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Land acquisition

July 2026 Update

Spinney Hill (Oakham) Management Company Limited.Extraordinary General Meeting September 2026.I have been asked to provide a report to inform the Membership when voting on the DIrectors' proposal to acquire the ownership of the Maintained Areas.I will be submitting that report to the Directors for inclusion in the EGM Notice but will also post it here as an on-line reference and in case it is omitted.Also as a reference I post here a Resolution I have asked to be included in the Notice. It is the resolution proposed in 2025, namely that the Company should have an Annual General Meeting each year.Finally, I include my response to the Directors' July Update. I have circulated it by hand but again provide this on-line reference.<a target="" rel="noopener noreferrer nofollow" href="/land-acquisition">Link to Land Acquisition</a><a target="" rel="noopener noreferrer nofollow" href="/july-2026-update">Link to July 2026 Update</a>

Report from Mike Nason, to be circulated to Members of the Spinney Hill (Oakham) Management Company ahead of the EGM in SeptemberThis report is to provide information for my fellow Company Members before the EGM.&nbsp; I hope it will provide some needed clarity to the general understanding of the current situation in Spinney Hill.&nbsp;MeetingsOver the last two years Hegarty, together with the SHMC directors, have chosen to call ‘Residents Meetings’ and ‘Owners Meetings’, as opposed to General Meetings.&nbsp; General Meetings have legal standing. The other two types do not.At the Residents Meeting in May this year, the Directors stated that the acquisition of the maintained areas had been approved by a vote taken at the 2025 AGM. I challenged this – the meeting where the vote took place was a Residents Meeting.&nbsp; The Companies Act Sect 281 is clear that company business requiring a vote MUST be conducted at a General Meeting of the Membership.My concern grew that the Directors were proceeding with the land transfer using the 2025 Residents Meeting vote (which has no legal standing) as their authority. As you now know, I showed them a draft of an approach I could make to the Land Registry. This prompted them to take legal advice and that has brought us to the point where an EGM is to be held.There is no sensible reason why all meetings should not be General Meetings.&nbsp; Our Transfer Deed obliges us all to be Members of the SHMC, so it is an obvious expectation that all our meetings would be General Meetings of the company.&nbsp; In that case, any votes would be properly legal.&nbsp; There is no restriction on what matters are ‘appropriate’ for discussion at a General Meeting – all subjects that concern us as Members are company business.What needs to be discussed at the September EGMThe ‘Residents Update’ sent to us all by Hegarty on 27th July states that the EGM is to be held ‘with the intention of approving the transfer of the land [the maintained areas], thereby ratifying the decisions taken at the 2025 and 2026 owners meetings’.As well as being taken at an invalid meeting, the 2025 vote happened after some incomplete and misleading information had been conveyed in the preceding AGM.&nbsp; (You may remember: the AGM was closed without a vote, and a Residents Meeting was immediately opened.)&nbsp; It would therefore be unsafe for the vote at the 2026 EGM to ‘ratify’ the 2025 vote without any further discussion.&nbsp;The two issues to consider anew are: (1) on transfer of the maintained areas from Jeakins Weir (JW) to any new owner, they become ‘public open spaces’ (this is one of the covenants in the Section 106 agreement); and (2) additional maintenance liabilities will come with owning the land.&nbsp; Please note: I do not present these matters as reasons for not taking ownership of the land; but as points we need to better understand, and may be able to do something about.Public Open Spaces (POS)According to Hegarty’s Minutes of the 2025 Residents Meeting, under the heading ‘Land Transfer’:‘The discussion concluded that the land is already designated as public open space regardless of ownership’.No evidence or attribution is given for the claim, which is incorrect. It is absolutely clear in the Sect 106 Agreement – areas become open to the public AFTER transfer from JW to any new owner.&nbsp; (RCC Planning confirmed this in an email 03/9/2020. They further confirmed that public access means the right to enter on and use the land. There are no limitations or qualifications to ‘use’).The same 2025 Minutes record that a Director ‘. . . . raised concerns about potential nuisance caused by camping activities or other persons accessing the land. If court action is required to remove such persons, the responsibility to act falls to the landowner, leaving members/residents without independent legal recourse’.In my layman’s opinion, if the general public have a legal right to enter on and ‘use’ the land, they cannot trespass. Even if the SHMC did own the land, it could not eject the public and it is unlikely any court could re-write the Sect 106 covenant. We would have no control, neither would the RCC.Public access to the maintained areas is, in my opinion, the most significant management problem we could face. Once the land changes hands the Sect. 106 covenant will create a Nomansland, where neither we nor the RCC have any control over or remedy for the behaviour of the general public. In 2020 I had a lengthy and ultimately unsuccessful discussion with RCC Planning about the unfairness of the Sect 106 Agreement.In 2024 I returned to the problem and formed the opinion there are two possible strategies for us. One, we could decline to take ownership unless JW offers concessions, the first being the rescinding of the covenant. Other conditions might be: a streetlight in the spinney, additional fencing around the areas, JW to retain responsibility for trees, and anything you might think of.&nbsp; I don’t think JW wants to keep the land (although they have kept the allotment area), nor do I think anyone else, other than us, would want the land.&nbsp; We should, however, go into such negotiations having taken legal advice on JW’s options.The second possibility, which I have made a start on, is to investigate whether enforced public access could be an ‘invalid planning obligation’. There is legal precedent, where such obligations have been overturned by the courts.&nbsp; There are also Government policies that limit the use of planning obligations. I learned that the Local Government Ombudsman (LGO) has adjudicated on such challenges.&nbsp;I contacted the LGO who required that I first exhaust the RCC Complaint Procedure. Predictably, the RCC rejected the formal argument I submitted. In February I then submitted that argument to the LGO. On my recent enquiry I was told that the case has yet to be assigned, possibly by November. I doubt we will have an adjudication this year. I did ask the Directors to join me in this project but they did not respond. If anyone is interested, I can supply a copy of the formal argument.I doubt that the LGO will decide in our favour. It could set the cat among many planning authorities. I don’t believe the LGO has any powers to enforce their adjudication but, if their opinion was that we had a valid case, that would give us the moral high ground in negotiations with JW.Additional liabilities with owning the landThe Transfer Deed sets out the SHMC’s responsibilities for the maintained areas, and the fact that – as Members – we must pay the SHMC to carry out these responsibilities, whoever owns the land. &nbsp;In my website ‘Spinney Hill Notes’ I have set out the maintenance the SHMC is obliged to provide.The disputed question is what, if any, additional maintenance liabilities come with ownership of the areas.The Minutes of the 2025 Residents Meeting record: ‘General discussion followed about the impact of Section 106 agreements on land transfer and covenants. [a Director] . . . confidently stated that Section 106 . . . does not govern maintenance or upkeep’.It does. Four of the covenants in the First Schedule, Sect 1.9, directly refer to maintenance. The RCC has no doubt about this. From an RCC email to me, 23 May 2025:‘under this agreement liability to maintain the open space would rest with the landowner until transferred in accordance with the terms of the 106 . . . &nbsp;in which case the obligations are transferred to the new owner.&nbsp;&nbsp; If the residents group do not take a transfer the liability will remain with the current owners. &nbsp;. . . . It is usual when residents groups . . . . &nbsp;take a transfer of POS to have a proper inspection of the site carried out prior to transfer &nbsp;. . . the residents group should take independent advice on this prior to completing the transfer of the land.The Minutes of the 2025 Residents Meeting record that, in response to a Director’s statement that ‘owning the land yet to be adopted is advantageous’, Lee Marston (Hegarty) ‘confirmed that directors are advised to seek legal advice regarding the conveyance to ensure ALL obligations and covenants are understood prior to transfer’.Before any vote is taken, we should expect the Directors to present the advice they have received. There is no doubt in my mind that, as owners of the land, we will have additional liabilities and costs. We should know exactly what they are.Summary and recommendationThe vote you are being asked to ‘ratify’ was taken at a meeting with no legal standing and was cast on incorrect information, that the areas were already open to the public, that owning them would give us more control, and that there were no additional liabilities in owning the land. All not true.It seems that the Directors have now received advice as to the additional liabilities that will come with the land. We should also know how the liabilities and risk can be mitigated.&nbsp; In the past, insurance cover provided by FirstPort was inadequate so I suggest obtaining a professional insurance survey.&nbsp;In addition, I recommend negotiating with JW along the lines that we cannot accept the land while the threat of public access remains. JW could be asked to agree with the RCC to rescind covenant 1.9a of the Section 106 Agreement (there would be no costs or liabilities to either party).The Directors would then present their findings and recommendations to the membership at a General Meeting.Since 2020 I have worked, unsupported by anyone else, to protect the investment we have all made in Spinney Hill.&nbsp; I have been guided by the principle that our company should comply with the law and good practice.Mike Nason,Householder and Member.23rd August 2026<a target="_blank" rel="noopener noreferrer nofollow" href="https://soloist.ai/spinneyhillnotes">https://soloist.ai/spinneyhillnotes</a><a target="" rel="noopener noreferrer nofollow" href="/">Return to Home page</a>

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Owning the land

To the homeowners and Members of theSpinney Hill Management Company Ltd.A few weeks ago you received the Directors’ ‘Update – July 2026’. It contained comments, in respect of ‘taking ownership of the maintained areas’, which were an inaccurate and unfair account of one resident’s ‘opposition’ to ‘the plan’ (you may find it useful to re-read the Update).&nbsp; The ‘resident’ is me and I need to set the record straight. I did ask the Directors to circulate my response but they declined – which is why I am hand-delivering it.I am not objecting to ‘the plan’.&nbsp; I am in favour of the transfer of the land from Jeakins Weir to the Spinney Hill (Oakham) Management Company if it is in the best interests of the Company’s members. That is not yet entirely clear and my website ‘Spinney Hill Notes’ suggests aspects of the transfer we should consider before voting.The Update claims that I ‘threatened to place a restriction with the land registry to prevent the transfer going ahead’. &nbsp;What actually happened is this.At the Owners’ Meeting on 6th May 2026, the Directors stated that the acquisition of the land had been approved by a vote taken at the 2025 AGM. I pointed out this was incorrect (the vote was at an Owners’ Meeting).&nbsp; I was told to put my case in writing, which I did – and received no response.&nbsp; It appeared that the land transfer was to go ahead without further reference to the Members.On 25th May, in the interests of complete transparency, and as a last resort, I gave the Directors a draft of an objection (on multiple grounds) that I could possibly make to the Land Registrar, if an application was made to register a transfer of ownership. In this draft, my proposed request to the Land Registrar would be that the transfer should be permitted only after it had been approved by the Membership at a General Meeting (GM). Just that, nothing else.In giving the Directors the draft of my possible approach to the Registrar, I also proposed meeting to discuss our differences and perhaps find solutions – which is what the Registrar would first require, should an objection be filed. I have since repeated that proposal but there has been no such meeting.Instead, as the July Residents Update reports, the Directors sought legal advice (at ‘additional cost’) and ‘the upshot’ is a decision to hold a General Meeting – which is what the Directors had persistently avoided, what I have long been pressing for, and what the Companies Act requires. I think we should see what that advice was.My call for the land transfer to be considered and voted on at a General Meeting of the Company seems to have been answered.&nbsp; And yet some concern remains, since the Residents Update refers to ‘ratifying’ the vote taken at the 2025 and 2026 Owners’ Meetings. &nbsp;Ratify implies there will be no debate, and Members will only be asked to legitimise the 2025 ‘vote’. There was no vote at the 2026 Owners’ Meeting.You will have read in the Residents Update that I have been asked to ‘submit a written objection to be sent out with the EGM announcement’. I have no ‘objections’ but I will write to explain why the 2025 vote was invalid.&nbsp;In my report I will also set out the possible consequences of the general public having access to our communal areas. I will suggest what remedies might be available, and report on my communications with the Council and the Local Government Ombudsman.&nbsp;In Spinney Hill Notes I suggest some of the liabilities that might come with ownership of the land.&nbsp; Hopefully, prior to the GM, the Directors will release to the Membership the legal advice they have obtained about those liabilities and explain why, on balance, owning the land will be of benefit.I will suggest that there should be prior negotiations with Jeakins Weir. There are concessions we might be able to obtain.I am not the villain presented in the Residents Update. Remember, all I would have asked the Registrar to agree with was that the Members should be allowed to vote at a GM - which is what the law requires anyway. That is now possible, perhaps because of the legal advice the Directors were given.Mike Nason3rd Aug 2026 (amended 18th August)<a target="_blank" rel="noopener noreferrer nofollow" href="https://soloist.ai/spinneyhillnotes">https://soloist.ai/spinneyhillnotes</a>

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