You own it, its in your constitution, its in your charter, its in your contract and its the same position in all clubs

This is the Constitution of Villacana, need I argue this case any longer. All you have to do is read WHAREAS par 1-3.

This has been provided by a consumers and for all consumers thoughtful consumption.

Kind Regards

To Mr White again, again and again.

Our advice remains the same, you the consumer bought something , therefore it belongs to you. You joined a club which has in trust your title. The clus purpose is to look after your title and maintain it. The club did not pay for your timeshare title and now they want to permanently take it off you. Is that not pilfering? Because it’s not a charitable act.

CONSTITUTION OF THE VILLACANA CLUB

THE BARRATT VILLACANA CLUB – DEED OF TRUST

DEED OF TRUST BETWEEN BARRATT MULTI-OWNERSHIP & HOTELS LIMITED, incorporated in the United Kingdom and having its registered office at Ythan Terrace, Ellon, Aberdeenshire (hereinafter called “the Company” or “the Founder Member” as the context so requires) of the first part and BARCLAYTRUST INTERNATIONAL LIMITED, whose registered office is at Thirty nine-Forty one Broad Street, St. Helier, Jersey, Channel Islands (hereinafter called “the Trustee”) of the second part.

WHEREAS:

The Founder Member has formed a club known as The Barratt Villacana Club whose object is to secure for its members joint rights of ownership of specific apartments at Villacana, Estepona, Malaga, Spain and also exclusive rights of occupation of such apartments for specified periods in each year.
It is provided in the Club’s Constitution (a copy of which is annexed and executed as relative hereto) that the title to each apartment shall be held in each case by a separate company whose shares will be vested exclusively in an independent Custodian Trustee in trust for the members of the Club from time to time.
All the issued share capital in the Holding Companies (as hereinafter defined) will be held by the Trustee or as the Trustee may direct (all of such share capital together with all other property which may from time to time be transferred to the Trustee by the Company or otherwise to be held for the benefit of the Club upon the trust provisions of this Deed shall be hereinafter called “the Property”) and the Trustee has agreed to hold the same upon the terms hereinafter mentioned. NOW THEREFORE IT IS HEREBY AGREED as follows:

In this Deed except where the context otherwise requires:—
1. “Club” means the Club currently known as The Barratt Villacana Club referred to in Recital (A).
2. “Constitution” means the Constitution of the Club from time to time.
3. “Apartments” means the Apartments constructed at Villacana, Estepona, Malaga, Spain and any other Villas or Apartments which may be vested in a Holding Company (as hereinafter defined) and “Apartments” shall be construed accordingly.
4. “The “Share Allotments” means the allotments of the shares in the Holding Companies in favour of the Trustee.
5. “The Shares” means all the shares in the Holding Companies referred to in Recital C above and “Share Certificate(s)” shall mean the certificate(s) issued by the relevant Holding Company evidencing title to the relevant shares.
6. “The Property” means the Shares together with all other property (real or personal) which may from time to time be transferred to or otherwise vested in the Trustee to be held for the benefit of the members of the Club from time to time upon the trust provisions set out in this Deed.
7. “members” means the members from time to time of the Club including the Founder Member.
8. “holding company” and “subsidiary company” shall have the meanings respectively attributed to them by Section 736 of the Companies Act 1985.
9. “associated company” shall have the meaning attributed to it by Section 302(1) of the Income and Corporation Taxes Act 1970.
10. “the Committee” means the body of persons appointed under the provisions of the Constitution to manage the business and affairs of the Club in accordance with the Constitution.
11. “the Holding Companies” means the companies each being the owner of one Apartment and any other company the shares of which are issued or transferred to the Trustee or its nominees with the agreement of the Founder Member and the Trustee to be held on the trust provisions herein declared and “Holding Company” shall be construed accordingly.
Covenants or warranties given and obligations or liabilities otherwise assumed under the provisions of this Deed by two or more persons shall be deemed to be so given and assumed by such persons jointly and severally.
1. Where reference is made herein to directions of the Committee of the Club the Trustee shall be entitled to rely on and accept decisions of the Committee which shall be stated by the Chairman of the Committee Meeting at which the relevant decision was reached to have been so reached in accordance with the relevant rules of the Constitution and without prejudice to the generality of the foregoing the Trustee shall not be concerned to enquire or satisfy itself in any way as to the election of Committee members or of the Chairman of the Committee Meeting or calling of Committee Meetings or the procedure adopted or the reaching of decisions thereat; and
2. where reference is made to the decision of the Club the Trustee shall be entitled to accept and rely on resolutions in writing in respect of which it shall have been certified by the Founder Member that provisions of Article 17 of the Constitution have been fully observed.

THE Founder Member hereby appoints the Trustee and the Trustee hereby agrees to act as trustee on behalf of the Club and the members thereof from time to time on the terms set out in this Deed and the general terms and conditions upon which the Trustee acts as a trustee last published before the date hereof which are more particularly set out in Schedule I hereto. The said general terms and conditions shall apply and be incorporated herein and if there shall be any conflict between the same and the other provisions of this Deed then such terms and conditions set out in Schedule I shall pro tanto prevail. The Founder Member will procure that the Share Certificates and the title deeds (“Escrituras”) evidencing the freehold ownership in each of the Apartments and documents relating to any other Property are delivered to the Trustee as soon as reasonably possible and will remain throughout the period of this Deed in the custody of the Trustee.
THE Trustee shall hold the Property as trustee in trust for the members from time to time of the Club entitled thereto under the Constitution and shall deal with the same and every part thereof only in accordance with the written directions and requests of the Committee of the Club or (until such Committee has been established) of the Founder Members pursuant to the Constitution and not otherwise.PROVIDED ALWAYS

i. that the Trustee shall not be bound to concur in or perform any act or acts which in the opinion of the Trustee shall be illegal or shall be inconsistent with the trust provisions hereby declared or shall constitute a breach of trust or be prejudicial to the interests of the members (without the consent of the members) or shall involve the Trustee in any personal liability or in any action which may be improper or disreputable or which may in the opinion of the Trustee constitute a breach of the conditions or covenants affecting the Property or the Apartments; and

ii. that notwithstanding any direction of the Committee or the Founder Members the Trustee shall not be obliged to charge or otherwise encumber the Property or any part thereof nor do anything to prejudice the ownership of the Apartments or the Shares;

1. THE Trustee shall have no responsibility for the insurance, rebuilding, repair, maintenance, renewal, upkeep, decoration, administration or management of the Apartments or the contents thereof or any common rights; or amenity areas pertaining thereto and shall not be liable for any damage or loss or depreciation which may result in any way therein and the Trustee gives no guarantee or warranty with regard to the validity or otherwise of the title to the Apartments or the Shares.
2. THE Trustee shall not be bound to concern itself in any way with the management of the Club its assets or finances nor with the rights, duties or obligations of members or any other matter to which members may be subject nor with the replacement or retrieval or renewal of any of the contents, furniture, fittings or fixtures of the Apartments whether the said contents, furniture, fittings or fixtures be broken, lost, stolen or damaged or otherwise mislaid or misplaced and the Trustee shall bear no liability to the members in respect of such matters.
3. THE Founder Member shall maintain an accurate register of members of the Club in accordance with a procedure approved by the Trustee and shall supply details thereof to the Trustee if so requested.
4. THE Trustee shall not be required to take any legal or other action whatever in relation to any matter whatsoever relating to the property unless fully indemnified by the Club or the Founder Member to the reasonable satisfaction of the Trustee for all costs and liabilities likely to be incurred or suffered by the Trustee.
5. THE Trustee shall be entitled at the expense of the Club or the Founder Member to obtain legal advice from its Solicitors for the time being and/or the Opinion of Counsel and/or other legal advisers on any matter relating to the Property or in relation to the trust hereby constituted or the exercise of the Trustee’s power or rights or the observance or performance of the Trustee’s liabilities or duties hereunder.
6. THE Company shall initially be entitled to occupy the Apartments pursuant to Article 5 of the Constitution and shall be entitled to grant rights of occupation of parts thereof in accordance with the Constitution.
7. THE Company and the Founder Member on behalf of the Club and as a separate covenant for themselves hereby jointly and severally warrant that save as otherwise ordered by a Court of competent jurisdiction or as provided herein the Trustee shall not by entering into and acting in pursuance of the terms and conditions of this Deed owe any duty or obligation or incur any liability to any person or persons (whether corporate or individual) other than the members of the Club and that no such person or persons are entitled to require or oblige the Trustee to transfer or deal with the Property or the Apartments.
8. THE Company and the Founder Member on behalf of the Club and as a separate covenant for themselves hereby jointly and severally warrant that the Trustee’s name shall not appear on any literature or document on any advertisement issued by or on behalf of the Company, the Founder Member or the Club without the prior approval in writing of the Trustee having first been obtained.
  1. THE Trustee shall not be responsible for any loss suffered by the Club or any member thereof arising out of or in respect of any act or omission on the part of the Trustee, its officers, employees or agents in respect of the Property unless the same shall have been caused by or arisen from fraud or negligence on behalf of the Trustee or its said officers, employees or agents;
  2. THE Trustee shall not be under any liability on account of anything done or suffered by the Trustee in good faith in accordance with or in pursuance of any request or advice of the Founder Member, the Club or the Committee of the Club.
9. THE Founder Member shall pay to the Trustee as remuneration for the performance of its duties hereunder (including performance outside the scope of the Trustee’s usual duties) such fees as may from time to time be separately agreed upon between the Founder Member and the Trustee (or failing which between the Committee and the Trustee) and all out-of-pocket expenses incurred by the Trustee in the performance of its duties under this Deed and in default of such payment the Founder Member hereby undertakes that the Club will pay to the Trustee all such sums PROVIDED THAT as between the Company and the Founder Member on behalf of the Club the Club shall be primarily liable to pay all such sums.
10. IN connection with the Property and/or the Apartments the Founder Member on behalf of the Club and (as separate covenant) for themselves covenant with the Trustee.
  1. on demand to pay as the Trustee may direct all outgoings whatsoever including rates, service charge, interest, cost, expenses and damages) covenanted or agreed to be paid (whether contingently or otherwise) in respect of the Property and/or the Apartments.
  2. at all times to observe and perform as far as they are able (and to cause the Holding Companies so to observe and perform) all the covenants, terms and conditions to which the Apartments may from time to time be subject by virtue of the Escrituras or otherwise
  3. to indemnify and keep fully and effectually indemnified the Trustee from and against all actions, claims, demands, losses, damages, costs and expenses made against or suffered or incurred by the Trustee arising from any breach, non-observance or non-performance of any of the covenants contained in Clauses 12.1 and 12.2.
11. THE Company on behalf of the Club and as a separate covenant for themselves the Founder Member hereby agree jointly and severally to indemnify and hold harmless the Trustee against all claims, actions, proceedings, charges (including without prejudice to the generality of the foregoing charges to tax and breaches of Spanish and United Kingdom and Jersey legislation or regulations) fees, costs, liabilities and expenses to which it may be entitled or which may result from or be incurred in connection with the performance by the Trustee of its duties hereunder and the Trustee shall be kept fully indemnified jointly and severally by the Founder Member and the Club against all losses, claims, demands, actions, damages, costs and expenses made or incurred in connection with the Property and/or the Apartments or in any other way in connection with the holding by the Trustee of the office of trustee hereunder. The Trustee shall have the right if at any time it considers it desirable so to do to require that the Founder Member or the Club shall deposit with the Trustee such sum as the Trustee shall reasonably consider to be necessary in support of the indemnities contained in this Clause provided that the Trustee shall not require there to be deposited at any time any greater sum than shall be equal to five times the annual remuneration payable to the Trustee under Clause 11 hereof unless it is reasonable in the circumstances for the Trustee to require such greater sum.
  1. THE Trustee shall be entitled to have recourse to and be indemnified out of the Property and/or the Apartments or the proceeds of the sale thereof for all sums expended by the Trustee in or about or in any way in connection with the provisions of this Deed for all sums (including remuneration) payable to the Trustee hereunder and to meet and discharge the cost of which is entitled to the hereunder and for such purposes shall have all the powers of an absolute owner to sell, let, mortgage or otherwise dispose of the Property or any part thereof unrestricted by Clause 3 hereof or the Constitution.
  2. IF the employment of the management Company (as defined in the Constitution) or any substitute therefor shall be terminated for any reason then the Trustee shall then have the power on each such occasion to appoint another person to administer the registration of transfers and lettings in accordance with Article 14 of the Constitution the cost and expense of such appointment being borne by the Club.
12. THIS Deed shall continue until terminated either by the Club giving not less than six months notice in writing to the Trustee or by the Trustee giving the Company and the Club not less than six months notice in writing. Any notice given under this Clause shall expire on the last day of any calendar month and such notice shall not be given in any event before the expiry of one year from the date hereof.Upon termination of this Deed the Founder Member (or failing which the Club) shall pay to the Trustee all remuneration then owing to the Trustee together with any outstanding out-of-pocket expenses and all expenses incurred by the Trustee in transferring or otherwise disposing of the title to the Property in the manner hereinafter provided. The Trustee shall in the event of this Deed being terminated transfer the Property or procure the same to be transferred (at the expense of the Club or failing which at the expense of the Founder Member) to any succeeding trustee or otherwise as the Committee of the Club in writing may direct. In the event of the Committee failing to give such a direction within thirty days of being requested by the Trustee in writing to do so the Trustee may take whatever action it in its sole discretion considers appropriate which may include selling the Property and placing the net proceeds of sale on deposit receipt pending an authoritative decision on the destination of the monies.
  1. THE Company and the Founder Member on behalf of the Club and as a separate covenant for themselves jointly and severally undertake:
    1. to give to the Trustee the names and addresses of all officers of the Club
    2. to inform the Trustee within 21 days of any change in the holders of any office with the full name and address of each new officer
    3. to give to the Trustee at any time if requested the name and address of each member of the Club provided that such information shall not be disclosed by the Trustee to any other person
    4. that within seven days of the relevant meeting there shall be delivered to the Trustee duly certified by the Chairman or Secretary of the Committee of the Club an excerpt from the Minutes of any meeting of the Committee or of the members of the Club minuting the resignation of any officer or other member of the Committee of the election or appointment of a new officer or committee member and any change in the Constitution of the Club approved by the members thereof
    5. that there shall be delivered to the Trustee

i. a copy of each set of annual audited accounts of the Club (in the event of accounts being required in terms of Article 18 of the Constitution) as soon as the same is available and

ii. notice of any General Meetings of the Club and a copy of the Agenda and of any resolution to be proposed at the meeting at least 14 days prior to such meeting and

iii. minutes of any such meeting as soon as the same is available

iv. a copy of any contract relating to the management of the Club.

THE Trustee shall have the right to attend and receive notice of all General Meetings of the members of the Club but shall have no right to vote at any such meetings.

NOTWITHSTANDING the provisions of this Deed neither the Trustee nor any holding, subsidiary or associated company of the Trustee shall be precluded from acting as banker, investment manager or adviser to either or both of the Founder Member or the Club nor shall the Trustee nor any holding, subsidiary or associated company thereof be precluded from making any advances to either or both of the Founder Member or the Club on such terms as may be agreed or making any contract or entering into any financial or other transaction in the ordinary course of business with either or both of the Founder Member or the Club and shall be entitled to charge interest on overdrawn accounts and make the usual banker’s charges and shall not be liable to account either to the Founder Member or the Club for any profit made in connection therewith.
ANY notice which is required to be given in pursuance to any provision of this Deed shall be given or served by pre-paid first class recorded delivery or registered post, telegram, cable or telex addressed to the Company, to the Founder Member or to the Trustee as the case may be at their respective registered offices or (in the case of notice to be served on the Club) to the Committee of the Club c/o Barratt Villacana Club, Estepona, Malaga, Spain and any notice sent by post shall be deemed to have been given or served at the time of dispatch.
THE Trustee and the Founder Member shall be entitled by deed supplemental hereto to modify, alter or add to the provisions of these presents in such manner and to such extent as they may consider expedient for any purpose PROVIDED THAT UNLESS the Trustee shall certify in writing that in its opinion such modification, alteration or addition does not prejudice the interest of the members and does not operate to release the Trustee or the Founder Member from any responsibility to the members no such modification, alteration or addition shall be made without the sanction of a resolution of a General Meeting of members duly convened and held in accordance with the Constitution of the Club PROVIDED ALSO THAT no such modification, alteration or addition shall impose upon any member any obligation to make any further payments in respect of his membership of the Club or to accept any liability in respect thereof.
THIS Deed shall be governed by and construed in accordance with Scots law and the jurisdiction of the Court of Session is hereby prorogated.

SCHEDULE I

General terms and conditions upon which the Trustee accepts appointment.

The Trustee may act by a proper officer or officers and may appoint as its proper officer any officers of Barclaytrust International Limited.
The Trustee’s remuneration for its services shall be free of all taxes or fiscal impositions whatsoever and the Trustee shall have a first charge upon the estate or trust fund in respect of such remuneration and shall be exclusive of all legal costs and disbursements, agents charges, staff travel costs, postages, telephone calls and other expenses properly incurred and paid.
Subject to any express provisions to the contrary hereinbefore set out the Trustee may in its absolute discretion determine how remuneration due to the Trustee shall be borne as between different parts of an estate or trust or as between the beneficiaries and every such determination shall be binding upon all persons concerned.
The Trustee may without being liable to account for any profit thereby made:-
1. act as banker and transact any banking or allied business on normal banking terms
2. retain the customary share of brokerage and other commissions
3. perform any service on behalf of the estate or trust and make charges commensurate with the service rendered
4. employ at the expense and on behalf of the estate or trust any parent or associated or subsidiary company as banker or to transact any allied business or for any purpose for which a Trustee is entitled to employ any agents
5. retain any remuneration received as a result of any appointment of a nominee as a director or officer of any other company whose shares or debentures shall from time to time be held in the estate or trust
The Trustee shall not be required by reason only of the general rule preventing a trustee from deriving a profit from his trusteeship to account to the estate or trust for any profit made in the ordinary course of business by the Trustee or any holding or associated or subsidiary company arising from any exercise of any power of discretion conferred by the Trust instrument as hereafter amended or by Law.
The Trustee may at its discretion vest any property of the estate or trust in any person or corporate body as its nominee.
All monies, securities, title deeds and documents belonging to or relating to the Property or this trust shall be under the exclusive custody and control of the Trustee or any other person having all reasonable facilities for verification or inspection and the name of the Trustee or the name of its nominees shall be placed first in the Register of all stock, shares, securities or property.
Unless otherwise provided in the trust instrument every appointment whether under the statutory power or under any special power of a new trustee during the period of trusteeship of the Trustee shall be subject to the consent in writing of the Trustee.

CONSTITUTION OF THE VILLACANA CLUB

THE BARRATT VILLACANA CLUB – SUPPLEMENTARY DEED OF TRUST

between

BARRATT INTERNATIONAL RESORTS LIMITED (formerly called Barratt Multi-Ownership & Hotels Limited), incorporated in Scotland and having its registered office at 66 Queen-Street, Edinburgh EH2 4NE (hereinafter called “the Company” or “the Founder Member” as the context so requires) OF THE FIRST PART

and

BARCLAYS PRIVATE BANK & TRUST LIMITED (formerly called Barclaytrust International Limited), registered in Jersey, Channel Islands and having its registered office 39/41 Broad Street, St Helier, Jersey, Channel Islands (hereinafter called “the Trustee”) OF THE SECOND PART

WHEREAS:

(A) The Company is the Founder Member of the Barratt Villacana Club (“the Club”).

(B) The Company and the Trustee entered into a Deed of Trust dated 15th January 1986 (“the Deed of Trust”) pursuant to the terms of the Club’s Constitution in terms of which the Founder Member appointed the Trustee and the Trustee agreed to act as Trustee on behalf of the Club and the members thereof for the purpose of holding the Property as Trustee in trust for the members from time to time of the Club entitled thereto under the Constitution.

(C) In terms of Clause 19 of the Deed of Trust, the Trustee and the Founder Member are entitled by supplemental deed to alter the provisions of the Deed of Trust as they consider expedient provided that the Trustee certifies in writing that in its opinion such alteration does not prejudice the interests of the members and does not operate to release the Trustee or the Founder Member from any responsibility to the members and provided also that no such alteration shall impose upon any member any obligation to make any further payments in respect of his membership of the Club or to accept any liability in respect thereof.

(D) The Trustee has agreed to provide the necessary certification.

(E) In terms of Clause 3 of the Trust Deed, the Trustee shall deal with the Property only in accordance with the written directions and requests of the Committee of the Club.

(F) The Committee of the Club has requested that the Trustee enter into this Supplementary Deed of Trust.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:-

In this Deed, except where the context otherwise requires, the words and expressions defined in the Deed of Trust shall have the same meaning when used in this Deed and the recitals hereto, except that for the purposes of this Deed and for the purposes of the Deed of Trust the expression “the Holding Companies” shall mean

“the companies each being the owner of one or more Apartments and any other company, the shares of which are issued or transferred to the Trustee or its nominees with the agreement of the Founder Member and the Trustee to be held on the trust provisions herein declared and “Holding Company” shall be construed accordingly”.

The Deed of Trust is hereby amended accordingly.

For the avoidance of doubt, after the date hereof each Holding Company shall hold the title to such number of Apartments as the Trustee may from time to time consider appropriate and the Trustee, if so directed by the Committee of the Club, shall transfer title to Apartments between Holding Companies for the purpose of altering the number of Holding Companies.
The Trustee hereby certifies that in its opinion the alteration to the Deed of Trust made by this Supplementary Trust Deed does not prejudice the interests of the members of the Barratt Villacana Club and does not operate to release the Trustee or the Founder Member from any responsibility to the said members.
Save as amended hereby, the parties hereto hereby reaffirm the terms of the Deed of Trust.
This Supplementary Deed of Trust shall be governed by and construed in accordance with Scots law and the jurisdiction of the Court of Session hereby prorogated.

For more information regarding this article or assistance in any other timeshare related issues please contact the TCA on 01908 881058 or email: info@TimeshareConsumerAssociation.org.uk

Villacana- you own it!

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