The court considered the articles of an association without share capital but limited by guarantee. One article provided that a member should cease to be a member of the association if he were requested by resolution of the council to resign. It was alleged that the council had acted under that article in breach of its fiduciary duty to act for the benefit of the association as a whole and that the expulsion of the plaintiffs was therefore invalid.
Held: Megarry J said: ‘If the council had acted in breach of its fiduciary duty towards members of the association, this could hardly mean that the council’s acts were invalid. A breach of trust is not a nullity, but a ground for complaint.’ He declined to intervene and doubted whether the principles of natural justice could apply to a company formed under the Companies Acts. Freedom of association embraces the freedom to exclude from association those whose membership it honestly believes to be damaging to the interests of the Society: ‘one of the more difficult problems of the doctrine of natural justice is to determine what cases fall within its ambit;’
Megarry J VC
[1970] 3 WLR 42, [1971] Ch 317, [1970] 2 All ER 362
England and Wales
Cited by:
Cited – Koeller and Another v Coleg Elidyr (Camphill Communities Wales) Ltd CA 12-Jul-2005
The applicants occupied a house as licensees. An order for possession was made against them. The company was a charitable company set up to provide accomodation in communities for handicapped adults. The workers in the communities were not formally . .
Cited – Shearson Lehman Hutton Inc and Another v Maclaine Watson and Co Ltd and Others 1989
The court considered the requirements of natural justice in the light of the decision in Gaiman: ‘Nor do I consider my conclusions to be inconsistent with the decision of Megarry J in [Gaiman] because Megarry J held that the principles of natural . .
Lists of cited by and citing cases may be incomplete.
Company, Natural Justice
Leading Case
Updated: 11 November 2021; Ref: scu.228471