CLUB LOS CLAVALES AGAINST FIRST NATIONAL TRUSTEE COMPANY LTD [2022] ScotCS CSIH_35 (18 August 2022)

CLUB LOS CLAVALES AGAINST FIRST NATIONAL TRUSTEE COMPANY LTD [2022] ScotCS CSIH_35 (18 August 2022)

The committee members who were in place prior to the invalid AGMs remain validly in office until retirement at a future AGM; the committee thus has authority to direct litigation and grant discharge to the defenders. The defenders have no basis to challenge the committee's validity or the Club's title to sue. The defenders must demit office as trustee and execute the deed of retirement.

Citation
[2022] ScotCS CSIH_35
Parties
Pursuer and Respondent: Club Los Claveles; Pursuer and Respondent: Albert Fletcher; Pursuer and Respondent: Roger Lindsay; Pursuer and Respondent: Norma Ann Burston; Defender and Reclaimer: First National Trustee Company Ltd
Jurisdiction
Scotland
Judgment Date
18 August 2022
Procedural Posture
Civil Appeal / Inner House, Court of Session, Reclaiming Motion and Cross Appeal
Outcome
Reclaiming motion refused; cross-appeal allowed (majority); defenders must demit office as trustee.
Legal Topics
Title to Sue, Committee Validity, Trustee Retirement, Unincorporated Associations, Interpretation of Constitution
Trusts Property Association Law Title to Sue Committee Validity Trustee Retirement Unincorporated Associations Interpretation of Constitution

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Parties

Club Los Claveles

Pursuer and Respondent

Albert Fletcher

Pursuer and Respondent

Roger Lindsay

Pursuer and Respondent

Norma Ann Burston

Pursuer and Respondent

First National Trustee Company Ltd

Defender and Reclaimer

Procedural Posture

Civil Appeal / Inner House, Court of Session, Reclaiming Motion and Cross Appeal

Legal Issues

  1. 1 Whether the committee of Club Los Claveles was validly constituted under the Club's constitution
  2. 2 Whether the defenders had standing to challenge the committee's validity and title to sue
  3. 3 Whether the defenders must demit office as trustee and execute a deed of retirement

Ratio Decidendi

The committee members who were in place prior to the invalid AGMs remain validly in office until retirement at a future AGM; the committee thus has authority to direct litigation and grant discharge to the defenders. The defenders have no basis to challenge the committee's validity or the Club's title to sue. The defenders must demit office as trustee and execute the deed of retirement.

Court Disposition

Reclaiming motion refused; cross-appeal allowed (majority); defenders must demit office as trustee.

Orders

  • Defenders to demit office as trustee on terms set out in draft deed of retirement.
  • Defenders to hand over register of members to pursuers or new trustees.