Wallace I Rolle and another v Town Court Management Co (Bahamas)

A condominium body corporate may delegate its statutory powers and duties where the governing regime permits powers conferred by the declaration and the declaration expressly grants a power of delegation. A consistency requirement does not invalidate that power unless a specific statutory or byelaw provision qualifies the enabling provisions. An express power for a court-appointed administrator to delegate does not imply that the body corporate lacks a similar power. Internal byelaws concerning board appointments do not limit the body corporate’s separate power to appoint an external managing agent. Contributions become due under the Law of Property and Conveyancing (Condominium) Act after written notice. An omission concerning interest may remain undisturbed where it was not raised when the order was being settled and reciprocal interest would be unjust.

The appellants owned a condominium unit which they let to tenants. They refused to pay contributions towards common expenses, contending that the respondent body corporate lacked power to appoint a managing agent and that demands issued by the agent were invalid. They also claimed damages for repair costs and lost rental income.

At trial, Winder J awarded damages of $5,946 and $20,000, rejected the challenge to the managing agent’s appointment, and directed a further accounting. The Court of Appeal of the Commonwealth of The Bahamas unanimously dismissed the appeal. Before the Privy Council, the principal issue was whether the Law of Property and Conveyancing (Condominium) Act, the byelaws and the Declaration authorised delegation. A subsidiary issue concerned pre-judgment interest.

1. Appeal dismissed. The Board advised His Majesty to dismiss the appeal. The issue was one of construction of the Act, the byelaws and the Declaration governing the condominium.
2. Power to delegate. Read together, section 14(2)(g) of the Law of Property and Conveyancing (Condominium) Act and clause 17 of the Declaration gave the respondent power to delegate all or any of its powers and duties to a company, firm or person of its choice. The language was clear and unambiguous. The respondent was therefore entitled to appoint a managing agent.
3. Alleged inconsistency. Section 4(1)(k), requiring matters in the Declaration to be consistent with the Act, did not invalidate clause 17. The appellants identified no statutory or byelaw provision qualifying section 14(2)(g) or preventing delegation. Section 13(1) reinforced, rather than contradicted, the conclusion because the body corporate’s statutory powers included powers conferred by the Declaration. The general principle referred to in Mckee v Charity Commission for Northern Ireland [2020] NICA 13 was not disputed; here, the governing instruments expressly supplied the required power.
4. Administrator and board provisions. Section 27(3), which expressly permitted a court-appointed administrator to delegate, did not imply that the body corporate could not delegate. It merely made delegation automatic for an administrator, whereas delegation by the body corporate depended on the Declaration. Byelaw 1(6) concerned the Board’s internal power to appoint unit owners to offices and functions. It did not limit the body corporate’s separate power of external delegation.
5. Contributions and interest. Contributions were payable under section 18 after written notice. The appellants’ refusal to pay the managing agent’s fees and other valid contributions was unlawful. Their interest complaint failed. They had ignored the trial judge’s invitation to agree the order, and any interest on their damages would, in justice, have required equivalent interest on the substantially larger debt owed to the respondent. The Board therefore left the position undisturbed.
6. Costs. The appellants were directed to pay the respondent’s costs of the appeal and proceedings below on the indemnity basis, unless they showed good reason to the contrary in written submissions filed within 21 days of promulgation.

• Privy Council [2025] UKPC 16: dismissed the appeal and proposed indemnity costs for the respondent, subject to written submissions.
• Court of Appeal of the Commonwealth of The Bahamas: unanimously dismissed the appellants’ appeal from the trial judgment.
• Trial judgment (Winder J, 8 April 2022): awarded the appellants damages for repair costs and lost rental income, rejected the challenge to the managing agent’s appointment, and directed an accounting of charges.