At the open floor meeting on 1 September, some fans raised questions about the ownership status of Brockhall. There were persistent rumours that the Walker family trust had imposed restrictions on the use or future sale of the Brockhall training ground. In addition, rumours are now circulating on social media about the potential for the owners to sell Ewood Park. The Rovers Trust has looked into these issues. We hope it clarifies the position for Trust members and all Rovers fans.
Note – this post is based on publicly available documents and general principles of law. We have had no access to documents that are not in the public domain. It seeks to explain some of the relevant legal principles and does not constitute legal advice.
The Brockhall Training Ground
Some background is needed on the relevant general property law principles. The law is not keen on allowing the sellers of property to impose conditions on buyers (who become the new owners) on how they can use that property. I cannot sell you my car and make it a condition that you never drive it past my house. There are limited exceptions in relation to the sale of land;
Restrictive covenants – these are terms in a contract for the transfer of land that require the new owner to refrain from doing something. These can run with the land, i.e. bind subsequent owners,
but only if they are for the benefit of neighbouring properties. When people talk about the Walker family trust imposing protections on the use of Brockhall as the training ground for BRFC when they sold the club to Venky’s, this is the legal tool that they are referring to.
The Rovers Trust Secretary, Anthony Corry, undertook research of the Land Registry records and discovered the following.
- Brockhall is owned by Blackburn Rovers Football and Athletic Ltd (referred to hereafter as BRFC) on a 999 year lease.
- BRFC acquired the leasehold property from London and Auckland Estates Ltd on 17 September 1993.
- There was no separate conveyance of the land when Venky’s (London) Ltd acquired 99.9% of BRFC in November 2010.
In simple terms the situation is this.
- Brockhall forms part of the assets of Blackburn Rovers Football and Athletic Ltd
- Blackburn Rovers Football and Athletic Ltd is 99.9% owned by Venky’s (London) Ltd
- From the public domain documents, there was no attempt to impose additional protections on the continued use of Brockhall as the training ground when the club was sold to Venky’s in 2010.
Rovers Trust also thought it prudent to request a copy of the 1993 transfer document from the Land Registry. This is a public document. The 1993 transfer shows that a number of restrictive covenants were included in the transfer of the lease to BRFC. These include that the BRFC covenants (i.e. legally promises);
- not to use the property except for sports and recreation, and
- not to apply for planning permission for and not erect any buildings for residential or commercial use [other than for sports and recreation] and not for any industrial use.
The lovely thing about these clauses is that they bind not just the present owner (BRFC - as 99% owned by Venkys) but also any subsequent owners of the property.
Ewood Park is similarly owned by Blackburn Rovers and Athletic plc, which in turn is owned by Venky’s (London) Ltd. The only difference is the existence of an Asset of Community Value order over the ground. This was issued in 2013 by Blackburn with Darwen Council following an application by Rovers Trust, with sterling work by Trust executive officer Paul Brooking.
The Asset of Community Value concept was introduced by sections 87-108 Localism Act 2011. The test is that the property is land ‘which in the opinion of the authority is in a current use that furthers the social wellbeing or social interests of the local community, and it is realistic to think that this use can continue.’ Rovers Trust successfully argued that its use as a football ground for Blackburn Rovers met that ‘social wellbeing’ and social interests of the local community test.
The principal effect of listing is a moratorium (i.e. a period of delay) on the disposal of the land by the owners (s.95). It aims to prevent the sale of socially important assets without notice and without giving any community interest group the opportunity to be treated as a potential bidder. The moratorium would allow any community group a more realistic timeframe for raising funds and bring community and political influence to bear on any potential sale.
The listing decision of October 2013 therefore prevents the owners of Ewood Park from selling the ground without notice or the chance for the Rovers Trust (or any other community group) to bid for the asset.
To clarify: this provides a right to bid and not a right to buy. The Asset of Community Value listing does not require Venky’s to sell the ground to Rovers Trust (or any other community group) or to give them first refusal on any asking price. The law simply requires that public notice be given, and that community groups have six weeks to register interest in being a potential bidder, which triggers a six month waiting period. At the end of that six months the owners can sell to whomever they like at whatever price they like.
At the most basic level;
- Venky’s own Brockhall and can sell it on, but any buyer of the property would be bound by the restrictive covenants in the 1993 lease transfer. This limits the potential parties who would be interested in buying the land.
- Venky’s own Ewood Park and can, after waiting through the six-month moratorium, sell it on without restriction. If Venky’s sell Blackburn Rovers Football and Athletic Ltd this would not trigger the moratorium as the direct ownership has not changed.
- There is nothing in property law to prevent Venky’s mortgaging the properties or otherwise using them as collateral. The existence of the restrictive covenants will have an effect on the mortgage value of the property.
In addition to the legal provisions outlined above, there are a wide range of planning restrictions that apply to all the properties that form part of the assets of Blackburn Rovers. Unlike property law, any decisions made under planning law are made by local authorities who are accountable to ‘we the people’. By unified and collective pressure we can ensure that no change of use from the current uses of Brockhall and Ewood Park would get approval. I cannot imagine a single councillor in either
Blackburn/Darwen or Ribble Valley who would be complicit in such wanton destruction.
The fact that supporters groups like Rovers Trust find themselves scratching around in the details of 20-odd year old lease transfer documents for things that might protect their clubs shows the feebleness of FA and Football League regulation. The FA’s claim to be the guardian of the game is hollow. Anyone reading the classic books on the business of football (Goldblatt, The Game of Our Lives; Conn, The Beautiful Game?) is struck by the seemingly endless procession of clubs being put into existential difficulty by reckless and on occasion malicious ownership. Who stands on the sidelines, barely bothered to even wring their hands in despair? The FA. Who rolls their sleeves up and spends huge amounts of time, energy and money saving those clubs? The fans and the wider community of football supporters.
I have seen some comments on Twitter stating that the efforts of the Rovers Trust in getting Ewood listed as an Asset of Community Value are worthless. These comments are plain wrong. Fans of many clubs have struggled to find out what are the ownership arrangements over their grounds, or discovered after the fact that the key asset of the club has been sold on (Bury, York City, Notts County are only a few examples). The moratorium on the sale of the ground that we have guaranteed gives all Rovers fans valuable breathing space. We can mobilise further, enlist every ounce of public support that we can and decide where we can be most effective in applying our
considerable collective efforts. That is why you should join Rovers Trust and/or the other supporter groups and get behind the unified campaign of ‘We Are Rovers’.
We can announce the next step in that campaign here. Rovers Trust are intending to apply to Ribble Valley Borough Council to list the Brockhall facility as an Asset of Community Value. This will take time and effort and we do not want to give Rovers Trust members the impression that the application will be straightforward. We are confident, though, of having the support of the whole base of Rovers fans behind this aspect of the We Are Rovers campaign and the longstanding work of
the Rovers Trust in trying to protect the club that we all love.
Michael Doherty, Rovers Trust, part of the We Are Rovers campaign