SCHEDULES
SCHEDULE 8 Transfers by transfer scheme
Construction of agreements, statutory provisions and documents
8
1
This paragraph applies where, in the case of any transfer to which this Schedule applies, any rights or liabilities transferred are rights or liabilities under an agreement to which the transferor was a party immediately before the transfer date, whether in writing or not, and whether or not of such nature that rights and liabilities under the agreement could be assigned by the transferor.
2
So far as relating to property, rights or liabilities transferred to the transferee, the agreement shall have effect on and after the transfer date as if—
a
the transferee had been the party to it;
b
for any reference (whether express or implied and, if express, however worded) to the transferor there were substituted, as respects anything falling to be done on or after the transfer date, a reference to the transferee;
c
any reference (whether express or implied and, if express, however worded) to a person employed by, or engaged in the business of, the transferor and holding a specified office or serving in a specified capacity were, as respects anything falling to be done on or after the transfer date, a reference to such a person as the transferee may appoint or, in default of appointment, to a person employed by, or engaged in the business of, the transferee who corresponds as nearly as may be to the first-mentioned person;
d
any reference in general terms (however worded) to persons employed by, persons engaged in the business of, or agents of, the transferor were, as respects anything to be done on or after the transfer date, a reference to persons employed by, persons engaged in the business of, or agents of, the transferee.
9
1
Except as otherwise provided in any provision of this Act (whether expressly or by necessary implication), paragraph 8 above shall, so far as applicable, apply in relation to—
a
any statutory provision,
b
any provision of an agreement to which the transferor was not a party, and
c
any provision of a document other than an agreement,
if and so far as the provision in question relates to any of the transferred property, rights and liabilities, as it applies in relation to an agreement to which the transferor was a party.
2
In relation to any such statutory or other provision as is mentioned in sub-paragraph (1) above, references in sub-paragraph (2)(b), (c) and (d) of paragraph 8 above to the transferor and to any persons employed by, persons engaged in the business of, or agents of, the transferor include references made by means of a general reference to a class of persons of which the transferor is one, without the transferor himself being specifically referred to.
10
On and after the transfer date for any transfer to which this Schedule applies, any statutory provision to which paragraph 2(3) of Schedule 6 to the M1Transport Act 1962 applies if and so far as the provision in question relates to any of the transferred property, rights and liabilities, shall have effect as if—
a
any of the references modified by paragraph (a) of the said paragraph 2(3) were, as respects anything falling to be done on or after the transfer date, a reference to such person as the transferee may appoint; and
b
any of the references modified by paragraph (b) of the said paragraph 2(3) were, as respects a period beginning with the transfer date, a reference to so much of the undertaking of the transferee as corresponds as mentioned in the said paragraph (b).
11
1
The transferee under a transfer to which this Schedule applies and any other person shall, as from the transfer date, have the same rights, powers and remedies (and in particular the same rights and powers as to the taking or resisting of legal proceedings or the making or resisting of applications to any authority) for ascertaining, perfecting or enforcing any right or liability vested in the transferee by virtue of the scheme as he would have had if that right or liability had at all times been a right or liability of the transferee.
2
Any legal proceedings or applications to any authority pending on the transfer date by or against the transferor, in so far as they relate—
a
to any property, right or liability vested in the transferee by virtue of the scheme, or
b
to any agreement or enactment relating to any such property, right or liability,
shall be continued by or against the transferee to the exclusion of the transferor.
3
This paragraph is without prejudice to the generality of the provisions of paragraphs 8 to 10 above.
12
If, in the case of any transfer to which this Schedule applies, the effect of any agreement (and, in particular, any agreement under the Railway Road Transport Acts of 1928 mentioned in paragraph 1 of Part II of Schedule 2 to the M2Transport Act 1962)—
a
which was executed before the passing of this Act, and
b
to which the transferee is by virtue of this Act a party,
depends on whether the transferee has power to carry on any activity, it shall be assumed for the purposes of the agreement that any activity which requires the consent of the Secretary of State under the Transport Act 1962 or the M3Transport Act 1968 has been authorised by such a consent.
13
1
References in paragraphs 8 to 12 above to agreements to which the transferor was a party and to statutory provisions include, in particular, references to agreements to which the transferor became a party by virtue of the M4Transport Act 1962 and statutory provisions which applied to the transferor by virtue of that Act.
2
The provisions of paragraphs 8 to 12 above shall have effect for the interpretation of agreements, statutory provisions and other instruments subject to the context, and shall not apply where the context otherwise requires.