Dr Mohammad Emranul Haque v Musleh Faradhi & Ors

The constitution of an unincorporated association has contractual effect and is construed using ordinary contractual principles. Terms are implied only where necessary for business efficacy or so obvious as to go without saying.

Electoral campaigning in breach of a constitution does not automatically invalidate an election or all subsequent decisions unless the constitution clearly provides for that consequence. Disciplinary remedies may instead be appropriate.

Where termination powers are contractual, natural justice ordinarily requires notice of the gist of the allegations, a fair opportunity to respond, an unbiased decision-maker and a brief explanation. The required procedure depends on the organisation’s context, but a substantive failure of impartiality is not merely technical.

The claim arose from the suspension and termination of the claimants’ memberships of the Muslim Community Association, an unincorporated faith-based community organisation. The first claimant was suspended and later terminated after a conversation during a Shoora meeting was regarded as seriously misconducting and offensive. The second claimant was suspended after critical emails concerning the organisation and its investigation into alleged electoral malpractice.

The claimants alleged breaches of the Association’s constitution, including unlawful electoral campaigning, invalidity of the Shoora’s election, improper purpose, irrationality and breaches of natural justice. They sought reinstatement, declarations and damages. The central issues concerned the construction and consequences of the electoral provisions and the procedural fairness required before membership termination.

1. Clause 16. The Constitution had contractual effect between members. Its electoral provisions prohibited campaigning, but did not expressly or impliedly provide that a breach would invalidate the election or every decision in which the relevant member participated. The proposed implied terms were neither necessary nor obvious and would produce extreme and ungovernable consequences. No breach was proved against the defendants, and the claimed invalidity was not established.
2. Natural justice. The termination powers in clause 18 were subject to implied requirements that they be exercised in good faith, for a proper purpose, without arbitrariness, capriciousness or irrationality, and consistently with natural justice. This included notice of the gist of the allegations, a fair opportunity to respond, an unbiased decision-maker and a brief explanation for termination: [2023] EWHC 1135 (KB) at [134]-[135].
3. The first claimant’s initial suspension was lawful. Clause 18.2 permitted suspension without a prior hearing where the Central President had reasonable grounds for a credible belief that misconduct had occurred. The later termination, however, was decided by a body including members who had been named in the impugned conversation and were directly affected by it. They should have recused themselves. That was a substantive denial of an unbiased decision-maker, not a defect excused by the informality of the Association.
4. The appropriate remedy was nominal damages of £100. Injunctive relief and declarations were discretionary and unsuitable, particularly because the unincorporated Association had ceased to exist in that form. Damages for distress or loss of enjoyment were not recoverable on the pleaded contractual case.
5. The second claimant’s suspension was lawful. The Central President had reasonable grounds to regard his email as misconduct, and fairness did not require an independent body or prior hearing for a temporary suspension in the circumstances.
6. All other claims, including the claim concerning MCA Limited and the application under section 423 of the Insolvency Act 1986, were dismissed or not pursued.