The Children's Investment Fund Foundation (UK) v Attorney General & Ors

The Children's Investment Fund Foundation (UK) v Attorney General & Ors

The court held that the grant would confer a material benefit on Ms Cooper, require Charity Commission approval, and constitute a payment for loss of office under section 215 Companies Act 2006, thus requiring a members' resolution under section 217. Sir Christopher and Ms Cooper are contractually precluded from voting, leaving Dr Lehtimaki as the sole voting member. Given the trustees' surrender of discretion and the court's approval, the court directed Dr Lehtimaki to vote in favour of the grant, subject to Charity Commission consent, as this was in the best interests of CIFF and charity.

Parties
Claimant: The Children’s Investment Fund Foundation (UK); 1st Defendant: H. M. Attorney General; 2nd Defendant: Sir Christopher Hohn; 3rd Defendant: Jamie Cooper; 4th Defendant: Marko Lehtimaki
Jurisdiction
England and Wales
Judgment Date
09 June 2017
Procedural Posture
Charity/company Law Application / First Instance Judgment
Outcome
Grant approved, directions given
Legal Topics
Payments for Loss of Office, Fiduciary Duties of Members, Charitable Company Governance, Court Approval of Charity Transactions, Members' Resolutions Under Companies Act, Material Benefit to Trustees
Charity Law Company Law Payments for Loss of Office Fiduciary Duties of Members Charitable Company Governance Court Approval of Charity Transactions Members' Resolutions Under Companies Act Material Benefit to Trustees

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Parties

The Children’s Investment Fund Foundation (UK)

Claimant

H. M. Attorney General

1st Defendant

Sir Christopher Hohn

2nd Defendant

Jamie Cooper

3rd Defendant

Marko Lehtimaki

4th Defendant

Procedural Posture

Charity/company Law Application / First Instance Judgment

Legal Issues

  1. 1 Whether the court should approve a US$360 million grant by CIFF to BWP and the legal requirements for such approval
  2. 2 Whether the grant confers a material benefit on Ms Cooper requiring Charity Commission approval
  3. 3 Whether the grant is a payment for loss of office under section 215 Companies Act 2006 requiring a members' resolution under section 217

Ratio Decidendi

The court held that the grant would confer a material benefit on Ms Cooper, require Charity Commission approval, and constitute a payment for loss of office under section 215 Companies Act 2006, thus requiring a members' resolution under section 217. Sir Christopher and Ms Cooper are contractually precluded from voting, leaving Dr Lehtimaki as the sole voting member. Given the trustees' surrender of discretion and the court's approval, the court directed Dr Lehtimaki to vote in favour of the grant, subject to Charity Commission consent, as this was in the best interests of CIFF and charity.

Court Disposition

Grant approved, directions given

Orders

  • The grant of US$360 million by CIFF to BWP is approved, subject to Charity Commission consent under clause 5.2 of the Memorandum and section 201 of the Charities Act 2011.
  • Only Dr Lehtimaki is entitled to vote on the section 217 Companies Act 2006 resolution; he is directed by the court to vote in favour of the grant.