Keene (Trustees of the Graphic Reproduction Federation) v Wellcom London Ltd & Ors [2014] EWHC 134 (Ch) (30 January 2014)

Keene (Trustees of the Graphic Reproduction Federation) v Wellcom London Ltd & Ors [2014] EWHC 134 (Ch) (30 January 2014)

The Federation had not been spontaneously dissolved; inactivity is insufficient for dissolution. The Court exercised its inherent jurisdiction to dissolve the Federation as of the judgment date and directed that net assets be distributed to members existing at the date of the order, excluding dissolved companies, in...

Source-derived case information.

Citation
[2014] EWHC 134 (Ch)
Parties
Claimant: Frederick Ernest Keene; Claimant: Frederick Albert Phillips; Respondent: Wellcom London Ltd; Respondent: Precision Printing Plates Ltd; Respondent: Scottish Studios and Engravers Ltd; Respondent: Tomlinson Ltd; Respondent: Tag Worldwide Group Ltd; Respondent: The Treasury Solicitor (BV)
Jurisdiction
England and Wales
Judgment Date
30 January 2014
Procedural Posture
Part 8 Claim / Judgment After Hearing on Dissolution and Asset Distribution
Outcome
Declaration of spontaneous dissolution refused; Federation dissolved by court order as of judgment date; directions for asset distribution given.
Legal Topics
Dissolution of Unincorporated Associations, Distribution of Assets, Membership Rights, Bona Vacantia, Court's Inherent Jurisdiction
Trusts and Estates Company Law Equity Dissolution of Unincorporated Associations Distribution of Assets Membership Rights Bona Vacantia Court's Inherent Jurisdiction

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Summary, issues, holding and outcome

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Parties

Frederick Ernest Keene

Claimant

Frederick Albert Phillips

Claimant

Wellcom London Ltd

Respondent

Precision Printing Plates Ltd

Respondent

Scottish Studios and Engravers Ltd

Respondent

Tomlinson Ltd

Respondent

Tag Worldwide Group Ltd

Respondent

The Treasury Solicitor (BV)

Respondent

Procedural Posture

Part 8 Claim / Judgment After Hearing on Dissolution and Asset Distribution

Legal Issues

  1. 1 Whether the Graphic Reproduction Federation has been spontaneously dissolved
  2. 2 Whether the Court should order dissolution of the Federation
  3. 3 How the Federation's assets should be distributed

Ratio Decidendi

The Federation had not been spontaneously dissolved; inactivity is insufficient for dissolution. The Court exercised its inherent jurisdiction to dissolve the Federation as of the judgment date and directed that net assets be distributed to members existing at the date of the order, excluding dissolved companies, in accordance with the Federation's rules.

Court Disposition

Declaration of spontaneous dissolution refused; Federation dissolved by court order as of judgment date; directions for asset distribution given.

Orders

  • Federation is dissolved as of 30 January 2014.
  • Net assets to be distributed to existing undissolved members (including Tomlinson Ltd) after payment of liabilities and storage charges, pro rata according to contributions as if clause 51 applied.