Aberavon and Port Talbot Rugby Football Club v Welsh Rugby Union Ltd

Under Civil Procedure Rules Part 24, summary judgment is appropriate where a claim has no real prospect of success and there is no other compelling reason for trial. The court may address issues of fact and law, but must not conduct a mini-trial.

An undertaking which would limit powers conferred by an unincorporated association’s constitution operates, in substance, as a constitutional amendment. It cannot bind the association informally where the constitution requires a formal amendment procedure. Contractual commitments outside the constitution may exist in some matters, but not where they would logically alter the constitutional allocation of power.

Aberavon and Port Talbot Rugby Football Club appealed from summary judgment granted by His Honour Judge Chambers QC in the Cardiff Mercantile Court. The claim was struck out, subject to an application to amend. Permission to appeal was later granted by Potter LJ.

The claimants alleged that, at a special general meeting on 6 April 1997, the Welsh Rugby Union’s Director of Rugby assured member clubs that 12 months’ notice would be given of any future change to the league structure. After the league structure was changed in 2000, the claimants claimed contractual entitlement to promotion or damages for breach of the assurance. The central issue was whether the assurance could create a binding obligation or amounted to an informal amendment of the Union’s Constitution and By-laws.

An amended claim based on an implied term that the Union would not act capriciously or arbitrarily was accepted as viable and remained for trial.

1. Appeal dismissed. The appeal was dismissed with costs. The costs of the Respondent’s Notice were not excluded. The amended claim remained available, and the respondent’s substantive defences remained open.
2. Lord Justice May, whose judgment was agreed by Lord Justice Laws, stated that an application under Civil Procedure Rules Part 24 normally requires the applicant to show that the claim has no real prospect of success and that there is no other compelling reason for trial. The court may consider questions of fact and law, but the procedure does not permit a mini-trial, following Swain v Hillman [2001] 1 All ER 91.
3. The alleged assurance would have limited the committee’s powers under clause 12 of the WRU’s Constitution and By-laws. It therefore operated, in substance, as a change to the constitutional framework. By-law 34 required constitutional amendments to be approved by the requisite two-thirds majority at an Annual General Meeting or, in the specified circumstances, at a Special General Meeting. An informal assurance, without the necessary formal decision, could not create a binding commitment which cut down the committee’s constitutional powers.
4. The court accepted for the purpose of argument that contractual commitments outside the formal Constitution and By-laws might exist in some respects. That possibility did not extend to a commitment which could operate only by changing the Constitution and By-laws. The judge was therefore entitled to decide the original assurance-based claim summarily.
5. The alternative grounds in the Respondent’s Notice, concerning incorporation, subsequent conduct and a resolution of 24 May 1998, had not been decided below and required evidential investigation. The Court of Appeal declined to determine them because that was unnecessary to dispose of the appeal.

• Court of Appeal (Civil Division) dismissed the appeal against the summary judgment and awarded costs.
• Cardiff Mercantile Court: His Honour Judge Chambers QC granted summary judgment under Part 24, striking out the claim subject to amendment. The judgment was given on 28 August 2002 and the consequent order was dated 19 November 2002.