Co-Operative Group (CWS) Ltd v Stansell Ltd & Anor

Co-Operative Group (CWS) Ltd v Stansell Ltd & Anor

Section 51(1) of the Industrial and Provident Societies Act 1965, by its natural and ordinary meaning, is wide enough to vest the benefit of the building contract in CWS, notwithstanding the contractual prohibition against assignment and without the need for Stansell's consent. The statutory context and purpose support this construction, and there is no binding authority requiring a more restrictive interpretation.

Parties
Appellant: Co-operative Group (CWS) Limited; 1st Respondent: Stansell Limited; 2nd Respondent: David Roger Dyer
Jurisdiction
England and Wales
Judgment Date
09 May 2006
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal allowed
Legal Topics
Assignment of Contracts, Statutory Transfer of Engagements, Industrial and Provident Societies, Non Assignment Clauses
Contract Law Statutory Interpretation Corporate Law Assignment of Contracts Statutory Transfer of Engagements Industrial and Provident Societies Non Assignment Clauses

Case Brief

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Parties

Co-operative Group (CWS) Limited

Appellant

Stansell Limited

1st Respondent

David Roger Dyer

2nd Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Does section 51(1) of the Industrial and Provident Societies Act 1965 override a contractual prohibition against assignment?
  2. 2 Did the transfer of engagements from CRS to CWS vest the benefit of the building contract in CWS despite a non-assignment clause?

Ratio Decidendi

Section 51(1) of the Industrial and Provident Societies Act 1965, by its natural and ordinary meaning, is wide enough to vest the benefit of the building contract in CWS, notwithstanding the contractual prohibition against assignment and without the need for Stansell's consent. The statutory context and purpose support this construction, and there is no binding authority requiring a more restrictive interpretation.

Court Disposition

Appeal allowed

Orders

  • The appeal is allowed. CWS is entitled to pursue the claim against Stansell for breach of the building contract.