Syed Aminul Haque (representative/member of Muttahida Quami Movement Pakistan unincorporated association) v Altaf Hussain & Ors

An unincorporated association has no separate legal personality. Its assets are held for its members from time to time, subject to their contractual rights under the association’s rules.

Whether a later organisation is the lawful continuation of an earlier association depends on constitutional validity, not merely on the parties’ intention or claimed identity. Unconstitutional expulsions, admissions or rule changes do not alter existing property rights.

A trustee sued personally may deny that the claimant is a beneficiary and defend the claim independently. Constitutional voting provisions must be construed with proper notice requirements. A two-thirds majority may refer to members present at a properly scheduled meeting, but all members must receive proper notice.

Muttahida Quami Movement acquired English properties which were held on trust for its members. The claimant, representing members of Muttahida Quami Movement Pakistan, claimed that MQMP was the same unincorporated association as MQM and was therefore entitled to the trust property.

At Stage 1 of the proceedings, the High Court found that MQMP was MQM and declared that the properties were beneficially owned by MQMP’s membership: [2023] EWHC 502 (Ch). The active defendants appealed, arguing that the identity question could not be separated from the validity of constitutional changes made in August and September 2016, and challenging the interpretation of the founder’s announcement and the applicable two-thirds majority.

The central issues were whether MQMP was a constitutionally valid continuation of MQM, whether the defendants could raise those constitutional questions as trustees, and how the relevant constitutional provisions should be construed.

1. Disposition. The appeal was allowed on Ground 1, comprising both limbs, and on Ground 2. Ground 3 was dismissed. The constitutional issues were remitted to the High Court for further findings.
2. Nature of the association and its property. An unincorporated association has no separate legal personality and is constituted by contractual arrangements between its members. Property held for such an association is held for the members from time to time, subject to those contractual arrangements. Membership interests fluctuate, and changes to membership or rules are effective only when made constitutionally. Purported expulsions, admissions or rule changes made by an improperly constituted or acting committee cannot alter existing property rights. The Court relied on Conservative & Unionist Central Office v Burrell [1982] 1 WLR 522, Hanchett-Stamford v Attorney-General [2008] EWHC 330 (Ch), Neville Estates v Madden [1962] Ch 832 and Recher’s Will Trusts [1972] Ch 526.
3. Identity and trustee standing. Whether MQMP was MQM depended on whether it was a constitutionally valid development of MQM. The Judge’s findings about intention and conduct did not answer that legal question. The defendants were entitled, when sued personally for breach of trust, to deny that MQMP was their beneficiary and to raise the constitutional issues. The unanimity rule for co-trustees concerns the exercise of their joint trustee powers and did not prevent individual defendants from defending themselves. The English court was entitled, and if necessary obliged, to decide the foreign constitutional questions because they were necessary to determine title to English trust property.
4. Founder’s announcement. The announcement handing authority to the Central Coordination Committee was properly read as withdrawing the founder from the consultation role under Article 9(b) of the April 2016 Constitution. However, if the withdrawal was temporary, its scope and effect could not be determined without findings about the surrounding discussions. That issue was remitted.
5. Two-thirds majority and notice. Under Articles 9(a) and 10 of the April 2016 Constitution, the required two-thirds majority meant two-thirds of the members voting at a properly scheduled meeting, not two-thirds of the entire Committee. Proper notice had to be given to all Committee members. The minimum notice was three days for an ordinary meeting and six hours for an emergent meeting. Members who were properly notified but did not attend could not prevent a valid resolution.

• Court of Appeal (Civil Division) — Allowed the appeal on Grounds 1 and 2, dismissed Ground 3, set aside the inconsistent conclusions below and remitted the constitutional issues.
• High Court of Justice, Chancery Division — In [2023] EWHC 502 (Ch), found that MQMP was MQM and declared that the relevant properties were beneficially owned by the membership of MQMP.