First National Trustco (UK) Ltd & Anor v McQuitty & Ors

First National Trustco (UK) Ltd & Anor v McQuitty & Ors

Clause 14 of the Deed of Trust does not entitle the Trustee to indemnity for liabilities incurred by the Owning Company; it only protects the Trustee for liabilities incurred by it in connection with the Trust Property or its office. The clause is clear and unambiguous, and neither the documentary nor commercial context justifies extending its meaning to cover the Spanish taxes levied on the Owning Company.

Parties
Appellant/claimant: First National Trustco (UK) Limited; Appellant/claimant: Bahia Blanca Club B Limited; Respondent/defendant: Mary Louise McQuitty; Respondent/defendant: Paul Donald Page; Respondent/defendant: Bahia Blanca Leisure Limited; Respondent/defendant: Bahia Blanca Leisure SL
Jurisdiction
England and Wales
Judgment Date
05 February 2020
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Indemnity Clauses, Trustee Indemnity, Timeshare Scheme Liabilities
Contract Law Trusts Law Interpretation of Indemnity Clauses Trustee Indemnity Timeshare Scheme Liabilities

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Parties

First National Trustco (UK) Limited

Appellant/claimant

Bahia Blanca Club B Limited

Appellant/claimant

Mary Louise McQuitty

Respondent/defendant

Paul Donald Page

Respondent/defendant

Bahia Blanca Leisure Limited

Respondent/defendant

Bahia Blanca Leisure SL

Respondent/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether Clause 14 of the Deed of Trust obliges the Founder Member and Club to indemnify the Trustee for Spanish taxes levied on the Owning Company
  2. 2 Proper construction of indemnity provisions in trust deeds

Ratio Decidendi

Clause 14 of the Deed of Trust does not entitle the Trustee to indemnity for liabilities incurred by the Owning Company; it only protects the Trustee for liabilities incurred by it in connection with the Trust Property or its office. The clause is clear and unambiguous, and neither the documentary nor commercial context justifies extending its meaning to cover the Spanish taxes levied on the Owning Company.

Court Disposition

Appeal dismissed

Orders

  • No declaration granted in favour of the Appellants regarding indemnity for Spanish taxes
  • Judge's decision affirmed