Keene (Trustees of the Graphic Reproduction Federation) v Wellcom London Ltd & Ors

Keene (Trustees of the Graphic Reproduction Federation) v Wellcom London Ltd & Ors

The Federation had not been spontaneously dissolved; inactivity alone is insufficient. The Court exercised its inherent jurisdiction to dissolve the Federation as of the judgment date and ordered distribution of net assets to existing undissolved members, excluding dissolved companies, in accordance with clause 51 of the Rules.

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
Outcome
Federation not spontaneously dissolved; dissolved by court order as of judgment date; assets to be distributed to existing undissolved members after payment of liabilities.
Legal Topics
Dissolution of Unincorporated Associations, Distribution of Assets, Membership Rights, Bona Vacantia
Trusts Company Law Unincorporated Associations Dissolution of Unincorporated Associations Distribution of Assets Membership Rights Bona Vacantia

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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

Legal Issues

  1. 1 Whether the Graphic Reproduction Federation was spontaneously dissolved
  2. 2 Whether the Court should order dissolution under its inherent jurisdiction
  3. 3 How the Federation's assets should be distributed upon dissolution

Ratio Decidendi

The Federation had not been spontaneously dissolved; inactivity alone is insufficient. The Court exercised its inherent jurisdiction to dissolve the Federation as of the judgment date and ordered distribution of net assets to existing undissolved members, excluding dissolved companies, in accordance with clause 51 of the Rules.

Court Disposition

Federation not spontaneously dissolved; dissolved by court order as of judgment date; assets to be distributed to existing undissolved members after payment of liabilities.

Orders

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