Joseph de Lacey and Natasha Molson analyse the Supreme Court’s decision in Crown Prosecution Service v Aquila Advisory Ltd The court confirmed the approach as set out in Jetivia, namely that in proceedings by a company against its directors for breach of fiduciary duty, the fraud of the directors could not be attributed to the …
Continue reading "Fiduciary obligations and constructive trusts: Attribution of illegality"
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An internal dispute at a religious charity led to High Court clarification on the extent to which members of a charity are fiduciaries. Philip Reed explores the implications Jaffer represents a step towards greater certainty in respect of members’ duties outside charities established as Companies Act companies. Readers will doubtless be familiar with the Supreme …
Continue reading "Charities: When should the court intervene?"
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Wills & Trusts Law Reports | Autumn 2020 #180H and C were two directors and trustees of a charitable company limited by guarantee. They, together with L, were the members of the company. In July 2015 H and C agreed that, subject to the approval of the Charity Commission or the court, C would resign as a director and member of the company and the company would make a grant of $360m to a charity founded by C.
Companies Act 2006, s217 provides that:
‘A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of ...
Matthew Mills considers when members of charitable companies will be subject to fiduciary duties in light of the recent Supreme Court decision in Lehtimäki v Cooper Members of charitable companies may be concerned that Lehtimäki encourages the ‘losing side’ in a members’ vote to challenge the actions of the ‘winning side’. However, one recent authority …
Continue reading "Charity: Where duty lies"
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Wills & Trusts Law Reports | Summer 2020 #179The claimant raised money from private investors for the purpose of making loans to small and medium enterprises. The money was raised by issuing ‘mini-bonds’ for periods of up to five years, at varying rates of interest. Over a period of around two years, £237m was raised from more than 11,500 investors. Security for the bonds was provided by the claimant executing a debenture in favour of the defendant, as a ‘security trustee’. By December 2018, when the FCA issued a first supervisory notice on the claimant on the basis that its promotional material was ‘misleading, unfair and unclear’...
Wills & Trusts Law Reports | Autumn 2018 #173The defendants were professional solicitor trustees of a trust established by the will of the claimants’ father. The claimants were the beneficiaries of the will trust, who were minors when their father died. The deceased’s will provided that the claimants’ shares would be held on trust for them until they turned 25, so the defendants invested the trust fund with the assistance of professional investment advice given by Taylor Young Investment Management Ltd (Taylor Young).
The claimants subsequently sought compensation from the trustees in the sum of £1,476,076 on the basis that ...
Wills & Trusts Law Reports | Summer 2017 #168This was a trial of the preliminary issue of whether claims made by the joint liquidators of two Jersey-incorporated companies against the respondents were time-barred as a matter of Jersey law.
In the proceedings, the applicants claimed that between 10 April 2007 and 10 June 2008 payments were made of €16m and €18m from ‘Level One’ and ‘Special Opportunity’ respectively, to or for the benefit of the first respondent or companies owned beneficially by him. Those payments were claimed not to have been made in good faith for a legitimate commercial purpose of the companies, and the ...
Wills & Trusts Law Reports | April 2015 #148The claimant, Mr Brudenell-Bruce Earl of Cardigan brought a claim for breach of trust against two trustees of the Savernake Estate Trust (Mr Moore and Mr Cotton) of which he is a beneficiary. He also challenged the trustees’ remuneration and sought their removal as trustees.
The estate consists of numerous properties including a mansion, Tottenham House with an adjacent stable block. The estate is held on trust for sale and within a partnership with 49% of the partnership belonging to Lord Cardigan absolutely and 51% held by the trustees of the Children’s Trust, the beneficiaries ...
Wills & Trusts Law Reports | March 2015 #147The appellant bank instructed the respondent solicitors to act in relation to a £3.3m re-mortgage on behalf of themselves and the borrowers. The borrowers’ property (the property) was already subject to a first charge in favour of Barclays. A part of the respondent’s instructions was to redeem the outstanding Barclays mortgage and to secure a first charge against the property in the appellant’s favour.
Due to an oversight, the respondents paid only £1,23m of the outstanding £1.5m Barclays loan and then transferred the balance to the borrowers. Having realised their error, the resp...
Wills & Trusts Law Reports | March 2015 #147W and the defendant embarked on a project with the aim of acquiring a substantial interest in an English company, TSE, which started with the acquisition of 125,000 TSE shares in 2002 (the first tranche). In 2003 they attempted to make additional acquisitions of TSE shares, such attempts involving three of W’s companies, including the plaintiff. The overall scheme was that funds would be provided by one company, Assanzon, for the acquisition of shares for another company, Momentum, which were held for its beneficial owners which were principally the plaintiff company, Libertarian. The fu...
