Hardy & Anor v Hoade & Ors, Re North Harrow Tennis Club [2017] EWHC 2476 (Ch) (06 October 2017)

Hardy & Anor v Hoade & Ors, Re North Harrow Tennis Club [2017] EWHC 2476 (Ch) (06 October 2017)

The rules of the Club did not expressly provide for dissolution other than by resolution at a general meeting, but the Court implied a term that, upon any dissolution, the net assets should be distributed in accordance with rules 18-19, i.e., proportionately to length of playing membership, with a three-year qualifying period. This construction was necessary to give business efficacy to the rules and reflected the members' intentions.

Citation
[2017] EWHC 2476 (Ch)
Parties
Claimant: Joyce Irene Hardy; Claimant: Diane Owen; Defendant: David John Hoade; Defendant: Robert Jeffrey Rodgers; Defendant: Roy Henry Peter Rodgers; Defendant: Sandip Patel; Defendant: Katia Mughal; Defendant: Shaff Mughal; Defendant: Arthur Denny (also known as Denny Arthur); Defendant: John Christopher Sayer; Defendant: Sandra Judith Staples; Defendant: Ann Denise Burditt; Defendant: Amit Ruparelia; Defendant: Thorsten Nilsson; Defendant: Kishan Sangani; Defendant: Alpen Khagram; Defendant: Keith Hardy; Defendant: Raaj Sangani; Defendant: Heather C Hurle; Defendant: Nicholas John Hurle; Defendant: Helen Dolan; Defendant: Anish Ruparelia
Jurisdiction
England and Wales
Judgment Date
06 October 2017
Procedural Posture
Part 8 Claim for Directions (chancery) / Judgment After Trial
Outcome
Directions granted; declaration as to distribution of assets; costs order in favour of trustees
Legal Topics
Dissolution of Unincorporated Associations, Distribution of Assets on Dissolution, Interpretation of Club Rules, Implied Terms in Contract, Trustee Indemnity
Trusts Property Contract Dissolution of Unincorporated Associations Distribution of Assets on Dissolution Interpretation of Club Rules Implied Terms in Contract Trustee Indemnity

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Parties

Joyce Irene Hardy

Claimant

Diane Owen

Claimant

David John Hoade

Defendant

Robert Jeffrey Rodgers

Defendant

Roy Henry Peter Rodgers

Defendant

Sandip Patel

Defendant

Katia Mughal

Defendant

Shaff Mughal

Defendant

Arthur Denny (also known as Denny Arthur)

Defendant

John Christopher Sayer

Defendant

Sandra Judith Staples

Defendant

Ann Denise Burditt

Defendant

Amit Ruparelia

Defendant

Thorsten Nilsson

Defendant

Kishan Sangani

Defendant

Alpen Khagram

Defendant

Keith Hardy

Defendant

Raaj Sangani

Defendant

Heather C Hurle

Defendant

Nicholas John Hurle

Defendant

Helen Dolan

Defendant

Anish Ruparelia

Defendant

Procedural Posture

Part 8 Claim for Directions (chancery) / Judgment After Trial

Legal Issues

  1. 1 What is the proper basis for distribution of the assets of the North Harrow Tennis Club upon dissolution?
  2. 2 Does rule 18 of the Club's rules apply in the absence of a resolution at a general meeting?
  3. 3 Is there an implied term requiring distribution in accordance with rules 18-19?

Ratio Decidendi

The rules of the Club did not expressly provide for dissolution other than by resolution at a general meeting, but the Court implied a term that, upon any dissolution, the net assets should be distributed in accordance with rules 18-19, i.e., proportionately to length of playing membership, with a three-year qualifying period. This construction was necessary to give business efficacy to the rules and reflected the members' intentions.

Court Disposition

Directions granted; declaration as to distribution of assets; costs order in favour of trustees

Orders

  • The trustees are to distribute the net proceeds of sale of the Club's land among the claimants and qualifying defendants in proportion to their length of playing membership, applying a three-year qualifying period.
  • The trustees are entitled to an indemnity from the proceeds of sale in respect of costs and expenses properly incurred in dealing with the property, the sale, and these proceedings.