope he would not be disappointed to discover the extent to which we agree.
As I've emphasized earlier, to be sure of their position, including whether a decision on the conflict between equity and common law applies equally to subsequent statute law, both parties should ideally take legal advice. I believe at least one has done so.