Greetings CaseSnappy enthusiasts! Today’s Decoding Judgements series blog post features the intriguing case of Lehtimäki and others (Respondents) v Cooper (Appellant) [2020] UKSC 33, revolving around the complex web of charitable trusts, fiduciary duties and the wide-ranging power of courts.
Highlighting the dispute is CIFF, a charitable company, intending on making a $360 million grant to a new charity, BWP, founded by Ms. Cooper, a former member and trustee. Approval of this grant necessitated consent from the company's members and the Charity Commission. The spotlight fell on Dr. Lehtimäki, the sole non-conflicted member, who was ambiguous about his voting choice.
Ms. Cooper sought an order requiring Dr. Lehtimäki to vote in favour of the resolution. However, Dr. Lehtimäki and another party contended three key points: the member isn't a fiduciary, thus an order can’t be made; the court doesn't typically interfere with a fiduciary’s discretion unless he's imprudent or unreasonable; and that Companies Act, s 217 denies the court from directing Dr. Lehtimäki's vote.
The UK Supreme Court confirmed that Dr. Lehtimäki was a fiduciary when acting as a member of CIFF. The court held it could direct Dr. Lehtimäki to vote in favour of the resolution, ruling Companies Act 2006, s 217 didn't bar it from directing a member's vote. This led to the appeal being allowed and an order directing Dr. Lehtimäki to vote in favour of the resolution.
In his judgement, Lord Briggs determined that "Where the court has finally decided what is in the charity’s best interests there can be no reasonable basis for a fiduciary acting contrary to that decision and, here, actually vetoing the transaction which the court has decided best furthers the purposes of the charity."
In the case of Lehtimäki and others (Respondents) v Cooper (Appellant) [2020] UKSC 33, we witness the intriguing interplay between charitable trusts and the intricate concept of fiduciary duty. This judgement emphasises the wide scope of a court's power in ensuring the fulfilment of fiduciary obligations, even amidst contentious debate surrounding the exact role of a member.
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