11:02 AM, 29th November 2016, About 7 years ago 20
We have been RTM for 4 years and started off with 8 Directors. We have been at legal loggerheads with our freeholder – whom insists that we are not managing the building properly and has threatened taking legal action against the RTM Company and several leasees whom are in breach of covenant. As a result of the stress that this has put everyone under, 6 Directors (including our Chair) have resigned in the last 3 months. The remaining 2 (of which I am one) want to resign also!
The problem is that our freeholder has stated on several occasions that he does [I]not[/I] want to take over management of the building and that he would rather see the building under the control of a court appointed manager. The reason he gave for this is that there is ‘too much ground work to be done to put matters straight in the building’ and he does not have the interest or resources to do this (even with his own choice of managing agent in place). I have the following questions:
1. Can the remaining 2 RTM Co. Directors resign anyway, thereby forcing our freeholder to take on management against his wishes?
2. Knowing that our freeholder does [I]not[/I] want to accept management, do the lessees have to seek the appointment of a manager first before the remaining 2 RTM Co. Directors can quit?
3. The reason given by the other 6 RTM Co. Directors whom have already resigned is that they do not want to be in the cross-fire of our freeholder’s legal action against the RTM Co. Do their resignations actually absolve them from liability for any errors and mistakes they made whilst they were Directors?
Oh, and before you ask …
A. No, we are not insolvent
B. Yes, we have had an ARMA registered managing agent working for us for the last 4 years
C. Yes, we have overlooked certain aspects of the management of the building – there are a handful of lessees in breach of covenant; some repairs have gone undone and the building was found to have been under-insured by 1.5 million pounds, for 4 successive years