| UNINCORPORATED ASSOCIATION — Dissolution — Distribution of assets — Distribution to members with beneficial interest in assets — Sole surviving member — Whether bona vacantia
Hanchett-Stamford v Attorney General and another (Barclays Bank Trust Co Ltd intervening) [2008] EWHC 330 (Ch); WLR (D) 73
Ch D (Bristol District Registry): Lewison J: 27 February 2008
The assets of an unincorporated association, which was not a charity and which had ceased to exist due to the fall in its membership to below two, did not pass to the Crown as bona vacantia but vested in the sole surviving member of the association.
Lewison J so held in the Chancery Division on an application by the claimant, Kathleen Desmonde Hanchett-Stamford, the sole surviving member of the Performing and Captive Animals Defence League (“the league”), for orders that the work and objects of the league were charitable and appointing her and another as trustees of the league’s funds with a discretion to select a charity with similar objects to the league to receive those funds. The claimant had become the sole surviving member of the league upon the death of her husband, which had brought about the league’s cessation.
LEWISON J said that the league was an unincorporated association and was not and had never become a charity as one of its objects was to change the law. The members for the time being of an unincorporated association were beneficially entitled to its assets, subject to the contractual arrangements between them, and in the case of an association with two or more members the members could by agreement divide the assets between them. Where there was only one identifiable and living member of an unincorporated association, which had ceased to exist, there was no reason for the assets formerly held by or for that association to pass to the Crown as bona vacantia. Moreover, art 1 of the First Protocol to the Convention for the Protection of Human Rights and Fundamental Freedoms guaranteed the peaceful enjoyment of possessions and for one of two members of an association to be deprived of his share in the assets by reason of the death of the other, and without any compensation, appeared to breach that article. The judge declined to follow Walton J’s obiter dictum in In re Bucks Constabulary Widows’ and Orphans’ Fund Friendly Society (No 2) [1979] 1 WLR 937 that the assets of a friendly society, which was reduced to single member, ceased to exist and therefore the assets had become ownerless. The last surviving member of an unincorporated association was entitled to its assets and since the claimant was the last surviving member, she was entitled to the league’s assets.
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