The Honourable William Francis Seymour, Earl Of Yarmouth v Ragley Trust Company Limited & Ors [2025] EWHC 1099 (Ch)

[2025] EWHC 1099 (Ch)

Case No PT-2023-000830

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

PROPERTY, TRUSTS AND PROBATE LIST (ChD)

Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NL

Date 19 May 2025

Before

MASTER BRIGHTWELL

Between

THE HONOURABLE WILLIAM FRANCIS SEYMOUR, EARL OF YARMOUTHClaimant

RAGLEY TRUST COMPANY LIMITEDDefendants

SEYMOUR TRUST COMPANY LIMITEDDefendant

BEATRIZ SEYMOUR, MARCHIONESS OF HERTFORDDefendant

LADY GABRIELLA HELEN SEYMOURDefendant

LORD EDWARD GEORGE SEYMOURDefendant

LADY ANTONIA LOUISA SEYMOURDefendant

Paul Burton (instructed by Shakespeare Martineau LLP) for Claimant

Timothy Sherwin (instructed by Charles Russell Speechlys LLP) for First and Second Defendants

Richard Dew (instructed by Wright Hassall LLP) for Third to Seventh Defendants

Hearing Hearing dates: 4–6 February 2025

Approved Judgment

This judgment will be handed down remotely by circulation to the parties' representatives by email and release to The National Archives. The date and time for hand-down is deemed to be 10:00am on Monday 19 March 2025

Master Brightwell :

[1]This is a claim for the removal of two trust corporations as co-trustees of several settlements connected with the Marquessate of Hertford, and for their replacement with an independent professional trustee. The claim is brought by the Earl of Yarmouth, the eldest son and heir of the 9th Marquess, the current Lord Hertford. The current trustees were appointed as trustees of various family trusts on 24 November 2021. Their directors are three individuals, Mr Andrew Hay, Mr Percy Sewell and Mr Henry Lloyd. Mr Hay and Mr Sewell were directly a trustee of at least one of the trusts in issue immediately before the appointment of the current trustees and had held such a role for some years. Evidence on behalf of the trustees was given by Mr Hay alone.

[2]The defendants to the claim other than the trustees are Lord and Lady Hertford and their three other adult children. The family defendants oppose the claim for the removal of the trustees. The position of the trustees, acting by their directors, is that they are prepared to stand down if the court considers it appropriate for them to do so and do not cling to office, but they defend themselves against the allegations of wrongdoing which are made against them. They are also prepared to continue in office, as the family defendants wish.

[3]Mr Burton, appearing for Lord Yarmouth, suggested in his skeleton argument that the trustees were in perfect agreement with the other family members and were vigorously defending their position, and that the comments about neutrality in Mr Hay’s evidence should be treated as ‘limited window dressing’. The position adopted by Mr Burton at the start of the hearing was that, as the trustees stated that they were neutral as to whether they should retire, they were not entitled to rely on their own evidence filed in accordance with case management orders made by the court, and were required to apply for permission to do so. I rejected this submission; by virtue of CPR r 8.6(1)(b), a party is entitled to rely on evidence served in accordance with permission granted by the court in advance. Unless such evidence strays beyond the extent of the permission granted, which was not so in the present case, a party does not need to apply for permission a second time. I consider in any event that the position which the trustees in the present claim intended to adopt at the hearing was quite clear from their detailed evidence, and it is apparent from the claimant’s skeleton argument that this position was understood.

The breakdown in family relationships

[4]Even though the claimant maintains that this is not a family dispute or a claim about a breakdown in family relations, the claim is on any view brought against a backdrop of such a breakdown, details of which feature heavily in the evidence before the court. It is not possible to explain the dispute which the court is required to resolve without setting out some of the background contained in the evidence.

[5]The Seymour family seat is Ragley Hall at Alcester, Warwickshire, which was built in the 1680s. Mr Hay explains that the estate on which the Hall is located is comprised of 450 acres of landscaped gardens and parkland and around 4,500 acres of farmland and 1,000 acres of woodland. Ragley Hall was occupied intermittently by the Seymour family until the 1960s, when Lord Hertford’s father moved there permanently.

[6]It is the claimant’s evidence that, for as long as he can remember, he had been told by his parents, the trustees of the family trusts, and by relevant professional advisers that he would take over the running of the Ragley estate from his father when he turned 30. He was born on 2 November 1993, and is thus now 31 years old. There is documentation before the court suggesting that it was indeed formerly Lord Hertford’s intention that his eldest son would assume such role when he was 30 years old. A number of substantial appointments of land were made to Lord Yarmouth when he was younger, which he says were consistent with the intention that he should assume control of the estate in due course. That much would appear to be common ground.

[7]Lord Yarmouth’s evidence is that the position changed, and the breakdown in family relations occurred, in the run up to his wedding in 2018 to Miss Kelsey Wells, now Lady Yarmouth. In his first witness statement, Lord Yarmouth accuses his mother of “gaslighting” him and says this about his parents’ response to his proposed marriage:

‘16. … My experience from the way they behaved was that they were far from delighted. They were consistently disruptive and obstructive in the run up to our wedding. Even at the church on my wedding day as I awaited the arrival of my bride my father, Lord Hertford made a point of urging me to call off my marriage, and told me “you can still call it off and we’ll send everyone home, just say no”. (An extraordinary thing for a father to say to his son on his wedding day.)’

Lord Yarmouth goes on to say that:

‘38. My position, circumstances, and needs had been changed profoundly for me in 2018. My life was upended. My feelings about that and the impact it has had on me personally and financially, or even the possibility that there might have been damaging consequences for me, have never once been acknowledged nor explored by any of the Trustees. The destruction of the lifelong psychological contract between “Ragley” and me with regard to my future at Ragley has had a highly detrimental effect on me, and that effect will always be with me. I have needed professional help and counselling to deal with trauma as a consequence. … 40. I concluded that the relationship that I had had with “Ragley” had become toxic, psychologically abusive, and damaging. My wife had been exposed to it too, so we took the view that we should remove ourselves from what was a bad situation so that we could protect ourselves and our family from further harm. We took the view that we wanted to move on to build a life for ourselves outside of the “Ragley” relationship, which is what we have tried to do. …’

[9]As the evidence develops, complaints are made about both Lord and Lady Hertford and about the trustees, and those complaints are closely interlinked. The following paragraph in the claimant’s first witness statement contains, in my view, a neat summary of the way in which the claimant presents his case in his written evidence:

‘41. Matters from here would not have escalated, I believe, in the way they have if Lord and Lady Hertford and/or the trustees had engaged with me or if the trustees had simply discharged their duties correctly and in an independently minded way, without simply following the directions of my parents. But they did not, despite requests from me that they should, and this has been a consistent characteristic of their behaviour towards me.’

[10]Lord Yarmouth then says that, on their first wedding anniversary in June 2019, he and his wife were served with a notice giving them six days to leave a property owned by his father, leaving them without accommodation and having to turn to Lady Yarmouth’s parents for assistance at a time when his wife was pregnant with their first child. They now live at Alcester Park Farm, a property previously appointed to Lord Yarmouth in 2015 as mentioned further below.

[11]As Mr Hay explains in his evidence in response, the property which Lord and Lady Yarmouth were asked to leave is known as the Bothy, and it is not held by the trustees. It is tenanted by Lord Yarmouth’s grandmother, the Dowager Marchioness of Hertford, to whom he remains close, and Mr Hay says that it was she who (via one of her daughters) asked him to leave the property so that her carer could move in to look after her after an extended stay in hospital. The claimant contends that the premise that the Bothy was needed for a carer is completely fabricated and that Mr Hay is ‘repeat[ing] the lie’ in this regard.

[12]Mr Burton indicated at the hearing that the first time when the claimant was informed that he was not to inherit Ragley Hall was upon reading Mr Hay’s first witness statement in these proceedings, where he indicates that Lord Hertford has not regarded his eldest son as an appropriate person to inherit since around 2018.

[13]Lord Hertford confirms in his witness statement that his eldest son grew up understanding that he would one day take over the running of the Ragley estate, which he describes as dynastic, passing from generation to generation down the male line. He indicates that he is now undecided as to the future running of Ragley Hall. Lord Hertford also says the following:

‘20. William not inheriting Ragley Hall at 30 years old coincides with his marriage, but Kelsey is not the main reason. William’s behaviour started to change before his marriage. William asked me to confirm that I would hand over Ragley Hall to him on turning 30. It was like he had promised Kelsey that they would be moving into Ragley Hall, he was persistent. Around this time William also began to take a keen interest at Trustee meetings, which was a significant change compared to his lack of interest up to this point. 21. I am disappointed at William’s lack of achievement. I am proud of the fact that he went to college but made a mistake at university and didn’t graduate. William has not followed a profession or obtained qualifications or experience to take over the running of Ragley Hall. 22. The tipping point in my deliberations of passing the running of Ragley Hall to William at age 30 was a letter received from him to my wife, Lady Hertford dated 25 July 2018 questioning my mental ability to continue running Ragley Hall. I do not consider William to be an appropriate person to take over the running of Ragley Hall. He has not done anything to make me change my mind.’

[14]That letter or memorandum was sent by Lord Yarmouth to his mother, addressing her as ‘Lady Hertford’, referring generally to members of the family by their titles. It is seven pages long and accompanied by a series of appendices. The letter refers to a difficult recent meeting between father and son at which the appointment of a new trustee was discussed, and at which Lord Yarmouth sets out that his father indicated that Lady Yarmouth was not welcome to attend trustee meetings. The reason said to have been given by Lord Hertford for this stance was that disparaging comments had been made by his son’s fiancée about Lady Hertford although there is said to have been confusion about which family member had ‘stir[red] things up’. The letter continues with a long discussion of events and correspondence leading up to the wedding showing that relations were strained. However, the words which Lord Hertford refers to in his evidence, concerning the then recent meeting, are:

‘There are two conclusions that reasonably could be drawn from what has been said and done last week. One is to suggest that my father may be operating with a reduced mental or intellectual capacity. This is worrying. The alternative would be to accept that his stance is deliberate, condoned, and just clumsy in its execution.’

Lord Yarmouth concluded by saying that he was not confident that his father was well, which would have implications for the family and business. Earlier in the letter he expressed concern that Ragley estate was on course for impending failure.

[15]There are also two witness statements from the claimant’s younger brother, Lord Edward Seymour, who indicates that he and his brother had a difficult and competitive relationship during childhood, which improved during their later school years. Lord Edward goes on in his first statement:

‘16. Our relationship started to go downhill however when William went to Cirencester Royal Agricultural University as William met some individuals who brought out the worst in him – William became pompous and showed signs of entitlement. Flaws that have been further exacerbated since his marriage to Kelsey. 17. William has tried to keep our friendship separate from Ragley Hall/Estate matters but this does not always work when his actions affect my parents and others dear to me. When the newspaper articles started coming out, that is when we stopped talking to each other. William described us as "estranged' in an article and I got tired of dealing with him. I have had a few meetings with William, but these have been very few and far between. … 20. My sisters have also had minimal contact with William since our supposed "estrangement". When we found out about the birth of our second nephew … in The Times newspaper two days after the fact, and with no messages from William, we assumed we had stopped sharing even important, happy news. We stopped trying to communicate with him. It led us to believe he didn't want or care about any involvement in his life or that of his children.’

[16]Mr Hay indicates that the trustees’ position is that they do not comment on Lord Yarmouth’s relationship with his parents, nor on the exchanges with them and the accusations he makes against them.

[17]I make clear that it is not my role to make findings about the rights and wrongs of the breakdown in family relations but, as will be apparent, the allegations about this breakdown inform many of the claimant’s complaints about the trustees. The nature of the accusation made against the trustees is that their directors have either demonstrably failed in their duties of administering the trusts, including in viewing the trusts as dynastic or patrimonial when such an approach is not justified, or that they have failed to act independently and have followed the directions of Lord and Lady Hertford.

[18]Again, without commenting on question of fault as between members of the family, it is quite apparent that the family breakdown manifested itself around the time of the wedding of Lord and Lady Yarmouth, which appears to have been a great source of family friction. The evidence suggests that the initial issue was the perception of Lord and Lady Hertford that their son’s fiancée had made comments that were disparaging of Lady Hertford (said to be a comment accusing her of ‘ignorance or malice’), and that the letter sent to her by the claimant concerning Lord Hertford’s capacity was the point at which relations became irretrievable. The accusation of comments regarding ‘ignorance or malice’ appears to be denied, although the claimant told his father on 18 July 2018 that ‘those two words really apply to [Lady Hertford] quite a lot’.

Background to the trusts

[19]The majority of the estate was owned directly by the late 8th Marquess until 1966. He settled various parts of the estate on trust between 1966 and 1997. Ragley Hall itself and various other parts of the estate, principally those surrounding the Hall, remain in his direct ownership. Part of the land was settled on the Seymour Trust No 1 Settlement, which is not material to the present claim.

[20]The claim concerns the following three settlements: i) The Seymour Trust No 2 Settlement (“ST2”), which is largely comprised of farmland and residential property, together with an interest in the Ragley Home Farms Partnership (“RHFP”). Its assets were valued by Savills in May 2022 at £31,762,550. ii) The Seymour Trust No 4 Settlement (“ST4”), containing farmland valued at £2,750,000 in March 2022 together with an interest in RHFP. iii) The trusts of the will dated 11 November 1997 of the late 8th Marquess (“8MWT”), comprising farm land, residential property and woodland valued in March 2022 at £7,538,500, together with chattels held at Ragley Hall valued at £545,530.

[21]ST2 was created by a deed dated 25 March 1967 made between the 8th Marquess as settlor and the original trustees, and the 8th Marquess transferred certain parts of the estate to the original ST2 trustees on the same date. A number of appointments pursuant to the trust were made in 1983, creating various sub-funds.

[22]The entirety of the ST2 fund now comprises what was in the 1983 appointments called the Son’s Discretionary Fund. By a deed of revocation and appointment dated 1 July 1997, the assets of ST2 were irrevocably appointed onto accumulation and maintenance trusts for the benefit of Lord Hertford’s children who attained the age of 18 years. The children were to receive the income for life of a share each, with the capital to be held for their children and subject to an overriding power of appointment.

[23]ST4 was settled by Lord Hertford on 25 November 1993, for the benefit of those of his children born before his eldest child reached the age of 25. Following the making of a deed dated 17 October 2002, the capital and income of the trust property has been held on accumulation and maintenance trusts for such of Lord Hertford’s children as attain the age of 25, subject to an overriding power of revocation and appointment.

[24]The power of appointment of trustees of ST4 is vested in Lord Hertford as Settlor during his life (clause 14).

[25]As for 8MWT, the 8th Marquess, who died on 22 December 1997, left his residuary estate on a life interest for his widow during her lifetime, subject to an overriding power of appointment in favour of his children and remoter issue and their spouses. The Dowager Marchioness released her interest on 12 March 1998. On the same day, the property subject to 8MWT was appointed by a deed of appointment dated 12 March 1998 on accumulation and maintenance trusts in favour of Lord Hertford’s children and remoter issue and their spouses.

[26]By deeds of appointment dated 6 November 2009, made by the then trustees of ST2 and 8MWT, and by Lord Hertford in respect of ST4, the respective trust assets were appointed to be held on discretionary trusts for the benefit of Lord Hertford’s children, subject to a power to add further beneficiaries. These deeds, which are discussed further below, were invalid although this was not realised until around 2022. In 2023, deeds to similar effect to those intended in 2009 (but also adding Lord and Lady Hertford as discretionary objects) were made.

[27]As to the dynastic nature of the trusts, the trustees rely on the letter of wishes made by the 8th Marquess on 11 October 1972, written to the trustees of ST2 and to ST1 and to his executors. He said, amongst other things:

‘My first and main wish is that my son Harry should inherit virtually the whole Ragley Estate at my death, or if I die before the 6th July 1979 at his 21st birthday. I hope that when he inherits he will be in a position to choose whether or not to live at Ragley. I do not want him to feel under any obligation or sense of duty to maintain the house merely because his father did; but I hope that you will do all you can do to make it possible for him to live there should he so desire. In this connection I will state that I am still appalled at the recollection that my own Trustees could contemplate the demolition of Ragley a few months before I came of age; and I should make it clear that when I announced in 1964 that I myself had decided to pull the house down this was a deliberate lie designed to attract more financial support from the Ministry of Works. At no time since my childhood have I deviated from my firm intention to maintain Ragley as my family home. … It is my wish that the Ragley Estate shall be retained for as long as possible as my family’s permanent home and thus devolve down the senior male branch of my family. My remarks in the second paragraph of this letter [set out immediately above] do of course apply to whoever shall succeed me as 9th Marquess of Hertford whether or not that is my son.’

[28]A second letter of wishes dated 21 March 1975, which expressly added to and did not replace the 1972 letter, said that the settlement funds were to be held ‘primarily for my Son, Harry, The Earl of Yarmouth to enable him to preserve the Ragley Estate, Ragley Hall and its contents’.

[29]The letter of wishes that accompanies the 8th Marquess’s will dated 11 November 1997 states that he wished his eldest son or his child or children to benefit from that part of his estate in which his widow did not have a life interest, with a wish for ‘Harry to have it all at once’, subject to tax considerations, and if he had died without children, to his eldest surviving daughter or to the heir to the title. Mr Sherwin submitted that this demonstrates a further element of dynastic intention.

[30]The trustees administer the land held surrounding Ragley largely for agricultural purposes, and advice and other operating resources are obtained in conjunction with the estate. The trustees as trustees of ST2 and ST4 are parties to RHFP. As is discussed further below, this connection in the operation of the estate and the administration of the trusts is part of the claimant’s complaints about the trustees.

[31]The current corporate trustees were appointed only on 24 November 2021. As mentioned further below, they were initially incorporated with the intention of becoming head trustees, to hold all the land at Ragley with a declaration of trust setting out which land was held subject to which settlement and/or for Lord Hertford. In the event, this did not happen, and the first and second defendants were appointed as trustees of each settlement in place of the previous individual trustees, with Messrs Hay, Sewell and Lloyd as directors.

[32]Mr Hay sets out the credentials of the directors in his first witness statement. He himself is retired from a career in banking and corporate finance, is a senior adviser to Smith Square partners, non-executive director of two listed companies and trustee of two other trusts. Both have land holdings, one with a heritage property and agricultural land and the other with a historic property in Devon. He was a governor of the English Speaking Union until 2021. He is a first cousin to Lord Hertford, who describes himself and his wife as close to Mr Hay and his wife. Lord Hertford says that Mr Hay has always shown huge interest in Ragley, and has ‘very much shown support in preserving the estate’.

[33]Mr Sewell runs a family farm of 450 acres of mixed use, and has for many years been director of a family company. He is a trustee of two charitable trusts and of a family trust holding shares and real property. His father was the 8th Marquess’s commanding officer in the army, and he is godfather to Lady Gabriella. As Lord Hertford puts it, Mr Sewell’s family has known the Seymour family for two generations.

[34]Mr Lloyd is a former managing director at JPMorgan and has worked for UK Government Investments since 2015. Mr Hay describes him as heading a joint unit between UKGI and the Ministry of Defence. He became known to the family more recently, as his son is a schoolfriend of Lord Edward.

[35]A number of capital appointments have been made in favour of the claimant: i) In 2008, the then trustees of 8MWT appointed land known as Cock Bevington Farm, then worth £1.2 million. This was held on bare trust for him until July 2017, when it was transferred; ii) In 2009, a further appointment from 8MWT was made of a cottage in Cookhill and a paddock at Beauchamp Cottage, together valued at £230,000; iii) In 2010, he was appointed from ST4 a 37.5% share in a parcel of potential development land near Alcester, valued at £120,750. When the land was sold in 2020, Lord Yarmouth received the total net sum of around £2,425,000; iv) In 2010, he was appointed 466 acres of woodland from 8MWT, valued at c.£1.072 million (“the Ragley Woodland”). This was for some years thereafter occupied by Lord Hertford, but no formal lease arrangement was drawn up until 2017 and, even then, the rent payable was left to be finally agreed later.

[36]The trustees’ position is that, by the time he turned 21, Lord Yarmouth had received capital distributions from the trusts of around £4.2m, based on the value attributed to property when appointed to him. His education (and that of his siblings) was also paid from the trusts, including the year he spent at the Royal Agricultural College (where the claimant suggests the then trustees pressured him to go against his wishes). Mr Hay states in his first witness statement that Lord Yarmouth:

‘has received over £7,000,000 in capital (the underlying property values will undoubtedly have increased since then) as well as income distributions of £454,831.’

It was not suggested to me at the hearing that these figures were materially incorrect.

[37]In 2015, Lord Hertford also gifted Alcester Park Farm to Lord Yarmouth, where he and his family now live. It was then worth around £1.6 million.

[38]For completeness, Lord Hertford’s other three children have each received income distributions from the trusts in excess of £300,000 (to include what has been called catch-up income to take account of the invalidity of the deeds of appointment executed in 2009). Each also received a 12.5% share of the Alcester development land appointed from ST4 in 2010, and was entitled to a payment of around £805,000 when that land was sold in 2020.

[39]I have already noted that a breakdown in family relationships occurred in 2018. In the year or so up until then, the claimant had attended meetings of the trustees, and sought to obtain a role in operations at Ragley, through discussions with both the estate office and with the then trustees, principally Mr Hay. Lord Yarmouth and his then fiancée attended a meeting with Mr Hay in the autumn of 2017, which led to correspondence over the following months. Lord Hertford objected to Lady Yarmouth attending trustee meetings. I will mention below the matters relied on by the parties in their submissions.

[40]It is the claimant’s position that, in the face of the family dispute which manifested itself in 2018, the trustees took the position of Lord and Lady Hertford, thus closing ranks against the claimant. He contends further that the administration of the trusts has not been independently carried out by the trustees, but that they have unduly deferred to or acted on the instructions of Lord Hertford. It is further alleged that the trusts are administered for benefit of Ragley Hall, i.e. for the benefit of Lord and Lady Hertford, and undue weight is given to the object of preserving the Ragley estate. Since around 2018, Lord Yarmouth has complained that the estate is not being operated as productively as it could be and, as the trusts’ operations are managed together with it, this is a criticism of the conduct of the trustees.

[41]The breakdown in relations between Lord Yarmouth and his parents deteriorated further within a short time of the wedding. Lord Yarmouth sent to Mr Hay a copy of the letter/memorandum he had sent to his mother. The trustees indicated that they wished to meet Lord and Lady Yarmouth to discuss matters. Such a meeting appears not to have taken place.

[42]Solicitors became involved when, on 26 September 2018, the claimant’s solicitors (Shakespeare Martineau) wrote to the then trustees of the various settlements and to a number of others, including ‘the Attorneys of Lord Hertford’, again raising doubts as to his father’s capacity, and sending the 25 July 2018 letter/memorandum on to all the recipients. That letter was said to be written to those who manage the various entities which collectively run the Ragley Estate, thus extending beyond the trusts. It asked for a copy of any assessment of Lord Hertford’s capacity that had been carried out.

[43]That letter also refers to the Ragley Woodlands, to the lease agreement which had been prepared in 2017 and the understanding that the proposed rent was £16,300 (per annum). It then indicated that backdated rent would be payable, together with payment for other non-commercial uses of the land, such as commercial activities. At this stage, the claimant says, he was trying to figure out what arrangements had been made in relation to the lease, and to find out more about other matters about the estate as well.

[44]In March 2020, a claim was issued against the then trustees of 8MWT, in claim number PT-2020-000248, seeking orders that the trustees transfer legal title in the Ragley Woodlands to the claimant, together with the title to the paddock, and 3 Evesham Road. He also sought an account, and an order, which became otiose, requiring a lease or licence for his father to occupy the Woodlands to be formalised.

[45]That claim was settled by a Tomlin order made by Master Shuman on 26 June 2020. Title to the land had by then already been transferred to the claimant. The terms were that the then trustees would pay the claimant £200,000 within 28 days, and his costs. The agreement was stated to be in full and final settlement of all the claimant’s claims against the defendants relating to or arising out of the subject matter of the claim.

[46]The period between the conclusion of the 2020 proceedings and the commencement of the present claim has been largely taken up with significant correspondence, mostly concerning the parties’ rights of access to, from and over the Ragley Woodlands, which issue had not been resolved before the claim was issued on 28 September 2023. In 2021, the claimant was removed as a partner of RHFP, having declined to sign documents restructuring the security of existing lending, including over trust property, in anticipation of the appointment of new corporate trustees.

The claimant’s case

[47]At the first hearing of the claim, on 30 July 2024, I directed the claimant to file a document detailing the grounds on which he sought the removal of the first and second defendants as trustees. It appeared to me that the claimant’s complaints about the trustees were contained in dense witness evidence and that, despite this evidence being compliant with the Part 8 procedure, it was not entirely straightforward to work out how the arguments contained within them were to be deployed.

[48]The Grounds of Removal served in accordance with the July 2024 order set out 58 uncategorised grounds and did not make any direct reference to the witness evidence, although it was apparent that the grounds referred to matters dealt with in the evidence. I therefore directed at a further hearing on 22 October 2024 that the claimant prepare a schedule, categorising his grounds of removal into overarching grounds said to justify the removal of the trustees, which could conveniently be considered as distinct categories of grounds of removal at the final hearing, and recognising that some grounds may fall under more than one category. In the event the schedule relies on many of the individual grounds several times. Mr Sherwin suggested this document was not workable as a way of dealing with the allegations and the fact that Mr Burton did not rely on it indicates to me that this this is correct.

[49]Without any explicit grouping or categorisation of grounds for removal relied on by the claimant in the way in which the claim was presented in the skeleton argument and at the hearing, I have accordingly sought under the sub-headings below to group the various grounds into themes which enables them to be explained and discussed, rather than following the order in which points were made at the hearing. I have annexed the Grounds for Removal to this judgment.

[50]I make clear that I have well in mind that the current trustees are companies, and that they act by their three directors, such that the real complaint is about the directors. Except where the context requires, however, when I refer to the trustees, I refer to the trustees acting by their directors.

The trustees’ strategy and approach to the administration of the trusts

[51]In respect of the case of the trustees and Lord Hertford that the trusts are properly viewed as dynastic, the claimant contends that the trustees are focused only on the preservation of the Ragley estate and that this has led them to a blinkered approach when it comes to the exercise of their discretions as trustees. Lord Yarmouth’s evidence is that his concerns about the performance of the trusts, and the returns which have been generated, have been dismissed out of hand and that the question of how the trust property is managed as part of the estate has not been properly addressed.

[52]Mr Burton submitted that the preservation of Ragley Hall has assumed undue significance and the trustees’ support of the estate of which the Hall is a part (including through partnership in RHFP) has been to the detriment of the beneficiaries of the trusts. He also suggested that too much significance is given by the trustees to the letter of wishes written in 1972 by the 8th Marquess to the then trustees of ST1 and ST2, rather than the terms of the trust. In particular, the wish that the estate would pass down the senior male branch of the family is now being deviated from, making the imperative of the preservation of Ragley now a weak one. There is nothing in the later 1997 letter of wishes by the 8th Marquess to his will trustees to point to a different conclusion.

[53]A key part of the claimant’s argument is that the trustees have a duty to maximise income, and they are not seeking to do this in the way in which they are administering the trusts by treating the trusts as dynastic and as focused on Ragley. He complains that no objective or strategy has been pursued to generate a ‘higher asset turnover’, which would lead to cash for distribution to beneficiaries. He suggests that the trusts are possibly being used ‘as a sink fund to spread the costs of running the whole estate (which contains parts belonging to Lord Hertford which are inherently expensive to run), or which is inefficiently run and elsewhere loses money’. There is the suggestion that the trusts, and particularly ST2, are profitable and that the management of the trust property together with Lord Hertford’s land is carried out for the benefit of Lord and Lady Hertford.

[54]In light of the points made by the claimant in his first witness statement accompanying the claim form, the trustees instructed Savills to comment on the capital growth of the assets of the trusts and on their income return. As far as capital appreciation is concerned, Savills suggest that the 2007 value of the assets remaining in the trusts (i.e. not appointed out to the claimant) was around £27,840,000 as opposed to a March 2022 value of around £42,050,000. Mr Burton described the Savills letter, dated 23 November 2023 and included within the hearing bundle, as a very damp squib.

[55]The claimant’s complaint is about the income generated by the trustees, not the capital value of the trust land. He contends that the income return on the trusts in the period from 2009 to 2022 can be seen from the ‘catch-up’ income paid on discovery of the defect in the 2009 deeds of appointment to be around £255,620, which he describes as pitiful.

[56]Lord Yarmouth asks the court to find that the trustees should have obtained a better return from the trust assets than they have achieved. In his first witness statement, he says this:

‘103. To give a comparative benchmark, I have taken over control of Cock Bevington from Ragley, farmland forming a part of the Earl of Yarmouth Estate, and Kelsey and I now exercise executive powers. Whilst the annual return on assets generated for me by the trustees from my interests in the trusts over the last five years average less than half of one per cent (0.48%), we have been able immediately to produce an annual return on asset for Cock Bevington of 4.9%, significantly higher than the returns being generated when the asset was in the oversight of the trustees.’

The Ragley Woodlands

[57]There has for some time been a dispute about the claimant’s entitlement to obtain access to the Ragley Woodlands now vested in him since the settlement of the 2020 proceedings. This dispute concerns the rights of way over land which belongs either to the trusts with which this claim is concerned or to Lord Hertford. The claimant is unable to access parts of the Ragley Woodlands, which he now owns, without such rights of access, which rights remained unresolved and thus a matter of negotiation when title was transferred in compromise of the 2020 proceedings.

[58]Lord Yarmouth complains that the trustees would, after 2020, not deal with the matter by correspondence, and that they padlocked the accesses to the Woodlands to prevent him accessing his own land. He also accuses the trustees of trespassing on his land (or permitting trespass by third parties) in connection with events organised by the Ragley Estate, causing damage to the grassland and verges. The evidence traverses several exchanges of correspondence between solicitors.

[59]Several complaints arose in the year or so after the conclusion of the 2020 proceedings. One concerned the use of a path or track in what is known as the Ling Ground by forestry vehicles, which Shakespeare Martineau said had caused damage to what was a pedestrian footpath only. The trustees’ position on that occasion as set out in correspondence from the trustees’ solicitors, Charles Russell Speechlys (“CRS”) is that the neighbouring land has historically had a quasi-easement, which crystallised on conveyance of the land, but accepted that some vehicular use had occurred which should not occur again. The correspondence also suggests that third parties are affected by the impasse, an example mentioned in a letter from Shakespeare Martineau dated 13 April 2021 being of a paintball company which wished to use land in the ownership of both the claimant and the trustees. There was also reference to at least one notice to quit served by Lord Yarmouth on his father, and he also indicated that he would commence proceedings against his father, although no further such proceedings were issued before the present claim.

[60]On 26 May 2021, CRS set out in correspondence their clients’ position on how rights of access to the Woodlands subsisted, deriving from the initial title of the 8th Marquess in all the relevant land, as it was transferred to the trustees of the various settlements. Shakespeare Martineau then, on 14 July 2021, set out the basis of the claimant’s claimed entitlement to access the Woodlands, and a denial of the trustees’ entitlement to rights of access claimed by them. There was then an exchange between solicitors in August 2021 of lengthy Scott Schedules concerning the various disputed plots and accessways.

[61]It is the claimant’s position that the problem of access to the Ragley Woodlands is a problem of the trustees’ creation that has exacerbated or fuelled the falling out within the family. Mr Burton submitted that the administration of the trusts is impeded by the inability to reach agreement on access routes. His primary submission is that this is the fault of the trustees but that, regardless of fault, the inability of the parties to co-operate in this regard justifies the removal and replacement of the trustees.

[62]Mr Burton referred to a lengthy transcript of a meeting the claimant had with Mr Alan Granger, then the estate managing agent, on 3 September 2018. This refers to the fact that a formal lease was put in place between Lord Hertford and Lord Yarmouth in 2017 in respect of the Ragley Woodlands which had been appointed to Lord Yarmouth in 2010, but whose title then remained vested in the 8MWT trustees. It is clear from other transcripts that Lord Yarmouth was aware of what happened then, and that he knew that he would be entitled to receive rent as a result. Mr Granger explained that the rental figure had not been included as it was not then determined what it should be.

[63]There was talk in that meeting of why the woodlands and land surrounding them were owned as they were, with Mr Granger describing it in a transcript of a recorded conversation as a ‘historical hangover from when [the 8th Marquess] was obviously trying to set things up’ for tax reasons, and he said he thought the intention was that in time ‘it’ll all come back together again presumably under your ownership’. He also said, in comments stressed by Mr Burton:

‘I mean actually if you look at it today it’s a bloody nightmare frankly so for you looking at your parcel of woodland you need access through other bits of woodland and over other land to get to it. There are other woods which are owned by other trust funds which need access over your woodlands.’

[64]Mr Burton suggested the import of what was said was that access issues affected the value of the land. Mr Granger had indicated that it would be difficult to sell parts of the estate without selling the rest. After discussion about the terms of the lease and the question whether there could be sub-letting, about which Mr Granger was not sure, he went on to say:

‘I think from what I understand, that has been the general intention, that we’re at the beginning of a process of transfer where your father is still doing some things and you’re gradually being given parts of the estate.’

[65]The claimant contends that the fact he was required to take control of land appointed to him by issuing proceedings itself demonstrates that the trustees should be removed. Mr Burton criticises the failure of the then trustees to account for the rent which should have been paid by his father to him, of land which the trustees continued to hold on bare trust. Although the identity of the trustees was different to now, he relies on the fact that Mr Hay was a trustee at that point.

[66]Lord Yarmouth thus relies on the 2020 proceedings in two ways. He says that they show a disregard for legal ownership of assets, which he contends was ignored by the trustees when it came to the day-to-day running of the estate and that when he sought to take control of his land, ‘appropriate respect for actual ownership was a pure fiction’. He also says that no consideration was ever made as to the rights of access over the Woodlands.

[67]In another complaint about an asset appointed to him, the claimant contends that the trustees appointed Cock Bevington Farm to him so that it was then held by them on bare trust for him, and that it was leased on (it is to be implied, unfairly) beneficial terms to Lady Hertford and to the Dowager Marchioness and that rents from that lease were retained by Lady Hertford and no proper account has been rendered.

[68]Lord Yarmouth does not accept Mr Hay’s evidence of the value of the assets which have previously been appointed to him, saying in his second witness statement:

‘141. Mr Hay overstates the value of freehold property distributed to me from the trusts not least by including a spurious assessment of the real value of the Ragley Woodlands (which in reality have very little value because of the access issues) and by not recognising the funds that had to be spent on 3 Evesham Road, the Paddock and 8 Rowallan Road. The funds from my share of the Alcester development land have only come to me because of the action I took to secure them rather than let them be assimilated into Ragley as was originally intended (they had been earmarked for the benefit of Lord and Lady Hertford). The value of Alcester Park Farm will have increased since 2015, but that has been due to the actions that my wife and I have taken to improve its value.’

Alleged influence of Lord and Lady Hertford on the trustees

[69]The claimant alleges that the trustees have deferred to the wishes of Lord and Lady Hertford and have thus not administered the trusts fairly and disinterestedly as between the beneficiaries.

[70]It is appropriate to begin discussion of this issue with reference to the conversation which took place between Lord Yarmouth and his father on 18 July 2018, which is the meeting referred to in the letter sent by Lord Yarmouth to his mother a week later. A transcript of the conversation, and of other relevant discussions, has been disclosed and is in the hearing bundle. The reason for this is that Lord Yarmouth made surreptitious recordings of conversations with family members and with estate employees. It nonetheless seems that they were to some extent aware such recordings were being made. Lady Hertford referred in an email to the then trustees on 25 July 2018 to the fact that her son had been recording a meeting despite his denial to Mr Hay that he had been doing so.

[71]In the transcript, the two men talk about the way in which trustees were appointed. Lord Hertford states that he is one of the individuals who has the right to appoint new trustees, together with the other trustees (who were then individual trustees). His son objected to having been informed at dinner that a new trustee was to be appointed and indicated that he would wish to be consulted on such decisions. Discussion then turned to Lady Yarmouth’s presence at trustee meetings, Lord Hertford indicating that she was not entitled to attend. The discussion appears to have ended amicably enough and Lord Yarmouth sought to persuade his father that his wife loves Ragley and the estate as much as he does.

[72]One comment made by Lord Hertford during this conversation attracted particular attention during the hearing. The relevant part of the transcript reads as follows:

‘LH: … And I have been advised that everything that I’ve given you, I should start to reverse that process. LY: Really? LH: Mmm. LY: Advised by? LH: Ugh, Charles Russell Speechlys. CRS. And the trustees. LY: But the.. am I correct in thinking that the only way for you to get that back is for me to sign them over or for you to buy them off me? Because they are mine in absolute. LH: Those are the.. yeah, probably that is the only way. LY: Hmm. So, given that would it be more likely now that you would want say Edward to inherit? LH: No, I…. No, I haven’t got a preference. Actually you’re still my preferred.’

[73]The claimant objects to the level of involvement that his father has in relation to the appointment of trustees, and the degree of co-operation between Lord Hertford and those involved with the management of the estate, when such co-operation is not extended to the claimant. He points out that he was not involved in the beauty parade to find a replacement when Mr Granger left his employment at Ragley. I have noted above that Lord Hertford has the power to appoint trustees of ST4.

[74]Lord Yarmouth in his evidence also criticises Lord Hertford’s role in the creation of the two current trust companies, and the fact that he was a director of them when they were created, and until 24 November 2021, when the companies were appointed as trustees. Mr Burton suggested that Lord Hertford’s involvement in the creation of the trust companies was on the understanding that the appointment could be carried out over the heads of the beneficiaries, in which context he again referred to remarks by Lord Hertford to the effect that he appointed the trustees.

[75]There was also reference to the transcript of Lord Yarmouth’s conversation with Mr Granger on 3 September 2018. After discussing the woodlands issue, they then went on to discuss the estate accountant, Mr Steve Pringle, who is said to have made himself unpopular by challenging estate expenditure at a trustees’ meeting. Mr Granger says that Mr Pringle had begun to investigate private expenditure, said to be a big cost, and went on:

‘And you don’t need to be an accountant to read the numbers. I’m afraid and I tell you this in confidence, he was told by your mother you can look at all the rest of it but you’re not going to look at our private expenditure. That is, don’t write it down… just be aware of it.’

[76]At that meeting, Mr Granger referred to the fact that the estate was asset rich and cash poor, and that attention needed to be paid to the amount of cash which had to be generated in order to meet the Barclays debt. In the discussion, Mr Granger commented on the role of the trustees, saying that they had no relationship to the management of the Hall, or of the woodlands business or meat business, all of which were in Lord Hertford’s control. Mr Granger commented that, ‘your father has effectively used the trustees as the equivalent of his non-executive directors to give him help and guidance over the other businesses on the estate’.

[77]On the same note, Lord Yarmouth gives evidence in his first witness statement that he met his parents together with Mr Pringle in April 2018. At that meeting, the claimant says that there was reference to a payment his parents had promised to make for a wedding supplier, and Lady Hertford indicated that the sum could be paid from ‘William’s account from the Cock Bevington rent’. The evidence continues:

‘32. Lady Hertford made the following statements to me, with reference to the Earl of Yarmouth estate: “That account exists in your name to avoid tax.” She turned to Steve Pringle to say: “Is that right? Can I say these things?” And then to me: “Not in writing, we cannot write it down. We basically we gave those lands to you because your father would be in a different bracket of tax… and so it’s not that you own, that you have the right to take that money out. It’s technically that money's to go back to the farm. If we need a new tractor or this or that, irrigation or this or that. …. that money is not for a holiday or for this or that, whatever it may be, a new car or this or that. It is only in your name for technical reasons.” 33. She thus told me that Earl of Yarmouth money was not for my benefit in any way and did so immediately after she had just appropriated it for her own use. She went on to say: “Trust money is basically being used when it’s available as well. So on your 21st birthday party, I have no idea who paid for that. It was the account that we had the money. If you know what I mean? It’s more or less how it works. … Things are in your name for tax reasons. Not for you, it’s not personal. … The Trustees, hence the Trusts, have kept this house going.”’

[78]There is a transcript of another meeting between Lord Yarmouth and his parents on 27 April 2018, which the claimant had again recorded, where there was reference to a wedding supplier being paid out of ‘the Earl of Yarmouth account’, when the claimant had understood his parents had been meeting the cost. At a meeting with Mr Pringle later that day, Lady Hertford said:

‘Things are in your name for tax reasons but they are not in your name.. it’s why your father.. your father could sell Ragley tomorrow, technically it is in his name. But he will not do it without the trustees because the trustees and the trust have kept this house going…’

And, Mr Pringle then commented:

‘There’s the strictly legal position and there’s how we run it in practice because the last thing we want.. you know it’s a bit like a trustees’ meeting we’re talking about the whole estate not legal entity by entity.’

[79]Mr Burton submitted that this shows there has been no proper accounting for expenditure and that the administration of the trusts has been haphazard. He suggested that historic distributions were paid to Lady Hertford, including by reference to Mr Hay’s evidence, which says in a footnote that historic distributions (i.e. to beneficiaries) were held by her on bare trust and used for the deposit for the Rowallan Road flat. The claimant’s position is that there is a blurring of lines as between the trust assets and his parents’ own assets, and an ambiguity as to where expenses are met and that the risk of harm justifies the removal of the trustees even if no breach of trust can be established.

[80]In light of these points, the claimant thus objects to the statement in Mr Hay’s first witness statement, regarding the distributions made to him, that there has been ‘a meticulous accounting, which ensures that all appropriate net benefits are attributed to him’.

[81]It is a theme of the claimant’s position that his parents have both asserted Lord Hertford’s control over the Ragley estate generally (for which purposes the claimant contends that this includes the trusts) and that his own attempt in the period up to his wedding to forge a role in relation to operations at Ragley was met with disregard and discouragement. Mr Burton referred to a letter sent by Lady Hertford to her eldest son in March 2018, still in affectionate terms, but saying the following:

‘The Trustees’ role is to protect Ragley, our role is to preserve its legacy, and the family needs should be subject to availability of funds. As you know, darling, there are no funds available for supporting two generations at the same time and you should prepare for that. For that reason, the fact you are getting married should not change anything as far as Ragley and the wider Estate are concerned. It would be lovely for you to have a job but you would have to understand the estate is under your father’s control & management and so it will remain.’

[82]The claimant refers to a testy email exchange he had with his father later in 2018. There had apparently been discussion earlier in 2018 and agreement that Lord Yarmouth would arrange a shoot to take place partly on the Ragley Woodlands. On 15 October 2018, following a request for confirmation on this point (and shortly after the first letter from Shakespeare Martineau had been received), Lord Hertford wrote to his son, ‘without prejudice’, ‘firstly we need to sort out this mess that you’ve got us into’. An apparently friendly response, including reference to the tenancy agreement for the Woodlands prepared by CRS did not find a favourable recipient. Lord Herford replied:

‘Dear William I’m not aware that the legal mess has been sorted out. Therefore the ‘syndicate’ will have to be disbanded. May I point out a few facts: 1. Did you pay for the birds to be supplied? No. I did. 2. Do you employ the gamekeeper? No. I do. 3. Did you pay for any of the shoot administration costs? No. I did. Regarding this legal mess: 1. You’re a beneﬁciary of a Trust. 2. The Trust is an oligarchy. These 2 facts alone render your legal challenge absurd. Love Dad’

[83]This line of correspondence leads to an attack on the trustees as Lord Yarmouth argues that the trustees are unduly deferential to Lord Hertford, and possibly to his wife as well, and that they themselves did not treat him appropriately as he attempted to become involved in trust affairs.

The 2009 deeds

[84]An issue arises concerning the deeds of appointment executed by the trustees of each settlement in 2009, having been drafted by Charles Russell Speechlys (“CRS”), which purported to appoint the assets of each of ST2 and 8MWT onto discretionary trusts for the benefit of Lord Hertford’s children. In the case of ST4, a deed was purportedly made by Lord Hertford, to similar intended effect. It is not in dispute that these appointments were invalid, because the powers in the initial trusts had not been retained upon intermediate appointments. In each case, therefore, the assets of the trusts remained held on the accumulation and maintenance trusts which had subsisted immediately before the purported 2009 deeds were executed. The beneficiaries were thus entitled to income upon reaching the age of either 18 or 25, and had not received this income after reaching such age, although it appears some appointments or advancements had been made (but none to the claimant from 2019 onwards).

[85]In early 2023 the trustees obtained independent advice from Farrer & Co, a copy of which has been provided to the beneficiaries, explaining the defect in the 2009 deeds, and advising that, ‘that what the Trustees should do is recognise that invalidity, make sure that income and tax is accounted for on the basis that the 2009 deeds were invalid and look to CRS to make good any loss to the Trusts as a result of their incorrect advice to the Trustees.’ It is not disputed that this has now been done, and that each of Lord Hertford’s children has received what has been called ‘catch-up’ income in respect of their historical entitlement under the settlements.

[86]Subsequently, on 7 June 2023 the trustees (in the case of ST2 and 8MWT) executed deeds of appointment appointing the assets of each settlement onto discretionary trusts for the benefit of Lord and Lady Hertford, their children and remoter issue. On the same date Lord Hertford (in the case of ST4) executed his power of appointment to appoint the assets of ST4 onto discretionary trusts for his children and remoter issue.

[87]Mr Burton’s submission was that no information was provided by the trustees about the defect in the 2009 deeds until a letter before action had been sent. He complains that there has been no proper explanation why the deeds were executed in the first place, and why the June 2023 deeds were subsequently made. This, it is said, demonstrates that the relationship between the claimant and the trustees is essentially over. The problem is not said to be the initial problem, but the lack of explanation of how it was discovered, and why it lay undiscovered for so long. Lord Yarmouth also complains about the June 2023 deeds, pointing out that they took away an existing entitlement to income, and appear from Mr Hay’s explanation to be predicated on the assertion that the trusts are ‘dynastic’, a characterisation contested by the claimant.

[88]Furthermore, and in this context, the claimant complains that communications with the trustees have to be conducted through solicitors, increasing the cost to the trusts and, thus, disadvantaging the beneficiaries.

The relationship between the claimant and the trustees

[89]The claimant’s position as to the ability of the trustees properly to administer the trust in the light of the relationship between the parties was the main point on which Mr Burton rested when responding to the submissions made on behalf of the other parties. It can be summarised by reference to ground 57 of the Grounds of Removal:

‘57. Further or alternatively, for the reasons noted in one or more of paragraphs 1 to 56 above, and in the claimant’s witness statements, there has been an irretrievable breakdown in the relationship of trust and confidence between the claimant and the Trustees, caused by the Trustees and/or to which the Trustees have contributed, or which cannot be dismissed as having been manufactured by the claimant, in circumstances where: (a) A relationship of trust and confidence between them is required for the due administration of the Trusts; and/or (b) A relationship of trust and confidence is required between them to safeguard the best interests of all the other beneficiaries of the Trust; and/or (c) A relationship of trust and confidence is required between them for the proper consideration by the Trustees of the claimant, and/or his children, as beneficiaries of the Trust.’

[90]It is the claimant’s claim that the trustees’ removal is necessary to safeguard the welfare of the beneficiaries and to ensure the competent administration of the trusts. From his perspective, the directors of the trustees have said that they do not wish to cling on, but they do cling on, they are neither objective, impartial nor independent from Lord and Lady Hertford, they have no strategy, and they cannot act in the best interests of the trusts and all the beneficiaries. That submission is writ through the way in which the issues described above were presented. The following points may be seen as further ad hoc arguments in relation to this overriding issue.

[91]Lord Yarmouth says that he is not complaining about the provision he has received in the past, although he points out that he has not received income (other than ‘catch-up’ income relating to the 2009 deeds) or been consulted as to his needs since 2019. He objects to a statement by Mr Hay that he (the claimant) is complaining that neither he nor his wife and children have received any benefit from the trusts, pointing out that when he makes this comment in his own first witness statement he is referring to correspondence with the trustees about the potential payment of his children’s school fees.

[92]Lady Yarmouth wrote to Mr Hay on 29 July 2020 with regard to her eldest child’s education, to ask what provision was made by the trusts for his education. Mr Hay’s initial response was that there was no provision, which prompted a further request about the exercise of the trustees’ discretion. Mr Hay responded further that he understood that Lord and Lady Yarmouth’s child would be a beneficiary but that:

‘[I]t is often the case in discretionary trusts that the class of potential beneficiaries is stated to be quite wide to provide flexibility while the intent of a trust of this nature is that a smaller number of people is likely in fact to benefit. … If an application were made to the trusts … the trustees would have to determine a) which of the trusts could be appropriate and b) whether this is an appropriate use of trust funds. The trustees would have to consider, among other things, the needs of other beneficiaries, present and future, and to what extent…your family has already benefited directly or indirectly from the trusts or other provision in the past.’

[93]Mr Burton was very critical of this response, suggesting that in this correspondence Mr Hay was playing cat and mouse with Lady Yarmouth and not directly addressing her request. He submitted that it demonstrates that everything becomes difficult once the relationship between trustees and beneficiaries has broken down.

[94]Furthermore, and on that note, it is submitted that the trustees simply cannot work with the claimant. He relies on the lack of communication from Mr Hay on the subject of certain refinancing documents he was asked to sign concerning the farming partnership. When he asked on 19 February 2021 for a copy of the partnership deed, he was told that the request would have to be approved by the farm partners, including Lord Hertford.

[95]Lord Yarmouth contends that a meaningful relationship with the trustees is not possible because of the family situation, which has ‘corrupted the trustees’. He rejects the suggestion that he refused, in his capacity as a partner of RHFP, to sign an indemnity and security agreement in relation to the security given for loans made to partners by Barclays Bank. The loan arrangements require any party who has taken out a loan to repay it, and Mr Hay explains that an over-secured party could require a borrowing party to repay or to provide additional security. The claimant’s position is that he was concerned about rising levels of debt and that his concerns were not being addressed by the trustees. He also contends that Barclays could still enforce over trust property in respect of a default by Lord Hertford. The delay in the execution of this document appears to have delayed the appointment of the current trustees, which eventually took effect in November 2021. At the hearing, Mr Burton also made the argument that the claimant was reasonable in refusing to sign the document because he may have been put at financial risk, i.e. if Lord Hertford was unable to repay his own borrowing.

[96]Mr Burton submitted that the proximity between the trust land and estate land required co-operation between the trustees and the estate, but not individuals who were like family members acting essentially as non-executive directors, and wedded to some of the beneficiaries because of their ties. He was critical of Lord Hertford’s evidence about the trustees, which suggests that their role is one of preserving Ragley estate. The trustees are said to be too close to Lord Hertford. Mr Hay is Lord Hertford’s first cousin, Mr Sewell is a family friend, as was his father (and is Lady Gabriella’s godfather), and Mr Lloyd is the father of a schoolfriend of Lord Edward. It is alleged that their independence, impartiality and objectivity is compromised and that they owe their position to their personal relationship with Lord Hertford.

[97]Finally, I should mention that, during the hearing, Mr Burton objected to Mr Sherwin’s suggestion that Lord Yarmouth had covertly photographed a letter sent to his grandmother, the Dowager Marchioness, by Mr Hay in December 2018. I understood that Mr Hay accepted the explanation given on behalf of the claimant, that his grandmother showed him the letter and expressly permitted him to photograph it and that there was nothing covert in his doing so. Nonetheless, the claimant’s position is that the fact the allegation was made is itself evidence of the breakdown in the relationship between the claimant and the trustees.

The position of the defendants

[98]The position of the (directors of the) trustees is that they are willing to stand down if the court considers that to be in the interests of the beneficiaries, and do not cling to office. Nonetheless, they defend themselves against any charge of wrongdoing, or of failing to discharge their duties as trustees correctly. Mr Hay indicates that the trustees recognise that all of the adult beneficiaries except for the claimant oppose the removal and replacement of the trustees, and takes the view that they are thus in the middle of his disagreement with the other five adult beneficiaries.

[99]In paragraph 13 of Mr Hay’s second witness statement, he says:

‘My co-directors and I fully accept that we will, in due course, have to engage with all the adult beneficiaries about suitable replacement directors and the timely and efficient handing over to new directors. That is very different, however, from the immediate removal of RTC and STC and their replacement by a trust company linked to a firm of solicitors proposed by William and unknown to the other beneficiaries, with no knowledge of the Trusts, at cost in terms of time and money to the Trusts, and in circumstances where the overwhelming majority of the adult beneficiaries do not want the Trustees’ removal and replacement. What the directors currently intend, subject to the views of all the beneficiaries, is that the three co-directors will retire over the course of several years, appointing new directors one-by-one so that they can familiarise themselves with the Trusts, the assets of the Trusts, and, very importantly, the beneficiaries. The current directors have between them extensive experience of the background to, and assets of, the Trusts and this staggered retirement process will ensure a smooth transition over a reasonable period of time, where the expertise and experience of the directors can be passed onto their replacements when the time is right.’

[100]This reflects what has been suggested in inter partes correspondence in the months leading up to the final hearing. The defendants indicate that they had hoped the claimant would engage in discussion as to replacement directors in accordance with this proposal, but he has not done so.

[101]The other beneficiary defendants support the trustees remaining in office and seek the dismissal of the claim accordingly. Lord Hertford expresses a concern that new trustees might sell up or divide the estate, which would be contrary to what he describes as the ‘generational nature of the Trusts and Ragley Estate as a whole’, and that they would not have a feel for the place and might regard it as just any business. He considers that his son’s real grievance is that he has not taken over the running of Ragley Hall at the age of 30, and that new trustees would not address that grievance.

[102]In responding to the claim on behalf of the trustees, Mr Sherwin relied first on the terms of the three settlements in question, as well as drawing my attention to the letters of wishes mentioned above. Each has provisions which either relieve the trustees of the duty to diversify the investments of the trust or relieve them of liability for breach of duty in that regard, as follows: i) Clause 9 of the ST2 trust instrument provides:

‘THE Trustees shall not be bound (in exercising the powers conferred on them by the last foregoing clause or otherwise) to have regard to any statutory or other requirement as to diversification of investments belonging to a trust nor shall any beneficiary hereunder be entitled to compel the sale or other realisation of any property not producing income or the investment of any part of the Trust Fund in property producing income’ ii) Clause 10 of the ST4 trust instrument provides: ‘IN the professed execution of the trusts hereof no Trustee shall be liable for any loss to the trust premises arising by reason of any improper investment made in good faith or for any failure to diversify the investment of trust moneys hereunder if such non-diversification was considered to be in the interests of the person interested therein….’ iii) Clause 9.4 of the 8th Marquess’s will, in which 8MWT was constituted, provides: ‘My Trustees shall be under no obligation to any Beneficiaries to invest in any income-producing assets or to diversify their investment of trust monies.’

[103]Mr Sherwin also relied on the fact that Lord Hertford has the power of appointment of trustees of ST4 during his life, a point not acknowledged by Mr Burton, who had suggested that Lord Hertford’s involvement in such appointment at all was wrongful, and therefore a ground for removal. This is said necessarily to explain his role in the appointment of all trustees as the same trustees have (at least most recently) been appointed in relation to all of the trusts connected with Ragley. Further, as a result of the 4 July 1983 deed of appointment, the certain powers exercisable by the trustees of ST2 are subject to Lord Hertford’s consent, and the overriding power of appointment is vested in him.

[104]Mr Hay explains in his first witness statement that the trust property of ST2 and 8MWT was settled in 1997 and 1998 on to discretionary trusts for the benefit of Lord Hertford’s children, subject to powers of revocation and (re)appointment in favour of beneficiaries identified by reference to their relationship to Lord Hertford. ST4 was subject to such trusts from the outset after its creation in 1993. The trusts were in such form in order to take advantage of the provisions of section 71 of the Inheritance Tax Act 1984, which (until the Finance Act 2006) permitted the creation of accumulation and maintenance trusts with beneficial inheritance tax treatment, provided the beneficiaries obtained a vested right to income by the age of 25.

[105]The claimant’s general complaints about the approach of the trustees to the administration of the trust concern, first, the attitude that views the trust as dynastic and favouring the retention of land surrounding Ragley Hall and, secondly, the operational connection between the estate and the trusts, whose lands are contiguous.

[106]On that point, Mr Sherwin referred to the terms of the trusts in relation to diversification and to historical meeting minutes in 2009 and 2012 showing that the trustees, although not under a duty to do so (at least in the case of ST2 and 8MWT), have considered diversification. In 2009, the then trustees considered buying flats in London for the children. They also noted that Lord Hertford wanted all grandchildren to be provided for equally and for their education and healthcare to be paid out of the trusts, said to be a £3m commitment at 2009 prices. Mr Hay notes that the feasibility of the provision sought by the beneficiaries for their children will need to be assessed as against the extent of the financial commitment that might impose on the trusts.

[107]A strategy meeting on 17 May 2012 with the then trustees and, among others, Mr Granger in attendance considered similar issues, including the future of the Ragley estate. This was not a trustee meeting. Mr Granger suggested that, despite uncertainties, it is unlikely the trustees would have acted differently when looking back. Mr Hay said that the key objective was to get the Hall/Estate to a break-even situation and to stem recent losses. He said the farm was operating profitably, and that consideration should be given to disposing of certain peripheral properties. It was also recorded that the overall direction was one of ‘gradual’ diversification away from rural property, starting with the acquisition of the London properties for the children.

[108]The bulk of the trust assets is held in land at and surrounding Ragley. I have referred above to the brief Savills report obtained by the trustees showing the combined value of the trust property at Ragley now to be some £42 million. Mr Hay says this in his first witness statement:

‘72. … the assets of the Trusts are mainly land, that comprises a historic landed estate. Specifically, the Trusts’ assets comprise 2,607.4 acres of agricultural land, 38 residential properties, 8 commercial properties and 538.6 acres of woodland. This land has a substantial capital value which has been preserved at low risk in the interests of all beneficiaries. It was not the intention of any of the settlors of the Trusts that the land would be sold and invested in a potentially higher risk portfolio of income producing investments. The Trusts were intended to retain the land for the benefit of the family into the future. Its management therefore involves taking a long-term view, which the Trustees have always done, with the benefit of all appropriate professional advice.’

[109]Mr Sherwin points out that, in the first letter sent by Shakespeare Martineau on behalf of the claimant to a number of parties other than but including the trustees, on 26 September 2018, it was acknowledged that there was a practical need for Lord Hertford and the trustees to work together. This was the letter referring to doubts about Lord Hertford’s capacity. It was also asked on behalf of the claimant, ‘for a clear and unqualified assurance that there is no intention to sell Ragley Hall and/or the Ragley estate.’ The letter went on, ‘For the record, our client would object to a sale in the strongest terms. If that decision has/is/would be made on his father's behalf, our client does not believe it is in his father's or his family’s best interests.’

[110]In paragraph 72 of Mr Hay’s second witness statement, he adds this:

‘72. We do not seek simply to preserve the “Ragley estate”, and certainly do not have any views regarding Ragley Hall. We deal with the Trusts’ assets on the basis I have explained. The outcome has been very considerable capital growth, and significant distributions to the adult beneficiaries.’

[111]Lord Herford also comments on the way in which the trustees and the estate interact, in his second witness statement:

‘9. An example of co-operation with the trustees was the appointment of Charles Granlund (‘Charles’). Charles is now the Estates Director at Ragley and is an employee of Savills. Charles was appointed after a decision was made to appoint a company for the job after Charles’ predecessor, Alan Granger (who was a direct employee of the Ragley entities) left. A beauty parade was held, following which Savills was successful. The role involves the management of the entire estate on behalf of the separate owners. This means working for the trustees to manage the Trust land and working for me to manage my privately owned land/entities. This is an example of the trustees and I working together to make this joint appointment for the benefit of the Trust land and my land/entities. 10. As with any significant sized legacy landed estate there are times when the various entities and their stakeholders (owners, trustees, beneficiaries, employees, customers) are best served when there is close coordination and collaboration. Three further examples of many at Ragley are as follows: 10.1. The Farm is a partnership comprising individuals and trusts, which are brought together under a farm partnership agreement to pool land and capital, to farm at greater scale and efficiency, for the benefit of all the partners. The scale results in economies, better management and a reduction in risk, compared to each entity farming on a smaller scale. The terms of the partnership are arm's length and profit shares determined on advice, and taking into account the land, capital and time committed. 10.2. The Estate office is, generally, staffed by people who are jointly employed by all the main entities/individuals at Ragley, with their overall costs being allocated in accordance with time spent between the various different parties involved, for the mutual benefit of all. 10.3. The finance team in the Estate office and those who advise us are, and have long been empowered by me, and separately by the Trustees, to ensure that all income and expenditure is properly and appropriately recorded as belonging to the correct entity and that shared costs are properly and appropriately allocated to the correct entity. These include employee costs, and adjustments and recharges where an employee of one entity, for example, is housed in a property owned by another entity. It is totally wrong to suggest that this is all muddled up. Great care is taken to avoid any such muddling, and always has been.’

[112]The trustees rely on a witness statement of Mr David Nelson, a chartered accountant and partner of Dixon Wilson, at whose offices it is clear from the file meetings have often taken place. Mr Nelson’s evidence was not directly challenged by Mr Burton. Mr Nelson said the following:

‘8. As a very regular attendee at the Ragley Estate meetings over 10 years, and as advisor to the trustees and, separately, to Lord Hertford in relation to their ownership of the various components of the Ragley Estate, I do not agree with Lord Yarmouth’s assertion that the trustees simply followed Lord Hertford’s bidding, rather than act properly and independently in their capacity as trustees of the respective trusts. Indeed, I find it difficult to see how any objective observer of the meetings I attended (at which Lord Yarmouth was also usually present) could come to that view. The meetings I attended were proactively chaired by Andrew Hay, and trustee decisions were taken by the trustees. 9. In my experience it is very often the case that the separate owners of elements of an Estate (often trustees and members of the relevant family) manage their assets collectively by jointly employing people in an Estate Office. This is the case at Ragley where there is a shared resource to administer the various assets and businesses. This approach reduces costs, and aids efficiency. 10. Given this arrangement it would be inefficient to then hold recurring management meetings for each of the different owners separately when the main purpose of those meetings is to receive reports and question the jointly employed staff. Holding meetings covering a number of trusts, and individual owners’ assets and businesses together is in my experience common on landed estates, so I do not regard the arrangements made at Ragley to be unusual. 11. A key element of any such shared resource arrangement is to ensure that the cost of this general Estate Office resource is then allocated appropriately so that every owner pays their fair share of collective costs, and not too much. Part of Dixon Wilson’s annual review of the accounts was and is specifically to ensure that the allocation of such costs was appropriate.’

[113]Mr Hay, in his first witness statement, explains how the trustees operate:

‘60. We usually have three formal trustee meetings a year which our advisors attend and give us all appropriate advice (we take estate advice from Savills, legal advice from CRS, accounting advice from Dixon Wilson and also take advice from a professional agronomist firm in relation to the farming activities) and additional offsite strategy meetings at which we consider future planning for each of the Trusts, including tax planning, and ad hoc matters arising. Great care is always taken to consider the distinct interests of the Trusts and respective beneficiaries.’

[114]The Ragley Home Farms Partnership accounts to April 2022 show that the main source of income for the trusts is farming. Between them, ST2 and ST4 have a 41% share in the profits and losses of the partnership. There are arable and sheep trading accounts, and the notes also show limited other sources of income. Trading profit increased from £609,000 to £978,000 between 2021 and 2022.

[115]The trustees’ position on the allegation that there has been an inadequate investment return is to defend their policy of preserving the Ragley estate, to refer to the capital appreciation, and to say that income-generating potential has been exploited where possible, with reference to RHFP and to residential properties that have been let. There has been no real explanation of how Lord Yarmouth has achieved the return he contends he has achieved at Cock Bevington, and that is in any event over only a very short period. The position is summarised in Mr Nelson’s witness statement:

‘13. With all due respect [the claim that the trustees should have achieved a greater investment return] seems to me to overlook the nature of the assets given to the trustees to manage and the fact that they were given parts of one Estate. I do not therefore think that it is reasonable to compare the financial return from those assets to what a theoretical return might have been if the trustees had held the equivalent value in diverse liquid assets. That does not reflect the nature of the assets which were settled on these trusts. 14. The accounts show that the trusts have generated a combination of income and (significant) capital growth. Some of this capital growth which has been realised and paid out to beneficiaries and the majority of which is retained within the trusts.’

[116]Mr Hay denies that the purpose of the (ineffective) 2009 deeds was to deprive William from benefiting from the trusts. He says that, by then section 71 of the Inheritance Tax Act 1984 had been repealed, and that such trusts had lost their tax advantage. Mr Hay then explains that the purpose of the 2009 deeds was to return the trusts to being the dynastic discretionary trusts they had initially been, although for a more restricted class of beneficiaries (in the case of ST2 and 8MWT) than had originally been the case.

[117]Mr Hay states that the 2023 appointments made in relation to each settlement were carried out as, in the absence of tax benefits:

‘…it was appropriate to return the trusts to the discretionary trusts which (for ST2 and 8MWT) they had been on their creation, albeit with a smaller class of beneficiaries (limited to Lord and Lady Hertford and their issue as opposed to being for the 8th Marquess’s issue) so that the Trustees had the ability to benefit one or more of Lord Hertford’s nuclear family, including the future generations of that family (once born), according to circumstances and needs in the future. Including Lord and Lady Hertford in the class of discretionary beneficiaries (about which William complains…) simply reflects that ST2 and 8MWT were created for the benefit of the 8th Marquess’s family, which includes (but is wider than) Lord Hertford and his family.’

[118]The trustees deny that there has been any failure to account to the beneficiaries for income from the trusts to which they have become entitled. A schedule of income arising since 2009 has been produced setting out the sums to which Lord Hertford’s children have been entitled, taking into account what has been called ‘catch-up’ income, being income accounted for in the period from 2009 to 2023.

[119]As recorded in the minutes of the trustees’ meeting on 2 June 2009, Lady Hertford was responsible for her children’s own cash and savings when they were children. Mr Hay’s evidence records also that income distributions from the trusts were held by Lady Hertford on bare trust; this is said in connection with the funds used to purchase 8 Rowallan Road for Lord Yarmouth, where £113,357 was said to have been so held by Lady Yarmouth and then used for that purpose. The claimant has not made any other specific allegation of income or expenditure not being properly accounted for.

[120]Mr Hay also refutes the suggestion that the trustees had demanded the return of properties which had been appointed to him. Mr Sherwin submitted that Lord Hertford was obviously not being serious when he said to his son that this had been suggested. It was said in the context of a difficult conversation on 18 July 2018 when Lord Hertford had just explained various ways in which he considered that Lord Yarmouth had caused offence. When Lord Yarmouth asked whether the only way the properties could be returned would be if he signed them over or sold them, his father agreed.

[121]Mr Hay suggests that, until around 2017 when the claimant got engaged, he was not much interested in the trusts or in the operation of the estate. Lord Hertford gives evidence to similar effect, suggesting that, ‘it was like he had promised Kelsey that they would be moving into Ragley Hall, he was persistent. Around this time William also began to take a keen interest at Trustee meetings, which was a significant change compared to his lack of interest up to this point.’

[122]Mr Sherwin referred me to a number of emails passing between the claimant and others in around 2017 to 2018, at a time when Lord Yarmouth sought to be involved in the administration of the trusts and of the estate. Mr Hay expressed a concern to the other trustees and to Lady Hertford in August 2017 that the claimant was seeking to ‘run Ragley’. Lord Yarmouth asked for a more formal role later in 2017, and Mr Hay indicated that they would seek to find one. Privately, at that time he expressed the view that Ragley was not in as bad a state as Lord Yarmouth suggested and that he would need to start at or near the bottom, and there would be no role for his fiancée.

[123]There was then further email communication in January 2018, with Mr Hay proposing a business development role with specific tasks attached, and Lord Yarmouth writing to express disquiet that he might have been deliberately excluded from searches for new potential partners. Mr Hay responded on 2 February 2018, saying that there had been no such searches, and no response to the suggestion that specific tasks be undertaken, and that Lord Yarmouth should build relationships with Mr Granger and Mr Pringle ‘rather than firing off emails from a distance’ as it was difficult to involve him when they had difficulty in getting hold of him.

[124]In his response two days later, Lord Yarmouth said:

‘Laying aside bullying and patronising, which at times I do feel, I do not seek to complain. I do seek to be constructive and to contribute. If I have been clumsy in seeking to do so, then I apologise. I do not think that cleaning the lavatories, as Alan has suggested to me as one of the tasks he thinks I should start doing, would necessarily fit the bill. Perhaps a better way, I believe, would be for me to ask, where I can and as best I am able, some pertinent, relevant and if necessary, yes, searching questions. I will also of course seek to contribute to solutions as well, as I said in my previous email I am ready to do. This fits with your recommendation that I should be engaged more with business development. I will always do this with the best of intent.’

He also said he had detected an element of irritation in Mr Hay’s response, and that ‘exchanging emotional emails is in no one’s interest.’ He asked for a meeting, ‘to talk about how we might create a more constructive relationship between us’.

[125]Mr Dew described the claimant’s email by saying that it ‘was so rude that even he considered it necessary to apologise’, as he did a few days later.

[126]In the spring of 2018, there was discussion about whether the claimant could assist in improving income from shoots which take place on the estate, at Cold Comfort Farm. He produced an analysis, suggesting that the events could seek to become membership events. Both Mr Hay and Mr Sewell responded, indicating that the issue could be considered further, but with Mr Hay pointing out some of the difficulties in making estate shoots commercially successful, which had already been considered. Mr Hay suggests there was never any further response from the claimant. It appears that this was the limit of the extent of his work on Ragley operational or management matters.

[127]As recounted above, it was around this time that Lord Yarmouth began surreptitiously recording his conversations with his parents and the estate management team, and that his relationship with his parents rapidly deteriorated. In a recorded conversation with Mr Pringle on 1 May 2018, he said that there was ‘a battle to come’, and that, ‘undoubtedly there will be [a] me questioning shall I say of leadership and direction’. When speaking to Mr Granger on 3 September 2018 the claimant complained that, in light of his attempts to make suggestions on how to improve income on the estate and his parents’ spending, ‘it almost feels like for me I need to do a hostile takeover before I can turn [it] around and be somewhat profitable’. He did not have any relevant qualifications or professional experience to do this.

[128]As far as the issue concerning the Ragley Woodlands is concerned, Mr Sherwin suggested that the claimant’s complaint was, on analysis, about the fact that he had been appointed this asset absolutely in the first place. The recorded conversation with Mr Granger shows that he was aware of the lease arrangement with his father, which had been formally drawn up by CRS in 2017, albeit with the rental figure not yet agreed, albeit a figure had been proposed. When Shakespeare Martineau first wrote formally on the claimant’s behalf, they did not object to the lease of the Ragley Woodlands to Lord Hertford; rather they asked that its terms be complied with.

[129]The trustees say that the land was not previously transferred to Lord Yarmouth because of the access issues, and CRS advised him that (in the absence of a continuing lease) the woodlands would be landlocked if access issues were not agreed before a transfer of title. On 20 February 2020, after correspondence threatening what were to become the 2020 proceedings, CRS wrote that the trustees would transfer the land under heavy threat of litigation, but that the request ignored the position on the ground despite the deficiency to the claimant that would result.

[130]Mr Sherwin then relied on correspondence sent by CRS shortly after the Tomlin order had been agreed, suggesting to Shakespeare Martineau that access issues be resolved through land agents.

[131]It is the trustees’ position that any ‘nightmare’ on the ground (as Mr Granger described it when speaking with the claimant in September 2018) arises because of the way in which the land was divided into separate parcels by the 8th Marquess. It is their position (perhaps contrary to what Mr Granger suggested in the conversation just mentioned) that the trustees do not, save for one parcel of land, require access to the (claimant’s) Ragley Woodlands in order to administer the trusts. The problem is one for the claimant; a problem which they have been and are willing to discuss with him but which he appears to be unwilling to discuss with them. Mr Sherwin characterised the claimant’s position as one of demanding rights but saying that he would not give any himself. His real complaint, put this way, is about the property which was given to him in 2010, in very different circumstances and when the current intra-family strife could not have been anticipated.

[132]The trustees further suggest that the claimant is not entitled to raise the settlement of the 2020 proceedings now, as the settlement agreement which was attached to the Tomlin order made in those proceedings recorded that it was in full and final settlement of all the claimant’s claims against the defendants relating to or arising out of the subject matter of the claim.

[133]In short, the trustees say that the trusts themselves, and their beneficiaries, are accordingly not imperilled by the existing impasse between the claimant, the trustees and Lord Hertford. The fact that the claimant has access difficulties is a result of his demanding the transfer of the land without those issues being resolved first, and of his failure either to engage with the analysis set out by CRS as to the scope of the access rights, or to negotiate with the trustees. Lord Hertford appears to have had his right of way through the woodlands physically blocked by his son (as referred to in correspondence from CRS on 23 February 2021), but that is not an issue directly affecting the trusts. The claimant indicated in correspondence in May 2022 that he is willing to maintain relations until the access issues are resolved, and there has been no flashpoint since that letter was written.

[134]Mr Sherwin submitted that the claimant’s delay in signing the partnership bank indemnity documents delayed the appointment of new trustees by two years. He was first asked to sign on 26 February 2019, so that documents relating to existing loans from Barclays made in 2016 could be reissued. This was in connection with the decision to appoint corporate trustees of the trusts, with largely the same individuals who had been trustees acting as directors, but with one to be replaced by Mr Lloyd. The impasse over this issue then overlapped with the 2020 proceedings concerning Ragley Woodlands.

[135]CRS explained to Shakespeare Martineau on 18 September 2020 that Barclays had initially agreed to all the trust land and Lord Hertford’s land being transferred to new trust companies, with declarations of trust recording the different land holdings and avoiding the need for any legal charge to be executed by all trustees. This also explained why Lord Hertford was initially a director of the trust companies (i.e. the first and second defendants). Barclays, however, changed their position and insisted upon any legal charge being signed by the individual trustees; the partners also had to sign. CRS also provided a copy of the partnership deed with that letter. Mr Sherwin submitted that this made the claimant’s later request for a copy of that deed confusing; it was clearly not the trustees’ position that he was not entitled to a copy.

[136]Mr Hay explains that the initial indemnity and security agreement, which fell to be re-executed, was made in March 2017 and signed by the then RHFP partners, including the claimant. He says that there is no prejudice to the trusts from the arrangement, as Lord Hertford has significant assets to meet his obligations and to repay the debt. He owns Ragley Hall, plus he has contributed his own agricultural land into the partnership, where it is valued at around £6 million. Lord Hertford also owns his share in the partnership itself. The claimant was expelled from the partnership on 11 February 2021, Mr Hay says, because he ‘failed to sign the various updating loan documents which created a problem on the re-financing and as he was failing more generally to participate constructively or take an active interest in the RHF[P]’.

[137]As far as Lady Yarmouth’s request for consideration of payment of school fees is concerned, Mr Sherwin pointed out that these communications coincided with the hostile 2020 proceedings and need to be read in that context. This, he said, may explain the formality of the exchanges from Mr Hay’s side. The correspondence should not be seen as evincing an intention not to provide any support to Lord Yarmouth’s family. Mr Hay confirms in his second witness statement that the trustees have not formed any intention not to benefit them and refers to their addition as beneficiaries in 2023, when the error with the 2009 deeds was dealt with.

[138]I should also note that Mr Hay confirms that Lord Yarmouth has not received any discretionary payments since 2019 (the trustees then understanding that the trusts were discretionary) because the trustees have taken into account, ‘the very significant assets that William has received historically from the Trustees and Lord Hertford’. In particular, Mr Sherwin referred to Lord Yarmouth’s receipt in 2021 of the final payment from the development of the Alcester land, from which he was paid around £2.4 million.

Discussion

[139]The test the court should apply on an application to remove trustees is very well established. It was summarised by Newey J in the following way, in Brudenell-Bruce v Moore

[2014] EWHC 3679 (Ch)

‘252. When deciding whether to remove a trustee, the Court's “main guide must be the welfare of the beneficiaries” (Lord Blackburn in Letterstedt v Broers (1884) 9 App Cas 371, at 387, giving the judgment of the Privy Council). 253. Proof of actual misconduct on the part of a trustee can potentially warrant his removal. A passage from Story's “Equity Jurisprudence” that was quoted in Letterstedt v Broers (at 385-386) is relevant here. The passage reads: “But in cases of positive misconduct, Courts of Equity have no difficulty in interposing to remove trustees who have abused their trust; it is not indeed every mistake or neglect of duty, or inaccuracy of conduct of trustees, which will induce Courts of Equity to adopt such a course. But the acts or omissions must be such as to endanger the trust property or to shew a want of honesty, or a want of proper capacity to execute the duties, or a want of reasonable fidelity.” 254. As is apparent from this passage, breach of duty on the part of a trustee will not necessarily dictate his removal, and, conversely, a trustee can be removed without having committed any breach of duty. Re Wrightson [1908] 1 Ch 703 illustrates the former point. Warrington J there concluded (at 803): “The trustees were undoubtedly guilty of a breach of trust, and they undoubtedly … expressed views which have occasioned the blame which has been attached to the trustees both by Buckley J. and myself, but, having regard to the fact that the Court has now the power of seeing that the trust is properly executed, to the fact that a large proportion of the beneficiaries do not require the trustees to be removed, and further (and this is of great importance), to the extra expense and loss to the trust estate which must be occasioned by the change of trustees, I think it would not be for the welfare of the cestuis que trust generally, or necessary for the protection of the trust estate, that these trustees should be removed.”’

[140]On the point that not every default will justify removal, as Park J said in Isaac v Isaac

[2005] EWHC 435 (Ch)

at [73]:

‘73. I will now move on and consider the various allegations which are made against Giles, which I believe can usefully be classified under seven heads. As I will explain I do not think that there is anything much in any of them, but in any event I remind myself of the statement in Lewin [then 17th edn], para 13.46: “.. it is not every mistake or neglect of duty or inaccuracy of conduct on the part of a trustee that will induce the court to adopt such a course [the course of removing him].” Thus it is not the case that, if Mr Leech can identify any respect in which some act or omission by Giles as trustee merits criticism, I should automatically remove him from office. Some trustees slip up occasionally, but it does not follow that, if an application is made to the court, the court is obliged to remove them.’

[141]Returning to the Brudenell-Bruce case, Newey J continued as follows:

‘255. That it can be appropriate to remove a trustee who has committed no breach of duty is evident from Letterstedt v Broers. In that case, Lord Blackburn said (at 386): “It seems to their Lordships that the jurisdiction which a Court of Equity has no difficulty in exercising under the circumstances indicated by Story is merely ancillary to its principal duty, to see that the trusts are properly executed. This duty is constantly being performed by the substitution of new trustees in the place of original trustees for a variety of reasons in non-contentious cases. And therefore, though it should appear that the charges of misconduct were either not made out, or were greatly exaggerated, so that the trustee was justified in resisting them, and the Court might consider that in awarding costs, yet if satisfied that the continuance of the trustees would prevent the trusts being properly executed, the trustees might be removed. It must always be borne in mind that trustees exist for the benefit of those to whom the creator of the trust has given the trust estate.” Lord Blackburn went on (at 386): “As soon as all questions of character are as far settled as the nature of the case admits, if it appears clear that the continuance of the trustee would be detrimental to the execution of the trusts, even if for no other reason than that human infirmity would prevent those beneficially interested, or those who act for them, from working in harmony with the trustee, and if there is no reason to the contrary from the intentions of the framer of the trust to give this trustee a benefit or otherwise, the trustee is always advised by his own counsel to resign, and does so. If, without any reasonable ground, he refused to do so, it seems to their Lordships that the Court might think it proper to remove him ….” 256. In Kershaw v Micklethwaite [2010] EWHC 506 (Ch), [2011] WTLR 413, I expressed the view (at paragraph 11) that: “a breakdown in relations between an executor and a beneficiary will be a factor to be taken into account, in the exercise of the court's discretion, if it is obstructing the administration of the estate, or even sometimes if it is capable of doing so”. When deciding whether a trustee should be removed, a breakdown in relations between the trustee and a beneficiary must, as it seems to me, be taken into account in similar circumstances. On the other hand, “friction or hostility between trustees and the immediate possessor of the trust estate is not of itself a reason for the removal of the trustees” (Lord Blackburn in Letterstedt v Broers, at 389). In National Westminster Bank plc v Lucas [2014] EWHC 653 (Ch), Sales J observed (at paragraph 83): “There are many contexts in which trustees or those in equivalent positions, such as personal representatives of a deceased person, have to make judgments which involve striking a balance between different competing interests and which may thus adversely affect some persons claiming under the trust or in respect of the estate of the deceased. It is to be expected that in such cases there will often be an element of friction between the trustee or personal representative and those disappointed by their decisions. This is not in itself a good ground to remove the trustee or personal representative from their office.”’

[142]Whilst it was Mr Burton’s position that the claimant was not responsible for what is said to be the breakdown in trust and confidence between him and the trustees, he submitted that a beneficiary can rely on a dispute he himself has manufactured as the basis removing the trustees. That is, prima facie, a most unattractive proposition.

[143]The facts of the Brudenell-Bruce case itself are instructive in this regard. Newey J removed one of the trustees, even though he was very critical of the claimant in that case, the Earl of Cardigan, who was described as a principal beneficiary of the estate in question. He said that the lion’s share of the responsibility for the breakdown in the relationship should be laid at Lord Cardigan’s door, but it was clear that significant criticism was also directed at the trustee. Furthermore, whether or not he was to be criticised in this regard, the trustee had initiated or assisted in a large number of criminal accusations against Lord Cardigan. Despite that, and despite the receipt of unjustified remuneration from the trust assets, Newey J indicated that he was sure that in different circumstances the trustee would have performed his duties perfectly well: see at [258]–[260].

[144]What is also instructive about the Brudenell-Bruce case is that the other trustee was not removed from office. Newey J held that the estate had lost sums totalling £64,225 as a result of the trustees’ failure to repair and re-let one property and to take steps to obtain possession of another (see at [242]). The way in which he explained at [263] why he was not minded to remove one of the trustees sets out factors which are, in my view, relevant to the present case:

‘263. The position is rather different as regards Mr Cotton. Mr Cotton has considerable expertise and experience in trust matters, and, while I have found him to have failed in his duties in relation to Sturmy House and Little Lye Hill Cottage, he was not much involved in matters relating to the former and his approach to Lord Charles Brudenell-Bruce's occupation was understandable. Moreover, relations between Mr Cotton and Lord Cardigan are nothing like as bad as those between Mr Moore and Lord Cardigan. In fact, Mr Cotton had not met Lord Cardigan many times before this trial; Lord Cardigan has himself said that he has no personal animosity to Mr Cotton; Mr Cotton explained during his oral evidence that he would like to have “a cordial relationship, a friendly relationship” with Lord Cardigan; and Mr Cooper accepted during closing submissions that Mr Cotton had done his best to remain professional. Mr Cooper submitted that Mr Cotton had not tried to get onto Lord Cardigan's wavelength, but Lord Cardigan can hardly be said to have made that easy and I am inclined to think that Lord Cardigan would have fallen out to at least some degree with more or less any trustee who disagreed with his views on the future of the Trust. Further, Viscount Savernake and Mr Ford are keen for Mr Cotton to stay on as a trustee, and there is force in Mr Ford's comment (see paragraph 68(ii) above) that keeping at least Mr Cotton as a trustee would provide an element of continuity and save expense. The replacement of Mr Cotton would inevitably have cost implications as his successor (who would be bound to be a professional) would have to spend time familiarising himself with matters relating to the Trust.’

[145]Despite the fact that the claimant’s position was that trust and confidence had broken down, Newey J did not consider that a removal order should be made. I would also note that the Earl’s father, the Marquess of Ailesbury, had indicated his view that, ‘the level of hostility which now exists between [Lord Cardigan] and the two of you as Trustees to the estate has reached a level whereby all objectivity has been lost and the Trust simply does not and cannot function in anything like the way my Father and I envisaged it should at the time of establishing it’. A subjective belief to such effect by a beneficiary by no means leads inexorably to the removal of a trustee. It does not obviate the need for the court to assess whether the claimant has established that the safety of the trust assets or the welfare of the beneficiaries as a whole requires the replacement of one or more trustees.

[146]Another example is found in Isaac v Isaac, which I have mentioned above. There, a trustee resigned voluntarily after proceedings were issued but before trial, and the court was concerned only with the question of costs. The claimant beneficiaries had sought the defendant’s removal as trustee for years, in what Park J described as a ‘protracted and continuing family feud’. He held that the claimants were the ‘original and continuing aggressors’ but that the defendant had ‘retaliated from time to time with aggressive steps of his own’ (see at [19]). Nonetheless, finding no serious wrongdoing to have been established, Park J concluded that if the claim had gone to trial, he would not have removed the defendant trustee. This seems to me to be a riposte to the argument that a claimant can manufacture a dispute with a trustee and then rely on that dispute to seek the trustee’s removal. I consider that it also shows that animosity and even aggression between trustees and a beneficiary does not lead without more to the removal of the trustees. The willingness and ability of the trustees to perform their role properly despite the circumstances are the key factors.

[147]As the statements of the applicable test make clear, determination of what is required in the interests of the welfare of the beneficiaries as a whole may turn on positive findings of misconduct, but the nature of the relationship between the trustees and the beneficiaries is also material even in the absence of findings of misconduct (and not every mistake will justify removal). In this case, Lord Yarmouth relies in my assessment on three types of allegation, which in some ways overlap. First, he alleges some positive breaches of duty, such as the allegation that trust money has been paid to Lady Hertford when she was not a beneficiary. Secondly, he alleges that the trustees are not taking an adequately broad approach to their duties. This allegation perhaps most obviously finds its form in the claim that the trustees are too wedded to the preservation of the Ragley estate and that they have failed to consider other ways of making income. This encompasses a claim that the trustees have breached their duties, but also that they are not acting generally in the interests of the beneficiaries as a whole, because of their adherence to the wishes of Lord Hertford. In this way, this second type of allegation overlaps with a third, which is that the welfare of the beneficiaries as a whole is prejudiced by the continuation in office of the trustees and that they are antipathetic to the interests of Lord Yarmouth and his family. This third type of allegation encompasses the allegation that the breakdown in the claimant’s trust and confidence in the trustees, or the friction between them, itself justifies removal.

[148]The parties also made submissions on the question whether the court had jurisdiction to make an order removing or replacing the directors of the trustee companies, while leaving the companies in post as trustees. Counsel were agreed that the court does not have such jurisdiction, in light of authority indicating that a director of a corporate trustee of a trust generally owes no duties directly to the beneficiaries of the trust and the rights of the company are not generally held on trust for the beneficiaries: see Gregson v HAE Trustees Ltd [2009] 1 All ER (Comm) 457. Given my decision on the claim, this is not a point I need to decide.

[149]I have analysed the arguments for removal in this way to make clear that I have considered each of them with each of the overlapping aspects in mind.

[150]I will at the outset indicate that I proceed on the basis that I assume two points in the claimant’s favour. First, I will assume that the trustees have been in office throughout the period of the allegations raised by the claimant. Whilst the current corporate trustees were appointed only in 2021, two of the three directors were each in post as trustees of at least one trust throughout that period. Mr Sewell was appointed a trustee of ST4 in 1994, and Mr Hay as a trustee of 8WMT in 2006. Furthermore, the claimant indicated in correspondence (pre-2021) that he regarded Mr Hay as the lead trustee. Whilst Mr Hay denied this characterisation and indicated that the trustees acted collectively, it seems from the correspondence and from Mr Hay’s role in this litigation that the claimant’s perception was not an unreasonable one and that Mr Hay has been (quite properly) fully involved in all of the trustees’ actions where he has been a trustee. With this point in mind, where I refer below to the trustees, I am referring to the trustees at the date on which the events in issue took place.

[151]Secondly, I proceed on the assumption that there is no estoppel arising from the agreement scheduled to the Tomlin order settling the 2020 proceedings, which provided that it was made in full and final settlement of all the claimant’s claims against the defendants relating to or arising out of the subject matter of that claim. In any event, when I pressed Mr Sherwin as to how such an estoppel would operate given that there were different parties to that agreement, I did not understand him seriously to maintain the argument.

[152]Having made those two points, I would also indicate that historical allegations of events of several years ago will tend to be less relevant than evidence of recent events or of continuing conduct. That is because the court is concerned with the safety of the trust assets and the welfare of the beneficiaries in the future. A default occurring well in the past is of course relevant to that assessment but may be less likely to signify a future risk.

[153]I indicated at the hearing without opposition that I proposed to deal with the complaints of the claimant in the way in which they were presented by Mr Burton at the hearing, rather than by traversing the 58 grounds seriatim. Early in his submissions opening the claim, when discussing the Ragley Woodlands, Mr Burton indicated that he had selected themes based on evidence that was not contested. I will focus in this judgment on the claim as it was presented (and defended) at the hearing, and do not seek to deal with every allegation contained within the witness evidence.

[154]As the lengthy summary above of the position adopted by each of the claimant and the trustees should make clear, and despite what was said by Mr Burton in opening, the evidence relied on by the claimant was very much contested. I consider that to have been apparent from the detailed evidence filed on behalf of the trustees. No party elected to seek permission to cross-examine any of the witnesses who had filed witness statements. The assessment I have carried out as to the welfare of the beneficiaries does not, accordingly, involve a resolution of disputed evidence between witnesses of fact based upon any oral testimony, but a consideration of the documentary evidence. In this case, the hearing bundle ran to well over 2,000 pages. The extensive contemporaneous documentation has enabled me to assess the merits of the positions expressed by the parties in their lengthy witness statements. In particular, my view as to the breakdown in the relationship between the claimant and the trustees, its effect, and its likely continuing effect in the event that the trustees are not replaced, is heavily informed by a consideration of the documentary record of the interactions between them, both directly and through intermediaries. This has enabled me to put the statements in the witness statements in context, rather than the claim being decided simply on the basis of witness statements which have not been tested in cross-examination.

[155]Connected to this point, it is also material that no claim for breach of trust has been made. The claim has been pursued only as a claim for removal, pursued by Part 8 claim. Claims for removal of trustees (as opposed to claims for removal of personal representatives, whose duties are more temporary and intended to be carried out as expeditiously as possible) are often combined with a claim for breach of trust, as in Brudenell-Bruce, where some breaches were made out, and relief in respect of them was granted together with the removal of one trustee, but not the other.

[156]I consider it most expedient to state my conclusions on the complaints pursued by the claimant by theme, which is how all parties addressed me at the hearing. I will do so following the order of the grounds for removal, which is how Mr Sherwin structured his skeleton argument. Mr Burton did not explicitly rely at the hearing on the document served in accordance with my 22 October 2024 order, categorising the grounds of removal into overarching grounds.

The Ragley Woodlands allegations

[157]I consider that the principal cause of the difficulties which have arisen in relation to the Ragley Woodlands is that the trustees of 8MWT made an appointment to Lord Yarmouth of the woodlands in 2010, at a time when he was still a minor, and when there was no anticipation of future family disharmony. This is itself clearly not any reason for removal; none of the other beneficiaries complain that this appointment was made and it benefited the claimant. The claimant has been given a valuable asset, even if its value is presently compromised by access issues.

[158]A problem in this regard really arose in 2018 when the relationship between Lord Yarmouth and his parents rapidly deteriorated. Once that happened, the fact that the woodlands were surrounded by land owned either by the trustees or Lord Hertford became a practical issue (or a ‘nightmare’ as Mr Granger put it when talking to the claimant). The evidence suggests that a lease had been drawn up in 2017 between Lord Hertford and Lord Yarmouth with the informed knowledge of both, and while a rental figure had been discussed, it had not been formalised.

[159]Once the woodlands had been appointed, they were no longer held subject to the trusts of 8MWT. Strictly, they were held by the 8MWT trustees on bare trust for the claimant. The trustees can be criticised to some extent for not finalising the terms of the lease in 2017, but they were not then to foresee what was to unfold in the family relationships. Furthermore, they were not themselves parties to the lease. I do not consider that undue criticism is due in relation to the trustees’ failure immediately to transfer title upon demand, with the result that the 2020 proceedings were commenced. CRS reasonably encouraged Lord Yarmouth to seek to resolve the access issues first, or else the land he would receive would be landlocked. As far as the failure to account for rent under the putative lease was concerned, even though the trustees might have sought to resolve that issue sooner, this was principally an issue as between Lord Hertford and Lord Yarmouth. Furthermore, the trustees were not acting as trustees of 8MWT in this regard and the real cause of the dispute was the breakdown in family relationships, in which they were not protagonists.

[160]I consider that the trustees’ position regarding the effect of the impasse on access rights to be broadly correct. Lord Yarmouth has never responded in substance to the detailed analysis of the rights provided by CRS, and I accept that the trustees remain willing to negotiate with him. They have suggested, reasonably, that the issue ought to be resolved through the use of professional land agents. The difficulty is undoubtedly real from the claimant’s perspective, but the woodlands are not part of the trust property, and the trustees do not require access to them (save to access one small parcel of land), so the trusts themselves are not compromised by the lack of agreement as to access routes.

[161]Mr Hay has in my view satisfactorily responded to the allegation that the trustees have trespassed on the claimant’s woodlands, or permitted others to do so. The complaints are about access effected by or on behalf of Lord Hertford (in at least one case over what is alleged to be a right of way), and about a mistake by the estate forestry team, who on one occasion used the wrong route. It has not been explained how the trustees were responsible for this and, even if in some way they had been, it would not be a reason to remove them from office. There is no reason to doubt Mr Hay’s statement that the trustees have never instructed any agent to interfere deliberately with Lord Yarmouth’s land. Mr Hay’s evidence and the contemporaneous correspondence suggests, rather, that it is the claimant who has blocked a number of access routes over which the neighbouring landowners have at least claimed rights of way. The claimant’s witness statement in response did not deny this allegation.

[162]I do not accept the claimant’s argument that, because he is a beneficiary of the trusts of land adjoining the woodlands, the impasse between him and the trustees on access rights justifies removal regardless of who is to blame for that impasse. The capacity in which he experiences this difficulty is as adjoining landowner, not as beneficiary. There is also no reason to come to the view that the trustees are seeking to treat the claimant unfavourably in relation to access to the woodlands because he is a beneficiary of the trusts. The real problem (in my view both in relation to this issue and more generally) is the breakdown in the relationship between Lord Yarmouth and his parents and the effect that has had on his perception of the trustees.

Other appointments to the claimant

[163]Mr Hay explains that Cock Bevington Farm was farmed by the Cock Bevington Farm Partnership from 2008 (when the claimant was still a child). In 2014 Lord Yarmouth himself retired from the partnership and agreed who was to farm it thereafter. A tenancy to Lady Hertford and the Dowager Lady Hertford was terminated by the claimant in 2022. Any complaint the claimant has about the occupation of Cock Bevington Farm is not a complaint against the trustees.

[164]I accept that the evidence suggests that the trustees have fully accounted to the beneficiaries for income to which they are entitled. The fact that income appears to have been paid to their mother when they were children does not by itself show a breach of trust. Mr Burton suggested that the payment of £113,357 to Lady Hertford in the period up to 2011 (when the claimant turned 18) was a ‘fundamental breach of trust’. I disagree. The payment by trustees of income accruing to a minor beneficiary to that beneficiary’s parent on their behalf, and the investment of that income by her on behalf of her child, does not show a breach of trust. Trustees may at their sole discretion pay income arising during a beneficiary’s infancy to that beneficiary’s parent or guardian (Trustee Act 1925, s.31(1)(i)).

[165]The claimant is concerned more generally, because of comments made by those involved in the operation of Ragley estate, that personal expenditure of his parents has been charged to the trusts and no proper account has been provided. Mr Hay has explained by reference to estate account documents that each trust has been accounted for separately throughout and the records of the income and expenditure of each has always been properly prepared. This is consistent with Mr Nelson, whom I have quoted above, in saying that the trustees have been assiduous in keeping the assets of each trust separate and accounting for the income of each and ensuring that each pays only what is attributable to it (and is thus not directly subsidising any other part of the estate). I do not consider that there is an evidential basis for the suggestion that Lord and Lady Hertford’s ‘personal expenditure’ has been borne by the trusts. To the extent that such expenditure is referred to in the (non-contemporary) estate accounts which are in the bundle, it has been borne other than from the trusts which are in issue in these proceedings.

[166]More recent trust accounts have also been provided in response to pre-action correspondence and, whilst they are in the bundle, they did not form part of the submissions. The claimant has not sought, as part of these proceedings, to falsify or surcharge any accounts yet has sought on the basis of comments informally made to him and secretly recorded by him to allege that the trustees have been lax in their accounting. There is no evidential basis to find any instance where this has happened.

[167]The claimant also asserts that the property appointed to him in 2009 at 3 Evesham Road was in a dilapidated condition and virtually uninhabitable. There is no further evidence on this and, as Mr Hay points out, the property was tenanted, which must cast doubt on the allegation that it was in such poor condition. In any event, this is a very historical allegation.

The 2009 and 2023 deeds of appointment

[168]I am satisfied that the mistakes concerning the void 2009 deeds were not the fault of the trustees, and that they have acted properly in ensuring that the position is rectified, to ensure that income payable between 2009 and 2023 has been accounted for. Likewise, the reason for the execution of the putative deeds in 2009, and for the 2023 deeds to the same intended effect, has been properly explained. They were made for conventional fiscal reasons. It was not explained by reference to any analysis of the duties of trustees when exercising powers why the 2023 deeds might be susceptible to challenge. Trustees have no general duty to consult beneficiaries about the exercise of their powers: X v A

[2000] 1 All ER 490

at 496 (Arden J).

[169]I would note that section 71 of the Inheritance Tax 1984 had not been repealed by 2009 (as Mr Hay said in his first witness statement), but it had been amended in line with restrictions introduced by the Finance Act 2006 to those trusts which would be outside the relevant property regime principally affecting trusts with no interest in possession. This did mean that the trusts on which the trust property was held were no longer viewed as fiscally advantageous, and I accept Mr Hay’s explanation of the intended purpose of the 2009 deeds (which accords with the trustees’ resolution recorded on 2 June 2009, to which Mr Hay was a party). I also accept his statement why the 2023 deeds were executed, after the discovery and explanation of the defect of the 2009 deeds, on which Farrer & Co advised. It is also apparent that CRS have accepted liability for the error and that the trusts themselves have not borne the costs associated with resolving the error and with accounting to the beneficiaries for the sums to which they are entitled in the circumstances, i.e. that the 2009 deeds were void and thus of no effect, together with interest.

[170]I also note that the effect of the 2023 deeds was to add Lord Hertford’s remoter issue as beneficiaries. This means that the children of the claimant and his siblings are objects of the trustees’ discretionary powers, which they would not have been in the absence of the deeds. When Lady Yarmouth contacted Mr Hay to ask about payment of school fees he will, of course, have considered the 2009 deeds to be valid. But, as Mr Hay says in evidence, one of the benefits of the 2023 deeds is that Lord Hertford’s grandchildren can be directly benefited.

[171]Mr Burton did not at the hearing pursue any argument that the retention of CRS as legal advisers to the trust justified the removal of the trustees.

Trustees’ strategy and management of the trusts

[172]The allegations of the claimant in regard to the trustees’ strategy can be divided into three categories: i) The complaint that the trustees wrongly view the trusts as dynastic and are too wedded to the preservation of the Ragley estate. ii) The failure to diversify. iii) The complaint about poor investment returns. These complaints overlap with the suggestion that the trustees are beholden to Lord Hertford, and they do not independently exercise their functions, or at least that the claimant’s apprehensions in that regard are reasonably held. I will consider that point separately, below.

[173]First, I consider that the trustees are entitled to have regard to the nature of the property that was initially settled on trust, and the purpose for which it was settled. The wishes of the settlor, i.e. the 8th Marquess and the claimant’s grandfather, are material. He wished that the ‘the Ragley Estate [should] be retained for as long as possible as my family’s permanent home and thus devolve down the senior male branch of my family’. It was the claimant’s own position when he first instructed solicitors to write on his behalf in 2018 that the Ragley estate should be preserved, and his expressed concern then was that it would not be.

[174]Mr Burton did not suggest that it was impermissible for the trustees to take into account the settlor’s expressed wishes, or the fact that the trusts had been created for the purpose of ensuring that the Ragley estate remained intact. He suggested that inadequate consideration was given to alternative strategies, and that it was material that Ragley Hall was no longer to be passed down the senior male line, as Lord Hertford has decided that Lord Yarmouth will not inherit it.

[175]I do not think it a correct characterisation of the trustees’ attitude to say that they have given no consideration to other approaches. There are minutes of meetings in 2009 and 2012, where the merits of considering investments other than agricultural land were discussed. This, albeit now some years ago, led to the acquisition of the London property. It is also apparent that, faced with the present dispute which has been trailed in correspondence for some time before the commencement of the present proceedings, the trustees have decided that the general strategy for the trusts should be that which has continued to date, i.e. the use of the trust land for the operation of the farming partnership, and also for other agricultural uses. They have the use of professional assistance, including the services of Mr Granlund. The principal long-term benefit of this approach is the capital appreciation of the land, which has been significant since Lord Yarmouth came of age. It is also consistent with the settlor’s intention, and with the wishes of the other adult beneficiaries. There are comments in meetings and emails, mostly from some years ago, to the effect that the estate has experienced difficulty in making a profit and Mr Granger seems to have been generally supportive of change, but there is no evidence suggesting that the partnership or the estate generally are currently financially precarious.

[176]Furthermore, it does not seem to me that the fact that Lord Yarmouth is not now to inherit Ragley Hall materially affects the approach which the trustees are entitled to adopt. It will naturally have been the assumption of the 8th Marquess that his son would in due course pass Ragley Hall to his eldest son, if he had one. The assumption of primogeniture goes with the territory where titled families are concerned. This was plainly thus what Lord Hertford himself intended until well into Lord Yarmouth’s twenties. But, Ragley Hall is within his ownership and as a broad proposition he can give it or leave it to whomever he wishes. It does not seem to me that the fact he has made it plain that it will not be left to his eldest son renders the 8th Marquess’s wishes irrelevant. The preservation of the estate can still be seen to be a purpose of the trust and the trustees are entitled to administer the trust accordingly.

[177]It is clear that the trustees know they are not required blindly to do this. They have shown a willingness to consider diversification, but much in the way of diversification when the trust property is almost entirely made up on land at or surrounding Ragley is not possible. It is material that, as trustees of ST2 and 8MWT, the duty to diversify is positively excluded, and with ST4, liability is excluded for a failure to diversify where the trustees act in good faith in the interests of the beneficiaries.

[178]In the absence of provision amending the duty, diversification is regarded as a ‘need’. Section 4 of the Trustee Act 2000 provides:

‘(1) In exercising any power of investment, whether arising under this Part or otherwise, a trustee must have regard to the standard investment criteria. (2) A trustee must from time to time review the investments of the trust and consider whether, having regard to the standard investment criteria, they should be varied. (3) The standard investment criteria, in relation to a trust, are— (a) the suitability to the trust of investments of the same kind as any particular investment proposed to be made or retained and of that particular investment as an investment of that kind, and (b) the need for diversification of investments of the trust, in so far as is appropriate to the circumstances of the trust.’

[179]I consider that it may be open to debate whether the provisions of ST2 and 8MWT excluding the requirement to diversify exclude the requirement to take into account the need for diversification, so far as appropriate to the circumstances of the trust. This is not a debate that counsel had before me. There is no statutory requirement to diversify, only to consider doing so. See the instructive analysis of Mr Robert Miles QC, sitting (then) as a Deputy High Court Judge, in Gregson v HAE Trustees Ltd at [88]–[90], where he said that there is no duty to diversify, only a duty ‘to review the diversification of the investments of the trust from time to time, where the circumstances relevant to their review might well justify deciding to retain the [initial trust assets]’.

[180]I have explained above why I consider that the trustees have shown themselves able and willing to carry out this exercise. It is material that the standard investment criteria refer to the suitability of the trust’s investments to the trust in question, as well as to what is appropriate to the circumstances of the trust. The trustees are well able to take into account the settlor’s wishes as well as the wishes of the beneficiaries. All of the adult beneficiaries have at some time strongly expressed the view that the trust land should be retained together with the Ragley estate. All bar the claimant continue to do so.

[181]Whilst it overlaps with the view I have reached on the relationship between Lord Yarmouth and the trustees generally, I should at this point comment on the approach of the claimant to the general strategy of the trustees. In 2017-2018, as relations within the family were rapidly deteriorating, the claimant sought to become involved in operations as Ragley. He did so in an unsystematic way, as Mr Hay pointed out to him when indicating that he should build relationships rather than fire off emails from a distance and then make himself hard to contact. It seems that chains of communication between the claimant and Mr Hay or those working at Ragley would break off with the claimant not responding further when there was pushback on his ideas, such as with the Cold Comfort Farm shoot proposal.

[182]This is material to the allegation that the income returns obtained by the trustees on the trust property have been inadequate. This is a complaint in which the claimant obviously believes with some strength. He says that he has made much better returns from Cock Bevington Farm since terminating the tenancy in favour of his mother and grandmother, and suggests similar returns ought to have been obtained by the trustees. The claimant does not explain how he has made greater returns, and there is no evidential basis, in fact or admissible expert opinion, to support the claim that there has been any breach of trust in relation to investment returns. The fact that the claimant has a very earnest belief that the trustees have failed in their duties or should have acted differently (in an unspecified way) is no sufficient basis for a finding that they have so failed in their duties. The involvement of Lord Hertford in the incorporation of the trustees and the appointment of trustees

[183]Mr Burton did not respond in reply to what Mr Sherwin said on this subject. Lord Hertford necessarily has a role in the appointment of new trustees as he is the person with the power of appointment in relation to ST4. I accept the explanation as to why he was initially a director of the trustee companies, before they became the trustees. He is not now a director and there is no suggestion that he should become one.

[184]I consider it appropriate at this point to indicate that I accept Mr Hay’s evidence that the trustees administer the trusts themselves, making decisions independently of Lord and Lady Hertford. Whether Lord Hertford was joking when he told his son that he had been advised that the assets appointed to him should be recovered, or whether he was expressing annoyance, does not matter for present purposes. I do not consider that the trustees told Lord Hertford that he should recover assets from the claimant. It is also obvious that CRS would not (as Lord Hertford suggested) have advised the trustees that the appointments should be reversed; the appointments were not revocable and the trustees would have no power to do so. It is unsatisfactory that Lord Hertford does not comment directly on this statement, but it does not give me cause to consider that the trustees are beholden to him or will follow his instructions rather than forming their own view on how to discharge their duties.

[185]Lord Hertford’s written comment to his son in October 2018, that the ‘trust’ is an ‘oligarchy’ is, in my judgment, to be viewed in a similar light. It came at a time when their relationship had taken a turn for the worse, and there were recriminations about the parties’ conduct in relation to the wedding earlier that year (about which I am in no position to express any view). This also came shortly after Lord Yarmouth wrote to many people indicating that there were concerns about Lord Hertford’s capacity. Those concerns were said, in the initial letter to Lady Hertford, based on a meeting with his father which was recorded, and of which a transcript is in the hearing bundle. I have to say that there is nothing in that the transcript as it reads on paper to convey any sense that there could be any reason for concern that Lord Hertford might have lost capacity.

The farm partnership

[186]I agree with Mr Sherwin that Lord Yarmouth was a partner in RHFP not in his capacity as a beneficiary, but as a landowner. The reason why he had been asked, over a period of many months, to sign the refinancing documents with Barclays had been repeatedly explained, as correspondence I was shown demonstrates. The criticism that Lord Yarmouth’s request for a copy of the partnership agreement was not addressed straightaway is not a criticism of substance when he appears already to have been provided with it.

[187]The security was already in place; what was in issue in the period up to 2021 was the restructuring of the lending to Lord Hertford and the trustees, secured on the trust property as well as on his own property, because of the nature of the partnership. I accept the explanation given on behalf of the trustees, that Lord Hertford’s own property was and is more than ample to secure the lending and there are no doubts as to his solvency. Mr Burton submitted that financial mismanagement of Ragley Hall may bring down the wider Ragley estate. The claimant may genuinely believe that to be a real risk, but I do not consider there to be any sound basis for this apprehension in the evidence.

The claimant’s relationship with the beneficiary defendants

[188]I do not consider that the nature of the relationship between the claimant and his parents and siblings, which I accept is poor, can itself justify the removal of the trustees. I will take this factor into account when considering the welfare of the beneficiaries more generally.

The identity of the directors of the trustees and their connection with Lord Hertford

[189]Mr Burton did not in oral submissions pursue an argument that the directors were unqualified to act as directors, or that their relationships with the claimant’s siblings made them unsuitable. He did submit that they were too close or beholden to Lord Hertford in particular in order to be able to act independently and with the single-minded loyalty required of trustees to all of their beneficiaries. As will be apparent from the way I have stated my conclusions thus far, I do not consider this has been made out.

[190]Each of the directors is professionally well qualified, and between them they have wide experience of acting as trustees, including in relation to landed estates. They are not inherently unsuitable for the role, and also act without significant remuneration.

[191]Again, the evidence also suggests that Lord Yarmouth has a strong belief that the trustees act in accordance with Lord Hertford’s wishes and do not approach their functions independently. As Mr Dew put it, the claimant has a tendency to view everything through the lens of the family and the trustees acting together, even when they are not. There is undoubtedly co-operation, necessarily so given the farming partnership operating over adjoining land. I do not find any basis from the documents I have seen to suggest that the claimant’s animosity towards the trustees, which is an extension of an animosity towards his parents, has led the trustees to act on Lord Hertford’s instructions or, indeed, to act wrongfully at all. Communications emanating from the trustees have always been cordial and I see no reason to suppose that will change. Mr Nelson has also given advice independent of the trustees and the family that trustee meetings are proactively chaired by Mr Hay and that trustee decisions are taken by the trustees.

[192]There was some discussion at the hearing about a statement by Lord Hertford in 2018 that Lady Yarmouth was not permitted to attend trustee meetings, and that beneficiaries must seek Lord Hertford’s permission to attend a meeting. The trustees say that is not their position, and they did not know about that. In any event, I view this comment in a similar way to Lord Hertford’s comment about ‘oligarchy’. It was undoubtedly unhelpful and unconstructive, but it was an apparent expression of frustration about the family relationships generally and not really about the trusts. It was also not communicated to the trustees. As Mr Sherwin says, there was at one point direct contact between Lord and Lady Yarmouth and the trustees, and they met.

Lord and Lady Yarmouth’s children

[193]Mr Burton submitted that the correspondence between Lady Yarmouth and Mr Hay about the possible payment of school fees from the trusts shows that the trustees were not prepared properly to engage and were effectively stonewalling her. The trustees have asked for details of Lord and Lady Yarmouth’s plans for educating their sons. The last word from Shakespeare Martineau in December 2024 was that the trustees were being ‘faux-naïve’ in asking the question.

[194]At the time of Lady Yarmouth’s emails there was correspondence on other issues ongoing. It is to an extent understandable that Mr Hay may have been a little guarded. I consider that subsequent correspondence shows that the trustees are not closed to the subject.

Relationship between the trustees and the claimant

[195]Accordingly, I do not consider that the trustees either inherently or through any wrongdoing have put the trust property in jeopardy, or are at risk of doing so. The question I am accordingly left with is whether, as the claimant contends, there is friction and hostility between the claimant and the trustees such that the welfare of the beneficiaries requires the trustees to be replaced.

[196]The evidence suggests that Mr Dew is correct in submitting that the claimant views the trustees as acting together with his parents and at their bidding. I have already indicated why I do not consider that to be correct. This dispute appears to me to be an extension of the dispute which arose around the time of Lord and Lady Yarmouth’s wedding and which has continued ever since.

[197]I consider that the claimant, in surreptitiously recording meetings with his parents and others, was likely looking for ammunition for a dispute. He told Mr Pringle in May 2018 that there would be a battle to come. That is likely to have been an indication that he was looking for a casus belli and within three months he had found one at least as far as the family was concerned, in writing to his mother to question his father’s mental capacity in the way that he did. That is not to suggest that the falling out is all the claimant’s fault, or that Lord and Lady Hertford are blameless in that regard. It is obvious that they have displayed deep antagonism to Lady Yarmouth and that they created practical difficulties in the wedding arrangements (– for instance, they arranged an event to take place at Ragley the day before). I am well aware that I have heard no cross-examination on issues where competing views are strongly held. Nonetheless, the recordings and the contemporaneous communications suggest that Lord Yarmouth was keen to create a dispute about the way Ragley was run at a root and branch level. He has all along viewed the trustees as fully aligned with his parents in relation to both the dispute with him and with the operation of the Ragley estate.

[198]It will be seen from my conclusions regarding the allegations of misconduct that I do not consider them to be well founded. The claimant has proceeded for some years now having formed the clear view that the trustees were acting in dereliction of their duties. This will inevitably have informed the way he viewed them personally, and his interactions with them, both directly and through solicitors.

[199]My assessment of the trustees’ conduct, from Mr Hay’s witness statements and from the emails to which I was taken during the hearing, is that they have acted professionally throughout and are capable of continuing to do so. They have also indicated that they are willing to do so. There is no reason to suppose that this indication is given other than in good faith.

[200]I have explained above why, on the authorities, the fact that a beneficiary has lost trust and confidence in trustees does not without more lead to the removal of the trustees. That will be ordered only where their removal from office is required for the welfare of the beneficiaries generally or necessary for the protection of the trust.

[201]Mr Burton submitted that the defendants’ contention that the claim should be dismissed is an illustration of the necessity of replacing the trustees. I consider this to be an attempt to pull the claim up by its own bootstraps. Taken at face value, it would mean that no removal could ever be opposed, whereas it is clear that removal claims are capable of being dismissed in the face of hostility, at least coming from a beneficiary, where the trustees are suitable and willing to administer the trusts in the interests of all the beneficiaries.

[202]The trustees are acting on the basis of reputable legal advice when required (and it is clear this goes back well before the dispute with the claimant arose), and also professional advice regarding farming and estate management matters. I have already commented on the directors’ own credentials. They are actively involved in their duties as trustees, having evidenced a sense of duty with that role, which I accept is aligned with their connection to the family, a lesser factor with Mr Lloyd whose involvement is more recent. Despite attack on a number of fronts, it has not been established that they have acted contrary to their duties or applied an impermissible strategy or incorrect understanding of the purpose of the trusts. There is no reason to suppose that they will act improperly towards the claimant or his family, either on a personal level or in the administration of the trusts. I do not consider that their response to the claim or the way in which Mr Sherwin made his submissions shows that they will do so; they were entitled to defend themselves from charges of wrongdoing. To repeat a point I have made already; the claimant’s subjective apprehension that they will so act, however genuinely held, does not mean that they have to go.

[203]It is also material that all the adult beneficiaries except the claimant strongly wish the trustees to stay in place, partly because of their understanding of the unique nature of the trust property and of how it has been administered.

[204]The proposal from the directors that they retire in stages, with replacement directors with appropriate experience to be selected, appears to me to be a proper way to proceed. This proposal has, however, not influenced my assessment and I would not have been satisfied that the trustees should be removed even if it had not been made.

[205]Both in 2020, after compromise of the 2020 proceedings, and in 2022 as I have set out above, Lord Yarmouth indicated to the trustees in the context of the Ragley Woodlands issues that he was prepared to deal with them co-operatively. I consider that he has shown himself able, if he so wishes, to correspond and deal with the trustees accordingly. The trustees have given him no objective grounds to come to the view that they will not deal with him in a professional and co-operative manner. My conclusion is that the subjective view that the claimant has reached to the effect that he cannot deal with the trustees is a feature of the damaged and fractured relationship he now has with his parents. That does not itself mean that either side is unable to deal with the other, nor that the welfare of the beneficiaries as a whole will be compromised, whether or not the claimant elects to do so.

Conclusion

[206]For the reasons I have set out above, the claim will be dismissed.