Spinney Hill Notes - Spinney Hill Residents Hub

Maintenance Obligations

Sect 106 Agreement

Land ownership

Landscape Management Plan

CA Sect 281

Intro

Here's what the SHMC promises to do for you, extracted from your Transfer Deed.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: there is no such Building Standard. There is 'Grounds Maintenance recommendations, BS 7370, parts 3 &amp; 4).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)<a target="" rel="noopener noreferrer nofollow" href="/land-ownership">Return to Land Ownership</a>

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 covenantsk) not 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.&nbsp;<a target="" rel="noopener noreferrer nofollow" href="/land-ownership">Return to Land Ownership</a>&nbsp;

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

Our starting point is to establish exactly what maintenance the SHMC is obliged to carry out now. That is specified in our Transfer Deed (see link below). Having established that, we then need to determine what obligations/ liabilities/benefits are entailed in owning the land. In the Transfer Deed JW makes it very clear that they own the land - and therefore is responsible for those entailed liabilities (which we would take on should we accept title to the land). In our deliberations the balance between the benefits and liabilities will be the key.<a target="" rel="noopener noreferrer nofollow" href="/maintenance-obligations">Link to the SHMC's present maintenance obligations</a>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 an essential 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 ANY 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.<h4>Gwash stream.</h4>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, the EA said that that obstruction of flow in ‘our’ area would cause flooding north of Brooke Road. Should we insure against such a risk? Would the insurer require regular checks and cleaning of the stream?&nbsp; Land owners on the north bank share responsibility for watercourse maintenance; how would that be managed?The other concern related to the Gwash is the condition of its trees.&nbsp; A pre-development survey in 2010 gave the Gwash trees 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 an expensive operation.&nbsp; Can and should we insure against such risks?&nbsp; What conditions would the insurer impose?There seems to be no doubt that Jeakins Weir, as owner of the land, currently bears the liabilities described above and others. On transfer of the land those liabilities would pass on to the new owner.<h4>The Section 106 Agreement.</h4>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 gives the general public the right to access and use our communal areas, so that Spinney Hill could not be considered a ‘closed community’.&nbsp;Even if the areas were to remain solely for our own use, the RCC will adopt the development roads which will then become public highways, which the public can traverse at will.&nbsp;That would not be 'closed community.' And there is no stipulation that the allotments (if they ever appear) will be reserved for Spinney Hill owners.However, the prime concern is that covenant 1.9a has effectively made a nomansland of our communal areas.Irrespective of to whom JW transfers the areas, the SHMC cannot prevent the public from entering our communal spaces, nor can we regulate their behaviour.&nbsp; It may well be that extreme circumstances (say travellers setting up camp) will not arise and that any nuisances are minor. However, in such a case, since there would seem to be a legal right to enter on the land, with no restrictions or qualifications, the landowner would have no remedy, save in the case of criminal offences or activities that would warrant a civil action.The current RCC Antisocial Behaviour policy is a cumulative process and does not provide any immediate resolution and anyway would not be a remedy for someone peacefully occupying our land. Since the areas remain private property, the RCC has no powers to regulate.Well-maintained communal areas will enhance the value of our homes. It could be that an incident on those areas involving a badly behaved public, could do the opposite - no one wanting to buy a property in a trouble spot.In negotiating the transfer of the land to the SHMC we should require that that this particular covenant be rescinded.&nbsp;There is legal precedence*. Our leverage is that we could refuse to take ownership – it would not be in JW’s interests to continue as landowner. The RCC have stated that, should JW seek further development on the communal spaces, they would consider an application 'on its own merits'. To grant further development would conflict with the existing Planning Permission and the spirit of covenant 1.9b ,which prohibits the use of the areas for trade or business. However, if the RCC wont give an assurance that JWs application would be immediately refused, it is a situation we should prepare for.It is unlikely that a third party would take on the land because it has no commercial, investment or development value - and retains certain liabilities. As we all now know, such a transfer would have no effect on our maintenance liabilities.Liabilities entailed in Sect. 106(Note: Four of the covenants in Schedule 1, Sect 1.9, refer directly to maintenance liabilities)The RCC has no doubt that additional liabilities come with land. In 2025 they told me:'The liability under the agreement rests with the landowner until transferred, in which case the obligations are transferred to the new owner.&nbsp;&nbsp; If the resident’s group do not take a transfer the liability will remain with the current owners . . . . . It is usual when residents groups or Parish Councils take a transfer of POS to have a proper inspection of the site carried out prior to transfer to check for any defects and ensure it is being transferred in good and proper condition.&nbsp; The residents group should take independent advice on this prior to completing the transfer of the land.'<a target="" rel="noopener noreferrer nofollow" href="/sect-106-agreement#article-1">Link to more detailed Sect 106</a>OTHER POSSIBLE LAND OWNER'S LIABILITIES :Erosion, subsidence,Diseased and/or fallen treesDrainage and Subsoil structuresProtection of dangerous placesResponsibilities, liabilities, under the Landscape Management PlanFly tippingAbandoned vehicles<h4>The Land Management Plan.</h4>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.The LMP has a long section (2.15) dealing with diseased pre-development trees; the section makes it clear that the trees were JW's responsibility. There was concern about public safety, should the trees remain. The RCC's 'arboreal' advisor supported removal of the trees. The section concludes with the decision that 'monitoring and removal of diseased trees weill be carried out by Jeakins Weir Ltd in liaison with Rutland County Council.' That didn't happen. Unfortunately, because of the misunderstanding of where the responsibility for the trees lies, the SHMC has carried out work on them. Hopefully that has not created a precedence.&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. A factor that may limit the effect of the LMP is that our Transfer Deeds permit the Company to alter the 'scope' of maintenance. It can also add appropriate maintenance where needed.<a target="" rel="noopener noreferrer nofollow" href="/landscape-management-plan">Link to more detailed LMP.</a>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’. This seems to have been written to protect JW, while they own the land. it seems unfair that we should pay for the consequences of JW’s neglect, e.g. if a diseased tree fell on someone. This provision needs clarification.<a target="" rel="noopener noreferrer nofollow" href="/">Return to home page.</a>*The arbitrary imposition of public access to our communal areas, in this author's opinion, is a invalid planning obligation. There are Supreme Court decisions overturning such planning obligations.The RCC was challenged on this point and predictably they rejected the proposition. In February I submitted the matter to the Local Government Ombudsman, which will arbitrate challenges to Sect 106. It is yet to be allocated! Given their workload an adjudication will be some distance away.If any Member would like to see the argument I submitted to the Ombudsman I will provide a PDF copy.

Ownership of the Maintained Areas.

Introduction.The argument made here is that The Landscape Management Plan (LMP) is no longer relevant to today’s circumstances. Since the LMP and Sect 106 Agreement were contracts between the RCC and JW it must be that any residual obligations of the LMP are those of JW’s and not those of the SHMC, until it accepts a transfer of land. This interpretation is subject to a legal opinion.The LMP of 2013 has an impractical and wildly optimistic view of how the Maintained Areas would be created and managed. The plan has been more honoured in the breach than in the observance. Viewed from 2026 the plan has an Alice-in-Wonderland feel.The LMP says, ‘a landscape buffer up to 15m in width is proposed along the River Gwash corridor forming the northern site boundary enhancing existing wildlife linkages to the east and west.’ [this ‘buffer’ can only apply to the southern bank of the stream].The wooded part of the Maintained Area along the stream’s southern bank cannot be realistically considered either a ‘nature reserve’ or ‘wildlife corridor’, because it is subject to year-round lighting, movement, and sound generated by the tennis club and its carpark. Children have been known to cross the stream and play on the southern bank.Nor is a ‘nature reserve’ compatible with the maintenance specifications in the Transfer Deed and the Maintained Areas Sect 106 covenants (which apply only to the south bank).&nbsp; They require the Area to be accessible to the public, to be kept in good repair and tidy condition, and its boundaries being maintained in in good repair and condition.Since 2013 the actual geography of the area has changed, such that the LMP has little relevance to the situation in 2026. &nbsp;East of the boundary fence at the north-east of the Maintained Area there is a small ‘panhandle’ of open rough land and streambank, which has been retained by the developer, and extends to the busy Uppingham Road. At the west end of the boundary there is land intended (but not yet cleared) for allotments, also retained by the developer. Beyond the allotment area there is the Brooke Road housing development. The stream, which is then little more than a ditch, turns north and is sandwiched between Bowling Green Close houses and the Brook Road development, and then passes under the busy Brook Road.None of these areas are subject to the Spinney Hill LMP or S106. The S106 for the Brooke Road development has no similar provisions.<h4>The origin of the LMP</h4>Appeal Decision 24th August 2011Appeal Ref: APP/A2470/A/2143475Schedule of Conditions.11)&nbsp;&nbsp;&nbsp;&nbsp; A landscape management plan, including long term design objectives, management responsibilities and maintenance schedules for all landscape areas, other than small, privately owned Domestic gardens, shall be submitted to and approved by the local planning authority prior to the occupations of the of the development or any phase of the development, whichever is the sooner, for its permitted use.&nbsp; The landscape management plan shall be carried out as approved. [MN note: The RCC issued a Practical Completion Certificate but did not carry out a survey – they say it is for any new owner to ensure that the Areas were compliant with the Planning Permissions.Landscape Management Plan (extracts). Prepared by FPRC Environment and Design Ltd. 27 March 2013, for Jeakins Weir LtdIntroduction.1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This LMP outlines the long-term landscape management&nbsp; . . . . prepared to satisfy Condition 11 of the Appeal Decision.1.6&nbsp;&nbsp;&nbsp;&nbsp; The Plan is based on a five-year management period. (MN note: the RCC believes the Plan continues in perpetuity).1.7 &nbsp;&nbsp;&nbsp; The Plan promotes the management aims etc&nbsp; . . . . To provide a ‘working’ document for those involved with the management of the Site’s landscape;1.10&nbsp;&nbsp; At the beginning of the five-year management period a Steering Group will be established comprising Jeakins Weir Ltd and Rutland County Council1.11&nbsp;&nbsp; It is intended that Jeakins Weir Ltd. will maintain ownership of the open space areas associated with the development and that the bulk of the work will be carried out by Jeakins Weir in liaison with Rutland County Council. The final details of the management arrangements are the subject of further discussions.The plan was made in compliance with Condition The LMP created a Steering Group comprising Jeakins Weir and the RCC and suggests it will have an on-going monitoring role e.g. Section 6.2, ‘The Steering Group will oversee the use of the allotments’ and (2.19)&nbsp; ‘Monitoring and removal of diseased trees will be carried out by Jeakins Weir Ltd . . .’Who is responsible for operation of the LMP?In April 2024, in reply to a query about the LMP, the RCC said, ‘elements of the landscape management plan are still in effect and are an ongoing requirement for those responsible for the land . . . This confirms the understanding that JW, not the SHMC, is responsible for LMP liabilities. Of course, if the SHMC accepts ownership of the Areas it will take on those obligations.&nbsp;&nbsp;&nbsp;Sect. 106 Agreement.Part 3. The Owners’ Planning Obligations . . . .3.2.6&nbsp; The owner shall submit the On-Site Open Space Area Maintenance Scheme to the RCC.An On-Site Open Space Area Maintenance Scheme (alias Open Space Management Plan, copied below), was Prepared by FirstPort Property Management Co (then Managing Agent) on behalf of JW and was approved by the RCC. You can find the plan on the Google Drive maintained by the Directors.<a target="" rel="noopener noreferrer nofollow" href="/land-ownership">Return to Land Ownership</a>&nbsp;

<h3>Companies Act, Part 13: Resolutions and Meetings</h3>Sect 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;. . .&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 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.<a target="" rel="noopener noreferrer nofollow" href="/directors-update-july-2026">Return to July- 2026 Update</a>

PELELIU, Palau (Sept. 29, 2025) - Lt. Cmdr. Mari Moffitt, educates locals about the importance of proper nutrition during Pacific Partnership 2025, in Peleliu, Palau in support of Pacific Partnership 2025, Sept. 29. Now in its 21st iteration, the Pacific Partnership series is the largest annual multinational humanitarian assistance and disaster management preparedness mission conducted in the Indo-Pacific. Pacific Partnership works collaboratively with host and partner nations to enhance regional interoperability and disaster response capabilities, increased security and stability in the region, and foster new and enduring friendships in the Indo-Pacific. (U.S. Navy photo by Mass Communication Specialist Seamen Elijah Webb)