Peak Rail Annual Report and Action Group

Can I come in on this once again since it seems to be getting rather confused.

There are two companies, Peak Rail plc and the Peak Railway Association Ltd (PRA). PRAG at this point is only planning to force an EGM in respect of the plc.

Pete has told me much of what happened in respect of his election to the PRA Board (Nov 2014), and you'll note that Pete does not state in the Weekend Rails write up quoted by Jamie Glover what the final vote tally was, but that nobody recorded a vote against him. Wind forward to the first Board meeting (January 2015), and the former Chairman having resigned, Director Paul Tomlinson announced prior to the meeting that he would take the Chair – in fact the company articles state that if there is no Chairman, then the first task of a Board meeting is to elect one from among their number.

Pete told me incidentally that before the meeting even started, Mrs Statham came up to him and about six inches from his face declared “You only get on this Board by invitation. Who invited YOU?”

Anyway, the Company Secretary (a retired solicitor) had previously ruled that he regarded the election as valid, nonetheless the first hour of the meeting was solely concerned with arguments and counter-arguments. Pete's “suspension” was dubious (you cannot legally “suspend” a Director, else it would happen during every Board-room spat) and the reply from Mr Tomlinson when Pete asked whether he thought his action was legal was a classic.

It then took until March to come up with a justification for declaring his original nomination invalid, and judging from PRA accounts, probably cost £1k in solicitors fees. In fact, there was another article in the company constitution which effectively says, that if enough Directors voted in favour it didn't matter if the nomination was valid or not, but Pete on advice took the decision not to pursue it further.

At the next AGM, when the controversial changes were made that effectively make it impossible for any rank-and-file member to stand for election, that same Mr Tomlinson undertook to notify the members of the date of the AGM in advance to ensure that this could in fact take place. For neither of the two subsequent AGMs has this pledge been honoured. It was probably this promise that enabled the Board to push the amendment through.

Going back to the plc, Jaydee asked what would PRAG's priorities be? (#223)

If successful at the EGM, the matter would be first and foremost what the replacement Board finds, that is, resolving outstanding litigation and the financial complications that have arisen from it. As far as we are aware, PR plc has yet to pay the costs associated with the Part 36 that it paid last September, has agreed to settle Grinsty's costs associated with the injunction application it took out against PR's actions in blocking a carriage departing for the EVR (this was mid-2017 but the agreement to pay those costs was only made on March 5th) and there are one or more further writs issued by Grinsty, which altogether must amount to something of the order of £85-100,000, plus the on-going costs that solicitors accrue in dealing with such matters. Until these issues are addressed, the idea of promoting a policy that you and I as railway enthusiasts look for is a trifle meaningless.

Crantock in the following post makes a valid point and one that we at PRAG have mulled over many times. The issue may have to be resolved the hard way: it depends on the replacement Board's view of the company's solvency.

Daveannjonn (#236) commented “I certainly haven't come across any PR volunteers who want Mike Thompson back” - but then, given the volunteers' view will be influenced by the picture of him painted by the PR plc Board, would you really expect otherwise?

 

I foresee four people taking over as new directors of Peak Rail plc.

George killed one but wasn't green with envy.

If I needed a paraffin can filling I would contact this leasing company.

Dingley Dell, Foxhole or just hauling stone the next one can be found volunteering.

First point of call to whistle blow, once a railway inspector.

 

So I guess we wait until an EGM is called and see what the outcome is then....?

...or perhaps there are some things to ponder, if there is a 'regime change'. I'm not expecting answers, but these are just a few questions that would be going through my head (assuming PR will still be a going concern after the financial side of things has been reviewed):

1. With situations like this, things can get very polarised. There ends up being winners and losers, depending on which side 'wins'. So how would the victor, whoever they are, bring everyone on the railway back together, clear the air, build bridges and create a sense of an informed community with a purpose again?
2. If the PLC board is changed, there will be people who are currently on the PLC board who will still be on the PRA board and the DWVRT. So how would the new board of the PLC work with the PRA/DWVRT?
3. How would a new board rekindle the enthusiasm on the railway and enable everyone to feel a desire, and be empowered, to contribute to Peak Rail?
4. Just what would the immediate purpose of Peak Rail be, and I'm not talking about getting to Buxton, but rather to provide be a valuable educational and enjoyable visitor attraction to the local community and visitors?
5. What would success look like for Peak Rail by the end of the year, in two years , in five years?
6. How would such a change be communicated to the volunteers, shareholders, stakeholders, local councils, the railway preservation community, visitors, etc?
7. How would a new team breath new life into the railway, make it fun and a place where people would want to come and contribute?

Here's a question for all the directors of all the organisations:

1. Why do you do it?
   
2. Why did you want to be a director?
   
3. What do you want to get out of it....or rather contribute to Peak Rail?
4. What matters to you the most: the railway or the people on the railway?
5. What do you bring to the table that can make Peak Rail a place where volunteers, visitors, shareholders, local community and stakeholders want to invest their time, money and effort?
6. Do you really know the desires and expectations of the volunteers, visitors, shareholders, local community and stakeholders that have the potential to make Peak Rail a success?
7. How can you make it a better place than when you came?
   
8. How often do you engage and communicate with the people on the railway?
9. What do you think the purpose of Peak Rail is?
10. What could you do better?

Boy, I wish these sorts of things could be discussed at board meetings. I'm not a director by the way, but from where I sit, being a director is to be a responsible servant to the railway and its people. There is a responsibly for safety, well being of the volunteers, openness and communication with all the contributors to the railway, provide strong and fair leadership, accept the majority view and direction, even if it is not your own, protect the financial security of the railway, make it fun!! I mean, that's why we are here, isn't it?

Well, there we go. That's my brain dump, for what it's worth.

 

Valid questions for both sides to answer. Didnt know there was yet more litigation against peak rail by grinsty too the tune of 85 to 100k on top of the ones already settled inc the injunction costs. How wrong had it gone for so much litigation between to parties and cost peak rail so much money

 

Try eight years and stick a load of personal issues in to this

 

8 years, why even let it drag on so long. Parties fall out just go seperate ways and move on. Not drag it out. Sounds like one big fallout over issues

 

What are the litigant's views? Will he drop the action if there are changes? Otherwise PRAG need legal advice on reforming a new company and avoiding historical litigants(there may be more???), if they manage to accede. Otherwise fundraising is still going to be nigh impossible, knowing its going into someones back pocket.

 

One thing I've never got a definitive answer to is, if the plc goes down is the LRO also lost? Something to consider if you are thinking of a new company.

Dave

 

Insolvency would presumably trigger a right of the freeholder to terminate the lease of the trackbed etc, so all sorts of undesirable consequences would flow.

 

I assume the PLC holds the LRO. If the company fails and a new one takes over then they have to apply for the LRO to be transferred to the new Co. Not cheap, could take quite a while and no services would be allowed to run from the day the old Co. fails until the new LRO is in place.

 

I am not a lawyer, but I would have thought that it would be illegal to dissolve a company with assets purely to avoid outstanding litigation.

Keith

 

There is no point dissolving the company unless it is truely insolvent and so far it isn’t. The point is it might be unless things change soon.

 

Is there no end to the efforts of the Peak Rail Plc management to run the line into bankruptcy? It is now revealed that a Birmingham firm of solicitors has been retained to conduct a possible case of defamation against Pete Briddon.

As we all know, the current state of financial affairs has been partly caused by the PR Plc management rushing to recruit numerous and ever changing groups of learned gentlemen to either defend or fight civil actions where there has been no chance of success in the first place, The phrase "We shall mount a robust defence" once uttered by a failing (but still in power) managing director to PR members immediately comes to mind. So far PR Plc have lost all of their defended court cases hands down.

Do the carefully gerrymandered boards ruling over the PR Plc and the PRA ever consider consulting with their long suffering shareholders or association members? Have minutes of either of the PR company's board meetings ever seen the light of day in recent times?

Will the future invoices from Pinsent Mason, solicitors of Birmingham, finally provide the entrance to the financial basket case that PR management is skilfully creating?

 

Jamie, that reads like conspiracy central or the WSRA ex directors website. You do not know the state of PRs financial affairs. The P&L has undoubtably been shot to pieces but the balance sheet when last seen had £100k of cash and they have allegedly had a benefactor.

The 2017 accounts need approving and filing by 30 June so should be circulated soon. We will see then. If change is to be made then the reform groups need to be sharing a manifesto.

There are too many wishing insolvency on here. Blowing capital on revenue costs and legal fees is bad management. Hopefully a respectable Birmingham law firm will speak truth unto power.


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As did not appear to be the case with the WSRA with a similarly sized firm.


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There are some honourable (to use an old-fashioned term) lawyers, but there are also many - far too many - who are more than happy to take a client's money for stupid activities. They're happy to put their own interests first. 'Have the T-shirt', as they say.

Noel

 

Interesting piece in Steam Railway this month regarding the on-going situation at PR, including a rather curious disclaimer at the end from SR itself regarding certain matters raised in the piece.

 

Fair comment by crantock, going insolvent would create a set of new challenges for any new group. Legal stuff runs its course in any case. Put all the evidence together if theres any and would it stand up in court. Costly affair for all

 

So reading the STEAM article my interpretation(forgive me if this is incorrect) the Director suing PR for allegedly using his loco more than a verbal agreement has been paid out by a generous benefactor at coincidentally the same time as Pete Waterman took over as President. So perhaps a friendly putsch has taken on and the others perhaps should meet and see if they can come together for the common good of the line. Perhaps they deserve to be part of the future Directors and litigants don't. To me that's £130,000 off the bridge to Bakewell and in some fat cats pocket.

 

Or, alternatively, said "fat cat" (does that apply to all loco owners, I ask myself?) had an agreement, found it being broken, and took measures to protect his property. Legal fees don't come cheap, and if accounts are correct, PR management ratcheted them up before backing down. In that circumstance, I would need a LOT of persuading to accept a settlement that didn't at least put me back where I would have been had the agreement been adhered to.

At which point I have to ask how the £130,000 was lost to Peak Rail.