Spinney Hill Notes - Spinney Hill Residents Hub

Ownership of Areas

Maintenance Obligations

Sect 106 Agreement

These pages are intended to provide information about our development, particularly in relation to the acquisition of the ownership of the Maintained Areas. The opinions are made in good faith and honest intent but, nonetheless, you should take nothing for granted and question everything!To correct some false impressions you may have; one, the Maintained Areas are NOT open to the public. It is only after the land is transferred from Jeakins Weir Ltd. to a new owner that the general public will be able to access and use the Areas'; two, the only forum where legal company decisions can be made is at a General Meeting of the Membership. 'Residents/Owners Meetings' have no legal standing.At the June 2025 AGM the Membership voted against a Resolution proposing that an AGM should be held each year. That vote was based on misleading information given to the Members, which was taken on trust.The plain fact is that the Companies Act only permits company business to be conducted in either a GM, or by way of Written Resolutions.With our kind of company the only practical choice is a GM. I am sure that, given the facts, and on reflection, the Members will insist on exercising their control over their own company at a yearly AGM.

Spinney Hill Notes

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Ownership of the Maintained Areas (the land).The question as to whether or not our company, The Spinney Hill (Oakham) Management Company Limited (SHMC), should own the Maintained Areas (MA) is one that can only be decided by the Membership at a General Meeting.&nbsp; The Membership, in order to make an informed decision, must be provided with all of the relevant information.&nbsp; That is what the following is intended to do.It would seem to be logical for the SHMC to own the land it maintains. But it is more complicated than it appears.&nbsp; In acquiring a property, such as a house, it is standard practice to make extensive enquiries to identify exactly what you will are purchasing and, particularly, hidden problems.&nbsp; And, in the case of the MA, there are complicating factors.There are three possible modes of ownership;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the developer (JW) retaining title,2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the developer transferring ownership to a third-party,and the most likely being,3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the transfer of ownership to the SHMC, which is considered first.&nbsp;The key documents involved are;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; your Transfer Deed (TD),2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Sect 106 Agreement (S106), and3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Landscape Management Plan (LMP).The LMP was a condition of the Planning Appeal of 24 August 2011.&nbsp; There were other conditions and specifications that may have relevance.It is important to know that, whoever owns the land, the SHMC’s responsibilities for maintaining the Areas remain BUT are limited to the conditions specified in the TD (see ‘Maintenance Obligations’).&nbsp;Transfer to the SHMC.Presently Jeakins Weir (JW) owns the land, which remains private until it is transferred to a new owner. The S106, made between the District Council (RCC) and JW, contains conditions (covenants) that bind a new owner of the land (see extract below).&nbsp;Most of the covenants will act in our interests but one allows the general public to enter on and use the Areas. This raises the concern that we will have no effective control over the Areas or a public that resorts to them.The SHMC is responsible for maintaining the Areas, and we members must pay its bills. The degree and standard of maintenance that the SHMC is required to deliver is specified in your TD - which generally amounts to keeping the MA clean and tidy.&nbsp; Keep that in mind – that the SHMC has contracted with the Membership to provide only what is specified in the TD, and nothing more.There are liabilities that are entailed in the ownership of land, and which are not specified in the TD. The most significant is that owner of land that is bounded by a watercourse is responsible for the maintenance of the watercourse.&nbsp; Presently JW owns the land and is therefore responsible for maintaining ‘our’ half of the Upper Branch Gwash (the stream on the north boundary) - and for the consequences of not maintaining it properly.There are other possible problems such as erosion, possible subsidence, poor drainage, stability of the north bank, protection of dangerous places, and liabilities under the LMP.The LMP is an agreement between the RCC and JW. It is a long and detailed document which directs how the Areas should be managed.&nbsp; It appears to be on a continuous rolling 5-year re-assessment. The liabilities in the Plan appear to be the responsibility of the land owner (it proposes that JW will retain ownership of the MA, and that it was intended for JW and RCC to administer the allotments).A longer-term consideration might be Land Value Taxation (LVT).&nbsp; This proposed system would replace the current council tax, which is based on the value of the dwelling and garden, and would be based on just the value of the land itself. The question is, would the Maintained Areas be assessed for LVT?&nbsp;It should be clear now that the Membership must have a clear understanding of the additional liabilities and risks we will have, before voting.&nbsp; A first step must be to identify all of the ‘pros and cons’. Then it would follow that the means to mitigate risks should be determined.&nbsp; Having assembled all relevant information, the Directors should seek comment from the Membership.&nbsp; Having done so, the Directors should negotiate terms of transfer with JW.&nbsp; Some possible demands we could make are suggested below. Once an agreement is reached the Directors should distributed it to the Membership before their recommendations are voted on at a GM.&nbsp;Some proposed conditions to be negotiated.<ul><li>A plan showing the exact boundaries of the Areas to be transferred, Sect 12 of the Title Deed notwithstanding.</li><li>That the area at the north-west corner, presently assigned as allotments, considered for transfer to the SHMC (not subject to S106)</li><li>**That JW &amp; RCC agree to amend the covenant First Schedule, Transfer of Open Spaces, Sect. 1.9 (a) by amending the covenant: Restriction preventing use for any other purpose than [delete ‘public’, insert ‘communal’] open spaces</li><li>That all Areas are H&amp;S compliant**.</li></ul><ul><li>That all trees have an extended viability, are free from disease, and do not require lopping or trimming.</li><li>That the fenced off area along the north boundary is free of debris, rubbish, and also anything obstructing or likely to obstruct water flow.</li><li>That the ground sloping toward the stream is structurally sound and free from potential erosion.&nbsp;</li></ul>·&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Confirmation that all power, water, and drainage facilities have been or will be adopted by the relevant authorities.·&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; An explanation of what structures are referred to in 6.1 of Sect 2 in the Schedule.&nbsp;&nbsp;If JW retains ownership (we decline to take ownership).If JW retains ownership, the land remains private and S106 remains inoperative. On that basis all liabilities and costs entailed in the ownership of the land would remain with JW.However, JW could use the land for its own purposes (say storage of materials and equipment), or may apply for planning permission for further development of the areas, or open the areas to public uses.&nbsp; Any of these possibilities would conflict with our company’s maintenance duties as specified in the TD and be open to discussion.It might be assumed that the existing planning permissions for Spinney Hill would disallow further development by JW but the RCC have stated that they would consider any application for planning permission on its own merits. While it is clear there are no parts of the Areas suitable for further development, there is no guarantee that such an application would be refused (it is also unknown what development might take place in the allotment area).&nbsp;It is presumed that contesting such matters would not be warranted by the membership.&nbsp; On that basis it is concluded that it would be advisable for the SHMC to accept ownership. However, that does not preclude negotiating the terms of transfer before we do so.&nbsp; It is doubted that JW would want the nuisance of administering a small plot of land and should be prepared to negotiate. We do have some leverage.&nbsp;Transferral to a 3rd Party.It seems unlikely that a 3rd Party would want to acquire the land because the S106 disallows commercial, investment, or development possibilities.&nbsp;First Schedule, Transfer of Open Spaces.Sect. 1.9. (Note: ‘land’ means the MA).&nbsp;The following restrictive covenants will be included in the Transfer for the benefit of the Owners [sic] retained land.Restriction preventing use for any other purpose than public open spacesa.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not to be used for a trade or businessb.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not to be used for residential purposesc.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To keep land in good repair and conditiond.&nbsp;&nbsp;&nbsp;&nbsp; Not to obstruct public highwaye.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To keep and properly maintain the boundaries in good repair and condition.f.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To properly keep and maintain any landscapingg.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To keep and maintain the land in a clean and tidy conditionh.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not to cause or permit any nuisance on the landi.&nbsp;&nbsp;&nbsp;&nbsp; On any transfer of the land or any part thereof to procure that any transferee shall simultaneously enter into a direct covenant with the owner/ developer or the&nbsp;whole or relevant parts of the retained land to observe and perform these covenantsj.&nbsp;&nbsp;&nbsp;&nbsp; Not to erect any buildings or other erections except equipment ancillary to the purpose for which the land is transferred.

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<h4>Here's what the SHMC promises to do for you, extracted from your Transfer Deed.</h4>Note: the 'Manager' is the SHMC (not the Agent).And also note that there is no mention of the stream or 'trees'.12.4&nbsp;&nbsp;&nbsp;&nbsp; THE MANAGER COVENANTS12.4.1&nbsp; with the Transferor and as a separate covenant with the Transferee for the benefit of Maintained Areas and every part of them (subject to payment by the Transferee of the Owners Proportion) to perform the obligations on the part of the Manager set out in the Schedule by its employees servants agents or other delegated independent contractors [‘Manager’ is the SHMC]&nbsp;THE SCHEDULEMaintenance Obligations Expenses and Administration of the Maintained Areas&nbsp;PART IMaintained Areas1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Keeping the Maintained Areas properly repaired maintained and surfaced to building standards current at the time the work is undertaken and (where appropriate) lighted. (Grounds Maintenance recommendations, BS 7370, parts 3 &amp; 4.&nbsp; There is no ‘building standard’ unless that means for specific practice, say bricklaying).2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Keeping any landscape areas within the Maintained Areas in a neat and tidy condition tending any flower beds and shrubs in accordance with good horticultural practice and maintaining repairing and where necessary reinstating any boundary wall hedge or fence enveloping the landscape areas &nbsp;[do we have any such?]3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Keeping in good order and repair any Service Installations within the Maintained Areas ("Service Installations": all conducting media and apparatus for foul and surface water drainage gas light water oil electricity telephone electronic transmissions and similar services).4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effecting insurance against the liability of the Manager and the Communal Landowner to third parties and against such risks and in such amount as the Manager shall think fit having regard to the use of the Maintained Areas by both the Owners and the public at large5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Repairing maintaining inspecting and as necessary reinstating or renewing the entrance gates structures and any electronic devices incidental thereto6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Keeping in good order and repair and to replace renew as necessary any play equipment provided by the Transferor in the play areas7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The cost of provision of electricity for any apparatus consuming electricity (such as communal lighting or any pumps) within the Maintained Areas8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Repairing maintaining inspecting and as necessary reinstating or renewing all apparatus equipment plant and machinery not specifically mentioned but which serves the Maintained Areas [could this include litter/dog bins? The LMP says dog bins will be provided and serviced].9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Maintaining any bat boxes or roosts existing on the Estate at the date of this Transfer and those that are provided on any common structure by the Transferor as part of any planning requirement for the Estate&nbsp;&nbsp;PART 2Section 1.&nbsp; The Manager's expenses, outgoings, other heads of expenditure and administration.&nbsp; This Section refers only to financial considerations.Section 2Costs applicable to any or all of the previous parts of this Schedule.&nbsp;The below is the only practical maintenance function mentioned.&nbsp;6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; in and about the maintenance and proper and convenient management and running of the Maintained Areas including in particular but without prejudice to the generality of the foregoing any expenses incurred in rectifying or making good any inherent structural defect in any part of the Maintained Areas (except in so far as the cost thereof is recoverable under any insurance policy for the time being in force or from a third party who is or who may be liable therefore)

THE FIRST SCHEDULETRANSFER OF OPEN SPACE AREA/S&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GENERALThe following provisions shall apply to all transfers of On Site Open Space Areas pursuant to this Agreement1.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The transfer shall be in accordance with the Law Society's Standard Conditions of Sale (4th Edition) "Standard Conditions" in so far as they are not inconsistent with the terms of this Agreement1.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Standard Conditions 2. l , 2.2, 2.3, 4.3, 4.4.2, 5.1 . l, 5.1.2, 52 and 6. I shall not apply to the transfer1.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Transferor granting all reasonable easements and rights to allow the development and use of the land for the purposes specified in this Agreement.The Transferor making such reservations of rights as are reasonable in favour of the remainder of the development including but not limited to the right to lay new services and build even if the passage of light and air to the land transferred is affected.1.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The inclusion of a nuisance clause providing that the shall not suffer or permit to be done any act or thing which may be or become a nuisance to the owners or occupiers of the remainder of the Development.1.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No unduly restrictive or burdensome covenant or clause being Imposed upon the transferee in addition to the provisions contained in this Schedule1.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The land will be transferred subject to:a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; all local land charges, whether or not registered before the date of this agreement, and all matters capable of registration as local land charges whether or not actually registered;b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; all notices served and orders, demands, proposals or requirements made by any local or any public authority after the date of this agreement;c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; all actual or proposed orders, directions, notices, charges, restrictions, conditions, agreements and other matters arising under any statute affecting the Development;d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; all rights of way, drainage, watercourses., light or other easements, or quasi or reputed easements, and rights of adjoining owners affecting the Development, and all liability to repair or covenants to repair roads, pavements, paths, ways, passages, sewers, drains, gutters, fences, and other like matters, without obligation on the vendor to provide evidence of the creation of or to define or apportion any such liability; and any interests overriding the title to the land1.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; An indemnity from the transferee to observe and perform thecovenants affecting the title to the land as at the date of the Transfer will be included in the Transfer1.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following restrictive covenants will be included in the Transfer for the benefit of the Owners retained landa)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; restriction preventing use for any purpose other than public open spaceb)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; not to be used för a trade or businessc)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; not to be used for residential purposesd)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to keep land in good repair and conditione)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; not to obstruct public highwayf)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to keep and properly maintain the boundaries in good repair and conditiong)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to properly keep and maintain any landscapingh)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to keep and maintain the land in a clean and tidy conditioni)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; not to cause or permit any nuisance on the landj)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; on any transfer of the land or any part thereof to procure that any transferee shall simultaneously enter into a direct covenant with the owner/developer or the whole or relevant parts of the retained land to observe and perform these covenantsnot to erect any buildings or other erections except equipment ancillary to the purpose for which the land is transferred.&nbsp;Note: Section 1.6 would apply to any such covenant or clause in the Transfer Deed.&nbsp;The Directors have said they would not consider acquiring the land until the roads have been adopted by the RCC – good, otherwise we might be liable under Sect/1.7 d!&nbsp;&nbsp;