PT 2023 000474 - [2025] EWHC 2397 (Ch)

A member of the fund is defined under rule 2 of the rules as,

“A Member of the Glass and Glazing Federation who routinely take Deposits on domestic Contracts and contributes to the Fund or, if the Glass and Glazing Federation shall be dissolved or if there shall be a payment of surplus assets of the Fund pursuant to these Rules, the persons who were Members of the Glass and Glazing Federation and whose Membership in respect of the Fund had not ceased or been terminated pursuant to these Rules at the time of such dissolution or payment (as the case may be), and Membership shall be construed accordingly.”

It follows from this that a member of the fund also had to be a member of the federation. However the converse is not necessarily true. Some members of the federation did not routinely take deposits on domestic contracts and so would not also be members of the fund.

Rule 3 set out the general provision that,

“The Fund has been established, and will be administered by GGF Fund Limited as a mutual fund for the purpose of protecting Customers’ Deposits against the Defaults of Members. The accounting period of the Fund shall be coterminous with that of the Glass and Glazing Federation.”

Rule 5(a),

“If GGF Fund Limited is satisfied that a Deposit and/or Stage Payment was paid to a Member and that such Member will be unable to carry out the work of the subject of the relevant Contract by reason of the relevant Member’s Default, then GGF Fund Limited will consider, at its absolute discretion whether Assistance will be provided to the relevant Customer from the Fund and, if Assistance is to be provided, what form it will take.

Rule 6 sets out how the fund is financed,

“The Fund is financed by Members’ subscriptions (as further provided in Rules 9 and 10 of these Rules). Any surpluses accruing to the Fund belong to the Members as provided in Rules 12 and 18 of these Rules.”

Members of the fund are required to pay monies into the fund on a quarterly basis (30 April, 31 July, 31 October and 31 January), rule 9. This was one month after the close of the relevant quarter and calculated by reference to deposits received in that quarter: the relevant information being supplied by the member.

Rule 12 sets out the position with surpluses,

“ GGF Fund Limited may return to Members the whole or any part of any surplus not considered by GGF Fund Limited to be required for the purposes of the Fund, by relief of subscriptions, cash refund or by whatever other method GGF Fund Limited may deem appropriate.

Any amount so returned to Members shall be allocated in proportion to their aggregate subscriptions paid during their respective periods of Membership.”

Rule 13 deals with termination of membership.

“GGF Fund Limited may terminate Membership at any time upon breach of or failure by a Member to observe any requirement upon the Member under these Rules (including but not limited to failure by a Member to pay subscriptions by the date of their falling due). Such termination shall be without prejudice to the Member’s liability to perform all their obligations in respect of events occurring before such termination. In such a case, the Member shall have no right to participate in any return or distribution of assets of the Fund.

Upon a Member ceasing to be a Member of the Glass and Glazing Federation, their Membership of the Fund will automatically cease.”

Termination of the fund is set out in rule 18.

“GGF Fund Limited may terminate the Fund at any time. If the Fund shall be terminated in connection with any establishment of a new fund providing similar benefits, GGF Fund Limited may direct the vesting of all or any part of the assets of the Fund in the persons authorised to administer such successor fund.

Upon termination, otherwise than by investing the assets in a successor fund, the surplus assets attributable to Members shall be ascertained after all Claims made by Customers for Assistance from the Fund prior to commencement of the winding-up have been determined and fully provided for and after full provision has been made for all outgoings of the Fund (including costs and expenses incurred by GGF Fund Limited) which may be incurred in connection with the winding-up and otherwise under these Rules (including the provisions of Rules 6 and 17 hereof).

The distribution of such surplus shall be made to Members [whose subscriptions are fully paid up to the date of the termination], in proportion to their aggregate subscriptions paid during their respective periods of Membership.”

Mr Agnew explains that members of the fund would submit a quarterly return of deposits taken from consumers. The value of the deposits would be declared and the subscription payment to be paid to the fund would be calculated as a flat percentage rate of the deposits taken.

The federation maintained a membership list, which for obvious reasons, was available to consumers via its website. As I have already indicated rule 14.4 of the federation rules set out when the membership of a member may be terminated.

The fund maintained a list of fund members, but these were not published as a matter of routine. Mr Agnew says that the last published list was in 2020, and although it had been planned that certificates of membership would be issued in early 2020, this was not done.