At a meeting of approximately half of the membership on the 30^th September, the attending Members approved the Directors’ Resolution, and in doing so divested themselves of having any influence on the terms and conditions of a transfer.  I copy below the Directors claims supporting their Resolution, and insert my comments in italics, and references to the law and process that should have governed the Members’ decision. I do so because I was not given enough time to fully explain my position.

To be clear, we arrived at this situation because the Directors did not follow the rules and because the members have no taken an active interest in their own Company.

Spinney Hill (Oakham) Management Company Limited

Extraordinary General Meeting (EGM)

30 September 2026

The Directors’ Assessment of the Risks associated with the Purchase of the Maintained Areas

1.                   Introduction

The Board of Directors of the Spinney Hill Management Company Ltd are calling an EGM to discuss the enclosed resolution. For greater clarity, details of the Directors analysis are also enclosed.

2. Background

The Board was making progress in taking ownership of the maintained areas, in keeping with the expressed will of the Owners Meetings in 2025 and 2026 and following investigations to ensure that no additional liabilities would attach to the decision.

One resident has opposed this intention and threatened to place a restriction with the Land Registry to prevent the transfer going ahead. If the Land Registry were to accept such a restriction it would be a long, involved process to reverse and one that would cost several thousand pounds.

MN: The Directors intended to proceed with the transfer of the Maintained Areas using the ‘vote’ taken in the Owners meeting in 2025.  That vote was unlawful and was made on the basis of misleading information. 

As a last attempt to persuade the Directors to reconsider their position I sent them a draft of a possible objection to a request for the registration of a land transfer.  This process was not unknown to the Directors.  I had used a similar process in 2022 when I ‘persuaded’ the then Company Secretary to call the Company’s First General Meeting, and that it was prerogative of the Members to decide on any transfer of land.

The process is a simple submission of the case why a transfer should not go ahead.  The Land Registrar requires a copy of the objection to be provided to the party requesting the transfer and both parties to enter into discussions.  Of course, I had not submitted any such objection but, having sent them a copy of the potential objection, I asked to meet with the Directors meet and discuss our differences – something I had repeatedly asked for.  The Directors failed to respond.  However, instead of talking they obtained legal advice which appears to have confirmed that a GM should be called and a legal vote taken. Hence this EGM.  The talk of thousands of pounds is fanciful. If the matter did go before the Land Registrar, lawyers are not required. The objection that I could have filed was that the transfer should first be approved by the Membership at a General Meeting. Quite uncontroversial?  The Directors’ position would have been to oppose it! I don’t think they would have succeeded because what I would have asked for is what the law requires!

Mr M Nason has identified himself as the owner opposing the purchase and asked that his views be circulated. His document is therefore enclosed. In order to avoid this risk, the Board decided to take legal advice on the way ahead. This has involved additional cost but with the aim of avoiding a much more costly resolution in the future. To clarify the current position the Board have decided to hold an EGM with the intention of approving the transfer of the land, thereby reaffirming the decision taken at the 2025 owners meeting. To this affect a resolution has been submitted for the EGM which all parties will be able to vote on.

MN: The ‘costly resolution’ would be that the membership would not be allowed to approve the land transfer at a General Meeting.   The Directors have now achieved that, so victory is theirs!

3.         Why Purchase the Green Areas of Spinney Hill?

The purchase of the Maintained Areas from the developer has previously been discussed and agreed with the owners and documents are with the solicitor.

The Board considers the reasons for the purchase are:

•                      Ownership of the land provides protection from the purchase by an unknown third party.

•                      Makes the removal of any unauthorised occupation of the land much easier.

•                      Protection against any unwanted development of the green areas.

•            Ensures the value of our investment in our houses is not compromised.          

MN: The Sect 106 Agreement Covenant 1.9a gives the general public to ‘use’ the areas. That is what the Council says public access means.  The right to ‘use’ the land has no restrictions or qualifications (whereas Agreements elsewhere have done so, such as limiting hours of access). We should ask the Council to approve such restrictions to apply to our spaces – hence a sign stating ‘ Private Property, no access between 22:00 and 06:00’ would be permissible.  Difficult to police but would give confidence should we have to take action.   It is possible that an activity that amounts to ‘occupation’ rather than mere use might be actionable – and take weeks and legal costs to resolve – but otherwise the public cannot be obstructed from accessing the spaces.

No matter to whom the developer transfers the land to, the Sect 106 covenants prohibit any further development.  It is the Council who is responsible for enforcing the covenants.  High quality maintenance will be the key to keeping Spinney Hill a desirable place to live – owning the land won’t.

4. Are there any risks? Some risks and objections have been suggested in the past and the Board has examined these carefully in coming to a decision. These are analysed below.

1.                   Jeakins Weir, the current owner, may sell the land?

If the Spinney Hill Management Company Ltd (SHMC) do not buy the land for the £1 offered, Jeakins Weir may sell it to an unknown third party. This could lead to repurposing the land or charging unknown sums for its use.

MN: Transfer to  third party as always been an option for JW, it’s in your TD. 12.4.2.  Why has that option not been taken?   Because the land has no investment, development, or commercial value and on transfer will have liabilities, including the covenants. It is SPIN to claim that a third-party owner of the land could ‘repurpose’ the land because we know the covenants prohibit that. A new owner could not charge ‘for its use’. Why hasn’t JW over the last 9 years done so? – because it is not in our contract.  There would have to be a leasehold agreement.  We are not leasing the land.

2.         The directors are not authorised to purchase land?

The rules that apply to the SHMC are contained within the Memorandum and Articles laid down in 2015 on its formation. ‘The Development’ is defined as . . . . any land or premises for the time being also owned or managed by the Company. There is nothing in the M & A’s that prohibits the purchase of land.

MN: This is irrelevant and characteristically misleading. It’s just a definition of the term ‘developmen’t. It doesn’t confer powers.

The independent legal advice that the Board has received confirms that ‘under the Companies Act 2006, a company generally has unrestricted capacity and can carry out any lawful business unless its Articles actually prevent it from doing so’. It also states, 'A Company does not need express power in its M&A to buy land'.

MN: The independent legal advice refers to CA 31(1) and correctly states that  . . . a company’s objects are unrestricted but omits that ‘Unless a company's articles specifically restrict the objects of the company.’  We are not told that Explanatory note 123, states that  ‘where it has restricted objects the directors’ powers are correspondingly restricted’

What is also left out is that our Article 3 DOES RESTRICT the Company’s object, to management only  – owning land is not included.

To end any dispute and put the acquisition on a legal footing the Company’s Articles of Association, Article 3, be amended to read,

‘The Company is established for the purpose of managing the land facilities and premises known as Spinney Hill Oakham Rutland and may acquire the title to those parts designated as the Maintained Areas subject to the approval of the membership.

The Directors are going to proceed to acquire the land without the authority to do so.

3.         The Owners will incur additional liabilities if the land is owned?

The rules that apply to the management and maintenance charges are specified in the TP1 Transfer document that all owners signed when they purchased their properties. This document clearly specifies that the owners are responsible for the ‘maintenance and repair’ of the Maintained Areas. It is also specific that they must meet ‘all the costs’. Jeakins Weir has already declined specific requests for contributions towards maintenance.

Whilst ownership of the land will secure it, doing so will not alter the responsibility or costs, which already rest with owners and discharged through the elected members of SHMC.

MN: It is clear that there will be additional liabilities.  The owner of the land is responsible for maintaining the free flow of the Gwash stream.  That liability will be become ours if we own the land. 

It has been pointed out to Directors that they are misinterpreting 12.8.17 of the Transfer Deed .  The fact is that the contractual maintenance obligations of the Company are only those specified in the Schedule in our Transfer Deeds, which does not include maintenance of the stream, trees, and other possible maintenance that are not specified in the Deed remain JW’s responsibility - until the land is transferred.

One of the present Directors agrees with me.  He wrote, ‘Primary legal liability for those areas does not become attributable to SHMC until title for the same passes to them. I understand that title for the same still vests in JW, therefore SHMC would not become liable for, say, branches falling on persons/property from dying or diseased trees, as those trees are the liability of the Land Owner.'

The RCC signatory to the Agreement also agrees, ‘under this agreement liability to maintain the open space would rest with the landowner un􀀁l transferred in accordance with the terms of the 106. The liability under the agreement rests with the landowner un􀀁l transferred, in which case the obligations are transferred to the new owner. If the resident’s group do not take a transfer the liability will remain with the current owners’.

In 2020 the Environmental Agency agreed, ‘landowners of property adjacent to watercourses are . . . the responsible for the removal of obstructions to flow. . . .’

The Company is not now responsible for everything – we will be if we own the land. The Directors’ interpretation of our maintenance liabilities has led to our money being spent on an unhelpful tree survey and related activities, and on carrying out ‘major works’ on JW’s diseased trees.

We can’t adequately insure ourselves unless we know what the risks are. It is key to the vote that we should know exactly what additional costs we will be signing up for.  £1 for unknown additional costs is not a good bargain.

Addendum. This is a complex area of law and is beyond the comprehension of this layman. It may be that the maintenance clauses in the Transfer Deed do apply to the new additional cost the acquisition of land will bring. However, it does seem to be a prudent and possibly mandatory requirement that the members should give their consent to new liabilities BEFORE the acquisition occurs.

4.         Spinney Hill will be a public area once the land is purchased?

Planning permission for Spinney Hill was granted subject to a legal agreement between Rutland County Council and the developer (known as a Section 106 Agreement). This includes an obligation as regards provision of On Site Open Space Areas - the maintained areas. These areas are subject to restrictive covenants including restriction preventing use for any purpose other than public open space.

These areas are physically accessible to the wider public and will remain so once in the control of the company. The Board has considered this and conclude that this makes the Spinney Hill open space areas in effect the same as any other public open space in Oakham. However, it would make the removal of any unauthorised occupation of the land easier to address. Furthermore, it would prevent the development becoming a gated community should this ever be proposed, which is not intended.

MN: The Directors have abandoned their 2025 position that the land is already legally open to the public and now claim the covenant has no effect one way or the other, because the public can’t now be ‘physically’ prevented from accessing the communal spaces, nor could they be if we own the land.  If so, it isn’t logical to claim that owning the land will provide a means of ejecting the public!  If we were to obstruct public access the RCC would take us to court.  The Directors conclude that public access makes our communal areas the same as other public open spaces in Oakham, that ownership will make it easier to control, and will prevent the development from becoming a gated community.  Not so. The 24 public spaces in Oakham maintained at public expense are controlled by by-laws and fixed penalty notices.  In Spinney Hill the general public will have the right to enter on and use the land, with no qualifications, restrictions, by-laws or penalties.  I would be worried if that were to be commonly known.

The membership have concluded that it is unlikely that we would experience a major problem and public access is not an impediment to owning the land.  I think we should prepare for the eventuality.  Apart from the injustice that we will be paying to maintain a public amenity while paying taxes that contribute to the maintenance of public spaces elsewhere, I regard this problem as the most difficult management problem we could face.

Gated community!  Another red herring.  The roads will be adopted by the RCC and become public highways. The RCC won’t erect gates across any public road.

5.         The embankment on the Northern boundary is the responsibility of the landowner and will incur additional liabilities if the land is purchased?

The embankment down to the river Gwash is shown on the conveyancing plan and has the same status as the rest of the Maintained Areas. As stated previously, the owners are currently responsible for the ‘maintenance and repair’ of this area. The liability therefore will not increase due to the land purchase.

The embankment has previously been inspected by the Environment Agency and also by one of the directors who is a Civil Engineer. There is no indication of any problems as far as can be seen and there have been no problems recorded since Spinney Hill was built, other than the odd fallen tree.

Conclusion There is no evidence that the land purchase will incur any additional liability to the owners.

MN: It is correct to say that the bank is within the Maintained Area, and that we are responsible for its maintenance – but only as specified in the TD. So the trees on the bank are still JWs responsibility, as is the responsibility to maintain the stream. The LMP and the Maintenance Plan require the stream area to be maintained as a wildlife refuge and corridor, which is incompatible with our responsibility to keep it neat and tidy. It is unclear who is responsible what under the LMP. There has been erosion, historical and more recent. At places there are steep drops right on the fence line.  It the landowner’s responsibility to protect dangerous places and should maintain the fence, which is already deteriorating.

The ‘odd’ tree is a misnomer. In 2010 there were 18 trees on the mound - there are 4 left, all diseased. In Dec 2023 one fell close to the play area and others elsewhere have been cut down. In 2022 a large tree on the stream bank fell propped up by adjacent trees. It took a large telehandler, 2 Land Rovers, a truck and 7 men to take it down.

I don’t accept the Directors’ opinion that there is nothing to worry about.  We need to understand exactly what we are signing up to.

6 The allotment area

The allotment area will remain in the ownership of Jeakins Weir and is not part of the proposed land purchase

Summing Up and Conclusion

The Board believes, acting in the best interests of owners and the estate as a whole, that they have carried out due diligence in respect of taking ownership of the maintained areas and concluded that proceeding with the land purchase is the most prudent way forward. The risks of not doing so have been clearly stated and considered. The choice to do nothing or of delaying is not advisable and would leave owners exposed to the risks already expressed. As a result, the following resolution is proposed:

MN: We were told that the Directors were advised to seek legal advice . . . ‘to ensure all obligations and covenants are understood prior to transfer’, and that the board ‘believes it should facilitate the transfer . . . .  subject to legal advice.   We should have been provided with that legal advice.

That the Company authorises the Board of Directors to:

1. Enter into negotiations with the registered proprietors of lands comprised in Titles Numbered LT310652 & LT457558 for the purposes of purchasing parts of these lands, at such a consideration, and upon such terms and conditions as the Board thinks appropriate.    2. To sign such documents and to execute such deeds as are agreed to perfect the vesting of title in the Company of the said lands referred to in clause 1 above.

MN: The damage has been done and the members have divested themselves of any influence on the acquisition of the land, despite it being shown the Directors have a faulty understanding of the rules and circumstances that exist.