The Keepers and Governors of the Free Grammar School of John Lyon v His Majesty's Attorney-General

A charity’s objects contained in a Royal Charter remain legally binding when the charity’s corporate custodian is replaced. The replacement corporation remains regulated by the Charter and must apply the transferred assets to the Charter’s charitable objects.

Charities Act 2011, sections 68 and 280C, provide mechanisms for changing those objects, subject to the required Order in Council. Section 75ZA extends scheme-making jurisdiction to non-trust charities, but does not abolish the higher authority principle. A general scheme cannot conflict with a Royal Charter unless authorised by legislation or the Charter itself.

The claimant, an incorporated charity operating Harrow School and The John Lyon School, sought clarification following the court’s first judgment, [2024] EWHC 2857 (Ch). The first judgment held that there was no cy-près occasion and that the governors lacked power under the Public Schools Act 1868 to amend objects contained in the Royal Charter.

The further hearing concerned whether the court could make a cy-près scheme under sections 68 or 75ZA of the Charities Act 2011, whether the claimant could use section 280C, and whether sections 7 or 11 of the Public Schools Act could amend objects relating to The John Lyon School.

1. Royal Charter objects remained binding. The Royal Charter created a charity and imposed a legally binding obligation that its assets be applied only to the Charter’s charitable objects. The 1874 Scheme transferred the Original Corporation’s entire undertaking, assets, duties and liabilities to the claimant. It changed the custodian but did not replace the charitable objects or render the Charter obsolete.
2. The claimant therefore remained regulated by the Royal Charter for the purposes of sections 68 and 280C of the Charities Act 2011. If the Charter is amended, the claimant must observe the amended Charter. Section 68 permits a court scheme which requires alteration of the Charter, conditional upon an Order in Council. Section 280C permits the charity trustees to resolve to amend the Charter where the statutory conditions are met, subject to approval by Order in Council.
3. Section 75ZA extends scheme-making powers applicable to charitable trusts to other charitable institutions, including Royal Charter corporations. It does not permit a scheme which conflicts with the Charter. The higher authority principle remains applicable: the court’s jurisdiction is not excluded, but it must be exercised in aid of, or consistently with, the Charter. Otherwise sections 68 and 73, and section 68(5)–(6), would be substantially redundant or otiose. The legislative purpose of section 75ZA was to resolve doubt about cy-près jurisdiction over corporate charities, not to remove the higher authority principle.
4. It was unnecessary to determine whether the objects of The John Lyon School were contained in the 1874 Statutes rather than the Royal Charter, or whether sections 7 and 11 of the Public Schools Act could amend them. A scheme under sections 68 or 280C could secure a change affecting that school. The question in paragraph 2(d) was not considered.