Michael John Pelling v Families Need Fathers Ltd
| Jurisdiction | England & Wales |
| Judge | Mr Justice Lawrence Collins |
| Judgment Date | 08 March 2002 |
| Neutral Citation | [2002] EWHC 373 (Ch) |
| Court | Chancery Division |
| Docket Number | 005820 of 2001 |
| Date | 08 March 2002 |
[2002] EWHC 373 (Ch)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
Royal Courts of Justice
Strand
London WC2A 2LL
Mr Justice Lawrence Collins
005820 of 2001
(Consolidated with 006793 of 2001)
In the Matter Of
Families Need Fathers Limited
And in the Matter Of
The Applicant appeared in person.
Mr Matthew Parish (of Messrs Lovells) for the Respondents
Approved by the Court for handing down
Hearing: December 12, 13, 2001, January 18, March 5, 2002
I direct that pursuant to CPR39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
I Background
The charity
Families Need Fathers Ltd. ("the charity") is a company limited by guarantee and a registered charity. Its directors are also the trustees of the charity. It has operated since about 1974, and its stated aim is to maintain a child's relationship with both parents during and after family breakdown. It has about 9,000 members on its data base, but many of these ceased to pay subscriptions, and under the rules of the charity ceased to be members. It now has about 2,800 members, of whom about 2,000 have The right to vote at meetings, which is conferred by the articles of association on members whose subscriptions are fully paid up and who have been fully paid up members for 12 months.
The evidence was that members generally join when they are in the course of family breakdown. In order to join a potential member fills in a form and pays a subscription of £25 per annum. The form makes it clear that the charity is a registered charity, but does not indicate that it is a company limited by guarantee, and therefore subscribing members are not put on notice that they are becoming members of a company. The membership form contains (in very small type) the following: "Tick box if you do not wish your details to be given to other members."
Dr Pelling
Dr Michael Pelling has been an active member of the charity since about 1990. He describes himself as a family law specialist, McKenzie friend, and test case campaigner in the courts (including the European Court of Human Rights) and he is also the chairman of the East London branch of the charity. The documents before the court refer to the judicial review proceedings instituted by him (R v. Bow County Court, ex. p Pelling [1999] 4 All ER 751) in which the Court of Appeal laid down guidelines on the use of McKenzie friends in family proceedings held in private. In evidence in these proceedings he said that he had been involved in more than 100 cases as claimant or in some other capacity, including McKenzie friend.
Dr Pelling's membership was suspended as from February 22, 2001. The charity says it was because, in breach of rules, his East London branch had published a newsletter without the consent of the trustees: the rules had been instituted because a newsletter in 1997 (not by Dr Pelling) had led to an expensive libel action. Dr Pelling's membership was terminated with effect from April 24, 2001. Dr Pelling says that the expulsion was effected because the trustees were opposed to his Reform Group. On July 16, 2001 Hart J declared that the purported suspension and termination were unlawful and void because the charity had not adopted rules providing for suspension and expulsion.
The Reform Group
In early March 2001 he formed a group, with two associates, Mr Greenwood and Mr Linnecar, which they describe as the Families Need Fathers Reform Group, and which was of the view that the interests of the charity and its members were not being properly served by the existing director/trustees. The Reform Group came to consist of 12 persons, with Dr Pelling as secretary, and was committed to replacing all the incumbent director/trustees at the 2001 Annual General Meeting. According to an extract from its website in evidence, Dr Pelling's group believes that:—
"if FNF is to have any hope of changing the bigotry and prejudice of the Family court system the present National Council must go in its entirety and be replaced by 12 radical people who will work effectively to change the law and make society aware of the hidden oppression that parents face when they go to court."
The Reform Group said that, if appointed, it would (among other things):
"Empower as many parents as possible to be in control of their own affairs and litigation, and to have the confidence to dispense with solicitors and barristers if they so wish, as far as family matters are concerned ….
Support and maintain a schedule of repeated demonstrations outside the houses of judges, politicians, heads of government departments such as the CSA etc. and outside the courts…
Demonstrate outside prisons in support of those incarcerated for falling foul of contempt laws which are only enforced against non-resident parents."
The Annual General meeting was originally to be held on May 20, 2001. The plan of Dr Pelling and his group was that 6 members of the Reform Group would stand in the election for new directors to fill vacancies caused by retirements and vacation of office and (as he stated in his witness statement of May 1, 2001, before the Court of Appeal and in the particulars of claim in these proceedings) another 6 would be the subject of replacement resolutions under section 303 of the Companies Act 1985.
The Register of Members and section 356 of the Companies Act 1985
Section 356 of the Companies Act 1985 (as amended by the Companies Act 1989) provides:
(1) Except when the register of members is closed under the provisions of this Act, the register and the index of members' names shall … be open to the inspection of any member of the company without charge, and of any other person on payment of such fee as may be prescribed.
……
(2) Any member of the company or other person may require a copy of the register, or of any part of it, on payment of such fee as may be prescribed; and the company shall cause any copy so required by a person to be sent to him within 10 days beginning with the day next following that on which the requirement is received by the company.
……
(5) If an inspection required under this section is refused, or if a copy so required is not sent within the proper period, the company and every officer of it who is in default is liable in respect of each offence to a fine.
(6) In the case of such refusal or default, the court may by order compel an immediate inspection of the register and index, or direct that the copies required be sent to the persons requiring them."
Section 723A of the Companies Act 1985 makes provision for regulations to be made concerning the time and manner of inspection and the provision of copies. The Companies (Inspection and Copying of Registers, Indices and Documents)
Regulations 1991, S.I. 1991 No. 1998, provide that the company shall make the register available for inspection for not less than two hours between 9am and 5pm on each business day, and shall permit a person making inspection to make notes: reg.
(2). The Regulations also provide that, when a request is made for copies of part of the register under section 356(3) the company is not obliged to extract entries by reference to (inter alia) the geographical location or gender of the member: reg. 4(3).
III The request for a copy of part of the register and the decision of the Court of
Appeal in Pelling v. Families Need Fathers Ltd.
Before the Reform Group was fully formed Dr Pelling says he realised that communication with the voting members was of paramount importance, and accordingly on March 13, 2001 he wrote to the charity at its registered office making an application under section 356(3) for a copy of that part of the register of members consisting of the entries of persons who were both currently members at that date and had been continuously so since December 31, 1999. The charity refused the copies, and on March 26, 2001 Dr Pelling commenced proceedings for an order under section
(6) directing the charity to provide copies of part of the register.
In those proceedings and in these proceedings the charity justified the refusal on these grounds: members join the charity at a time of great personal stress, and they are offered a confidential service and this is what they expect and rely upon; it was implicit in the sensitive nature of its work and the confidentiality of the service provided to members that it would be obnoxious to them for their names and addresses to be available to other members or to the world at large on demand; since the formation of the charity in 1974 details of the membership have never been released to individuals on demand, and if the charity were required to give them, it would cause serious difficulties in the work of the charity, putting the continuing existence of that work at risk.
On April 5, 2001 Mr Registrar Buckley refused the order on the basis that the court had a discretion, and not a duty, to direct copies to be sent to Dr Pelling, and that the discretion should be exercised in favour of the charity. Permission to appeal was granted.
Dr Pelling lodged an appeal to the Court of Appeal, and wrote to the charity raising a number of questions about the proposed conduct of the Annual General Meeting. On April 16, the charity informed the Court of Appeal that the Annual General Meeting had been re-scheduled for September 23, 2001. The charity said: "… since Dr Pelling and his group are seeking both to contest the usual elections for Trustee vacancies and to remove all the remaining incumbent Company directors using Sections 303 and 379 of the Companies Act, it will now be necessary to organise a number of...
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