A Legal Minefield
1981
I believe the Village Hall Management and Social Committees used to operate as one body many years ago (the Social Committee’s role was to provide entertainment for the villagers). This seemed to change following the legal transfer of Nocton Village Hall to the Parish Council, as a separate Social Club was formed. I understand this was made necessary as the system for grants did not apply to any organisation holding an alcohol licence.
The original conveyance document transferring ownership of the Village Hall to Nocton Parish Council is dated 13 July 1981. This should not be confused with the further conveyance of 27 July 1985, which involved a small transfer of land to extend the Village Hall.
The conveyance documents impose many restrictions and covenants on the Parish Council and the appointed Village Hall Management Committee, but also grant a number of rights over the land. I'm not sure all of the covenants/restrictions have been fully adhered to over the years, but this has never been challenged and as such, it is my perception that some feel these legal restrictions on use can be ignored.
After studying photocopies of the Conveyance documents dated 13 July 1981 and 27 June 1985, extracts from the original conveyance are reproduced below in italics:
Transfer of Ownership
'The Company (British Field Products Ltd) as Settlor... hereby conveys unto the Council all that freehold land situate at Main Road Nocton... and known as Nocton Village Hall...’ as long as the Parish Council will:
Condition
'...observe and perform the covenants, restrictions and stipulations set out...'
The key paragraphs outlined in the Conveyance documents appear to be as follows:
Covenants
‘The Council... will forever:
- ‘... maintain in good and substantial repair, the building known as Nocton Village Hall...'
- ‘... keep free of weeds and rubbish and in a good and tidy condition all parts of the land on which building have not been erected'
- ‘... appoint a management committee to be responsible for ensuring that the land and the rights granted to the Council... are administered in a proper and responsible manner...'
- ‘The Council shall not within 80 years... sell, lease, mortgage, charge or part with, possession or occupation of the land...unless it is first offered back to the Company...' (or their successors), which conveyed it in the first place (there are certain conditions for this to take place).
First Schedule
This outlines certain rights to the Parish Council’s use of the land.
- ‘Full and free right of passage with or without vehicles over the land...’
- The ‘... Council and its invitees or licensees...’ may park private motor vehicles on the land... but only when the Land is in use.
- The right to the supply of electricity
- The right for workmen to enter the Retained Land, but only in order to repair the electricity supply.
Second Schedule
This outlines certain rights to the Parish Council’s use of the land.
- ‘Full, free and uninterrupted right of passage and running...’ of all water, soil, gas, electricity and telephone services... drainage, streams, watercourses, sewers, conduits, cables, wires.
- This permits access by workmen, agents or surveyors ‘... upon reasonable notice’. No notice has to be given in emergencies though.
Third Schedule
This outlines the restrictions for the Parish Council’s use of the land.
- ‘No building or erection or any development shall be erected or carried out on the land... no shed or other outbuilding or temporary building shall be erected...’, unless previously approved in writing.
- ‘... not to use the land other than as the Nocton Village Hall...' without first obtaining approval from the Company (or successor)
- 'No trade or business or profession shall be exercised or carried on upon the land...'
- 'No advertisement, sign or placard (except those present on the land) shall be placed on the land or any part thereof...'
- The land ‘... shall at all times be used only for the purpose of temporary parking of private motor vehicles in connection with the use of land...’ and not to obstruct access to the garages.
- 'Not to cause a nuisance, annoyance or cause damage or inconvenience to the Company or neighbouring owners and their respective tenants'.
As can be seen it is quite a prohibitive document outlining the constraints of use for our Village Hall and its surroundings.
1985
In this year, consideration was given to form a charity to run the Village Hall. At the Ordinary Parish Meeting on 16 April 1985, it was agreed to write to McKinnells Solicitors to invite a Mr Fotheringham to attend a joint meeting of the Parish Council and the Village Hall Management Committee to consider adopting a Charitable Status for Nocton Village Hall. This meeting took place on 20 May 1985.
The Solicitor was given the current deeds to the village hall and other associated papers, in order to produce draft deeds to transfer the Village Hall and land to Nocton Village Hall Management Committee. A copy of the draft Deed was to be provided to the Parish Council Clerk and the Secretary of the Village Hall Management Committee for approval (a copy of this Deed is still in existence in the Parish Council archives).
The Solicitor was then to write to British Field Products Ltd requesting their permission, as required by the original Conveyance document dated 13 July 1981 (this was required as setting up the Charity breached the specific Covenant regarding the Parish Council passing over its ownership).
The application for charity status was however refused by the Charity Commission and the Village Hall remained in the ownership of Nocton Parish Council.
1988
A Constitution for Nocton Village Hall was drafted on 13 April 1988 to make clear who was responsible for what, an extract of which is reproduced below:
'Administration
The Village Hall building, owned by the Parish Council and the Playing Field, leased by the Parish Council will be administered by the Nocton Village Hall Management Committee. The Committee will be responsible for:
- The repair and maintenance of the building and the playing field with its equipment.
- The letting and use of the Hall.
- Running the financial affairs of the Village Hall.'
1995
Nocton Estate was then to change hands again. It was purchased by Nocton Ltd in November 1995 and, at the time, was the largest 'ring fenced' farm (7,500 acres) ever to be sold to a private individual (Paul and Anne Clarke). As we have seen, prior to this the Estate had been owned for 50 years by a number of large corporations.
1998
In 1998, there was disappointing news for the village. The lease on the recreation ground to the rear of the Village Hall was not renewed by Nocton Ltd, as the new owners saw a potential for this land to be developed for housing. Nocton Ltd offered the freehold to an alternative plot, but this offer was declined by Nocton Parish Council as it was deemed unsuitable as a sports field. Furthermore, the Parish Council didn’t agree to the undertaking not to object to any future housing development behind the Village Hall.
2006
The Constitution of Nocton Village Hall Management Committee was altered, which fundamentally changed its responsibilities. It is not clear why this was voted through at the Extra Ordinary Meeting on 5 October 2006, particularly as this does not appear to comply with the Conveyance document of 13 July 1981 and alters the wording laid out in the original Constitution dated 13 April 1988. The extract now reads:
'Administration
The Village Hall building, held in trust by the Parish Council will be administered by the Village Hall Management Committee. The Committee will be responsible for:
- The repair and maintenance of the interior of the building
- The letting and use of the Hall, including the right to refuse any application for hire of any room for any reason it may deem sufficient
- Running the financial affairs of the Village Hall
The Committee recognise that there are areas of mutual interest with Nocton Social Club, who share the hall, and will liaise with the Committee of the Social Club over matters that affect both organisations.'
The change in responsibility for the Village Hall is quite a major alteration and would have had financial implications for the Parish. It moved the responsibility for the external structure of the building over to the taxpayer, instead of the Village Hall Management Committee.
It would be interesting to see the background debate as to why this amendment was felt necessary. The formal Minutes of Parish Council and/or Village Hall Management Committee should have recorded the reasoning.
Additionally, the ‘right to refuse’ clause is very negatively worded. It is very easy to adopt discriminatory practices with such a wide-reaching statement, which may limit the Village Hall's community use.
A more positive approach would have been to incorporate something along these lines instead:
‘The Management Committee will work towards an environment that is based on inclusiveness, where all users can benefit from the facility and the organised events.’
2007
More changes were to take place in this year. Nocton Limited sold approximately 60% of the Nocton Estate (much of it fenland) to a Danish buyer (Nocton Fen Farms Ltd), leaving roughly 2,800 acres in the ownership of Nocton Ltd. A further 340 acres was advertised for sale with Grange Farm in June 2009 and Nocton Dairies Limited (incorporated 22 July 2009) decided to purchase this asset as one of its first transactions (Nocton Ltd and Nocton Dairies Ltd were two entirely separate companies under different ownership).
Nocton Dairies Ltd then made an offer for the remaining farmland still owned by Nocton Ltd (circa 2,400 acres). The land and five properties were purchased in December 2009. This left Nocton Ltd owning one remaining asset from the old Nocton Estate days, the old Estate Yard and agricultural buildings at the railhead in Nocton comprising of some 40 acres.
It appears the original Conveyance documents retained by British Field Products Ltd for safekeeping, had somehow been mislaid or erroneously destroyed during the changes of ownership. However, following extensive enquiries it was discovered that photocopies of these important documents had been retained in various quarters, so all was not lost. This was quite pivotal in proving the Parish Council’s Title to the land, when it came time to register the Village Hall with the Land Registry.
2011
The remaining land owned by Nocton Ltd (old Estate Yard and agricultural buildings at the railhead in Nocton) was sold to Munks Agricultural Contractors Ltd.
2012
It was in this year that much of the original Nocton Estate land was brought back together under one owner. The purchases were made by Beeswax Farming (Rainbow) Ltd.
The Parish Council had also been going through major change, with new Councillors appointed and a new Clerk. As with any new tenure, procedures and paperwork are reviewed as new incumbents take up their role. It was during this research that it was discovered the Title to the land at the Village Hall had never been registered with Land Registry. Slightly more concerning was that some of the Parish Council’s land had been incorrectly registered to another organisation.
The Parish Council therefore put together a comprehensive dossier and appointed a Solicitor to settle the matter. Following the detailed submission, it was very pleasing to learn that the Land Registry granted an Absolute Title to the Village Hall land, rather than just a Possessory Title (which is normally the case when original Conveyances/Deeds have been lost). This corrected the erroneous entry which could have caused problems proving ownership in years to come.
Such is the complexity of the issues surrounding the legal Conveyances there is another issue that really requires clarification... who exactly is the successor to the existing covenants and restrictions?
The restrictive covenants established within the Conveyance documents now fall under the control of the 'successors' to the original company British Field Products Ltd. As we have seen, the Nocton Estate has changed hands many times over the years, currently being owned by Beeswax Farming (Rainbow) Ltd. It is further complicated by the sale of small tracts of former Estate land to other parties.
There is the potential for anyone who acquired Estate land since the date of the original conveyances (in 1981 and 1985), to legally enforce the relevant covenants if they still own the land. The covenants were probably imposed for the benefit of all the land owned by British Field Products Limited and therefore on any sale of any part of that land, even a small part, the benefit of those covenants passes with that land.
In practical terms, the covenants would probably only be of interest to any successor who owns land immediately surrounding the Village Hall. It must be borne in mind that this plot of land does appear on the Lincolnshire Joint Planning Unit's site allocation for housing in Nocton, so there is a risk this could be developed if the conditions are right at the time.
I'm sure there are other legal interpretations within the Conveyance documents that will require clarification too. British Field Products Ltd appointed their own Solicitor to draft the documents initially, whereas the Parish Council had their own Solicitor to check the wording and suggest amendments. The only other time I am aware legal advice has been taken is when one was appointed to sort out the Land Registry Title.
In view of the implications of these complex issues, perhaps it is now time to obtain a full legal opinion on these two documents?
[to be continued]
