Jennings v Appleby: Lloyd Trust judgement confirms administrative unworkability assessed at creation, not over time

A High Court master has confirmed that a discretionary trust cannot become void for administrative unworkability after it has been validly constituted, in a judgement with significant implications for long-running employee benefit trusts.

Master Brightwell, sitting in the Property, Trusts and Probate List of the Chancery Division, gave written reasons in Jennings & Anor v Appleby [2026] EWHC 1161 (Ch) following an application by the trustees of the Lloyd Trust to bless their decision to terminate the settlement and appoint its assets to the Fulston Manor Academies Trust, a charity operating two academy schools in Sittingbourne, Kent.

The Lloyd Trust

The settlement was established on 28 March 1914 by Frank Lloyd and Harry Lloyd, descendants of the Victorian press magnate Edward Lloyd, founder of Lloyd's Weekly Newspaper and The Daily Chronicle. At its creation, the trust held £55,700 for the benefit of employees of Edward Lloyd Ltd, the Sittingbourne paper mill business, together with their spouses, children, remoter issue and dependants.

The trust period was defined by reference to the life of the last surviving descendant of Queen Victoria then living, a mechanism that pointed to termination in October 2028, following the death of Princess Katherine of Greece and Denmark in October 2007. The trustees exercised their power under clause 10(b) to bring the trust to an end ahead of that date, appointing the remaining property, which includes a clubhouse, a sports ground and pavilion, and approximately £890,000 in cash and investments, to the academies trust.

The unworkability question

Master Brightwell raised the issue of administrative unworkability of his own motion after reviewing the evidence. The trustees had estimated the total number of objects of the trust at over one million, accounting for successive generations of descendants of former employees across 136 years of operation.

The question was whether the trust powers had become administratively unworkable at some point during the trust's life, and, if so, whether this could invalidate the trust retrospectively or from the moment of supervening unworkability.

Relying on Re Hain's Settlement [1961] 1 WLR 440, counsel for the claimants argued that validity falls to be assessed at the date of creation. Master Brightwell agreed. Drawing an analogy with the principle that a trust cannot become a sham after valid constitution (citing A v A [2007] 2 FLR 467), the master held that administrative unworkability is likewise to be determined conclusively as at the date the trust is established.

The master acknowledged that the Lloyd Trust had almost certainly become unworkable in practice, noting that the inability even to estimate a precise figure for a class exceeding one million objects was "not readily consistent with administrative workability." However, he declined to hold the trust void, observing that such a conclusion would create grave uncertainty by leaving unresolved the precise moment of failure and the question of resulting trust.

Trustees' duties where unworkability looms

Rather than invalidity, the master identified the appropriate remedy as lying with the trustees themselves. Where a trust risks becoming unworkable, trustees are under a duty to survey the range of objects as best they are able and to consider exercising available powers of appointment or determination. The decision in the present case to terminate the trust and apply its assets to a geographically proximate charity, benefiting many within the original class, was approved as a proper exercise of that discretion.

The written judgement was delivered following an oral indication of approval given on 19 December 2025. The order giving effect to the court's decision had already been made.