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S&D Railway Trust and Washford Matters

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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    Well, the standard legal advice in my day was "never sue a straw man".

    However, over Washford, you are concerned with statutory property rights as opposed to claiming financial recompense over an anticipatory breach of contract over '88's overhaul.

    I have spent some time the last few days re-examining the last WSR PLC accounts and the timeline and the stated facts simply do not make any sense with the signing off of the accounts.

    Anyway, I've said enough on this, and if some of you get it, as I hope you do, then I can't say too much more in any event to keep within The Moderators' strictures.
     
  2. 60044

    60044 Member

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    I wonder, though, if the WSR Directors have Directors responsibility insurance, and if it may be possible to sue them, rather than the Plc itself?
     
  3. johnofwessex

    johnofwessex Part of the furniture

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    So what exactly do the accounts say?
     
  4. Bayard

    Bayard Part of the furniture

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    Here's something the S&DRT might find useful:
    upload_2020-8-25_14-0-12.png
     
  5. echap

    echap Member

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    Could make it part of the Wartime Weekend?
     
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  6. John Palmer

    John Palmer Member

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    It's my estimate that the cost of relocation of the S&DRT from Washford would be not less than £50,000. On top of that, the Trust now faces the risk of having to find not less than £300,000 to meet the cost of the 7F's overhaul in 3 years' time, a figure that seems unlikely to be reduced substantially by hire fees earned on the MHR. Against a prospective burden unlikely to be less than £350,000 the appeal for funds launched by the Trust has, to date, raised just over £13,500 – less than 4% of the sum required. In more favourable times that would be a formidable financial obstacle to overcome, but in the present circumstances of a pandemic I fear it will prove insurmountable. The magnitude of the catastrophe the Trust faces is such that it has nothing to lose by adopting a thoroughly uncompromising posture in the negotiations with the plc in which it is currently engaged. It may as well 'shoot for the moon' because acceptance of modest compensation for the loss of Washford amounts to the application of sticking plaster to a gaping financial wound.

    So, what can be the subject of those negotiations be? It requires no great leap of the imagination to conclude that they are about the terms on which the Trust will depart Washford, but – and here's the rub – the moment the Trust acknowledges a firm intention to vacate Washford it loses the negotiating leverage represented by its threat to contest the validity of the notice to quit.

    I part company with @jma1009 about the significance of the statutory right of a business tenant to security of tenure. To me the question of whether the plc can deny the Trust such security on the ground that it intends to put the Washford site to its own use is irrelevant because that's a question that can only arise if the plc can lawfully end the tenancy before its term as extended to 2070 is up. It's an elementary proposition of landlord and tenant law that a lease having a fixed term will run for that full term unless brought to an end by invocation of some provision in the lease for earlier termination. In the case of the S&DRT's lease of the Washford site, no such provision has been lawfully invoked and consequently the plc's notice purporting to end the tenancy is of no effect. That seems to me such a straightforward proposition that I'm surprised there has been no greater focus upon it.

    What's the significance of this for the S&DRT's negotiations with the plc? Well, even if the Trust has already made a decision to leave Washford, the terms on which it does so remain up for grabs, and payment by the plc of compensation sufficient to make relocation palatable would take some of the sting out of the financial pain the Trust is inevitably going to suffer. So the way I would be inclined to make that point would be to say that if the plc wants the Trust to leave then it must offer an appropriate financial incentive for the Trust to do so. Any such incentive needs to be sufficient to dissuade the Trust from concluding that its better course is to tell the plc of its confidence that the notice to quit is invalid, and that consequently it proposes simply to remain in occupation of Washford under the terms of its lease after the notice period expires. The effect would be to place upon the plc the onus of deciding whether to take its chances on initiating litigation to oust the Trust in circumstances in which an outcome of such litigation favourable to the plc must be very much in doubt.

    A big advantage of this from the S&DRT's perspective is that, initially at least, it is legally cost-free, and would remain so unless the plc were to start proceedings to eject the Trust and accept the costs risks of doing so. I suggest that the apparent strength of the Trust's argument that a valid notice to quit can't be served until May 2069 (one year before expiry of the lease's term) represents a powerful disincentive to the commencement of such proceedings by the plc. Were the plc to baulk at starting such proceedings, the Trust would preserve its investment in the Washford site and save itself the substantial expense of relocation it is ill-placed to meet. A further advantage is that the non-commencement of proceedings would entail none of the loss of face the plc would have to endure by the withdrawal of the notice to quit that has been urged upon it. Instead the eviction issue would have been quietly kicked into the long grass by the non-commencement of legal proceedings.

    I suggest that the negotiating posture I have proposed supplies the plc with a substantial incentive to make it worth the S&DRT's while to go, assuming the plc is truly committed to bringing about the Trust's departure. But if the plc repents its decision to evict, then the scenario I have outlined also supplies a basis for resolution of the Washford dispute that involves no humiliating climb-down – at worst the plc might be compelled to acknowledge that in straitened financial circumstances its funds are better employed otherwise than in paying lawyers' bills.
     
  7. jnc

    jnc Part of the furniture

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    People may be waiting to get definitive word on the Trust's plans about relocation, and their estimate on the costs thereof; I know I am, and I will definitely be contributing once we hear.

    I wouldn't lump the '88's overhaul costs into the fundraising needs, in the sense of 'how much do we need to raise right away'. Clearly, costs arising from the move will have to be paid 'soon', so those funds are more time-sensitive. If it takes some years to raise the funds for the overhaul, well, that's not optimal, but it's been out of service before. And who knows, some line which really wants a 7F may decide to step in, in return for getting to use it.
    Sounds very plausible to me, but as the Internet jargon goes, IANAL...
    Again, plausible; and the thinking you outline there my well be behind the extended silence on future plans.

    One thing I am fairly sure of: with so much else on its plate, the last thing the PLC needed was the distraction of dealing with this complicated matter.

    Noel
     
  8. Jamie Glover

    Jamie Glover Member

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    I'm presently working with a small group of surveyors and trackbed specialists employed on the initial stages of a new central Asian rail project. Four of our group plus myself are BR or RT rejects from many years past. Since we first became aware of the misdemeanors of the WSR Plc and their attempt to dispose of the S&DRT we have been putting a monthly sum of money aside from our contract payments. Our original intention was to contribute our jointly collected fund to the Trust if and when they contested the cancellation of their lease in a court of law.

    Thus the news that the Trust might give way to to the Plc's demands and relocate away from Washford is something that we find very disappointing. Our own view is that the WSR Plc should be taken to court and subsequently taught a lesson about the validity of the Trust's fifty year lease.

    Whatever the outcome? Under no circumstances would the members of our small group ever consider providing any financial or volunteer support to a Plc that is clearly unprincipled in so many ways. Online communications received from former colleagues in the UK, some of whom are PW tradesmen, suggest that many other UK based heritage rail enthusiasts have identical thoughts to our own.

    Jamie Glover
     
  9. johnofwessex

    johnofwessex Part of the furniture

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    Jamie,

    Thank you for highlighting the representational damage that the the decision by the PLC has caused.

    John
     
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  10. Greenway

    Greenway Part of the furniture

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    What a wonderful post by Jamie. It just shows that it is not simply few NP posters in the UK who are displeased with the way the PLC have dealt with the S&D Trust, the notoriety seems to have travelled well beyond the UK.
    The post is an encouragement, if one was needed, for people to support he Trust should it become needed.
     
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  11. Lineisclear

    Lineisclear Member

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    There’s been some well informed commentary on the Forum about the rights of a business tenant, especially in John Palmer’s post above. The assumption is always that the agreement signed a few years ago had the effect of extending the term of the a lease by 50 years. If the matter went to Court the validity of that agreement would be a fundamental issue.
    Others on this forum have disagreed, based on arguments that I respect, with my view that the 50 year agreement is void.

    Assuming my interpretation of the Law is correct it would mean the term of the Trust’s lease expired at the end of its originally intended term. In those circumstances both the tenant and landlord would have known from the outset that the landlord is entitled to ask the Court to refuse the grant of a new tenancy on the ground that the landlord requires the premises for its own business purposes.
     
  12. Greenway

    Greenway Part of the furniture

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    Presumably the lease of 50 years with the WSSRT would equally be void in your view?
     
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  13. gwilialan

    gwilialan Part of the furniture

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    Except the landlord never made any mention of requiring the premises until a fair while after the eviction notice was issued and, just to cast further doubt on any claimed requirement, the first announcement from the landlord after the eviction notice became public knowledge clearly stated that the eviction was because of the tenants failure to provide the financial support demanded by the landlord.
     
  14. D1039

    D1039 Well-Known Member

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    Am I correct that you've also posted before that this is not the basis on which the PLC gave notice to quit was given in February 2020, and would I be right in inferring the PLC intended to grant a 50 year lease but is now relying on supposed deficiencies to make the long term tenant and PDG member quit? Do you think this is acceptable behaviour between a railway and its associated organisations?

    You have given your opinion that the previous lease/licence became void, others have opined that in the absence of a renewal the Trust as tenant had certain renewal rights. Do you also have an opinion on this, and will you share it as you have your opinion on the void lease?

    Thank you

    Patrick
     
  15. jumper

    jumper New Member

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    My difficulty with the argument that the 50 year lease is void is that The Trust would not have known that the PLC did not have the power to grant a lease of 50 years (presumably only 25 years). Why should they? They would be relying on the PLC to act within their powers. Both parties appear (if I recall correctly) to have not used legal representatives.

    Moving on from that - I suggest that the organisation that could object to this new lease would be the freeholder (Somerset CC). Although whether they were made aware of the new lease is something I do not know. Have they given an opinion?

    However, I and many others, simply do not understand (at this time at least) why this sorry business has taken place.
     
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  16. If there is a critical defect in the lease thought to have been granted to SDRT I'm not convinced that defect concerns the length of said lease. I remain convinced WSR plc has the right to grant sub-leases up until expiry of their head lease in 2088. If I am correct about this, then the supposed defect must lie elsewhere.
     
  17. martin1656

    martin1656 Resident of Nat Pres Friend

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    But why make that statement, when the past history shows the trust was an active contributor to the WSR, It had limitations on how it could contribute, my take on it is that, there are those on the WSR, Who have never accepted the presence of another railway's presence on the line, and most likily influenced the outcome.
     
    Last edited: Aug 25, 2020
  18. 35B

    35B Nat Pres stalwart

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    Except that, at the time the plc and trust entered into that agreement, both intended that it should be valid and neither would have been aware of the possibility you posit. While of no legal effect if you are correct on the interpretation of the law, it is IMHO of very significant moral effect, especially given the terms in which the plc gave notice.

    While I accept with reluctance and repugnance the logic that follows your premise should it be correct, the seeming extension of that logic to imply that the parties would have known that the landlord was entitled to recover the premises for its own purposes is to me highly debatable in itself. More seriously, and especially to those who don’t agree with you on the legal interpretation, it is gives the very unfortunate (and I believe unjustified) impression of partiality in this matter.

    I do not approach this matter as a lawyer, as I am no such thing. Instead, as a commercial and contract manager in my professional life, I view this through the prism of what the parties asserted that they had agreed only a couple of years ago. Even if the law does not provide what I would consider a just resolution to this, I believe any equitable resolution must start from the premise that the plc has done an abrupt u turn on its previous position, and by its choice placed the trust in an invidious position.


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    Last edited: Aug 25, 2020
  19. Lineisclear

    Lineisclear Member

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    I suspect it’s precisely because both parties chose not to take legal advice at the time that the potential invalidity of the 50 year lease has arisen.
    It’s nothing to do do with the power of the Plc to grant a sub lease ( as some appear to assume) and ,if my view on invalidity is correct, BOTH parties are equally to blame.
     
  20. 35B

    35B Nat Pres stalwart

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    I think the two matters are much less entwined than you suggest. Indeed, I’d suggest that raising 27% of the estimated costs of relocation before they are confirmed to be necessary is exceptionally positive, and that lumping two distinct challenges - though they have a common cause - would dilute the effectiveness of fundraising for both.


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