| 1 |
Syndicate |
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| 1.1 |
The name of the syndicate shall be The Laura Mason Syndicate ('the Syndicate'). |
| 1.2 |
The Syndicate shall constitute a syndicate for the purpose of leasing and racing the horses She's
Awake, Henrythenavigator x Bouyrin (2016), Space War (50%) and Tapis Libre (50%) ('the
Horses'). |
| 1.3 |
The Horses shall be registered in the name of the Syndicate and will carry the Syndicate's colours
(Royal Blue, Light Blue stars, Yellow Cap). |
| 1.4 |
The Horses are owned by Mr. Michael. Easterby, Mrs Susan. Mason, Miss. Laura. Mason ('the
Parent Company'). By entering into this lease agreement, no part of its interest in the Horses is
transferred to The Laura Mason Syndicate ('the Lessee') and the Horses remain the property of
the Parent Company. |
| 1.5 |
The Lessee acknowledges that: |
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1.5.1 The wellbeing of the Horses will be of paramount importance and the strategy for
management and racing of the Horses shall be subject to the advice of the Horse's
trainer and vets. |
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| 2 |
Duration
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| 2.1 |
This agreement shall take effect the date on which it has been signed by both the Parent
Company and the Lessee ('the Effective Date'). |
| 2.2 |
The agreement shall run from the 1st January 2018 to 31st December 2018, subject to clause
10.1 |
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| 3 |
Management
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3.1 The Syndicate hereby irrevocably delegates to Mr. Michael. Easterby, Mr. David. Easterby and
Mrs. Susan. Mason ('the Manager(s)') full and absolute authority to act, whether jointly or
individually, on its behalf in taking decisions in respect of all matters relating to the Horses. The
Parent Company may change the managers from time to time at its sole discretion (but shall notify
the Leesee of any change). |
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3.2 The Manager(s) shall open, maintain and manage a bank account in the name of the Syndicate
('the Bank Account'). The Manager(s) shall use such bank account solely for matters relating to
the Horses and in accordance with the terms of this agreement. |
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| 4 |
Share |
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| 4.1 |
By virtue of the Lessee's interest in the Horses, the Lessee is entitled to: |
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4.1.1 On 31st December 2018, from The Laura Mason Syndicate Weatherbys bank account,
all prize money, less any Weatherbys' expenses and racecourse ticket costs, will be
divided pro rata to the Lessees according to their percentage share.
Six owners badge(s) (free entry to the owners'/members' enclosures) on every occasion the
Lessee is present when the Horses are running with the sole exceptions of the major racing
festivals; namely Royal Ascot and Ascot King George Day, Epsom Derby Meeting, York's Ebor,
May and Magnet Cup Festivals, Chester May meeting, Glorious Goodwood, Cheltenham Festival
and the Aintree Festival or such other major racing festival as is notified to the Lessee by the
Manager(s) from time to time. In such instances, syndicate members will be guaranteed the
requisite number of badge entitlements with the first £20 (full shareholder £100) or £10 (half
shareholder £50) of each badge allocation underwritten and paid by the Syndicate Bank Account.
This will be deducted from (and if there is) prize money earned by the horses. Any charges in
excess of this will be borne by the Lessee and paid by them upon badge collection at the
racecourse. Additional owners' badges can be arranged at cost price to be paid on demand by
the Lessee (the Parent Company and Manager(s). Badges may not be transferred to or used by
third parties unless the Lessee is present at the racecourse when the badge is in use. |
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4.1.2 Of the free badges, a random draw will occur and priority will be given to those who are
yet to benefit and full shareholders ahead of half shareholders. |
| 4.2 |
Other than as expressly set out in this clause 4 and/or elsewhere in this agreement, the Lessee
shall have no other entitlements or rights by virtue of his or her lease holding in the Horses. |
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| 5 |
Fees |
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| 5.1 |
All costs relating to the Horses, including keep, veterinary treatment, training costs, travel to and
from races, race entry fees, costs of disposal, costs of retirement and administrative costs of the
Syndicate, shall be borne by the Parent Company. |
| 5.2 |
In consideration of the costs incurred by the Syndicate in accordance with clause 5.1, the Lessee
shall pay to the Syndicate the sum of either £100 (for a whole share) or £50 (for a half share) from
1st January 2018 on the first day of each month during the continuation of this agreement ('the
Maintenance Fee'). There is a total of 30 shares. |
| 5.3 |
The Maintenance Fee shall be paid by way of direct debit, standing order or monthly cheque (as
agreed between the Parent Company and the Lessee from time to time) to the Bank Account. |
| 5.4 |
It is not the intention of the Manager(s) to keep accounts of expenditure or otherwise. The
Maintenance Fee paid by the Lessee is a 'catch-all' figure agreed at the time of purchase. It shall
be the responsibility of the Manager(s) to ensure that the Syndicate operates within budget and
the Lessee shall in no circumstances be liable for any sums over and above those specifically
mentioned in this agreement. |
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| 6 |
Payment |
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| 6.1 |
The system for invoicing between the Parent Company and the Syndicate shall be as follows: |
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6.1.1 the Bank Account will be invoiced directly by Weatherbys or the British Horseracing
Authority in relation to the matters of jockey's fees and entry fees, and Weatherbys will
pay all relevant prize money directly to the Bank Account;
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6.1.2 VAT paid and reclaimed will be done so directly to and from the Bank Account; and |
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6.1.3 the Parent Company will invoice the Syndicate for all training, training related and
administrative costs which will be paid from the Bank Account. |
| 6.2 |
The Syndicate shall register for VAT and it will be reclaimed as set out in this clause 6. |
| 6.3 |
VAT reclaimed quarterly will be refunded to the Bank Account to subsidise all relevant costs and
will not therefore be passed on directly to Lessees, i.e. the prices shown in clause 5 are
dependent on the reclaiming of the VAT and this subsidy. |
| 6.4 |
For the avoidance of doubt, the only monies returned from the Bank Account will be those
entitlements specified in clause 4. |
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| 7 |
Non-payment |
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| 7.1 |
In the event that the Lessee fails to make payment of the 1st Maintenance fee within 28 days of the
Effective Date, this agreement shall terminate automatically and the Lessee shall have no interest
in the Horse whatsoever. |
| 7.2 |
In the event that the Lessee fails to pay any Maintenance Fee or other fees, on the due date for
payment of such fees, without the prior consent of the Manager(s), and fails to remedy such
default within 7 days of receiving notice from the Parent Company or Manager(s) that such fees
are due: |
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7.2.1 the Parent Company, on written notice to the Lessee, reserves the right to forfeit the
Lessee's interest in the Horses. In the event of forfeit in accordance with this clause
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7.2.2 the Lessee shall not be entitled to any refund of the Maintenance Fees or any
amounts payable under clause 4 whatsoever. |
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| 8 |
Lessee's rights and obligations |
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| 8.1 |
The Lessee's interest in the Horses is personal and may not be sold, assigned, transferred,
charged, mortgaged or dealt with in any other manner without the purchaser, assignee, transferee,
chargee or mortgagee of the interest or, in respect of any other dealings, the equivalent entering
into an agreement with the Parent Company on materially similar terms to this agreement. |
| 8.2 |
The Lessee shall do nothing which the Parent Company reasonably considers to be: |
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8.2.1 prejudicial to the Parent Company's goodwill, reputation and/or commercial interests;
and/or |
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8.2.2 in any way abusive, intimidating or threatening towards the Manager(s), any
employee(s) of the Parent Company or any other Lessee(s) in the Syndicate.
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In the event the Lessee acts in any way contrary to the terms of clauses 8.2.1 or 8.2.2, the Parent
Company, on written notice to the Lessee, reserves the right to forfeit the Lessee's interest in the
Horse. In the event of forfeit in accordance with this clause, the Lessee shall not be entitled to any
refund of the Maintenance Fees or any amounts payable under clause 4 which fall due after the
date of the notice issued by the Parent Company. |
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| 9 |
Marketing |
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| 9.1 |
All entries in the press and at Weatherbys will be made in the name of the Syndicate. |
| 9.2 |
Nothing in this agreement shall prevent the Lessee from advertising his interest in the Horses,
provided that, in any such marketing, publicity or press, reference is made to the Horse being
owned by the Syndicate. The horse remains the property of the Parent Company at all times but
there will be occasions when the Lessees will call themselves 'owners' purely as a racing title. |
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| 10 |
Sale or Retirement |
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| 10.1 |
The Horses may be entered for 'selling' or 'claiming' races and the Manager(s) reserves the right
to make executive decisions on this matter. |
| 10.2 |
In the event of the Horses sustaining a life threatening injury, the Manager(s) shall be authorised
to make such decisions as it deems necessary in the best interests of the Horse's health and
welfare (which shall include the right to authorise the termination of the Horse). |
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| 11 |
Disputes |
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| 11.1 |
Should any dispute arise in relation to the ownership or management of the Horses, the Horses
will continue to race without objection. |
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| 12 |
General |
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| 12.1 |
Any reference to Weatherbys in this agreement shall be to Weatherbys Thoroughbred Limited
(registered number 00526599 and whose registered office is at Sanders Road, Wellingborough,
Northants, NN8 4BX) and shall include any subsidiary of Weatherbys Limited, or any other entity
appointed under contract by the British Horseracing Authority to administer racing. |
| 12.2 |
Clause and paragraph headings shall not affect the interpretation of this agreement. |
| 12.3 |
A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person's legal and personal representatives, successors and
permitted assigns. |
| 12.4 |
Words in the singular shall include the plural and vice versa. |
| 12.5 |
A reference to writing or written includes faxes, e-mail and mobile communications such as
Whatsapp. |
| 12.6 |
Where the words include(s), including or in particular are used in this agreement, they are deemed
to have the words without limitation following them. Where the context permits, the words other
and otherwise are illustrative and shall not limit the sense of the words preceding them. |
