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Discussion of a topic of concern to the University: Notice

26 October 1998

In his Notice of 4 August 1998 (Reporter, 1997-98, p. 1010) the Registrary informed the University that he had received a request for the discussion of the following topic of concern to the University:

The ruling, made by the Vice-Chancellor's deputy appointed to consider a recent representation under Statute K, 5, which relates to the authority of the officers to conduct legal proceedings.

The request was supported by the following members of the Regent House:


The ruling referred to was made by Professor B.A. Hepple, Master of Clare College, whom the Vice-Chancellor had appointed as his deputy to consider representations made by Dr W.G. Griffin under Statute K, 5. Professor Hepple's ruling, which is in the form of a letter addressed to Dr Griffin, is reproduced below. The following information may help to explain some of the points alluded to in the ruling:

Dr Griffin is in dispute with the University over the termination of his fixed-term contract of employment. His complaint against the University is scheduled to be heard before the Industrial Tribunal in December 1998. At an earlier stage Mrs P.M. Stevens, Assistant Registrary in the General Board Division of the University Offices, was responsible for handling Dr Griffin's case; Dr Griffin was advised by the Association of University Teachers through Mr Tom Wilson, Assistant General Secretary of the Association.

The nature of Dr Griffin's representations under Statute K, 5 is explained in the ruling. The Council believe that, for reasons of confidentiality, it would not be appropriate to publish further background information about the ruling or about Dr Griffin's original complaint, pending the full hearing before the Industrial Tribunal.

Following a directions hearing before the Tribunal on 17 September 1998, the Council are of the view that the Discussion requested should now take place, given the general nature of the topic on which it has been called. They accordingly give notice that this topic will be brought forward for consideration at a Discussion to be held at 2 p.m. on Tuesday 17 November 1998 in the Council Room.


I received your further written representations, dated 12 May, on 13 May 1998. I have now inquired into the matter and have reached the following conclusions.

  1. Your original representation to the Vice-Chancellor, dated 15 March 1998, was that there has been a breach of the Statutes and Ordinances in that Mrs. P.M. Stevens acted on her own authority and not on the authority of the Council in writing to you in her letter dated 6 March 1998 to state: 'As you will know from my letter, dated 5 March 1998, the University's position as set out in my letter to Mr Wilson is final'. In your letter of 20 March 1998 you clarified this by stating that the paragraph of Statutes and Ordinances which you allege has been contravened concerns the exercise by the University of legal powers (first paragraph on p. 118, 1997 edition1).
  2. By letter dated 20 April 1998 the Vice-Chancellor appointed me as his deputy under Statute D, III, 7(b) to inquire into your representations. You wrote to me on 22 April 1998 suggesting that the Vice-Chancellor had in mind a wide-ranging inquiry into your dispute with the University. However, by letter dated 24 April 1998 the Vice-Chancellor confirmed it was his intention that I should deal only with the specific matter raised by you under Statute K, 5. In view of this, I do not find it necessary to comment on the wider issues relating to your dispute with the University or concerning the BBSRC grant, as extensively set out in your further written representations. Indeed, it would be undesirable for me to do so because of your pending Industrial Tribunal proceedings against the University relating to these matters.
  3. You state in paragraph II(1)4, page 6, of your further written representations that the University has failed to disclose to me and to you all the pertinent documents in its possession, and that it would be just for additional time to be allowed for a further stage of disclosure by the University and for further written and oral representations to be made by you in response. The Registrary and the Secretary General have informed me that they are not aware of any other relevant documents in relation to the issue which I am required to investigate. However, they offered to allow me to look at the whole file of all the documents relating to your case. I do not consider this necessary and am content to deal with the narrow issue on the basis of the documents which Mrs Stevens and you have shown me.
  4. The first point on which you seek a ruling is the interpretation of the first paragraph on page 118 of the Statutes and Ordinances, which reads:


    The Council shall have authority to take legal advice, retain solicitors, and bring, defend, or conduct legal proceedings on behalf of the University as they may think necessary or desirable in the interests of the University.

    You refer to this in your representations as a 'Statute'. It is in fact a part of Chapter I of the Ordinances and must therefore be read subject to the provisions of the Statutes. In summary, your contention is that this Ordinance vests authority to exercise legal powers solely in the Council in the absence of any decision by the Council to delegate that authority under the powers set out in Statute K, 9(b). You say that it is the literal interpretation of the Ordinance that the Council and the Council alone has the authority to decide how to respond to legal claims made against the University, and that the purpose is to ensure that an important power is vested in an executive body of superior authority. It is your contention that the authority to exercise legal powers has been deliberately restricted to the Council so as to minimise 'the risk of mischief arising by the ill-judged or improper use of legal powers by bodies or individuals with only partial knowledge of the University's business'.

  5. I have no hesitation in rejecting your arguments for substantially the same reasons as Professor Gareth Jones gave on 4 February 1998 for rejecting a similar argument made by Dr Evans. I was referred to his letter of that date by the Registrary, and you and Dr Evans mentioned it at our meeting. As Professor Gareth Jones said, the relevant Ordinance determines what are the powers of the Council, but not the powers of other bodies or persons such as the Vice-Chancellor or the Registrary. He continued:

    The Council can undoubtedly require the Vice-Chancellor or Registrary to take such [legal] advice. But in my view the Ordinance which you cite does not prevent either the Vice-Chancellor or the Registrary, 'the principal Administrative Officer of the University', from seeking legal advice on behalf of the University and acting upon it. Any other conclusion would mean that he cannot act, on behalf of the University, without seeking the authority of the Council on matters which are personally sensitive. That is, I consider, not a reasonable interpretation of the Ordinance.

  6. Your argument overlooks Statute D, III, 3, which provides that: 'The Vice-Chancellor shall enjoy the customary rights and perform the customary duties of the office. He shall have power to ensure that all University officers duly perform their duties, and shall have such other powers and duties as may be prescribed by Statute or Ordinance.' The Vice-Chancellor could obviously take steps in legal proceedings in the interests of the University on the basis of this provision. In my view, other principal officers, who fall under his supervision, also have customary rights and duties in relation to legal proceedings. I was informed by the Registrary and the Secretary General that it has been settled practice for many years for the Registrary and other senior officers, particularly other principal officers, to seek legal advice on behalf of the University and to conduct cases in the light of that advice, dealing with them in good faith and without reference to the Council. The Personnel Officer, the Treasurer, the Secretary General, the Director of EMBS, and the Registrary routinely do so and have done so until recently without challenge or remark, even when such cases have been in the public domain. They submit that the good order and management of the University depend on such arrangements and would be prejudiced if the officers were only able to act with specific authority of the Council.
  7. I am satisfied that the customary authority exercised by the Registrary, Secretary General, and other principal officers is both reasonable and generally recognised, is not inconsistent with any provisions of the Statutes and, more particularly, is not inconsistent with the first paragraph on page 118 of the Statutes and Ordinances relating to the Council's legal powers. It is right that the authority of these officers should be construed liberally with regard to the object of their authority and the usages of the University.
  8. The second main point on which you seek a ruling is that of delegation (paragraph II.2). You contend that the Council has no power to delegate other than to a Committee and that delegation to an individual or individuals would therefore be improper.
  9. The power to delegate to a committee is found in the rules of virtually all corporations and in the Articles of Association of companies. As a matter of law this has never been held to prevent the governing body or executive body or directors of the corporation from delegating powers to officers, provided that the delegating body retains its rights of supervision. In my view, it is quite clear as a matter of general principle and also in the light of the provisions of the Statutes and Ordinances of the University that authority has been delegated to the principal officers in respect of legal actions by or against the University. This rests on implied authority according to the reasonable and generally recognised usages and customs of the University (see paragraphs 6 and 7 above) and also from the implied authority of the principal officers and other officers of the University to do whatever is incidental to the discharge of their duties in the administration of the University. The conduct of litigation, including the settlement of any disputes, is plainly necessary and incidental to the proper and effective performance of these duties.
  10. The third point on which you seek a ruling relates to the interpretation of Statute A, IV, 1, which confers general responsibility for the administration of the University and also other executive and administrative duties on the Council. Your contention is that the paragraph in Statutes and Ordinances, p. 118, headed 'Legal Powers', imposes a duty on the Council in accordance with Statute A, IV, 1. You say that the Council should have been asked to consider advice about legal and policy issues raised by the actions of the University officers and academic staff in your case and that the Council was prevented from carrying out its duty of oversight under Statute A, IV, 1(f).
  11. I do not find it necessary to comment on the apparent distinction between 'responsibility' and 'duties' in Statute A, IV, 1. This is because I cannot accept your argument that the Council was in any way deprived of its legal power to oversee the work of the institutions under its supervision. The Council has the power at all times to require reports, either generally or in relation to a specific matter, but has not done so in respect of staff matters arising from research grant contracts. Nor is it to the point that the Council may have been unaware of the circumstances relating to your contract (although I note from paragraph IV, pages 13-14, of your further representations that at least one member of Council, Professor Brian Johnson, was aware of the matter from 22 January 1997). The Council has always been able to ask for reports or to give a direction to the officers that reports should be made. I understand that employment matters in General Board institutions have on some occasions been brought to the attention of the Board, but not to the attention of the Council. There might be occasions when the officers believe that a matter is of such public importance that it should be drawn specifically to the attention of the Council, but I can see nothing in the Statutes or Ordinances that requires them to do so unless requested or directed by the Council. This is all settled practice, which has been followed by the University for many years past. I have been informed by the Registrary and the Secretary General that there has never been a request by the Council, either for general reports on staff matters arising from research grant contracts or litigation about them, or for a report on your particular case.
  12. You have raised a number of other matters regarding the powers of the Registrary and the Secretary General in relation to legal proceedings and the approval of payment of legal bills. You say that Mrs Stevens' action in taking a final position on the settlement negotiations with you was simply one of a number of ultra vires acts on her part (paragraph IV, page 12). You also allege that her letters of 5 and 6 March were 'written on her own authority'. The drift of your arguments appears to be that the Research Grants and Contracts section which falls under the General Board had no authority to defend or settle the proceedings brought by you against the University or to incur legal expenses in respect thereof without the express authority of the Council.
  13. I reject this argument for the reasons which I have already given in relation to the implied powers of the officers (paragraph 7 above). It is reasonable and generally recognised usage of the University for contracts of employment in respect of General Board institutions to be made by, and where necessary terminated by, the Secretary General. So far as those working on contracts related to research grants are concerned, these are dealt with by the Head of the Research Grants and Contracts section, who works under the Secretary General as Head of Department, and in close collaboration with the Head of the Work and Stipends section. These officers work as a team. Although day-by-day action was taken at the relevant time by Mrs Stevens, an Assistant Registrary, as acting Head of the section, I am satisfied that she did so with the full authority of the Secretary General who was kept informed of all developments. Moreover, the Registrary has informed me that he takes full responsibility for the actions of these officers. He is, of course, in turn directly accountable to the Council for the actions of the officers. These officers had the authority to defend legal proceedings, to make final offers of settlement (including the letter of 5 March 1998) and agree the terms, and as well to incur reasonable legal expenses.
  14. The final point on which you specifically ask for a ruling is as to whether the Department of Materials Science and Metallurgy had a duty to administer the BBSRC grant (paragraph VII, page 18). This was not the ground on which you invoked Statute K, 5, and you do not indicate which provision of the Statutes and Ordinances is alleged to have been contravened in this respect. Your complaint seems to relate to the matters in dispute between you and the University concerning your employment, which are currently the subject of Industrial Tribunal proceedings. As already indicated, I believe it would be inappropriate to make any findings of fact which might pre-judge the Tribunal hearing.
  15. However, I feel bound to add that even if your allegations of fact were accepted, these do not, in my view, amount to a prima facie case of a contravention of the Statutes and Ordinances. This applies as well to the alleged failure to consult (paragraph VII(10) pages 25-26).
  16. Conclusion

    Accordingly, having inquired into the matter, I declare that there has been no contravention of the Statutes or Ordinances in respect of any of the matters contained in your original representations of 15 March 1998 or your further representations of 12 May 1998.

1 1998 edition, p. 120.

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Cambridge University Reporter, 28 October 1998
Copyright © 1998 The Chancellor, Masters and Scholars of the University of Cambridge.