The New Saints FC Ltd v The Football Association of Wales Ltd & Anor

A sports governing body exercising contractual regulatory powers must act within the hierarchy of applicable rules and observe procedural fairness. Specific league rules govern only matters within their scope. A rule dealing with a club ceasing to operate did not apply where football was suspended but the clubs remained operational.

UEFA COVID-19 guidelines informed the governing body’s discretion but did not impose hard-edged limits on its powers. Judicial review does not permit the court to choose between reasonable sporting solutions. A decision is unlawful only if it falls outside the range of reasonable decisions, or if a clearly and distinctly better alternative makes the chosen course indefensible. A one-off decision need not be revisited unless a later change makes reconsideration essential.

The claimant football club challenged decisions of the Football Association of Wales concerning the curtailed 2019/2020 Cymru Premier League season. The decisions terminated the season without further matches and used an unweighted points-per-game system to determine rankings and UEFA nominations.

The challenge relied on contractual rules, ultra vires, procedural unfairness, irrationality, lack of transparency, legitimate expectation and failure to revisit the decisions after changed circumstances. The proceedings also involved an agreed ad hoc arbitration arrangement under section 93 of the Arbitration Act 1996, but the judgment did not determine the scope of any arbitration clause.

1. Claim dismissed. The decisions to terminate the season without further matches and to use the points-per-game system were lawful.
2. The contractual framework comprised rules operating in a hierarchy. The Cymru Premier League Rules were subject to the higher-ranking FA Wales Rules and the Articles of Association. The specific league rules contained no provision governing the general suspension of football or the COVID-19 circumstances.
3. Rule 17.9 applied where an individual club ceased to operate, ordinarily through liquidation or a comparable inability to field a team. It did not apply where clubs remained operational but matches were suspended by public-health measures and FA Wales. Applying it to all clubs would have required their expulsion and the reconstitution of the league, which was inconsistent with the structure and purpose of the rule.
4. FA Wales had power to make the decisions. Its objectives under the FA Wales Rules imposed enforceable contractual limits, in a manner analogous to judicial review. The UEFA COVID Guidelines were guidelines intended to inform decision-making, not hard-edged limits on FA Wales’ vires. They expressly contemplated premature termination where legitimate public-health, economic or financial reasons existed, with sporting merit pursued so far as possible.
5. The National League Board acted within its delegated powers. The Board of Directors was entitled to consider and affirm its decisions after reviewing the relevant material. That was not impermissible rubber-stamping.
6. Procedural fairness was context-dependent. This was a policy decision made under exceptional time pressure, rather than an adversarial determination of disputed facts. Consultation with the affected clubs, circulation of the relevant options and consideration of their views satisfied the applicable standard.
7. The court must not substitute its view on the merits. The decisions were within the range of reasonable choices. The alternatives proposed by the claimant were not so clearly and distinctly better that choosing the adopted solutions was indefensible. Consistency across leagues was a relevant consideration, although not decisive.
8. The decisions were one-off measures intended finally to conclude the season. A later change of circumstances required reconsideration only if it made continued implementation unreasonable or incapable of justification. No such change was established.