Re St Andrew's (Cheam) Lawn Tennis Club Trust; Philippe and Others v Cameron and Others
| Jurisdiction | England & Wales |
| Judge | MR JUSTICE ARNOLD |
| Judgment Date | 02 May 2012 |
| Neutral Citation | [2012] EWHC 1040 (Ch) |
| Docket Number | Case No: HC11C03012 |
| Court | Chancery Division |
| Date | 02 May 2012 |
[2012] EWHC 1040 (Ch)
IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION
Rolls Building
Fetter Lane, London, EC4A 1NL
The Hon Mr Justice Arnold
Case No: HC11C03012
In the Matter of the St andrew's (Cheam) Lawn Tennis Club Trust
Gilead Cooper QC (instructed by Henmans LLP) for the Claimants
Thomas Dumont (instructed by Farrer & Co) for the First to Thirteenth Defendants
Gabriel Hughes (instructed by Christiane Warncke) for the Fourteenth Defendant
The Fifteenth to Nineteenth Defendants did not appear and were not represented
Hearing dates: 28–29 March 2012
Introduction
This is an unfortunate dispute about the beneficial ownership of land at Sandy Lane, Cheam ("the Land") which has been occupied by St Andrew's (Cheam) Lawn Tennis Club ("the Club") since 1938. As its name suggests, the Club was originally, and to some extent remains, associated with St Andrew's Cheam ("the Church"). Until fairly recently, it had been thought by all concerned that the Land was held on trust on the terms of a Declaration of Trust dated 11 July 1938 ("the Trust Deed"). The Club now says that the Trust Deed is and always has been invalid, and that the Land is held on a resulting trust for the current members of the Club. The Church (or to be more precise, the trustees of its charitable trust) disputes that the Trust Deed is invalid, and wants the Land to be sold and the money applied for the purposes of the Church. The trustees of the Land are doubtful that either side is correct. The immediate cause of the dispute is the challenge which the complexities of English law with regard to trusts and unincorporated associations pose even for lawyers. More subtly, the dispute arises out of the secularisation of English society since 1938.
The parties
The First to Third Claimants are the present trustees, and the Fourth Claimant a former trustee of, the trusts established by the Trust Deed. I shall refer to the trustees under the Trust Deed at each relevant time as "the Trustees".
The First to Thirteen Defendants are the present trustees of the Church's charitable trust (as to which, see below).
The Fourteenth, Fifteenth and Sixteenth Defendants are, respectively, the present Chairman, Secretary and Treasurer of the Club. The Fourteenth Defendant has been appointed to represent all the present members of the Club.
The Seventeenth, Eighteenth and Nineteenth Defendants are the present trustees of the estate of David Tweddle. I shall refer to them as "the Executors".
As counsel for the Trustees accepted, strictly speaking the Treasury Solicitor should have been joined to represent the interests of the Crown. As he submitted, the Treasury Solicitor can be notified of the matter following this judgment and before the order is sealed.
The facts
The claim was brought by the Trustees under CPR Part 8. The Trustees' stance in these proceedings is neutral: they seek the guidance of the Court. Written evidence has been served by the Trustees, the Club and the Church. Although there are certain conflicts of evidence between the Club's witness and the Church's witness, there has been no cross-examination. For the most part, neither witness has first-hand knowledge of the facts, and what matters is the documentary evidence. As will appear, the documentary evidence is fairly extensive, but there are gaps in the record.
The Church
The Church was founded as the St Andrew's Presbyterian Church of England Cheam in the 1920s. In 1972 the Presbyterian and Congregational Churches merged to the form the United Reformed Church. Since then, the Church has been known as St Andrew's United Reformed Church Cheam. With the exception of properties held under the trusts declared in Schedule 2 of the United Reformed Church Act 1972 (as amended), all assets and funds are held on behalf of the Church by the St Andrew's Cheam United Reformed Church Charity, registered charity number 1134905 ("the Charity"). According to the Charity's current governing document dated September 2009 (no earlier governing document is in evidence), the trustees of the Charity are "those members of the Elders' Meeting of St Andrew's Cheam United Reformed Church who are qualified to serve as charity trustees … and [who] are appointed … in accordance with the procedures for the time being laid down by the Church Meeting of St Andrew's Cheam United Reformed Church". The Charity has as its sole object "the advancement of the Christian faith for the benefit of the public in accordance with the Scheme of Union of the United Reformed Church".
Counsel for the Club submitted that it was important to distinguish between (1) the congregation of the Church, represented by the Minister or the Elders' Meeting and (2) the Charity, represented by its trustees. I accept that the two are distinct, and where necessary I will have regard to the distinction, but it is not always necessary to do so.
The Club
From the establishment of the Church, many of its members played tennis together. The St Andrew's Tennis & Social Club was established in 1930, and tennis was played each week on a number of private courts owned by Church members. That club became popular and soon outgrew the facilities available.
The Club was established for the purpose of acquiring and fitting out land for use as a tennis club. Its Inaugural General Meeting was held on 22 April 1937. A Constitution and Rules were adopted, but no copies of these have been found. The Minister of the Church, Rev. E.G. Miles, was elected as President, J.L. Goldspink as Captain, C. Thain as Vice-Captain and E.S. Cotsell as one of two Joint Honorary Secretaries.
At a meeting of the Church's Committee of Management on 10 May 1937 Mr Goldspink referred to the Constitution of the Club "and the intention that it should be kept as part of the Church and the rules of the Club approved by and only altered with the consent of the Committee of Management". It was agreed that the Rules should be brought up for approval at a later meeting.
Between April 1937 and March 1938 an opportunity arose to buy suitable vacant land in Sandy Lane, less than a mile from the Church. A General Meeting was called on 21 March 1938 in the Church Hall. All Church members and adherents were invited to attend. About 60 people attended. The minutes of the meeting record that it was proposed to spend £750 purchasing the Land, £475 on courts, £396 on a pavilion and £79 on landscaping, making a total cost of £1,700. Of that amount, only £650 had been promised. Rev. Miles "stressed the importance of maintaining the Club as part of the Church's activities and also appealed to the meeting for their support". It was agreed that the Club would attempt to raise the money by loans in units of £50 on which interest at 4% would be paid. It was estimated that the income of the Club would be sufficient to pay this interest and also to pay off one £50 unit each year.
At a meeting of the Committee of the Club on 18 April 1938 Mr Cotsell explained that the rest of the money required for the scheme had not been provided, and that it was for the Committee to decide the future of the Club. Rev. Miles said that he had approached various people with a view to purchasing the Land on behalf of the Club, but without success. Mr Tweddle, who was the Secretary of the Church and a member of the Club's Committee (albeit, it would appear, a non-playing member), then offered to purchase the Land and rent it to the Club. This was agreed to. Mr Cotsell said that this left only £950 to be raised, and provided that those who had already offered to lend £50 would adhere to their offer, only £250 more was required. It was agreed that this sum would be raised from donations by the members.
At a meeting of a Committee of the Club on 2 June 1938 it was agreed that Mr Goldspink, Mr Thain, D. Duncan and H.L. Reid should be appointed as Trustees. The Trustees were all members of the Church, and Mr Duncan was its Freewill Offering Treasurer. It appears that Mr Goldspink, Mr Thain and Mr Duncan were also members of the Club. Arnold Rust advised that it was not necessary for the appointment of the Trustees to form part of the Constitution of the Club. Mr Rust was a solicitor who was the secretary of the Church's Committee of Management and a member of the Club. It appears that he acted on behalf of both Mr Tweddle and the Club in relation to the acquisition of the Land. He was also one of the lenders.
In addition, it was agreed that Barclays Bank Ltd be appointed as the Club's bankers, and a mandate was completed providing for cheques to be signed by any two of the Trustees or one Trustee and the Treasurer. It was also agreed that the lenders of the £50 units be elected Honorary Members of the Club. It is likely that this meant that they did not have to pay subscriptions.
On 4 June 1938 Mr Tweddle was granted a licence to lay out the Land and use it for tennis courts and...
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