Pelling v Families Need Fathers Ltd

JurisdictionEngland & Wales
Judgment Date01 August 2001
Neutral Citation[2001] EWCA Civ 1280
Date01 August 2001
Docket NumberCase No: A3/2001/0839
CourtCourt of Appeal (Civil Division)

[2001] EWCA Civ 1280




Royal Courts of Justice

Strand, London, WC2A 2LL


Lord Justice Mummery

Lord Justice Jonathan Parker And

Mr Justice Wilson

Case No: A3/2001/0839

Dr Michael John Pelling
Families Need Fathers Limited

Dr Pelling appeared in Person

Mr Colin Hale, Vice Chairman of Families Need Fathers Ltd


This is the judgment of the court to which all members of the court have contributed.


The appeal is by Dr Michael Pelling against the decision of Mr Registrar Buckley on 5 April 2001. The Registrar dismissed Dr Pelling's application under section 356 (6) of the Companies Act 1985 (the 1985 Act) for an order against Families Need Fathers Limited (the Company), a company limited by guarantee and registered as a charity. Dr Pelling sought an order directing that a copy of part of the register of members be sent to Dr Pelling in accordance with a requirement made by him on the Company in a letter of 13 March 2001.


Under section 356 (3) "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." By subsection (5), if the requirement is refused or 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. Subsection (6) provides that "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."


There is no transcript of the Registrar's judgment, but, according to a note approved by him, he gave these reasons for his decision:-

"I have a discretion under Section 356 (6) of the Companies Act 1985 whether or not to make an order requiring disclosure of the Register of Members.

Having read the evidence and submissions of the Trustee for Families Need Fathers Ltd, I consider this is a case in which it is not appropriate to require disclosure of the Register.

Accordingly I refuse the order sought by the claimant."


The Registrar granted permission to appeal.


On the appeal the court was supplied with written submissions by each side. It heard oral argument from Dr Pelling, who acts in person, and from Mr Colin Hale, the Vice Chairman of the Company and an elected Trustee on its National Council, who was granted permission by the court to represent the Company at the hearing. The court did not have the benefit of legal argument from counsel on the construction of the 1985 Act. Fortunately the Court of Appeal has at its disposal research resources in the form of the Judicial Assistants Scheme. This facility is particularly valuable in cases such as this where the parties have not supplied, or been able to supply, to the court all the legal materials necessary for the determination of the appeal. Research has revealed, first, that provisions based on those contained in section 356(6) of the 1985 Act have been enacted with local variations in various Commonwealth jurisdictions, such as Australia, New Zealand and Canada and, secondly, that a very similar question came before the Supreme Court of Victoria two years ago in the case of O'Brien v. Sporting Shooters Association of Australia [1999] 3VR 251. The wording of the equivalent statutory provision (section 1303 of the Australian Corporations Law) was in almost the same terms as section 356(6). The case concerned a company limited by guarantee, which was required by law to keep a register of members showing their names and addresses. Three members, who were candidates for election to the executive council of the association, sought a court order to enforce their statutory rights to obtain a copy of the register, so that they could canvass members of the association for their votes at the forthcoming annual meeting. One of the grounds relied on by the association for opposing the order was that it was concerned to protect the confidentiality of the identity of the members, who were for the most part people who possessed guns which they kept at home. The association also challenged the bona fides of the applicant members, contending that the order was not sought for their professed purpose. Byrne J concluded that he had a discretion to make an order. He also held that, on the facts of that particular case, he was satisfied that the applicants sought the information for a legitimate purpose and that there was no ground either to doubt their bona fides or to exercise his discretion adversely to them. We shall return to his ruling on the discretion issue later in this judgment. The court and the parties are indebted to the Judicial Assistant (Mr Richard Clegg) for his research.

Background Facts


The Company , described as "the Charity", is incorporated for the following objects:

"(i) For the relief of parents and their children and other close family members suffering from the consequences of divorce or separation by providing advice, assistance and other support and, in so doing, helping parents stay in touch with their children after divorce or separation;

(ii) To further the emotional development of children whose parents have divorced or separated by encouraging shared parenting arrangements which enable such children to have continuing and meaningful relationships with both their parents;

(iii) To conduct study and research into problems concerned with children who are deprived of the presence of a parent in their families, and into the problems concerned with establishing good relations between parents living apart from their children, and to publish the useful results of all such study and research in order to encourage appropriate changes in professional and public opinion;

(iv) To relieve poor parents by helping to obtain and promoting the provision of free legal advice, assistance and other free legal services which such parents would be unable to obtain by reason of their lack of means. "


Clause 7 of the Memorandum of Association provides that

" Every member of the Charity undertakes to contribute such amount as may be required (not exceeding £10) to the Charity's assets if it should be wound up while he or she is a member or within 1 year after he or she ceases to be a member, for payment of the Charity's debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves."


Article 2 of the Articles of Association provides that

" (1) The subscribers to the memorandum and such other persons or organisations as are admitted to membership in accordance with the rules made under Article 61 shall be members of the Charity. No person shall be admitted a member of the Charity unless his application for membership is approved by the trustees."


The articles provide for the holding of general meetings of which members are entitled to be given notice and at which they are entitled to attend and vote. Article 61 provides that

"(1) The trustees may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Charity and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:

(i) The admission and classification of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members…… "


It does not appear from the evidence or from what the court was told by Mr Hale that any rules or bye laws have been made under Article 61. The evidence does, however, indicate that there are about 3,000 members of the Company, yielding a subscription income, according to the accounts for the year ending 31 December 1999, of £58,455. It also appears that there are 12 Trustees and Directors of the Company.


Dr Pelling became a member of the Company in 1990. As a result of recent disagreements the Company purported to suspend him from membership as from 22 February 2001 and to terminate his membership with effect from 24 April 2001. Dr Pelling informed the court that he has instituted proceedings in the Chancery Division challenging the validity of the steps taken against him. On 16 July 2001 Hart J declared that the purported suspension and termination were unlawful and void. Dr Pelling, along with some other members of the Company, takes the view that the Company is not well served by the present directors. At about the beginning of March 2001 the "FNF Reform Group" came into being. Dr Pelling is the secretary of that group. Its aim is to replace the existing Board of Directors at the Annual General Meeting of the Company, which was originally to be held on Sunday 20 May 2001, but has now been postponed to...

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