Friedhelm Eronat v CPNC International (Chad) Ltd & Anor
[2024] EWHC 2880 (Comm)
Timothy Michael Lord KC & Ors v Haron Angela Jeanette Kinsella & Ors
2 November 2023
[2023] EWHC 2748 (Ch)
High Court
A timeshare club was dissolved. Some members sued, claiming it was done unfairly. The court said they waited too long to complain (missed the deadline) and even if they hadn't, their arguments weren't strong enough to win.
Key Facts
- •Arbitration claim under ss. 68 and 69 of the Arbitration Act 2006.
- •Dispute concerned the validity of the dissolution of the Slaley Hall Owners Club, an unincorporated association.
- •Seventh Defendant (SHLL) acted as Management Company and acquired a significant number of Holiday Certificates.
- •Claimants argued the dissolution resolution was invalid due to procedural irregularities and breach of fiduciary duty by SHLL.
- •Arbitrator found the SGM was procedurally irregular but not a breach of fiduciary duty.
- •Claimants challenged the award, arguing errors in law and procedural irregularities.
- •Issue of whether the claim form was issued within the 28-day time limit under s. 70(3) of the Arbitration Act 2006.
Legal Principles
Construction of contracts; one member one vote vs. one certificate one vote.
Arbitration Act 2006, Clause 24 of the Club Constitution
Fiduciary duty; no profit rule; constructive trust.
Equity principles
Arbitration Act 2006; time limits for appeals; extension of time.
Arbitration Act 2006, s. 70(3)
Principles for extending time in arbitration appeals (Kalmneft and Terna factors)
Kalmneft JSC v Glencore International [2001] 2 All ER (Comm) 577; Terna Bahrain Holdings Company v Bin Kamil al Shamshi 2021 EWHC 3283 (Comm)
Section 68 challenge: serious irregularity; failure to deal with all issues.
Arbitration Act 2006, s. 68(1)(d)
Section 69 appeal: obvious error of law.
Arbitration Act 2006, s. 69(3)(c)(i)
Outcomes
Claim form issued out of time.
Interim Award of 11 August 2022 was a binding award triggering the 28-day time limit; claimants' belief that time ran from the final award was unreasonable.
Application for extension of time denied.
Claimants did not act reasonably in delaying, and the other Kalmneft factors did not favour an extension.
Section 68 challenge likely to fail.
Arbitrator adequately addressed the fiduciary duty issues; claimants failed to exhaust recourse under s. 57.
Leave to appeal under s. 69 denied.
Arbitrator's interpretations of Clause 24 and fiduciary duty did not show an obvious error of law; arbitrator's decision on costs also reasonable.
Claim dismissed.
Claim form issued out of time, and application for extension denied.
Similar Cases
Gregarious Limited v Westgroup Investment Limited
[2024] EWHC 748 (Ch)
Quaid-e-Azam Thermal Power (Private) Ltd v Sui Northern Gas Pipelines Limited
[2024] EWHC 70 (Comm)
Kevin Osler v Marlene Osler & Ors
[2024] EWCA Civ 516
The French State v The London Steam-Ship Owners’ Mutual Insurance Association Limited
[2023] EWHC 2474 (Comm)