24th May 2022
Without Prejudice
For the attention of MP Andy Slaughter
CC: Councillor Andrew Jones – Hammersmith & Fulham Council
Freedom of Speech
Dear Andy,
1) The Shepherd’s Bush Market Tenants Association (SBMTA) thank you for inviting parliament to deliberate ‘on how the future of Britain’s historic markets may be protected’.
2) Although the efforts of certain key individuals have been recognised over past years in shielding Shepherd’s Bush Market, the SBMTA views the ongoing support from the public around the country as an invaluable asset in battling against developers who attempt to threaten the livelihoods of the Shepherd’s Bush Market businesses.
3) The SBMTA writes to you due to the proposals from Yoo Capital (the developer and current landlord of Shepherd’s Bush Market), as it appears to be attempting to gag the SBMTA and detached the voice of our members from the public.
4) As you may be aware the SBMTA members had each served Service Charge Dispute Notices on the landlord relating to the financial years from 2014 to 2019.
5) The dispute regarding the market’s service charge accounts has been an ongoing matter and the SBMTA had sought certain financial information which raised a concern of alleged manifestation-errors/fraud.
6) The Landlord (Yoo Capital) has been allegedly unable to provide the requested information and instead had invited the SBMTA to enter into discussions relating to a settlement arrangement in an attempt to resolve the matters.
7) Discussions regarding the proposed settlement have persisted for over a year between the two parties and their solicitors.
8) Frustratingly, the SBMTA had promptly noticed that Yoo Capital’s engagement and propositions regarding the settlement’s documentation have not shared the approach and spirit in resolving the Service Charge dispute as wished.
9) One example of this is Yoo Capital’s proposal to silence the market community through a confidentiality clause.
10) It is understood that a developer/landlord may wish to prevent a community from speaking against any ambition or aspiration which the developer/landlord may have.
11) And Yoo Capital certainly wishes to manage the market land in the way in which they see fit and that maximises its profits but is silencing a community reasonable and democratic?
12) Yoo Capital proposes to amend the original and present LUL/TfL 28th March 2003 Agreement[1] and replace it with two documents referred to as (i) the Amended And Restated Agreement[2] and (ii) the Settlement And Supplemental Deed[3] (Both of which enclose additional schedules).
13) Unfortunately, after much consideration, it is viewed that Yoo Capital’s proposals negatively prejudice both the traders of Shepherd’s Bush Market and the Shepherd’s Bush Market Tenant’s Association.
14) Yoo Capital’s proposal regarding confidentiality terms seen in the draft Settlement And Supplemental Deed, under Clause 7, prevents the SBMTA from advocating the settlement as it may be in direct conflict with the constitution of the SBMTA.
15) Yoo Capital’s persistence for the settlement agreement to incorporate the various confidentiality terms and conditions has been exceedingly troubling.
16) Yoo Capital’s confidentially terms and conditions within the draft Settlement And Supplemental Deed reads: -
17) Clause 7.1 reads:
‘Subject to clause 7.2 below, no public announcement or communication shall be made (or permitted to be made) by any party concerning the subject matter or terms of this deed, the Revised Service Charge Agreement or any other Settlement Document other than to third parties who, by reason of clause 10 of this deed, have the benefit of its terms and no party shall disclose any information or documentation (in whatever form) relating to the other party (or, in relation to the Landlord, any member of the Landlord’s Group) or the businesses interests or affairs of the other party (or, in relation to the Landlord, any member of the Landlord’s Group)’.
18) The SBMTA understands that the landlord – Yoo Capital may wish to keep the terms and conditions of the proposed Service Charge Settlement confidential in whole or in part, however, it is argued that all matters regarding the Service Charge regime and the 28th of March 2003 Service Charge Agreement have always been public and should remain so, to retain openness, transparency, and understanding.
19) Yoo Capital proposes that ‘no public announcement or communication shall be made (or permitted to be made) by any party concerning the subject matter ‘. This looks to be attempting to cloak even the subject of this settlement. Subsequently, this is viewed as unreasonable and unacceptable.
20) It should be remembered that these disputes regarding the landlord’s actions relating to the Shepherd’s Bush Market Service Charge accounts have caused severe detriment to many of the market businesses, for many years and the SBMTA has been working on these matters for much time and are well documented throughout.
21) Not being permitted to reference this matter which has invoked years of struggle, is considered most unreasonable.
22) Let us not forget that for a considerable amount of time the landlord had disregarded the SBMTA’s legitimate concerns regarding the Service Charge Accounts which had caused financial detriment to each of the market businesses, and it was through raising public awareness and support that the SBMTA managed to fund legal assistance in order to persuade the landlord to acknowledge the matter.
23) Censoring the market community from communicating with the public is viewed as unacceptable and unconstitutional.
24) The latter part of Clause 7.1 reads: ‘and no party shall disclose any information or documentation (in whatever form) relating to the other party (or, in relation to the Landlord, any member of the Landlord’s Group) or the businesses interests or affairs of the other party (or, in relation to the Landlord, any member of the Landlord’s Group)’.
25) Yoo Capital’s proposals are viewed as an attempt to silence and muzzle the SBMTA or any of its members from disclosing any information or documentation or interests or affairs relating to Yoo Capital, or any party associated with Yoo Capital.
26) This very broad clause seeks for the SBMTA members to be legally gagged from discussing matters that reach far beyond that of the content of the settlement, extending to any affairs or interests which Yoo Capital or their associates may have in the future.
27) Even the suggestion of Yoo Capital wishing to separate the SBMTA and its members from the public is considered unthinkable.
28) The settlement should be focused on preventing the landlord from repeating past accounting failures and should have never been twisted into a proposal to impede the SBMTA or its members’ freedom of speech.
29) Preventing any discussion regarding the affairs or interests of Yoo Capital or its associates is unwarranted, and any suggestion to cover-up past events may be considered alarming.
30) The SBMTA aspire to ethics of the highest standard and will not accept a proposal that compromises its values and ideals.
31) Yoo Capital’s proposals are disturbing especially as Yoo Capital is an organisation that wishes to partner with the Hammersmith & Fulham Council and build on Shepherd’s Bush Market land to erect a towering housing and office development.
32) It is viewed that the rights of every market business/trader who had issued the Service Charge Dispute Notices on the landlord should not be overlooked by Yoo Capital.
33) It is viewed that in order to reach any approval on Yoo Capital’s settlement proposal every individual who had served a Dispute Notice through the SBMTA must waiver their Dispute Notice in writing, with no exclusion, and in addition to this, the SBMTA committee must grant its unanimous approval on the settlement terms and conditions.
34) The SBMTA has performed great work and its accomplishments have been directly due to the assistance of the public throughout the country. The SBMTA’s legacy for the future businesses of Shepherd’s Bush Market must be protected and preserved. The SBMTA has been in existence since the 1950s and It is viewed that the SBMTA should never compromise on its freedom of speech.
35) In recent months, both the SBMTA and individual market traders have wished for Yoo Capital to come to the table and discuss various matters in an open and transparent manner. It is noted that Yoo Capital, in some cases, has declined to meet with the transparency and reassurance of audio recordings at the meetings.
36) This raises the query as to why is Yoo Capital refusing to accommodate these various requests for transparency. what troubles Yoo Capital to accommodate audio recordings? Why is Yoo Capital objecting to these precautions, with various parties, so to ensure a safe environment for discussions?
37) If the Hammersmith & Fulham Council chooses to partner with Yoo Capital and does permit a housing and office development on Shepherd’s Bush Market land, then how will the Hammersmith & Fulham Council will embrace the judgments of the Government Inspector - Mrs Ava Wood Dip Arch MRTPI,[4] and Lord Justice Lewison, Lord Justice Longmore, and Lord Thomas of Cwmgiedd, CJ, in the Court of Appeal case - ‘Horada & Ors v Secretary of State for Communities and Local Government & Ors’ [2016] EWCA Civ 169[5] which raises the necessity for:
§ the affordable environment of Shepherd’s Bush Market to be retained, and
§ the retention of the market tenancies to be maintained at all times, and
§ the ethnic diversity of all the Shepherd’s Bush Market businesses to be retained and not placed in any jeopardy whatsoever.
38) The SBMTA is very grateful for the care and attentiveness which you have shown to the Shepherd’s Bush Market community in past years. You have championed our endeavours to preserve the character and social importance of Shepherd’s Bush Market and we now seek your view on what may be considered bullish and opportunist proposals from Yoo Capital.
39) The SBMTA currently views Yoo Capital’s recent draft settlement proposals containing the Amended And Restated Agreement, the Settlement And Supplemental Deed, and additional schedules as unacceptable.
40) Subsequently, It is likely that the original LUL/TfL 28th March 2003 Agreement will remain in place and Yoo Capital will be requested to provide the account information which has raised concern for numerous financial years.
41) It is understood that at the moment the World is in turmoil and under distress from several directions and the community within Shepherd’s Bush may be trivial to some, however, the principle of good ethics, transparency, fairness, and morality is as important as ever and should never be compromised even if it is within a small west London market.
Yours faithfully
The Shepherd’s Bush Market Tenants’ Association
[1] TfL/LUL 28th March 2003 Agreement (please click the link to view the full document)
https://www.dropbox.com/s/1bgtdcrupbbp0yu/TfL%3ALUL%2028th%20March%202003%20Agreement.pdf?dl=0
[2] 2021 Draft Amended And Restated Agreement (please click the link to view the full document)
[3] 2021 Draft Settlement And Supplemental Deed (please click the link to view the full document)
[4] The CPO Report to the Secretary of State for Communities and Local Government by Ava Wood Dip Arch MRTPI may be viewed by clicking on the following link:
[5] The Judgement relating to ‘Horada & Ors v Secretary of State for Communities and Local Government & Ors’ [2016] EWCA Civ 169 may be viewed by clicking on the following link: https://www.bailii.org/ew/cases/EWCA/Civ/2016/169.html
The original SBMTA letter to MP Andy Slaughter may be downloaded via dropbox link: