Newell Trustees Limited v Newell Rubbermaid UK Services Limited & Anor
[2024] EWHC 48 (Ch)
Sarah Margaret Ballard v Jonathan Buzzard
4 November 2024
[2024] EWHC 2765 (Ch)
High Court
A pension scheme had some poorly signed paperwork changing how pensions increased. A judge fixed the paperwork mistakes, confirming the changes were valid. The case shows how important it is to get pension paperwork right and that judges can fix accidental mistakes.
Key Facts
- •The Radley College Pension and Assurance Scheme (Scheme) is a defined benefit occupational pension scheme.
- •The case concerns the validity of amendments (SAAs) to the Scheme's pension increase provisions.
- •Three SAAs are in question: one from 2001 and two from 2005.
- •The 2006 Deed, consolidating earlier rule changes, failed to reflect the 2005 pension increase changes.
- •The SAAs' validity is questioned due to the signing by Mr. Beauchamp, who signed 'For and on behalf of the Principal Employer,' potentially not fulfilling the requirement for all Trustees to sign.
- •The court considered rectification of the SAAs and the 2006 Deed.
Legal Principles
Secondary evidence is admissible to prove the existence of a lost document.
Promontoria (Oak) Limited v Emanuel [2020] EWHC 104 (Ch); Read v Price [1909] 2 KB 724
A signature given 'For and on behalf of the Principal Employer' cannot be regarded as a signature given in another capacity, such as that of a Trustee.
Capital Cranfield Trustees Ltd v Beck [2008] EWHC 3181 (Ch)
In determining the identity of a contracting party, the court’s approach is objective; extrinsic evidence is admissible to assist in resolving issues of identity or misdescription.
Homburg Houtimport BV v Agrosin Private Ltd (The Starsin) [2004] 1 AC; Hamid v Francis Bradshaw Partnership [2013] EWCA Civ 470
Equity regards as done that which ought to have been done; this maxim can be applied to cure insignificant defects in the formal requirements of amending pension schemes.
Davis v Richards and Wallington [1991] All ER 563; Harwood-Smart v Caws [2000] PLR; HR Trustees v Wembley [2011] EWHC 2974 (Ch)
Rectification is available where there's a continuing common intention, not reflected due to mistake, concerning a particular matter in the instrument.
Mitchells & Butlers Pensions Ltd v Mitchells & Butlers PLC [2021] EWHC 3017 (Ch)
Outcomes
The court found that the 2001 SAA was validly executed, based on secondary evidence.
Witness testimony and the fact that the scheme was administered as if the amendments were valid, despite the missing fully signed copy.
The court ordered rectification of the signature blocks on the 2001 SAA and 2005 SAAs to clarify that Mr. Beauchamp signed in both capacities (as Trustee and on behalf of the College).
Overwhelming evidence indicated Mr. Beauchamp intended his signature to be effective as a Trustee's signature.
The court ordered rectification of the 2006 Trust Deed to reinstate the pension increase provisions as they existed before the 2005 SAA.
It was a clear mistake that the 2006 Deed failed to reflect the 2005 amendments; there was no intention to reverse the changes.