Spinney Hill Notes - Spinney Hill Residents Hub

Maintenance Obligations

Sect 106 Agreement

2025 -26 AGMs

Land ownership

Companies Act Sect 281

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 (any 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 (see Page 'Companies Act Sect 281')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.You were told that Members can request an Extra Ordinary Meeting. So they can under Sect 303-306 of The Act. But it isn't a simple process. if the Directors fail to call a GM then not less than 5% of members can do so but the Directors have a right of veto. Before calling a meeting the members should conduct a minipoll to ensure they had sufficient support. Depending on the type of resolution 75% of Membership must attend and vote. And, if the matter is urgent, the members may have to seek a court instruction.

Spinney Hill Notes

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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).The Transfer Deed is a legal contract. The SHMC is responsible for carrying out the maintenance duties specified in the Schedule copied below; exactly those duties, no less and no more.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]12.8.17 It is the express intention that the Transferor or Manager shall recover through the Maintenance Expenses the entire costs and expenses incurred in connection with the maintenance and administration of the Maintained Areas."Maintenance Expenses": means the monies actually expended or reserved for periodical expenditure by or on behalf of the Manager or the Transferor in carrying out its obligations specified in the Schedule (including those incurred in the performance of the obligations set out in Part I of the Schedule and the sums referred to in Part 2 of the Schedule)THE SCHEDULEMaintenance Obligations Expenses and Administration of the Maintained AreasPART 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. (Author's note: 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 EstatePART 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.The below is the only practical maintenance function mentioned.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 SECTION 106 AGREEMENT,.THE FIRST SCHEDULE, TRANSFER 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 Agreement.(Sects. 1.1 TO 1.7 are procedural, not copied - below are the covenants that must be observed).1.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; An indemnity from the transferee to observe and perform the covenants 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.Note: Section 1.6 would apply to any such covenant or clause in the Transfer Deed.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;

Key conditions in the  transfer of land from Jeakins Weir Ltd.

<h4>AGM 4th June 2025.</h4><h4>At the June 2025 AGM, the Membership rejected a motion that the Company should have an AGM every year. They did so on the basis of misinformation they were given and which they took on trust. On reflection, the Membership may conclude that they did themselves a significant disservice and that an AGM is exactly where Company business should be conducted. </h4><h4>At an ‘Owners Meeting’ held on 6th May 2026, the Directors claimed that a resolution to acquire the land had been passed at the AGM of June 2025.&nbsp; No such resolution was approved at that AGM, nor was any Written Resolution voted on.</h4><h4>In 2025 the Directors had given notice that there would be two meetings; an AGM, followed by an Owners/Residents Meeting.&nbsp; The Minutes of the AGM records mis-directions presented by the Directors to the Members.</h4><h4>At that AGM a resolution had been proposed that the Company should hold an AGM each year. The resolution was rejected because of the misinformation the Members were given, which is actually recorded in the Hegarty Minutes (bold font added):</h4><h4>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;‘. . . Lee Marston (HPM) informed the members that Companies House does not intend for any Residents Management Company, such as Spinney Hill, to be burdened with company business. Instead, the company was formed to manage the daily operational and financial matters of the development. The key point emphasized was that a Residents/Owners Meeting is the appropriate platform to discuss these matters in detail and to ensure that members have the opportunity to engage fully with the process.’</h4><h4>‘Paul Browne provided further clarification that Companies House does not mandate formal AGMs for non-profit organisations such as Spinney Hill (Oakham) Management Limited. Under the 2006 Companies Act, the formal structure of an AGM is deemed unnecessary and time-consuming for a residents’ management company. Instead, practical matters such as service charge discussions should take place in a Residents/Owners Meeting . . . ’</h4><h4>‘LM (HPM) confirmed Paul Browne’s explanation, stating that the current Table A Memorandum and Articles explicitly state that AGMs are not required. Paragraph 2(a) in the model articles supports this, while also allowing directors or members to call a general meeting when needed, provided proper notice is given.’</h4><h4>These statements by the Directors were serious misrepresentations of the law, which the Membership took on trust and voted accordingly. In respect of the statement of the Managing Agent regarding The Articles, neither The Act nor the Company Articles prohibit AGMs – it is a matter of choice, as required under Sect 281 (see Page 'Companies Act Sect 281'). The effect of the ‘Articles’ were factually incorrect and irrelevant.&nbsp; On Incorporation bespoke articles were adopted, and Article 20 states that the ‘Model Articles do not apply.’</h4><h4>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; With regard to the acquisition of the title to the communal areas, the AGM Minutes recorded this;</h4><h4>‘General discussion followed about the impact of Section 106 agreements on land transfer and covenants. Paul Browne, as Portfolio Holder for Planning at Rutland County Council, confidently stated that Section 106 is an ancillary planning matter detailing permissions regarding whether roads or sewers should be adopted by the local authority but does not govern maintenance or upkeep.’</h4><h4>That is not so. The Sect 106 Agreement for Spinney Hill specifically addresses the transfer of the land in ‘The First Schedule, Transfer of Open Spaces’ and has restrictive covenants in Sect 1.9. The Second Schedule contains specifications for the maintenance of the areas. See Page 'Sect. 106 Agreement).</h4><h4>It was also claimed that, ‘The discussion concluded that the land is already designated as public open space regardless of ownership’. There is no basis for such a claim. Section 1.9(a) of the First Schedule is a restrictive covenant ‘ . . . preventing the use for any purpose other than public open space’.&nbsp; The Schedule is clear that this and other provisions come into force AFTER the transfer takes place. Rutland County Council Planning Dept has confirmed that is the case.</h4><h4>Covenant 1.9(a) has serious implications for the control of the areas, which should be understood before acquisition.</h4>

The transfer of the Spinney Hill Maintained Areas (Open Spaces) is a matters solely for the homeowners to decide.&nbsp; This can only be done at a General Meeting of the Spinney Hill (Oakham) Management Company Limited (SHMC).The following concerns seem to amount to the necessity of obtaining a profession insurance survey. Previously, Chamonix/FirstPort provided an insurance policy statement that contained some very odd cover; for employee insurance, and building insurance for £337,000! We have neither. We must obtain insurance cover that reflects the real risks we could face.It may seem commonsense that we should own the land that we are obliged to maintain.&nbsp; However, as your solicitor did in the purchase of your home, it is common practice to carry out searches into the status of the land, to ensure there are no hidden problems.In Spinney Hill there are two immediate concerns;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The maintenance of the Gwash stream, which is a common law liability of the land owner, and2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Section 106 Agreement covenant that, on transfer of the land from the developer to new owner, the general public has right of access to and use of the Open Spaces.There are other possible liabilities that are entailed in land ownership but these two are the most problematic.Gwash stream.The Environment Agency did carry out an inspection of the stream in 2020 and again more recently and found it was adequate for purpose.&nbsp; However, given the increasing effects of climate change its longer-term adequacy should considered.&nbsp; Can and should we insure against potential flooding risks?&nbsp;The EA said that that obstruction of flow in ‘our’ area would cause flooding north of Brooke Road. Would the insurer require regular checks and cleaning of the stream?&nbsp; We share responsibility for watercourse maintenance with the properties on the north bank; how would that be managed?The other concern related to Gwash is the condition of its trees.&nbsp; In a pre-development survey in 2010 the Gwash trees were given a life expectancy of ten years.&nbsp; In 2022 one of the largest trees fell, for no obvious reason.&nbsp; In the event of a major storm many of the trees could fall and the cleanup would be a major operation.&nbsp; Can and should we insure against such risks?&nbsp; What conditions would the insurer impose?In this author’s opinion, Jeakins Weir, as owner of the land, currently bears the liabilities described above.&nbsp; On transfer of the land those liabilities would pass on to the new owner.The Section 106 Agreement.The 2013 agreement between JW and the RCC has in its First Schedule, ‘Transfer of Open Spaces’, Sect. 1.9, restrictive covenants that come into effect when the land is transferred.&nbsp; Covenant 1.9a is a ‘restriction preventing use for any other purpose than public open space.’&nbsp; The RCC Planning Dept has stated that this covenant permits the general public to access and use our communal areas, so that Spinney Hill could not be considered a ‘closed community’.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To propose that giving the general public access to our communal spaces would prevent Spinney Hill being regarded as a closed community is not rational; the RCC will be adopting the development roads ,when they will then become public highways.&nbsp; However, the prime concern is that covenant 1.9a has effectively made a nomansland of our communal areas.Whether or not we own the areas, we cannot prevent the public from entering our spaces, nor can we regulate their behaviour.&nbsp; Since the areas are private property, the RCC has no powers to regulate the areas.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; It may well be that extreme circumstances (say travellers setting up camp) will not arise and that any nuisances are minor. However, if something more concerning should occur, better we have full control.&nbsp; In negotiating the transfer of the land, we should require that that this particular covenant be rescinded.&nbsp; Our leverage is that we could refuse to take ownership – it would not be in JW’s interests to continue as landowner. This negotiating tactic would need to be carefully considered.It is doubted that JW could transfer the land to third party; the land has no commercial, investment or development value - and retains certain liabilities.Other liabilities (in addition to the Gwash problem)Erosion, subsidence, diseased and/or fallen treesDrainage and Subsoil structuresProtection of dangerous placesResponsibilities, liabilities, under the Landscape Management Plan.If JW had to retain ownership of the land, and all of its liabilities, there remains to possibility that JW might decide to use the land for its own purposes. That would conflict with the provisions of the Transfer Deed. It should be a matter of negotatiation.The Land Management Plan.The LMP is a 2013 agreement between JW and the RCC which sets out in great detail how the Maintained Areas should be developed and maintained. The plan was a condition of the Planning Permission granted after appeal and, it is mooted, lasts in perpetuity subject to review and revision every five years.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Given that the plan can be revised, the conditions in the agreement can be viewed as at least flexible.&nbsp; However, neither JW nor the RCC have carried out some clear responsibilities, by neglect rather than design perhaps.&nbsp; The plan itself is written in Alice-in-Wonderland terms that were never likely to be realised.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This author’s conclusion is that the SHMC does not have any liabilities under the plan, even if it adopts the land.&nbsp; That would be subject to a legal opinion, of course.Public Liability Insurance.Under the Transfer Deed, the SHMC has to provide ‘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 large’. Given that the land is, and may continue to be, owned by JW it seems inappropriate that we should pay for the consequences of JW’s neglect, e.g. if a diseased tree fell on someone. This provision needs clarification.

Ownership of the Maintained Areas.

<ul><li>The only legal way to do substantive company business is at a General Meeting of the Membership, or by way of Written Resolution. Other gatherings, such a 'Owners/Residents' meeting have no legal standing nor do any 'votes' at such meetings.</li></ul>Here is the relevant extract from the Companies Act 2006 (bold font added).Part 13: Resolutions and MeetingsSect 281(1) A resolution of the members (or of a class of members) of a private company must be passed—(a) as a written resolution in accordance with Chapter 2, or(b) at a meeting of the members &nbsp;. . .Explanatory Note 521.. . . . the current law (CA 1985) is drafted on the basis that the main way in which shareholder decisions are taken is in general meetings.The new provisions proceed on the basis that in future this will not be the case for many private companies. Private companies will not be required in future to hold general meetings; instead provision is made for new procedures for decisions to be taken by written resolution.Explanatory Note 523.This section [281] provides that members’ resolutions can only be passed in accordance with the provisions of this Part. . . . . Subsection (1) allows a private company to pass a resolution either as a written resolution or at a meeting of the members.

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