Buying: New-build with non-adoptable bit of road to rear. Dormant management company preventing sale

BornThrifty

TL;DR: FTB, no chain, private road to rear of house, serving ~12 houses. Management company runs & owns road. Need mgmt company to certify sale to get name on title deed. Mgmt company is unresponsive. Concerned I may face this issue when selling on. 6 MONTHS since my offer was accepted. Stick or twist?


I'm a FTB and the house has no chain. It's a "new-build" terrace from 11-12 years ago.
The estate is small (<40 houses), and the access road is T-shaped and adopted, except for a bit on the bottom of one end of the T, which "my" house and a dozen others back on to: this bit of road is not adopted.
I work as a civil engineer and suspect adoption is not possible as it does not meet adoptable standards (plastic drainage, no kerbs, cheap surfacing).
This strip of private road just connects our parking spaces to the adopted road. It also forms an alleyway between some of the terraced houses.
The house builder was small and local and has since gone bust.

The private bit of road is run by, and owned by, a management company - herein lies the issue. This company was originally in the hands of the house-builder, and since handed to the residents when they went bust.
The company is dormant. It has a dozen shareholders: one for each house that backs onto the land.
Each shareholder pays £1.20 a year to the management company for maintenance.
There are directors and secretaries of this company; looking on Companies House, at any one time there has always been one of each afaict.

This year, Mr Seller put the house up for sale and snared a cash buyer. He was a director of this company, but resigned as part of the house sale (may have been a buyer requirement or a rule of the mgmt company). The seller asked a neighbour to be director, and they took it on but one day before Exchange, said neighbour shafted Mr Seller and resigned too. The sale fell through. I found all this out first-hand from Mr Seller.

Enter me, 2 months later. My offer is accepted. Mortgage agreed, survey "fine". Enter arduous legal process. We get to exchange - I go to my solicitor's office. Only THEN do tell me there are problems unresolved:

One of the covenants on the house is that certification with the management company is required for transfer of the title deed. That might not be the verbatim legal talk, but the jist is: A director of the management company has to sign off on a sale so my name can be put on the title deed - all I know is this is tied to the Land Registry. My sol. tells me if I don't get this sorted, then my name won't be on the title. Then my mortgage company will go ape and I won't legally own the house etc. :mad:

The management company only has one director currently: someone who doesn't even live in the same town (presumably a previous owner - call him Tom). Sol. has reached out to Tom and they have responded... with incomplete information. No certification document has been provided.
Mr Seller has, as a director, done this process before and insists that the buyer's sol. should draw up this certification.

I don't fully understand how assigning and resigning directors works on this company but I suspect the following:

a) One director must be appointed at any one time (and maybe one secretary)
b) You can only be a director if you live, or have lived at, the houses (are or have been a shareholder)
c) Assigning and resigning directors must be unanimously agreed between current directors
d) For whatever reason, you must resign as director at some point before moving out

I have several concerns about all this:

1) I feel that without this Tom's co-operation, not only can I not buy this house, and not only can Mr Seller not sell it, then the other 12 houses also can't sell their houses!
2) If Tom co-operates but then becomes unresponsive, or dies, my sol. says the land will fall into ownership of the Crown, and the land valued and put on sale but with covenants and access ways retained.
3) If I move in and whatever director/s is/are not co-operative, I am trapped in the house as I cannot legally sell it
4) My mitigation for 3) is to become a director, and then never resign and sign off my own house sale, but if I am right about the rules above: I can't do so without current director's approval and without having first moved in. I might move in then become trapped.

The only reason I haven't pulled out yet is because house prices are rising faster than I can save. I'm buying alone and have maxed my borrowing - any extra dosh is my own savings and prices are increasing ~£10k a year, which I'm failing to match in savings each year.
I've instructed my rubbish solicitor to send me their fees thus far for abortive work. They charged £1300 and I've paid £300 so expecting at least a £800 bill but the sol. has failed to even send this bill yet.

Today I found out another house has managed to sell of the 12 with this issue... but the owner of that house was related to the current director.

Tomorrow, Mr Seller and I are going into the estate agent to ask why they haven't sold the house despite a willing buyer and willing seller, and how they resolved this issue with the previous private-land-abutting houses they have sold on the same estate. Clearly someone isn't doing their job here. But I feel this is a pointless exercise...

Please, MSE, I really would like some insight into this:

- Does anyone have experience with these management companies and their interference with sales?
- Can I hold anyone responsible for messing me around for six months?
- If I try and refuse my solicitor's fees on the basis of failing to sort the sale, will they just clean me out in court? Would my asking for their abortive fee breakdown hurt a case against them?
- Crucially, should I pull out or hold out?

Penelopa.Pitstop

"Mr Seller has, as a director, done this process before and insists that the buyer's sol. should draw up this certification." - Can your solicitor not prepare this documentation? And then current director could just sign it?

I understand your frustration, because my house purchase was delayed by my future neighbour-director who didn't respond to emails on time and I wasted 2 months because of it.