Disposal of Road Haulage Executive
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SUBJECT to the limitations and conditions provided by the Act itself, it is the overriding duty of the British Transport Commission (subsequently referred to throughout as " the Commission ") to dispose, as quickly as is reasonably practicable, of all the property held by them on May 6, 1953, in respect of that part of their undertaking which consists of the Road Haulage Executive [S. 1 (1)1. This is to include property acquired after May 6, 1953, other than property of a purely expendable nature in the normal course of business [S. 1 (5)3.
1" Property" will include claims for debts and other monetary claims.]
Continuation of Commission's Services
THE Commission themselves are to continue to run services S. 1 (4) and S. 71. As regards that part of their undertaking formerly consisting of the Road Haulage Executive (which is subsequently referred to throughout as " the existing road haulage undertaking ") they are to continue to carry it on pending the disposal of the property, so as to enable the best terms to be realized with the minimum of delay and disturbance to the country's transport system [S. 1 (2)].
Where a notice of acquisition of a road transport undertaking has been served under Part HI of the Transport Act, 1947, before May 6, 1953, it is to be of no effect, but a transfer completed before that date will stand.
Vi will, of course, be disposed of under the other provisions of the Act.] Apart from this exception, the sections in the Act of 1947 which relate to the acquisition of such undertakings by the Commission are repealed [S. 1 (3)1, The Minister may direct that any property held by the Commission on or after May 6, 1953, only partly in respect of the existing road haulage undertaking shall, or shall not, be treated as part of the undertaking, but he cannot compel the Commission to dispose of any property consisting of money or a claim for debt or other money claim [S. 1 (5) (6)1.
By Section 7 it is provided that in future the goods vehicles of the Commission will require licences, but this is not to take effect until the expiry of six months from the date of the passing of the ,Act (May 6, 1953).
[As to road passenger transport, see page 453.1
Moreover, if application for a licence for any vehicle is made by the Commission before the expiration of this six-month period, no licence will be required for its use pending the determination of the application.
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The 25-mile limit is not to apply to the Commission's vehicles.
[It is to cease, in any event, after December 31, 1954. See page 451.]
Where a vehicle belonging to the Commission is destroyed or damaged beyond repair or is disposed of in the ordinary course of business while no licence is still required for itS use, the Commission may substitute for it another vehicle of the same or less unladen weight, or another trailer if the vehicle concerned was a trailer [S. 7 (3)1. Part II of the
• First Schedule to the Act contains provisions regulating application for A and C licence's by the Commission in respect of their vehicles and trailers. If applied for within the six-month period specified by Section 7, then (a) the application will not be refused; (b) the licence will last for five years (beginning on May 6, 1953, and ending on May 5, 1958).
(c) no fee will be payable for the licence. • The total number of vehicles in respect of which the Commission may at any time hold A licences is not to exceed eleven-twelfths of those held by the existing road haulage undertaking at the end of 1952, phis those other vehicles held On April, 1953, by the Commission and used for hire or reward.
[The purpose of this is to place a definite numerical lintit on the number of A licences to which the Commission may lay claim. No expansion at a later date is envisaged, at least during the five-year period.]
The Commission may not substitute a vehicle for one which is the subject of an A licence which has been sold or disposed of as part of a transport unit, nor may they apply for an A licence in respect of any vehicles which on May 6, 1953, were being used by the Hotels Executive, Docks and Inland Waterways Executive or London Transport Executive exclusively for purposes other than for hire or reward. The application may extend to a specified number of trailers.
[As to meaning of " transport unit," see "Sale of Transport Units," page 449.]
Road Haulage Disposal Board
IN Section 2 the Act creates the "Road Haulage Disposal 'Board" (subsequently referred to as " the Board "). The Board arc to consist of six members, all of whom are to be appointed by the Minister of Transport, who will also, designate one as chairman and another as deputy chairman. Of the remaining four members of the Board, one is to be
appointed from amongst nominees of the Commission, and the other three direct by the Minister after consultation with such bodies representing trade and industry, and holders of A. B and C licences as he may choose to consult.
(The Minister is bound to consult representative bodies as to the appointment of three of the nembers of the Board, but the choice of which representative bodies is entirely in his discretion, as is the ultimate choice of members.) No member of the House of Commons may be a member of the Board.
[There is no restriction on the appointment to the Board of members of the House of Lords.] A member may resign at any time by giving written notice to the Minister and, having ceased to be a member, is eligible for reappointment to the Board. Salaries and expenses of members and servants of the Board are to be determined by ths Minister and the Treasury, and paid out of the fund created by the Act.
[See "The Levy and the Transport Fund," page 452.] Any member of the Board either directly or indirectly interested in any transaction with which the Board are concerned must disclose the nature of his interest at a meeting of the Board, and must take no further part in any deliberation or decision of the Board in relation to that matter. Any such disclosure by a member is to be recorded in the minutes. No member appointed from among nominees of the Commission is to be deemed to be interested by reason only of any interest the Commission might have in any matter before the Board.
As regards procedure at Board meetings, a decision may be reached by simple majority, and a quorum is to be three members. A vacancy on the Board does not prevent the remaining members acting. Apart from this, the Board may regulate their own procedure, and may appoint a secretary and, with the Minister's approval, such other servants as they consider necessary.
The Board must, at least once every six months, make a written report to the Minister, showing the progress made in the disposal of the property held by the Commission in respect of the existing road haulage undertaking, and these reports are to be laid before both Houses of Parliament. The report for any period must set out any Ministerial directions given to the Board during that period and any action taken under them.
The Minister may by order provide for the winding up of the Board when a certain stage in the disposal of property is reached [S. 11 (4)].
Where a difference of opinion arises at a meeting between the members of the Board on any matter and the chairman, or in his absence the deputy chairman, considers it sufficiently important and desirable, the question may be referred to the Minister for his decision, and any directions the latter may give as a result must be complied with by the Board.
[The Minister is given wide powers of direction under other sections, but in the case of disputes among members of the Board he may only " direct" after a reference to him of a problem by the Hoard's chairman.] The Board are entitled to require such reports and information from the Commission as may assist them in the discharge of their functions [S. 11(3)].
Sale of Transport Units
pROCEDURE for disposing of transport units is laid down in Section 3. The Commission are to invite tenders by public notice for the purpose of disposing of the property of the existing road haulage undertaking. The sales may be made subject to specified conditions, and amongst these may be conditions providing that purchasers shall take over any rights and obligations owing to or by the Commission respect of the subject matter of the purchase.
[Intending purchasers should most carefully study any conditions in invitations to tender which purport to transfer rights and obligations of the Commission with the units. Where these rights or obligations are already accrued and defined they may be fairly easy to assess.
Where they are "in futuro" and may accrue between invitation and sale, one may be buying an unknown liability. It is clear that any conditions of sale sought to he imposed by the Commission will be legal only it they were specified in the original invitation to tender, or were referred to therein and were readily ascertain able at the time. When rights or obligations are to be taken over these must relate to the subject matter of the purchase.) The Commission, when inviting tenders for property, which may consist of one or more vehicles and other property, and when imposing conditions of purchase, must have in mind the object of enabling a purchaser to engage without delay in the carriage of goods for hire or reward. The whole of the property and rights and obligations represented by each separate invitation to tender is to be known as a "transport unit" and is subsequently referred to as such throughout the Act [S. 3 (2)].
The Commission must also have regard to the needs of those persons proposing to enter or re-enter the road haulage industry on a small scale, and, except with the approval of the Minister, no transport unit is to consist of more than 50 vehicles with an aggregate maximum unladen weight of 200 tons. These limits are not to include "additional vehicles," specified as such in the notice to tender.
[There is no definition of "additional vehicle" in the Act, which is a most curious omission.] .
Moreover, the Commission are also to have regard to the desirability of avoiding any step, as a result of sales, which might reduce competition in the road haulage industry. Nevertheless, they must not, without the Minister's consent, refuse any tender on that ground alone. Subject to all these provisions, the overriding general principle remains the securing of the best possible price in the aggregate for the property.
Throughout the disposal of their property the Commission are to consult the Board. No invitation'to tender is to be issued, nor is any tender to be either accepted or refused without the Board's approval, and either the Board or the Commission may refer disputes between them to the Minister for his directions on the matter, which are to be binding [S. 3 (7) (8)].
[11 is clear that the Board are to have the whip hand in deciding the policy lines of disposal of the Commission's property, subject to appeal to the Minister.] If the dispute relates to any matter affecting Scotland, the Minister himself must consult the Secretary of State for Scotland before giving such directions [S. 3 (8)].
Rights to Special A Licences
TN Schedule Ito the Act there are provisions for giving to buyers of transport units certain rights on their initial application for A licences which, in this respect, are called "special A licencts." Where a purchaser who, before he has actually taken delivery of any vehicles of the unit he has bought, applies in respect of any of those vehicles (but excluding "additional vehicles ") for an A licence, then (a) his application will not be refused; (b) the 25-mile limit imposed by Section 52 of the Transport Act, 1947, will not apply;
[The 25-mile limit is to be generally abolished after December 31, 1954. See page 451.]
(c) the licence will last for five years from the date of delivery of the vehicle;
[The "five-year period" differs in the .case of private purchase of a transport unit from that applying when the Commission seek a licence for one of their own* vehicles. In the former case it runs from the day of delivery—not from the date of application or of the grant of the licence (see page 448).1
(d) no fee will be payable for the licence, and
(e) until the application is actually dealt With, he is to be in the same position in respect of those vehicles as if it had been granted.
[This means that he need not wait to start operations.] if a purchaser fails to apply before he takes delivery of the vehicles, he is in the same position except that he will not have the advantage of the provision in paragraph (e).
[Failure to apply before taking delivery, therefore, will mean inability to start operations until the application is determined, even after the vehicle is delivered.] Where a transport unit includes trailers, an application by the purchaser for a special A licence may include a specified number of trailers, but only up to the total number of tiailers included in the unit.
If a vehicle in respect of which an application for a special .A licence is pending, is destroyed or damaged beyond repair, the applicant may substitute another vehicle of the same or less unladen weight for the Licensing Authority's action in respect of the application. If a vehicle in a transport unit i3 destroyed or damaged beyond repair before an application is made in respect of it, the purchaser of the unit may make a similar substitution in his application.
[There can be no substitution in cases of, for example, sale. As to rights of assignees, see below.] The Licensing Authority may refuse an application for a special A licence if he considers that the vehicles in respect of which 'it is made will be operating from a different base from that last used by them when operated by the Commission immediately before the invitation to tender, and that the vehicles cannot conveniently serve the same areas as before.
[The Licensing Authority has no choice in granting applications for special A licences, but this one particular power of consideration is given to him.]
The power of the Licensing Authority under Section 13 of the 1933 Act, to revoke or suspend a licence, whether after a public inquiry or not, where a condition of the licence has not been complied with, is unaffected by these special provisions. No variation of a special A licence can be made except in cases of.permitted substitution or of reduction in the number of vehicles or trailers specified in the licence.
In cases of assignment of any vehicle subject to a special A licence to any other person, other than to the Commission, by the purchaser of a transport unit, the proposed assignee will have the same rights for the purposes of obtaining a new special A licence as he would have had if he had been the purchaser. " Assignment" includes any possession under a hire-purchase agreement. The five-year period, however. will date from the original delivery date of the vehicles.
[This is a very necessary and desirable provision. because it is obvious that transport concerns change hands from time to time fast as do ether businesses, and whilst the proposed assignee is fully protected as regards the right to a special A licence, he does not gain any time through the purchase, as the five-year period will date back to the delivery to the original pitrelta,ser front the Commission. Presumably the same will apply in the case of a second or further assignment.] Persons who become the temporary holders of licences by virtue of Section 21 of the 1933 Act are to be in the same position as if they had been the purchasers of the transport unit mcerned.
[S. 21 of the Act of 1933 provides for the carrying on of the business of the holder of a licence in the event of his death, incapacity, bankruptcy or liquidation, or bf the appointment of a receiver or manager in relation to the business.]
Transfer of Units to B.T.C. Companies
BY Section 4, where an invitation to tender has been issued, or its issue by the Commission has been approved by the Board, or the Board have intimated to the Commission that they would approve such an issue, then the Commission may, with the Minister's consent, make over to any company under their direct or indirect control all the property and connected rights and obligations which a purchaser buying as a result of a tender would have secured.
The Minister is limited as regards his authority under this section to seeing that the vehicles so made over do not exceed five-fourths QI the weight unladen of those vehicles owned on January 1, 1948, by those companies which were nationalized by Part II of the Transport Act, 1947.
"These were generally the railway-controlled road haulage companies, such as Pick fords.] For the purposes of calculating this proportion, the vehicles concerned are divided into three groups: (a) Vehicles (whether motor vehicles or trailers) specially constructed to carry abnormal indivisible loads; (b) motor vehicles which the Minister considers ought to be regarded as special vehicles constructed for special purposes other than as in (a); and (c) all other motor vehicles. None of these categories is to exceed in number thirteen-tenths of those so owned for the purpose of making them over to Such companies.
[There is no definition of "special velricte" Or "special purpose" and the Minister's *discretion seems to be absolute. Almost anything other than a generalpurpose vehicle could be classed as " speciarc
Employees of such companies are deemed to be employed by the Commission for purposes of terms and conditions of employment while the companies remain under the direct or indirect control of the Commission [S. 4 (3)]. '
Transfer to Companies for Sale of Shares DOWER is given to the Commission, which,-however, can A be exercised only with the approval of the Board, to dispose of property held by them for the purpose of the existing road haulage undertaking otherwise than by ordinary sale (under Section 3) or by transfer (under Section 4). This power, contained in Section 5, enables them to Make over the property, together with any rights and .obligations of theirs which in their opinion can conveniently be made over at the same time, to a company under their complete control, the whole of whole shares are held by them, with a view to the subsequent.ale of those shares.
[This is the third method of disposal of the property of the Road Haulage Executive. The power provided here envisages the sale of complete companies as going concerns.] Where property is so made over to a company it is to be made ol;Fer at a price equal to the net value as shown in the Commission's books, after allowance for rights and liabilities made over at the, same time. "Net value" is to be computed after due 'allowance for depreciation of the property [S. 5 (2)].
Once the property has been .so made over, all the shares ol' the company concerned are to be sold as soon as is reasonablypracticable, and the sale is generally to be effected by means of public notices inviting tenders. The invitation must be approved by the Board, but if the Board agree and the Commission consider it desirable, the shares may be all sold otherwise than by tender [S. 5 (3)].
[It is clearly intended that the normal procedure will be by invitation to tender, but whether the sale proceeds
by tender or by other means, there is no power to split up the -shareholdings. What is to be disposed of is the total of the shares, bat, on the other hand, there is
nothing to say that the full price is payable at the same time.] When considering offers for the shares the Commission must again have regard to the desirability of ensuring that competition in haulage is not unduly curtailed [S. 5 (4)1.
[This is a similar warning to that contained in Section°3 (6). See page 449.]
The Commission cannot accept or refuse any offer withbut the approval of the Board, and the latter, before giving their approval, must he satisfied that the offer is reasonable.
In the event of any difference between the Commission and Board, either may refer the matter to the Minister, whose directions are to be binding. The Minister must, however, consult the Secretary of State for Scotland before giving any direction affecting Scotland [S. 5 (6)].
Where property is transferred in this way by the Commission to a company under their control, the Commis sion become to all intents and purposes the holding company and the company itself their subsidiary. Thus, Section 12 of the 1933 Act, which provides for the application for, and the granting of, licences to holding companies in respect of their subsidiary companies, will apply as if the Commission had signified their desire that it should apply when they had made applications for litences before the making over of the property to their subsidiary company. These provisions will, of course, apply only up to the date of the transfer of shares as a result of their ultimate sale [S. 5 (7)].
When the company's shares are sold and transferred, the company is deemed to have been in the same position as the purchaser of a transport unit for the purposes of Part 1 of the First Schedule, but in the special A licence in respect of the company's vehicles, no more trailers may be specified than were in the possession of the company at the time of transfer of the shares. Certain vehicles may be designated as "additional vehicles" at the lime of making over and, in that event, any special A licence in respect of them is to lapse, except where the vehicle is properly substituted for one destroyed or disposed of [S. 5 (8) (a)].
Such companies, before the sale of their shares, may dispose of their property in the ordinary course of business, or, if the Board approve, to the Commission, but in no other
way. Until the sale, employees of the companies are deemed to be employed by the Commission [S. 5 (11) (12)].
[This is for the purposes of Section 95 of the 1947 Act, which relates to terms and conditions of employ ment of staff. A similar provision applies to companies formed and controlled by the Commission under Section 4 of the Act. See page 450.]
Disposal of Other Property
PROPERTY held by the Commission in respect of the existing road haulage undertaking may, by Section 6, if it appears to them to be impracticable or inexpedient to dispose of it as part of a transport unit, be otherwise disposed of. The Minister's consent is a prerequisite to any such action, and he may give directions of such a means for disposal without the Commission referring to him. Such consent or directions may be absolute or conditional.
Furthermore, the Commission may retain any property held in respect of the existing road haulage undertaking for the benefit of any other part of their undertaking, again only with the Minister's consent.
[The Board appear under this section to have no say in the matter of the disposal or retention of such " odd" property unless the Minister directs the Commission to consult theM, although they have the general right to determine policy lines. The property might consist of vehicles, which, however, would carry no right to a special A licence.