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

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

The Court of Appeal held that while members of CIFF owe fiduciary duties to act in good faith to further the charity's purposes, the Court has no jurisdiction to direct a member how to vote on a section 217 Companies Act 2006 resolution unless there is evidence of breach of duty. There was no evidence that Dr Lehtimäki was acting in breach of duty; therefore, the Chancellor was not entitled to order him to vote in favour of the Grant.

Parties
Appellant: Dr Marko Lehtimäki; First Respondent: The Children’s Investment Fund Foundation (UK); Second Respondent: H. M. Attorney General; Third Respondent: Sir Christopher Hohn; Fourth Respondent: Jamie Cooper
Jurisdiction
England and Wales
Judgment Date
06 July 2018
Procedural Posture
Civil Appeal / Appeal From High Court to Court of Appeal
Outcome
Appeal allowed
Legal Topics
Fiduciary Duties of Members, Court's Inherent Jurisdiction Over Charities, Section 217 Companies Act 2006, Section 201 Charities Act 2011, Scheme Making Powers, Judicial Intervention in Charitable Companies
Charity Law Company Law Fiduciary Duties of Members Court's Inherent Jurisdiction Over Charities Section 217 Companies Act 2006 Section 201 Charities Act 2011 Scheme Making Powers Judicial Intervention in Charitable Companies

Case Brief

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Parties

Dr Marko Lehtimäki

Appellant

The Children’s Investment Fund Foundation (UK)

First Respondent

H. M. Attorney General

Second Respondent

Sir Christopher Hohn

Third Respondent

Jamie Cooper

Fourth Respondent

Procedural Posture

Civil Appeal / Appeal From High Court to Court of Appeal

Legal Issues

  1. 1 Whether members of a charitable company limited by guarantee owe fiduciary duties to the charity
  2. 2 Whether the Court has inherent jurisdiction to direct a member how to vote absent breach of duty
  3. 3 Whether the Chancellor was entitled to order Dr Lehtimäki to vote for a resolution under section 217 Companies Act 2006

Ratio Decidendi

The Court of Appeal held that while members of CIFF owe fiduciary duties to act in good faith to further the charity's purposes, the Court has no jurisdiction to direct a member how to vote on a section 217 Companies Act 2006 resolution unless there is evidence of breach of duty. There was no evidence that Dr Lehtimäki was acting in breach of duty; therefore, the Chancellor was not entitled to order him to vote in favour of the Grant.

Court Disposition

Appeal allowed

Orders

  • Order of the Chancellor directing Dr Lehtimäki to vote in favour of the Grant is set aside.