Transport (London) Act 1969

Section 16.

SCHEDULE 2 Provisions as to Transfers under Section 16

Division or apportionment of certain property, etc.

1 It shall be the duty of the Executive, the Bus Company and the designated company to arrive, whether before or after the vesting date, and so far as practicable, at such written agreements with respect to any property, rights and liabilities transferred under section 16 of this Act, not being rights and liabilities under an agreement for the rendering of personal services, and to execute such other instruments, as are necessary or expedient—

(a) to make, as from the vesting date or as from such later date as may be specified in the relevant agreement, any clarifications or modifications of the division of the London Board's undertaking effected by the said section 16 which they consider will best serve the proper discharge of their respective functions ; or

(b) to divide or apportion between the Executive and the designated company in such proportions as may be appropriate any such property, rights and liabilities so transferred to one of them which immediately before the vesting date was property held, or a right or liability subsisting, partly for the purposes of the activities of the part of the London Board's undertaking referred to in subsection (2) of the said section 16 and partly for other purposes of the London Board ; or

(c) in the case of any such property, rights and liabilities as are mentioned in sub-paragraph (b) of this paragraph the nature of which does not permit such division or apportionment, to afford to the Executive, the designated company and the Bus Company as against one another such rights and safeguards as they may require for the proper discharge of their respective functions.

2 Any such agreement as is referred to in paragraph 1 of this Schedule shall make provision so far as it is expedient—

(a) for the granting of leases or the creation of other rights and liabilities over land whether amounting in law to interests in land or not, and whether involving the surrender of any existing interest or the creation of a new interest or not;

(b) for the granting of indemnities in connection with the severance of leases and other matters ;

(c) for responsibility for registration of any matter in any description of statutory register.

3 If the Executive or the Bus Company represent to the Minister, or if it appears to the Minister without such a representation, that it is unlikely in the case of any matter on which agreement is required under paragraph 1 of this Schedule that such agreement will be reached, the Minister may, whether before or after the vesting date, give a direction determining the manner in which the property, rights or liabilities in question are to be divided or apportioned between the Executive and the designated company, and may include in the direction any provision which might have been included in an agreement under the said paragraph 1 ; and any property rights or liabilities required by the direction to be transferred from one to another of the Executive and the designated company shall be regarded as having been transferred to, and by virtue of this Act vested in, the transferee accordingly.

Rights and liabilities under agreement for rendering of personal services

4 The rights and liabilities transferred under subsection (2) of section 16 of this Act to the designated company shall include rights and liabilities under an agreement for the rendering of personal services by any person (hereafter in this Schedule referred to as an " employee") only if immediately before the vesting date the employee is employed wholly for the purposes of the part of the London Board's undertaking referred to in paragraph (a) of the said subsection (2).

5 Any right to services transferred under the said section 16 shall have effect on and after the vesting date as a right not only to the services to which the agreement relates but also to any reasonably comparable services under the transferee to be selected by the transferee ; and any dispute between the transferee and the employee as to what are reasonably comparable services for the purposes of this paragraph may be reported to the Secretary of State for Employment and Productivity by the transferee and, if a dispute so reported is not otherwise disposed of, that Secretary of State shall refer it for determination by the industrial court.

6 The Executive and the Bus Company may before the vesting date enter into any arrangements with the London Board and any employee of the London Board for the determination of the employee's agreement on or before that date and for the conclusion of a new agreement between the Executive or the designated company and the employee for the rendering of services to the Executive or, as the case may be, that company, and the London Board may become a party to any arrangements between the Executive, the Bus Company, the designated company or any other employer and any of the London Board's employees for the transfer of those employees from the London Board to the new employer on or before the vesting date ; and, without prejudice to paragraph 10(3) of Schedule 1 to the [1963 c. 49.] Contracts of Employment Act 1963 and section 8(2) of the [1965 c. 62.] Redundancy Payments Act 1965, for the purposes of those Acts the employee's period of employment at the time when the arrangements take effect shall count as a period of employment with the new employer, and the change of employer shall not break the continuity of the period of employment.

7 The Executive, the Bus Company, the designated company, or any employee may apply to the Minister to determine whether or not, or to whom, rights and liabilities in respect of the employee's services under any particular agreement are transferred by virtue of this Act, and the Minister's decision on the application shall be final.

Construction of agreements, statutory provisions and documents

8 (1) Paragraph 7 (except sub-paragraph (d) thereof) and paragraphs 8 to 12 of Schedule 4 to the Act of 1968 (which relate to the construction of agreements, statutory provisions and documents after certain transfers) shall apply where any property, rights or liabilities of the London Board are transferred from that Board to the Executive or to the designated company under section 16 of this Act, including any case where they are so transferred by virtue of an agreement under paragraph 1 or a direction under paragraph 3 of this Schedule, as if for any reference in the said paragraphs of that Schedule to that Act there were substituted a reference to this Act.

(2) Where any agreement such as is mentioned in the said paragraph 7 refers to property, rights and liabilities which, under paragraph 1 or 3 of this Schedule, are divided or apportioned between the Executive and the designated company, the agreement shall have effect on and after the date from which the division or apportionment has effect as if it constituted two separate agreements separately enforceable by and against each of those bodies respectively as regards the part of the property, rights and liabilities vesting in that body and not as regards the other part; and this sub-paragraph shall apply in particular to the covenants, stipulations and conditions of any lease by or to the London Board.

(3) For the purposes of the said paragraphs 8 to 12 as applied by sub-paragraph (1) of this paragraph, sub-paragraph (2) of this paragraph shall be deemed to form part of the said paragraph 7.

Third parties affected by vesting provisions

9 (1) Without prejudice to paragraph 8 of this Schedule, any division, apportionment or other transaction between the Executive and the designated company in pursuance of an agreement under paragraph 1 or a direction under paragraph 3 of this Schedule shall be binding on all other persons, and notwithstanding that it would, apart from this sub-paragraph, have required the consent or concurrence of some other person.

(2) It shall be the duty of the Executive and the designated company, if any such transaction is effected, to notify any person who has rights or liabilities which thereby become enforceable as to part by or against one, and as to part by or against the other, of those bodies, and if such a person applies to the Minister and satisfies him that the transaction operated unfairly against him the Minister may give such directions to those bodies as appear to him appropriate for varying the transaction.

10 If in consequence of any such transfer as is referred to in paragraph 8(1) of this Schedule the rights or liabilities of any person other than the Executive or the designated company which were enforceable against or by the London Board become enforceable in part against or by one, and in part against or by the other, of the Executive and the designated company, and the value of any property or interest of that person is thereby diminished, the Executive and the designated company shall pay to that person such compensation as may be just, and any dispute as to whether and if so how much compensation is so payable, or as to the person to whom it shall be paid, shall be referred to and determined by an arbitrator appointed by the Lord Chancellor.

11 Any instrument whereby the Executive or the designated company purport to make a disposal for consideration to some person other than the Executive, the Bus Company or a wholly-owned subsidiary of the Executive or the Bus Company of any land or other property which belonged to the London Board, or which is an interest in property which belonged to the London Board, whether that disposal is absolute or for a term of years, shall be as effective as if both the Executive and the designated company had been parties to that instrument and had thereby made the like disposal of any interest of theirs in the property in question.

12 If at any stage of any court proceedings to which the Executive or the designated company and a person other than the Executive, the Bus Company or a wholly-owned subsidiary of the Executive or the Bus Company are parties, it appears to the court that the issues in the proceedings depend on the identification or definition of any of the property, rights or liabilities transferred under section 16 of this Act which the Executive and the designated company have not yet effected, or raise a question of construction on that section or this Schedule which would not arise if the Executive and the designated company constituted a single person, the court may, if it thinks fit on the application of a person other than as aforesaid who is a party to the proceedings, hear and determine the proceedings on the footing that such one of the Executive and the designated company as is a party to the proceedings represents and is answerable for the other of them, and that they constitute a single person, and any judgment or order given by the court shall bind both the Executive and the designated company accordingly.

13 It shall be the duty of the Executive and designated company to keep one another informed of any case where either of them may be prejudiced by paragraph 11 or 12 of this Schedule, and if either of them claims that they have been so prejudiced and that the other of them ought to indemnify or make a payment to them on that account and has unreasonably failed to meet that claim, the body so claiming may refer the matter to the Minister for determination by the Minister.

Right to production of documents of title

14 Where in the case of any land or other property transferred from the London Board under this Act the Executive or the designated company are entitled to retain possession of any document relating in part to the title to, or to the management of, property so transferred to the other of those bodies, the retaining body shall be deemed to have given to the other an acknowledgment in writing of the right of the other body to production of that document and to delivery of copies thereof; and section 64 of the [1925 c. 20.] Law of Property Act 1925 shall have effect accordingly, and on the basis that the acknowledgment did not contain any such expression of contrary intention as is mentioned in that section.

Proof of title by certificate

15 A joint certificate by or on behalf of the Executive and the Bus Company that any property specified in the certificate, or any such interest in or right over any such property as may be so specified, or any right or liability so specified, is by virtue of this Act for the time being vested in, or in such wholly-owned subsidiary of, that one of the certifying authorities so specified shall be conclusive evidence for all purposes of that fact; and if on the expiration of one month after a request from one to the other of them for the preparation of such a joint certificate as respects any property, interest, right or liability, the Executive and the Bus Company have failed to agree on the terms of the certificate, they shall refer the matter to the Minister and issue the certificate in such terms as the Minister may direct.