EMAIL FROM PAUL WHITEHOUSE, CHAIR OF WSRA TO LANGOLLEN WORKS
“From: Paul Whitehouse
Sent: 15 August 2019 16:59
To: Liz McGuinness <firstname.lastname@example.org>
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.
Chair of Trustees | West Somerset Railway Association
Company Secretary | WSRA (Promotions) Limited
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.
Emms Gilmore Liberson”
FOUR ONE SIX 0 LTD
1. IMPORTANT NOTICE
You have the right to object to us processing your personal data for our legitimate business interests or for direct marketing purposes (including any related profiling). For more information about your rights and how you can exercise them, please see the section Your rights.
2. PERSONAL DATA WE MAY COLLECT AND WHY
Personal data is any information which identifies you personally whether directly (for example, your name) or indirectly (for example, information about your use of our services).
We may collect the following data about you:
Contact details: your name, email address, and telephone number so that we can contact you in response to an enquiry you make via our Site or in relation to our services that we have from time to time agreed to provide to you;
Correspondence: we collect any additional personal data you may provide to us from time to time if you contact us by email, letter or telephone, through our Site, or by any other means;
Transaction details: we will collect information relating to transactions you carry out through our bank account and for the purposes of fulfilling your orders;
Details of visits to the Sites: details of your visits to our Site is not recorded, only statistical country location and browser statistics.
What are Cookies?
a. What cookies are used on this Site?
The cookies used by our service provider for our Site are as follows:
b. How can I reject or opt out of receiving cookies?
You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. The "Help" menu of the toolbar on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. For more information about cookies and how to stop cookies being installed or how to delete existing cookies from your hard drive visit the following website: http://www.allaboutcookies.org.
If you want to know more about how cookies work and how to manage or delete them, visit the World Wide Web Consortium's website.
4. HOW WE USE YOUR PERSONAL DATA
We use your personal data for the following purposes:
To provide you with the products (shares) and services you have requested
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.
We use the contact details you have provided to us so that we can communicate with you about the products (shares) and services that we provide, and any changes to the Trading Terms or Terms of Trading between us or to any related information.
We use your personal data to be able to provide and improve the customer support we provide to you (for example, where you have questions about our products and services).
To maintain our records and improve data accuracy
Like any business, we process personal data in the course of maintaining and administering our internal records. This includes processing your personal data to ensure that the information we hold about you is kept up to date and accurate.
To respond to enquiries, complaints and disputes
We use the personal data we hold about you to help us respond to any enquiries or complaints you have made, or deal with any dispute which may arise in the course of us providing our products (shares) and services to you, in the most effective manner.
To investigate, detect and prevent fraud and comply with our legal obligations
In certain circumstances, we use your personal data only to the extent required in order to enable us to comply with our legal obligations, including for fraud detection, investigation and prevention purposes. This may require us to provide your personal data to law enforcement agencies if they request it.
5. LEGAL GROUNDS FOR PROCESSING
Data protection law requires us to only process your personal data if we satisfy one or more legal grounds. These are set out in data protection law and we rely on a number of different grounds for the processing we carry out. These are as follows:
In certain circumstances, we process your personal data after obtaining your consent to do so for the purposes of:
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;
provide and improve customer support; and notify you about changes to our service If you choose not to give some or all of the aforementioned information to us, this may affect our ability to provide our products and services to you.
In certain circumstances, we also use your personal data only to the extent required in order to enable us to comply with our legal obligations, including to detect, investigate and prevent fraud.
6. WHO WE SHARE YOUR PERSONAL DATA WITH
We do not share any of your personal data with any third party.
7. HOW LONG WE KEEP YOUR PERSONAL DATA FOR
We retain your personal data for no longer than is necessary for the purposes(s) for which it was provided. What this means in practice will vary between different types of data. When determining the relevant retention periods, we take into account factors including:
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.
8. YOUR RIGHTS
You have the following rights regarding your personal data:
8.1. Rights to be informed
8.2. Right of access
8.3. Right to rectification
You are entitled to have your personal data corrected if it is inaccurate or incomplete.
8.4. Right to erasure
This is also known as 'the right to be forgotten' and, in simple terms, enable you to request the deletion or removal of your personal data where there is no compelling reason for us to keep using it. This is not a general right to erasure; there are exceptions.
8.5. Right to restrict processing
You have the right to 'block' or suppress further use of your personal data in certain circumstances. When processing is restricted, we can still store your personal data, but may not use it further.
8.6. Right of data portability
You have the right to obtain and reuse your personal data in a structured, commonly used and machine-readable format in certain circumstances. In addition, where certain conditions apply, you have the right to have such information transferred directly to a third party.
8.7. Right to object to processing
You have the right to object to us processing your personal data for our legitimate business interests or for direct marketing purposes (including in each case any related profiling).
8.8. Right to withdraw consent to processing
If you have given your consent to us to process your personal data for a particular purpose (for example, direct marketing), you have the right to withdraw your consent at any time (although if you do so, it does not mean that any processing of your personal data up to that point is unlawful).
8.9. Right to make a complaint to the data protection authorities
You have the right to make a complaint to the Information Commissioner's Office (ICO) if you are unhappy with how we have handled your personal data or believe our processing of your personal data does not comply with data protection law.
9. HOW TO CONTACT US
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
10. LINKS TO OTHER WEBSITES