Tony Miller & Anor v The Charity Commission for England and Wales & Anor

Background

1. The Victoria Hall Trust has existed for over a century. It currently owns the Prince’s Hall and the Victoria Hall, two premises which are within the current Town Hall complex of Ealing. It owns nothing else. Those halls were, under the trust, to be used for the benefit of the local community. At some point (it does not matter when), the practical situation became that to access the Prince’s Hall and/or Victoria Hall a person must pass across land owned/controlled by LB Ealing.

2. In the 1960s, LB Ealing paid rent for use of the Charity’s property. In the 1970s, it seems that any need to pay rent and any existence of the Charity was forgotten. Whilst the Appellants put this as forgotten by the Trustee (LB Ealing); it seems that no-one at that time raised any issue with the LB Ealing or sought to take over the running of the Charity (with all the personal financial risks that would have existed). It is probable, therefore, that the Charity was forgotten by everyone.

3. In the 2010s, LB Ealing wanted to dispose of the Town Hall complex, which (as explained above) includes the property owned by the Charity. Tenders were invited in 2014, in 2016 the Cabinet of LB Ealing resolved to approve one of those tenders. After the resolution to approve a tender, LB Ealing was told by local campaigners that the Charity held the Victoria Hall.

4. LB Ealing, on 5 November 2019, entered into agreement with a company called Mastcraft Limited that Mastcraft Limited would, at a future date, be granted a lease of the Town Hall complex, including the parts owned by the Charity.

5. In 2018, LB Ealing referred the situation to the Charity Commission which decided that a cy-prês occasion had taken place, resulting in the Charity Commission issuing the 2021 Scheme to enable the Trust to continue in a meaningful way, that is a way that was close to the original purpose of the Trust.

6. The current Appellants appealed to the FTT against the 2021 Scheme. The FTT agreed that a cy-prês occasion had taken place but did not endorse the 2021 Scheme. Instead, they remitted the matter to the Charity Commission for a new Scheme to be made. The FTT made observations about what should be changed between the 2021 Scheme and the new Scheme. The FTT’s decision was promulgated on 21 September 2023.

7. On 15 October 2023 the whole complex was shut down due to health and safety concerns. At the present time (some 2 years after then) the 2 halls which the Victoria Hall Trust was set up for are unable to be used by anyone.

8. The Charity Commission drafted a new Scheme (the 2024 Scheme) and circulates that for comment, first to the parties who had been involved in the FTT proceedings and then published it for formal consultation.

9. On 22 March 2024 the Upper Tribunal refused permission to appeal the FTT Decision, written reasons were issued on 22 May 2024.

10. On 23 September 2024, the Charity Commission made the 2024 Scheme by Order under section 69 of the Act.

11. This appeal was lodged on 30 October 2024. The Charity Commission and LB Ealing responded to the Appeal and applied for strike out under rule 8.

12. The Appellants made representations about the strike out and lodged Amended Grounds of Appeal. The Charity Commission issued an interpretation of the 2024 Scheme on 14 March 2025 by was of responding to the Amended Grounds of Appeal.

13. LB Ealing has started to work under the 2024 Scheme. However, the 2024 Scheme has no legal status at present because it is not clear (through this appeal process being open) that the 2024 Scheme as written will be the one which governs what happens with the assets of the Charity. History of these proceedings, documents and bundles

14. After issue of the proceedings, and joinder of LB Ealing, both Respondents applied for the appeal to be struck out. As part of their representations about the strike out application, the Appellants provided Amended Grounds of Appeal which, they said, replaced the original grounds of appeal. There have been other procedural issues, which do not need to be recorded here. Suffice to say that all parties have had ample opportunity to present their case to this Tribunal Panel which makes the decision.

15. The Tribunal was provided with over 3000 pages of documents, which included of the following: a. A bundle comprising of 2477 pages, described as a “Consolidated bundle”. This includes multiple copies of various documents with no reason explained as to why the Tribunal Judge and Non-Legal Members need to read those documents on numerous occasions. b. A bundle of 607 pages, described as a “Supplementary bundle” which includes witness statements, application about witness statements (the Appellant objecting to LB Ealing relying on evidence in rebuttal of their evidence), and correspondence about the application. c. Skeleton arguments and supporting documents (including Authorities) which amount to a total of 654 pages (not least because the Appellants provided 2 skeleton arguments and a further document comparing their own skeleton arguments). d. A Supplemental Bundle of Authorities from LB Ealing, comprising 187 pages. e. Various other correspondence, page numbers not counted.

16. The Panel had regard to the documents provided and focussed its preparation on the documents which appear to be final documents and those which will assist the determination of the issues the Tribunal considers it needs to determine. The hearing

17. The appeal was listed for a hearing, conducted by CVP (Cloud Video Platform). We are satisfied that this was a fair and just way to hear the proceedings, there being no major technical issues.

18. By the time of the hearing, parties had agreed that the witness evidence would be included as hearsay evidence and no cross-examination would be required of either of these individuals.

19. The Charity Commission sought a ruling on a preliminary issue that it identified in its Skeleton Argument, namely who are the true appellants. In brief, there appeared to be conflicting information about whether the individual people Mr Miller and Mr French were the Appellants or whether a group known as “Friends of Victoria Hall” is the appellant. As the individuals have been named and this issue was not raised earlier – for example by either Mr Miller or Mr French asking to be removed as an appellant – the Judge, as a matter of Case Management, confirmed that the Tribunal treats Mr Miller and Mr French as the Appellants.

20. As the Tribunal had received so much documentation, and as the issue for the appeal appeared to the Tribunal to, in fact, be narrow, the Panel permitted each of the parties to make submissions for up to 45 minutes, with the Appellants being given 10 minutes to respond to submissions and, thereby, have the last word. We are grateful to the Representatives for the way in which they presented their client’s positions. The Law

21. The decision under appeal was made under section 69 of the Act. Section 319 of the Act gives the Tribunal the duty to make a fresh decision and the power to take into account evidence which was not available to the Charity Commission.

22. Schedule 6 of the Act sets out who can appeal and sets out the Tribunal’s powers if the Tribunal allows the appeal. If the appeal is allowed, the Tribunal has the power to (a) quash the order in whole or in part and if appropriate remit the matter to the Chairty Commission, (b) substitute for all or part of the order any other order which could have been made by the Charity Commission, (c) add to the order anything which could have been contained in an order made by the Commission.

23. Case law gives additional assistance to the Tribunal as it sets out that, when making its Decision, the Tribunal stands in the shoes of the Charity Commission and takes a fresh decision on the evidence available to it, giving appropriate weight to the Charity Commission’s decision as the person tasked by Parliament with making such decisions See R (Hope and Glory Public House Limited) v City of Westminster Magistrates’ Court [2011] EWCA Civ 31 , see https://www.bailii.org/ew/cases/EWCA/Civ/2011/31.html ; approved by the Supreme Court I Hesham Ali (Iraq) v Secretary of State for the Home Department [2016] UKSC 60 at paragraph 45, see https://www.supremecourt.uk/cases/docs/uksc-2015-0126-judgment.pdf . The burden of proof in satisfying the Tribunal that the Charity Commission’s decision was wrong rests with the Appellant. Appellants’ case

24. The Appellants accept that the only realistic option for the Charity’s land is that there is a deal made with the Developer to enable the Charity to hold premises which individuals can use. The Appellants seek for the Charity to have the ability to negotiate with the Developer about the terms of that deal rather than be bound by terms previously agreed between the Developer and LB Ealing (including when LB Ealing was acting as trustee of the Charity).

25. The Appellants’ original grounds of appeal were replaced by Amended Grounds of Appeal dated 14 February 2025 (see paragraphs a and b under a title “Status of these Amended Grounds of Appeal” at page 558 of the Consolidated Bundle, the Amended Grounds of Appeal are at pages 558 to 571). Our summary of the Ground of Appeal put forward by the Appellants is: a. They are residents of Ealing and founding members of a group called Friends of Victoria Hall, so have the right to appeal. b. The 2024 Scheme is imprecise, unworkable and contrary to the FTT Decision of 21 September 2023. c. The 2024 Scheme fails adequately to address how it interacts with the 2019 Agreement.

26. To expand on that summary, the Appellants set out that the 2019 Agreement was made at a time when there was no independence within the Charity. The 2019 Agreement breached the Charity’s original Trust Deed from 1893 and was made by LB Ealing (the only Trustee of the Charity) breaching fiduciary obligations to the Charity. The effect of the 2019 Agreement is that the Charity has no choice but to enter into a lease which would mean that there must be building work completed at Victoria Hall and, following that building work, a lease must be granted to the Developer to enable a Development Plan to be carried out. That Development Plan will include development of the land/property owned by the Charity. The Appellants’ position is that the FTT Decision quashed the 2021 Scheme for reasons which include that the Charity Commission’s approval of the terms of the 2019 Agreement was inappropriate; and the FTT required additional protections for the Charity in any revised scheme.

27. The Appellants make submissions about the inadequacy of the Advisory Committee which has now been set up by LB Ealing and the lack (in the Appellants’ view) of its independence.

28. Mr Loveday’s submissions at the hearing covered 3 key areas: the Developer and Development Plan, Governance of the Charity, and the Community Use Protocol. a. As set out above, the Appellants agree that the only way forward for the Charity is the Development Plan, via the Developer. The Appellants wanted it recorded that they are supportive of progress to enable the Charity to be useful to the residents of Ealing. b. The issues of Governance are that the Victoria Hall Trust Advisory Committee has not been set up with true independence and, therefore, the Appellants argue, the Charity should have new Trustees with LB Ealing ceasing to be a trustee. This, he submits, is the only way in which the Charity’s interests can be seen to be properly protected. c. In addressing the Community Use Protocol, Mr Loveday submitted that the Trustees of the Charity should have full discretion about its terms, rather than being bound by what is included in the 2024 Scheme. Charity Commission’s case

29. The Charity Commission’s case is that the Development Plan is the only way forward to enable this Charity to benefit the residents of Ealing.

30. The Charity Commission’s response to the Amended Grounds of Appeal is found at pages 607 to 617 of the Consolidated Bundle and is dated 28 August 2025. The Charity Commission is eager for the Charity to be able to recommence its work, namely to provide facilities for recreation and other leisure time occupation. It considers that the best way for this to happen is for the 2024 Scheme to be used, thus enabling there to be development of the Town Hall complex, including the Charity’s premises.

31. The 2019 Agreement is not ratified by the 2024 Scheme and the Charity Commission has not consented to the 2019 Agreement. The Charity Commission’s position is that parts of the 2019 Agreement need to be reconsidered and renegotiated. The Charity, within charity law is not bound by the 2019 Agreement. The timings are not unworkable as a licence to permit works cannot be issued unless all the requirements in the 2024 Scheme are satisfied (i.e. including the need to reconsider and renegotiate). The Trustee of the Charity is yet to comply with Part 7 of the Act, whether that is following sections 119 and 121 or applying for authority under section 117.

32. Ultimately, the Charity Commission submits that the Scheme need not be a perfect document. The test for the Tribunal is whether this Scheme is sufficient to safeguard the interests of the Charity. LB Ealing’s case

33. LB Ealing agrees with the Appellants and the Charity Commission that the Development Plan is the only way forward to enable this Charity to benefit the residents of Ealing.

34. LB Ealing’s Response to the Amended Grounds of Appeal is found at pages 647 to 658 of the Consolidated Bundle and is dated 28 August 2025. They submit that the Amended Grounds of Appeal are based on a fundamental misunderstanding on the part of the Appellants. They submit that none of the grounds are made out because the Charity’s property cannot be simply handed over to anyone – there are requirements before that can happen. The 2024 Scheme required renegotiation of leases as any leases must comply with the requirements of the 2024 Scheme. The 2019 Agreement only takes effect when there is consent from the Charity Commission and the Charity Commission has not, as yet, given consent.

35. LB Ealing submit that they have already set up the independent committee which was required under the 2024 Scheme with a view to the Charity having safe premises to rent out so that its purposes can be fulfilled. The Appellants’ wish for a change of trustees prior to any leases being granted is not required – the independent committee gives sufficient protection of the Charity’s property. Further, they point out that, at present, the Charity is entirely reliant on LB Ealing for funds. This will be the case until such time as the Charity receives money for agreeing to long leases of its property (a premium is expected to be paid) and/or can raise income (by leasing of rooms).

36. Finally, LB Ealing submit that Charity Commission’s consent has not been obtained and, therefore, Part 7 of the Act does not apply. The core of this appeal

37. At the heart of this case is a question: how can the Charity provide facilities for the benefit of the residents of Ealing? The initial answer to that question is agreed by all parties: through the Development Plan enabling the Charity to have safe premises to rent out . The question for the Tribunal is whether the 2024 Scheme sufficiently safeguards the Charity to enable it to provide facilities for the benefit of the residents of Ealing. Discussion

38. There are practical issues which the Appellants seem to gloss over in their wish to eject LB Ealing from involvement in the Charity. They have provided a re-draft of the 2024 Scheme in which there is a detailed recruitment exercise. When asked about practical matters, such as the funding of the proposed recruitment exercise, the answer was that the FTT Decision, at paragraph 50, said it expected LB Ealing to “be responsible for all transaction costs”. This seems to have been interpreted by the Appellants as meaning that the FTT expects LB Ealing to finance any costs of re-structure for the Charity. The full sentence gives the full expectation of the FTT. That was for LB Ealing to pay the “costs of any arrangement affecting Charity property ” (emphasis added). It is questionable whether that could include costs of re-structuring the Charity. Adding uncertainty such as this to the Charity’s future will not enable the Charity to recommence fulfilling its purpose of providing facilities.

39. Moving on to the Appellants’ submissions about governance. It must firstly be noted that the only reason that the Victoria Hall Trust Advisory Committee exists is because LB Ealing decided that, despite there being an appeal, they would start to implement the 2024 Scheme. Once the Appeal was lodged, LB Ealing could have taken the view that, as the 2024 Scheme might not actually be implemented, they should not spend taxpayer money on arranging for the 2024 Scheme’s Advisory Committee to be set up. Instead, they started to implement it – which was the right decision as trustee of the Charity as that gets matters moving towards the Charity being able to do its work again – and put together an Advisory Committee.

40. We make no findings on the independence or otherwise of the Advisory Committee, but observe that, under the 2024 Scheme, the Trustee (i.e. LB Ealing) must implement that Committee’s recommendations. The only way of not implementing the Committee’s recommendations is if the Charity Commission intervenes. In other words, the Committee is deciding what happens, including about how much land the Charity now owns, how the Charity renegotiates parts of the 2019 Agreement to enable it to be in a fit state for the Charity’s purposes and, going forwards, how the Charity negotiates the promised premium and how much of the premium goes to the Charity rather than to LB Ealing whose premises are also caught by the Development Plan.

41. The Tribunal recognises the importance of that Committee’s independence, something which is clear within the 2024 Scheme. The Tribunal trusts that Councillor Ball, along with others, will continually remind the Committee of its independence from its only trustee (LB Ealing) and that Councillor Ball and other Councillors will take care to not act in conflict of interest.

42. Ultimately, the 2024 Scheme requires LB Ealing (as the trustee) to ensure the independence of the Advisory Committee. If LB Ealing does not ensure its independence, they (as trustee) would be at risk of intervention by the Charity Commission under the provisions of the Act which enable intervention and investigation on matters of mismanagement, misconduct, etc.

43. The Appellants’ submissions about Community Use Protocol amount to “the Trustees (who do not include LB Ealing) need more flexibility”. The Appellants are not precise about what is wrong with the current Protocol other than wanting to do something different, but unspecified. It seems to us that the Protocol is sufficient to protect the Charity’s interests which is to be able to rent out premises so that the community can use them. We note that the rates appear to be set for September 2024 and there is a yearly uplift, the terms of any lease and other written agreement will need to be clear about what rates are being used. Conclusion

44. The Tribunal records that the Charity Commission and the London Borough of Ealing both state that the Charity Commission has not consented to the Agreement for Lease signed on 5 November 2019.

45. The Tribunal further records that the Charity Commission and the London Borough of Ealing both state that Part 7 of the Charities Act 2011 will apply to any lease that the Victoria Hall Trust seeks to enter and that the Charity Commission has not, at this time, given explicit or implicit consent.

46. For all the reasons set out above, the Tribunal finds that the 2024 Scheme sufficiently incorporates the issues set out in the FTT Decision and sufficiently protects the Charity and its property whilst enabling the Charity to have a future where its original purpose of providing facilities is viable.

47. The appeal is dismissed. Signed District Judge Worth Date: 21 st November 2025