Documents

EMAIL FROM PAUL WHITEHOUSE, CHAIR OF WSRA TO LANGOLLEN WORKS

 

“From: Paul Whitehouse <Paul.Whitehouse@wsra.org.uk> 
Sent: 15 August 2019 16:59
To: Liz McGuinness <businessmanager@llangollen-railway.co.uk>
Subject: Locomotive 4160

 

Dear Liz McGuinness

 You currently have this locomotive in your works.  We are happy with that.

 It is owned by Four One Six O Limited, whose principals are Mike Crees and Paul Johnson.  We have this week issued proceedings against them in the High Court (Claim No  PT-2019-000658) for restitution of a controlling interest in that company, represented by a special category of share issued to this Association.  I attach a copy of the draft particulars.

 It is our case that these shares were improperly transferred to them on or about 25 July 2015.  If our action is successful we would anticipate the company coming back into the substantial control of this Association.

 We would not want to see the locomotive, or any significant part of it, removed from your works during the progress of this litigation.

 If you have any questions please do not hesitate to call me.

 Regards

Paul

 

Paul Whitehouse

Chair of Trustees | West Somerset Railway Association

Company Secretary | WSRA (Promotions) Limited

 Web: www.wsra.org.uk| E: paul.whitehouse@wsra.org.uk | M: 07813 802783

 Registered Office:  The Railway Station, Bishops Lydeard, Taunton, TA4 3BX

The WSRA is a Company registered in England and Wales No 2968284, and Registered Charity No 1041901

WSRA Promotions Ltd is a Company registered in England and Wales no 3312904”

 

 

 

EMAIL TO LANGOLLEN WORKS  FROM SOLICITOR ACTING FOR CREES AND JOHNSON

 

“Dear Ms. McGuinness,

 

We act for Paul Johnson and Michael Crees who are directors of and also shareholders in 4160.  They have asked us to advise them in connection with the email that was sent to you on 15 August, 2019 at 16:59 by Paul Whitehouse of West Somerset Railway Association (WSRA) regarding the locomotive 4160, currently in your workshops.

 

We are somewhat surprised that Mr. Whitehouse has chosen to send you a copy of a draft claim against our clients, particularly as the claim has not been served on them. 

 

There are factual inaccuracies in the claim and we will deal with those in the usual way if the proceedings are served on our clients.  However, given that you have involved in the situation, we have the following comments to make on behalf of our clients.

 

1.       Our clients are not “the principals” of 4160.  The use of that term is seriously misleading. They are two of the three directors of 4160.  Mr. Johnson holds c21% and Mr. Crees hold c15% of the voting shares of 4160.  This includes the shares in dispute (Shares).  Excluding the Shares, Mr. Johnson holds c6% and Mr. Crees holds c0.3% of the voting shares of 4160.

2.       The Shares have never been registered in the name of WSRA.  They were originally registered in the name of an unincorporated association called West Somerset Railway Association (UWSR) (notwithstanding that an unincorporated association has no legal personality and so cannot hold property in its own name).  UWSR was wound up in 1995.  No attempt was ever made to transfer the legal ownership of the Shares to WSRA.  Accordingly, WSRA has never been a member of 4160.  To be a member of a company, a person must have their name entered in the register of members. WSRA has never had its name entered in the register of members of 4160. The use of the word ”restitution” is accordingly misleading.

3.       The Shares represent 30% of the issued share capital of 4160.  They are not on any measure a controlling interest in 4160.  The Shares carry 28,120 votes out of a total of 93,789 votes.

4.       The Shares entitle the holders of the Shares to certain veto rights relating to the affairs of 4160 (as set out in Article 3 of the Articles of association of 4160 a copy of which is attached) and the right to appoint one director out of four to the board of 4160.

5.       The Shares do not give the holder of the Shares any right to direct the affairs of 4160 beyond the veto rights mentioned above and the right to appoint one of the four directors. 

6.       As a matter of law, a shareholder, no matter how large or small their shareholding, has no right to direct the day-to-day operations of their company.  That is the remit of the directors of the company.  Mr. Whitehouse has no authority of any nature whatsoever to seek to issue directions as to what  4160. That authority is vested in the board of directors of 4160.

7.       We note that Mr. Whitehouse says “…if our action is successful…” which clearly acknowledges the possibility that it will not be.  Our clients request that unless Mr. Whitehouse provides you with clear and unequivocal authority of 4160 to issue directions on its behalf, or until you receive an order of the Court directing otherwise, please do not act on the directions of Mr. Whitehouse or WSRA in relation to locomotive 4160 or any other property of 4160.

 

Yours faithfully,  

 

Emms Gilmore Liberson

 

FOUR ONE SIX 0 LTD

www.4160ltd.com

 

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We use your personal data for the following purposes:

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We use your personal data to accept you as a customer to provide you with the products and services you have requested in accordance with the Trading Terms or Terms of Trading.

 

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sending you  communications about our products and services.

It is necessary for us to process your basic contact details, payment details and information about the business you represent for the performance of the Trading Terms or Terms of Trading between us. In particular, we rely on this legal ground to:

provide you with the products and services;

communicate with you about the products and services that we provide to you, including to let you know about major changes to those products and services or to the Trading Terms or Terms of Trading between us or to any related information;

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legal obligation(s) under applicable law to retain data for a certain period of time;

statute of limitations under applicable law;

potential or actual disputes;

and guidelines issued by relevant data protection authorities.

Otherwise, we securely erase your personal data from our systems when it is no longer needed.

 

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You have the following rights regarding your personal data:

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You have the right to be provided with clear, transparent and easily understandable information about how we use your personal data and your rights. This is why we are providing you with the information in this Privacy Policy.

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You have the right to obtain access to your personal data and certain other information (similar to that provided in this Privacy Policy). This is so you are aware and can check that we are using your personal data in accordance with data protection law.

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You are entitled to have your personal data corrected if it is inaccurate or incomplete.

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If you would like to exercise your data protection rights or if you are unhappy with how we have handled your personal data, please feel free to contact us by using the details set out on our Site.

If you're not satisfied with our response to any enquiries or complaint or believe our processing of your personal data does not comply with data protection law, you can make a complaint to the Information Commissioner's Office (ICO) by:

writing to: Information Commissioner's Officer, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF; calling: 0303 123 1113; or submitting a message through the ICO's website at: ico.org.uk

 

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11.  CHANGES TO THIS PRIVACY POLICY

This Privacy Policy was last updated on 28 May 2018. This Privacy Policy may be updated from time to time, so you may want to check it each time you provide personal data to us.


 

 

 

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