In August 2025, the Constitutional Court clarified a point in trust law that a decision taken at a quorate trust meeting will bind a trust even when a trustee does not attend the meeting despite receipt of reasonable notice. There is no need for a unanimous resolution and joint action by all trustees at meetings, for the decision to be binding.

In 2013, the trust  had three trustees. The trust bound itself as surety to a law firm for Mrs V’s (a trustee) legal fees. Mrs V called an urgent trustee meeting to discuss the proposed suretyship in favour of the law firm, and Mr V (also a trustee) raised concerns about short notice and distance. The concerns were addressed and accommodated, and a revised meeting notice was issued. Despite notice, Mr V did not attend the trustee meeting, and the meeting went ahead with two of the three trustees present. At the meeting, it was resolved that the trust will be surety for Mrs V’s legal fees and the two trustees proceeded to sign a deed of suretyship in favour of the law firm.

The validity of the suretyship was challenged by the trust when the law firm issued a claim against the trust relying on the suretyship. The claim was opposed by the trust on the grounds that the suretyship lacked unanimous trustee approval and was therefore not binding on the trust.

The validity of the suretyship hinged on whether the trust’s internal governance provisions permitted two trustees to act in the absence of the third trustee. The Constitutional Court ruled that the trustees’ meeting was quorate as the trust deed requires a minimum of two trustees to be present in a meeting for quorum purposes. The suretyship was therefore executed pursuant to a decision at a quorate meeting of the trustees – due notice was given to all trustees to attend the meeting, two trustees constituted a quorum and could thus “despatch the business of the Trust” without the third trustee. Therefore, absent express requirements in the trust deed for unanimity, decisions taken at quorate trustee meetings bind a trust.

The court reinforced the principle that trust deeds are the primary source of authority in trust, governance and should be carefully followed.

The full judgment can be accessed here:

Shepstone and Wylie Attorneys v De Witt N.O. and Others (CCT 171/23) [2025] ZACC 14 (1 August 2025)