? A Breach of Trust
The Status of Lord’s Cricket Ground
Following the grant of the Royal Charter on 1 July 2013, the MCC became a property owning Corporation. The Jewel in the Crown of MCC property is the title of Lord’s Cricket Ground that remains as unregistered land originally vested in the ownership of the 5 MCC Trustees on 22 August 1866.
The MCC Committee has ordered various changes in the Club Rules since WWII affecting the original duties and responsibilities of the Club Trustees. These changes may be considered to be in breach of the Lord’s Ground Trust.
The Evidence of History
On 23 May 1864 the Committee appointed 5 Trustees to administer the Lease of Lord’s Cricket Ground purchased from Thomas Lord to remove the immediate threat of house building.
On 3 May 1865 the Trustees were appointed for life at SGM as ex-officio Committee members. It was expressly stated “the whole property of the Club being vested in five Trustees whose names are sufficient guarantee for the future welfare and prosperity of the Club”.
During the ensuing few months’ extensive negotiations took place between the Committee and Messrs William Ward (Annuity beneficiary), JH Dark (Leaseholder) and Mr Isaac Moses the Freeholder of Lord’s later known as Marsden. These discussions culminated in a binding agreement to purchase Lord’s Cricket Ground via a mortgage facility kindly financed by Mr William Nicholson, an MCC Trustee.
On 26 March 1866 The Committee Minutes record on P 491 “The 5 Trustees to execute a Deed of Trust as to the Ground being held in Trust for the MCC”. On 22 August 1866 Lord’s Cricket Ground was vested in the ownership of the 5 MCC Trustees.
The Cub Rules of 1867 record very clearly the duties and responsibilities of these Trustees who were appointed for life as ex- officio Committee members and Officers of the Club.
The Lord’s Ground Trust
It is very clear from Keeton and Sheridan’s “Law of Trusts” 1983 (Chapter VII) that the Committee Order resulted in the creation of an Express Trust (as opposed to a Simple Trust) on 26 March 1866 that was completely constituted on 22 August 1866 with the land ownership. The nature of the Trust was executorial in relation to the Trustee duties that related to the use of Lord’s being enjoyed “by Members and their successors forever” for the principal activity of playing Cricket. All matters relating to the use and maintenance of Lord’s Cricket Ground remained unchanged until in 1937 the Club decided to appoint a Custodian Trustee Glyn Mills.
Custodian and Managing Trustees
In Commercial practice, trust property is and was frequently vested in custodian trustees leaving the running of the trust in the hands of managing trustees (Ref K&S Chapter VI). “On the appointment of a custodian trustee all powers of management are reserved to the managing trustees”.
The powers and duties of custodian trustees are defined in S 4(2) of the Public Trustee Act 1906. The custodian trustee has the sole responsibility for the safe custody of all securities and documents of title with the managing trustees being given free access. The Farrer and Co Report to the MCC Committee dated April 2003 confirms the MCC Trustees have Statutory duties under the Public Trustee Act 1906 Section 4)(2).
What has gone wrong?
The Trustee Deeds dated 30/31 August 1937 Registered (Stamp Duty paid) and suitably referenced make it crystal clear a Lord’s Ground Trust remained in existence after 70 years. However, soon after WWII we see changes being made by the Committee. In 1951, probably in recognition of the Public Trustee Act 1925, the number of Trustees was reduced to four. Interestingly at law only the first four MCC Trustees in order of their appointment were the ones entitled to vote and so a fifthTrustee was in effect redundant
Important dates and changes to the Club Rules
1964 Trustee number reduced to three and their period in office changed from a lifetime appointment to 3 years only
1976 Rule 51 introduced “Dissolution of the Club” giving Members proprietary rights in the sale of Lord’s Cricket Ground for the first time, Was this change valid at Law?
1988 Trustees not allowed to vote at Committee meetings but they are given the powers of veto in any property sale
1990 Trustee Committee vote restored
2004 AGM The Rules of the Club were re-written and the Trustees (3) were no longer Club Officers or Committee members and were “referred to” from time to time by the Committee. The Custodian Trustee was given Powers and Duties under Rule 17.2 “to enter into, execute and deliver all such instruments, deeds or assurances whatsoever as the MCC Committee may from time to time stipulate”. Here again the changes to Trustee powers and responsibilities are questionable at Law.
MCC Trustee Powers and Responsibilities
Trustee Law demands the MCC Trustees enjoy complete independence, freedom from conflicts of interest, act honestly and in good faith. The PTA 1925 rules out trustees who are likely to benefit financially from their actions in any executorial trust. Under Club Rule 26 all three Trustees are potential beneficiaries from the dissolution of the Club and therefore barred from office.
All MCC Trustees today are ex-Committee members who can benefit from Rule 26 if indeed the Rule is not declared ultra vires being conflicted by Statutory Trust Law in the case of Lord’s Cricket Ground..
The Events of 1987
The full force of something being badly wrong in the State of Denmark was the headline news on the back page of the Sunday Telegraph dated 3 May 1987 “Cuckoo in the Nest at Lord’s”. This Cuckoo was in the shape of the TCCB having delivered a coup de grace at Lord’s and obtained rights and privileges over the use of Lord’s Cricket Ground on Big Match days without either the knowledge or consent of the MCC Members.
It was the duty of the Club Trustees, Messrs Mann, Popplewell and Insole to ensure an event such as this could never happen – but it did and constituted a flagrant breach of Trust. Counsel’s Opinion provided by Sir Arthur Morritt blamed the conflicts of interest (the Two Hat Syndrome) and he decreed that any commercial negotiations should in the future be carried out “at arms length”.
The Bicentenary AGM took place on 6 May 1987 and for the first time in the Club’s history the Report and Accounts were rejected by an overwhelming majority of angry Members.The Meeting was adjourned.
The MCC Committee called an SGM for 30 July 1987 and circulated a Special Memorandum to all Members dated 8 July 1987 that was made the subject of a Postal Ballot governed by new Regulations dated 8 July 1987! A reconvened AGM to complete the ordinary business agenda never took place. The events of 1987 probably were the first example of a serious breach of trust at Lord’s.
The 1999 AGM
History was to repeat itself twelve years later when another AGM adjournment took place and EW Swanton remarked “He had never experienced such discourtesy towards a President (Tony Lewis).
On this occasion Member anger was directed at the MCC Committee for allowing the ECB to charge Members to enter Lord’s to watch the World Cup Matches being played on their Cricket Ground.The tipping point arrived when Dr Nigel Knott objected to the Committee appointment of Michael Melluish as a Trustee at Item 4 of the business agenda. Here again no reconvened AGM was ever executed but a Committee SGM was called and a Committee Memorandum circulated with a Postal Ballot being imposed to complete the proceedings. Here again the 3 Trustees remained silent and a Counsel’s Opinion ruled the use of a Postal Ballot to complete the AGM business at SGM was unlawful. The Trustees remained silent yet again allowing a second breach of Trust to occur under the noses of Messrs Silk, Cowdrey and Melluish.
The Royal Charter Implications
Article 14 uses the words “any property whatsoever” to be the subject of Member proprietary rights on dissolution of the Club. By definition this includes Lord’s Cricket Ground which is the subject of Statutory Trust Law and therefore has to be exclded from any dissolution arrangements.
This unregistered land at NW8 8QN is the subject of Statutory Trust Law and in any event cannot ever be registered at the Land Registry Office unconditionally. What is not in dispute is Lord’s Cricket Ground was bought to protect the land from future housing development and the MCC Committee expressed a special wish that the land be held in Trust for the MCC to be used in the future for the sole purpose of playing our national game of Cricket.
MCC Rule 18 ‘Custodian Trustee’ is no longer valid 7 years after the Grant of a Royal Charter.
Nigel J Knott
27 June 2020
Elected Playing Member 1966
Appointed by MCC Committee to 6 Working Parties