PT-2024-000315 - [2025] EWHC 3011 (Ch)

Clause 2.1 appoints the Trustees as Graham’s executors and trustees.

Clause 5.1.1 defines the ‘Trust Period’ of the Trust as 125 years. Combined with the inclusion of Guy, Nathan and Leah’s respective issue in the class of Discretionary Beneficiaries of the Trust, and in light of Graham’s detailed wishes, it is clear that the Trust is intended to operate as a dynastic trust for the benefit of several generations of Graham’s family.

The class of Discretionary Beneficiaries is defined at clause 5.1.2. Clauses 5.2 and 5.3 of the will confer on the Trustees broad discretionary powers in respect of the disposition of both the capital and income of the Trust Fund.

Clause 7 incorporates by reference a Schedule conferring a broad range of administrative powers on the Trustees.

Paragraph 19.3.1 of the Schedule empowers the Trustees to vote shares they hold in a company to “bring about join in or accept the appointment of one or more of themselves as directors or other officers or as employees of the company”, and permits any trustee so appointed to keep any reasonable remuneration or other benefit received from the office or employment.

Paragraph 19.3.5 of the Schedule is a so-called ‘anti-Bartlett clause’ permitting the Trustees to “leave the management and conduct of the affairs of the company in the hands of its directors and refrain from supervising or enquiring into it unless they have actual notice of an act of dishonesty by a director.”

Paragraph 19.4 of the Schedule authorises the Trustees to exercise their powers under paragraph 19 “even though my Trustees may be personally interested either as beneficiaries under this Will or any Codicil to it or (independently of the Will and any Codicil) as directors or other officers or employees of the company or owners of any of its securities or in any other way.”

Paragraphs 24 and 25 of the Schedule permit the Trustees to engage in a transaction even if one or more of their number are acting in a “dual capacity” (i.e. acting both as a trustee and either in their personal capacity or in some other capacity, such as a director of a company or as the trustee of some other trust), so long as there is at least one trustee who does not act in a dual capacity who is satisfied that the transaction is fair to the Trustees.