What Was Agreed

There seems to have been a flurry of tweetering yesterday and for some reason I have been asked to upload the entire 4th draft of the agreement between the Ruskin Museum and the Bluebird Project so you'll find it at the bottom of the page.

I'm busy today so I'll keep this brief.

It's well recorded that the Bluebird Project did a vast amount of work over a lot of years putting K7 back together and it was done mostly on trust but there was always an agreement in place. It began back in 2002 with the proposal to build K7 for one last run then retire her but as the years went by and John Getty made her frame stronger than ever it had been and we gained direct support from aerospace for her systems that more became possible so our agreement evolved as did the project.

There was always an understanding that the museum would house and display the boat and that Bluebird Project would look after it an operate it on water and everyone was on board with this because it was win-win. but in 2013 a certain Mr. Wales fired up his lawyers and attempted to undo the deed of gift by which the boat had been given to the museum.

They were obviously distressed and came to us to see what was to be done so we had a lawyer write down all the things that had previously existed mostly as emails, discussions and mutual trust, and form a proper document from which we could all work. This bound us together and headed off the hostile takeover from Mr. Wales. We'd written things down in the past, though never so formally, so this latest one became the 4th draft.

Once complete it was sent to the museum trustees for approval. Several days later it returned with extra parts appended to it by Nick Monk, the treasurer, and Anne Hall, the then chair of trustees, mailed a few days later to say she had nothing further to add or take away. It is inconceivable that the rest of the trustees were kept in the dark regarding such an important document.

Now because Nick had added to it - the version appended at the bottom is the one they sent back having considered it, Nick's suggestions appear in red and it is all reproduced verbatim - we knew there must one day be a 5th draft at which point we would all sign off on it, donate all our parts and materials in one handy lump and off we would all go as partners, Bluebird Project keeping K7 fighting fit and displaying her on water, and the museum keeping her warm, dry an shiny over the winter as per what was agreed.

What conceivable reason could we have for imagining that the museum would treat us as it has?

A few years earlier I had a painful episode when I caught my own parents stealing from my company. It wasn't enough that I gave them cars, holidays, wages and dividends, they still stole from me and years later I asked my wife, Rachel, why these things happen to me.

"Your biggest failing," she told me, "is that you trust people."

I guess she's right but if that's my biggest failing I'll live with it.

Bill

PS - The film we made last year is still getting steady viewing figures on YouTube. Its as relevant today as it was last year.

https://www.youtube.com/watch?v=7vfj2jpDbO4

THIS DONATION AGREEMENT is made the [      ] day of [                       ] 2025

BETWEEN:

(1)                 [INSERT CO NAME] LTD (a company limited by guarantee and incorporated and registered in England and Wales with company number [INSERT NUMBER]) whose registered office is at [INSERT ADDRESS] (the “Donor”); and

(2)                 THE CONISTON INSTITUTE AND RUSKIN MUSEUM CHARITABLE TRUST (a charity registered in England and Wales with charity number 222234, and a registered museum with museum number 274) located at The Ruskin Museum, Coniston, LA21 8DU (the “Museum”).

BACKGROUND

(A)        By way of a Deed of Gift executed in 2006 between the Trustees of The Campbell Family Heritage Trust (as created by a Declaration of Trust of 16 October 2001) (the “Trust”) and the Museum (the “Deed of Gift”), the Trust  vested in the Museum the Property (as such term is defined below) for the purposes of the Property being conserved and reconfigured by and under the control of the Donor as authorised by the Museum following which the intention of all parties was for the Museum to place the Property on permanent display for educational purposes for public benefit.

(B)        Following the completion of the Works (as such term is defined below) by the Donor, the Donor wishes to cause the Restored Property (as such term is defined below) to become vested in and possessed by the Museum for the purposes described below and conditionally upon the specific terms and conditions as set out in this Deed.

NOW THIS DEED WITNESSES AS FOLLOWS:

1                     Definitions and Interpretation

1.1               In this Deed, unless the context otherwise requires, the following terms shall have the meanings given to them below:

“Byelaw” the byelaw cited as ‘The Lake District Coniston Water Byelaws, 2010’;

“Excluded Items” any and all those incidental and associated items, parts and materials from or relating to the Property and/or the Restored Property either discovered during any recovery exercise or which has been donated to or created by or on behalf of the Donor during the Works, but which has not, for whatever reason, been incorporated in the Restored Property (including without limitation any spare part to anything already incorporated into or proving unusable or unnecessary in relation to the Restored Property or any replaced or upgraded part once no longer incorporated into the Restored Property);

“Property” the Bluebird K7 as recovered from Coniston Water in or around 2001, the associated parts of the vessel both recovered and unrecovered and all other associated items and objects so recovered and/or unrecovered to include, but without limitation clothing and overalls of  Donald Campbell (deceased);

“Proving Runs” shall have the meaning as specified in the Byelaw;

“Restored Property” the Property together with all the incorporated elements, parts and materials (whether permanent fixtures or temporary and removable in nature) following the Works to the extent only that the same is, at the date of Transfer, in the ownership, control or possession of the Donor, but not including the Excluded Items and without any guarantee implied or expressly given as to title in the same;

“Transfer” the completion of the assignment and transfer of the Restored Property pursuant to Clause 2.1; and

“Works” all or any part of the conservation, reconfiguration and restoration works undertaken by and on behalf of the Donor during the period between the execution of the Deed of Gift and the date on which the Transfer occurs.

1.2               Any reference to any enactment, order, regulation, byelaw or other similar instrument shall be construed as a reference to the enactment, order, regulation, byelaw or instrument as amended, replaced, consolidated or re- enacted.

1.3               A reference to a person includes firms, partnerships and corporations (whether incorporated or unincorporated) and their successors and permitted assigns or transferees.

1.4               The singular includes the plural and vice versa.

2                     Assignment

2.1               Subject to Clauses 3.1 and 4, and to the extent that the same is owned and/or in the control or possession of the Donor at the date of proposed Transfer, the Donor hereby assigns to the Museum by way of gift all the Restored Property for the Museum to hold absolutely.

3                     Condition Precedent

3.1               The assignment of the Restored Property pursuant to Clause 2.1 is entirely conditional upon the Donor being satisfied in its sole discretion that the Proving Runs (being a total of a maximum of 12 runs as defined in and being pursued strictly in accordance with the requirements stipulated in the Byelaw) have been completed regardless of when this occurs or over how many days or attempts it may take to complete such Proving Runs to the Donor’s satisfaction.

4                     museum’s obligations

4.1               It is certified that the Museum is established for charitable purposes only. 

4.2               The Museum shall hold the said Restored Property in furtherance of its charitable purposes and in accordance with its governing documents for the benefit of the Museum or any other charitable institution or organisation with or into which it may be united or merged.

4.3               The Museum warrants and undertakes that following the Transfer, whenever that may occur:

4.3.1                      the Museum will place the Restored Property on permanent display at the Ruskin Museum for educational purposes for public benefit, this being in accordance with those provisions of the Arts Councils Museum Accreditation (formerly Registration) Scheme in force at the time of this Deed;

4.3.2                      any ongoing maintenance, cleaning, further restorative or upgrading works, repairs or replacement parts required or considered appropriate to the Restored Property shall only be conducted by the Donor on behalf of, and at the cost of, the Museum, and the Museum shall permit free and unrestricted access to the Restored Property including but not limited to permitting the Donor to remove the Restored Property, or parts thereof, from the Museum premises as required in pursuance of this Clause 4.3.2; { if the whole K7 is to be removed, museum will require some notice so public can be forewarned that it is not on view; the bad publicity generated by the absence of what they’ve come miles to see cases great ill will} *

4.3.3                      the Museum shall provide the Donor with access to the Restored Property, including removing the Restored Property from the Museum premises, with due notice, as reasonably required by the Donor and at least once per year, for the purpose of operating the Restored Property’s systems and maintaining them in a good state of operable condition; { ?add something about Donor being responsible for insurance & transport costs?}

4.3.4                      the Museum shall ensure that all moving and handling of the Restored Property shall be carried out by the Donor, its agents, employees, subcontractors or nominated parties; and

4.3.5                      the Museum shall ensure that access to the cockpit, machinery and void spaces within the Restored Property shall only be granted to such persons or class of persons, and for such purposes, as agreed in writing by the Donor.

4.4               The Museum warrants and undertakes that following the Transfer it shall allow the Donor to access and remove the Restored Property from the Museum premises for the purposes of running and operating the Restored Property on water, with due notice,* on such occasions as the Donor determines in its sole discretion (Running Sessions). The Donor shall be entitled to at least one Running Session per year, however should the Donor request additional Running Sessions for events or special occasions, the Museum shall not unreasonably withhold access to the Restored Property for the purposes of such additional Running Sessions. {Ditto if the Running is at the Museum’s instigation} { NB: * there is no problem – provided Planning Consent is gained – if the Running Sessions are on Coniston Water, as we can direct visitors there; there is no problem if absence is due to an advertised Event at a stated date, eg the Boat Show or Goodwood Festival of Speed, but it is essential that we publicise absences so potential visitors to the museum are not disappointed. Also Who covers the costs of insurance & transport]

4.5               If the Museum or any of its successors or permitted assigns or transferees at any time is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application, the entering into of a board resolution or the giving of any notice) by it or by any other person in respect of any of these circumstances then the Donor shall be entitled without further process, notice or proceedings to collect the Restored Property and reclaim title, ownership and possession of the Restored Property, subject to any equivalent rights in respect of the Property retained or exercised by the Trust. { What about if the Donor company suffers this fate ? Might the Restored Property be considered an Asset ??}

5                     general

5.1               Each of the parties shall pay any costs and expenses incurred by it in connection with this Deed.

5.2               None of the terms and conditions of this Deed shall be enforceable by any person who is not a party to it.

5.3               This Deed embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in this Deed.

5.4               This Deed is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

IN WITNESS OF THE ABOVE the parties have executed and delivered this assignment as a Deed on the date written at the head of this Deed

Executed as a deed by [NAME OF EXECUTING COMPANY], a director, in the presence of:	……………………………………………………… Director
WITNESS NAME:         ……………………………………………… Witness Signature:     ………………………………………………                Witness Address:        ………………………………………………                                         ………………………………………………                Witness Occupation:  ………………………………………………

Executed as a deed by THE CONISTON INSTITUTE AND RUSKIN MUSEUM CHARITABLE TRUST acting by [INSERT SIGNATORY NAME], a director, in the presence of:	……………………………………………………… Trustee
WITNESS NAME:         ……………………………………………… Witness Signature:     ………………………………………………                Witness Address:        ………………………………………………                                         ………………………………………………                Witness Occupation:  ………………………………………………