Walbrook Trustees (Jersey) Ltd & Ors v Fattal & Ors

Walbrook Trustees (Jersey) Ltd & Ors v Fattal & Ors

The transfer of trust assets to new trustees is an assignment within clause 12 of the JVA, but the Addendum authorises such transfers without consent for both the original and subsequent trustees. The BSL Trust requires the nominee members to act on the written instructions of each trust as to their proportionate membership rights, and the court may direct the admission of new members to reflect the trust interests. The appointment of a receiver and manager is not justified as there is no current jeopardy to the assets, independent trustees are now in place, and the majority rule structure must be respected.

Parties
Claimant: Walbrook Trustees (Jersey) Limited; Claimant: Witco Limited; Claimant: Tiara Trustees Limited; Claimant: Nicholas Cuttiford; Defendant: William Fattal; Defendant: Elias Fattal; Defendant: Rysaffe Trustee Company (C. I.) Limited; Defendant: Charles Sofaer; Defendant: Simon Dangoor; Defendant: Robert Dangoor; Defendant: Berkeley Court Investments Limited
Jurisdiction
England and Wales
Judgment Date
25 June 2009
Procedural Posture
Civil (trusts/joint Venture/property) / Ruling on Applications (appointment of Receiver and Manager, Directions on Trust Asset Transfers, Trust Membership Issues)
Outcome
Applications for directions on trust asset transfers and BSL membership granted; application for appointment of receiver and manager dismissed.
Legal Topics
Appointment of Receiver and Manager, Interpretation of Joint Venture Agreements, Trustee Powers and Duties, Transfer of Trust Assets, Corporate Governance in Trust Structures
Trust Law Company Law Property Law Equity Appointment of Receiver and Manager Interpretation of Joint Venture Agreements Trustee Powers and Duties Transfer of Trust Assets +1 more

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Parties

Walbrook Trustees (Jersey) Limited

Claimant

Witco Limited

Claimant

Tiara Trustees Limited

Claimant

Nicholas Cuttiford

Claimant

William Fattal

Defendant

Elias Fattal

Defendant

Rysaffe Trustee Company (C. I.) Limited

Defendant

Charles Sofaer

Defendant

Simon Dangoor

Defendant

Robert Dangoor

Defendant

Berkeley Court Investments Limited

Defendant

Procedural Posture

Civil (trusts/joint Venture/property) / Ruling on Applications (appointment of Receiver and Manager, Directions on Trust Asset Transfers, Trust Membership Issues)

Legal Issues

  1. 1 Whether the transfer of trust assets to new trustees requires consent under the JVA and triggers pre-emption rights
  2. 2 Whether the BSL Trust allows for severance of membership rights and appointment of new members to reflect trust interests
  3. 3 Whether the appointment of a receiver and manager is justified to protect minority interests and facilitate sale of the property

Ratio Decidendi

The transfer of trust assets to new trustees is an assignment within clause 12 of the JVA, but the Addendum authorises such transfers without consent for both the original and subsequent trustees. The BSL Trust requires the nominee members to act on the written instructions of each trust as to their proportionate membership rights, and the court may direct the admission of new members to reflect the trust interests. The appointment of a receiver and manager is not justified as there is no current jeopardy to the assets, independent trustees are now in place, and the majority rule structure must be respected.

Court Disposition

Applications for directions on trust asset transfers and BSL membership granted; application for appointment of receiver and manager dismissed.

Orders

  • Declaration that transfer of trust assets to new trustees does not require consent under the JVA or trigger pre-emption rights, provided the Addendum conditions are met.
  • Direction that new members may be admitted to BSL to reflect trust interests as per the BSL Trust.