Hanchett-Stamford v Attorney General [2009] Ch 173

Facts

• The Performing and Captive Animals Defence League (PCADL) was an unincorporated association formed for a specific purpose.
• The PCADL's membership ultimately fell to a single person, the claimant.
• The association's rules did not specify what should happen to its property upon dissolution or if only one member remained.
• A dispute arose over whether the last member was entitled to the association's assets or if they should be claimed by the Crown as bona vacantia.
• The matter was brought before the Court of Appeal for resolution.

Issues

1. Whether an unincorporated association continues to exist when only one member remains.
2. Whether the assets of such an association vest in the last surviving member or become bona vacantia.
3. Whether the doctrine of resulting trusts applies to distribute the assets to the last member upon the association’s dissolution absent clear rules in the association’s constitution.

Decision

• The Court determined that once membership of an unincorporated association falls to one, the group ceases to exist.
• The assets of the association do not vest in the sole remaining member in the absence of contrary rules.
• The group's assets were not held on a resulting trust for individual members, but for the association’s purposes.
• As the purposes could no longer be fulfilled, the assets were held as bona vacantia and passed to the Crown.

Legal Principles

• Unincorporated associations are not separate legal entities; they cannot own property in their own name, and assets are generally held by trustees based on the association's constitution.
• The distribution of assets on dissolution is generally governed by the association’s rules; if these are silent, trust law and the doctrine of resulting trusts may apply.
• When an unincorporated association dissolves with no express provision for asset distribution, assets may revert to the members as a group through a resulting trust, but not to a single member where the association no longer exists.
• Absent clear instructions, assets become bona vacantia when the association’s purposes fail and the group has ceased to exist.
• The judgment emphasizes the importance for unincorporated associations to include express rules regarding the fate of assets upon dissolution.

Conclusion

The Court of Appeal in Hanchett-Stamford v Attorney General [2009] Ch 173 held that where an unincorporated association dissolves leaving only one member and no express rules for asset distribution, its assets pass to the Crown as bona vacantia rather than to the last member, highlighting the importance of clear dissolution provisions for such associations.