Places for People Group Retirement Benefit Scheme – High Court approves complex settlement

Background

In late December 2025, the High Court handed down judgment in Places for People Pension Trustee Limited v Places for People Group Limited & Ors. This case concerned a defined benefit, contracted-out occupational pension scheme that closed to future accruals for all members in 2010. Between 1993 and 2011, a series of documents and deeds were purportedly executed to vary members’ benefits. As was common for pension provision in that period, most of the variations intended to reduce benefits, although some sought to implement changes for the advantage of members.

The difficulty in this case arose because a number of the documents that tried to implement these changes suffered from: (i) improper execution, (ii) invalidity arising from a failure to obtain Section 37 confirmation under the Pension Schemes Act 1993 (“Section 37”) (now referred to as the Virgin Media issue, on which you can see our commentary here), and (iii) drafting issues, including where changes appeared to have been validly made, but their effect contradicted the intention of the parties (for example, by increasing benefits rather than reducing them), necessitating an application for rectification.

Parties and Stakeholders 

The proceedings involved a number of parties and stakeholders, reflecting both the Scheme’s history and the complexity of the issues in dispute.

The Trustee sought a Representation Order on the basis that:

• The Trustee of the Scheme (Places for People Pension Trustee Limited), as claimant, represented stakeholders whose interests aligned with upholding amendments that reduced benefits; and
• The Representative Beneficiary, Ms Parkinson, was appointed to represent stakeholders whose interests lay in outcomes that increased benefits. 

The Employers (Places for People Group Ltd and Places for People Homes Ltd) were parties themselves, so their representation was not determined by the Order. 

The Court acknowledged that due to the variety of issues impacting different represented classes in different ways, it would likely mean that a represented class may have to switch representative depending on the particular issue being considered. The court was satisfied that the relevant Civil Procedure Rules were flexible enough to accommodate this approach, and indeed that that had been acknowledged in previous pensions cases (Capita ATL Pension Trustees Ltd v Zurkinskas  [2010] EWHC 3365 (Ch)).

The Settlement

The court made the Representation Order requested and approved a settlement under Civil Procedure Rule 19.9, as it was satisfied that both the Trustee and Representative Beneficiary had properly represented the respective interests of the stakeholders they represented, and appropriate consideration had been given to the interests of all stakeholders. 

The judge summarised a detailed negotiation and settlement process, which was designed to replicate an “assumed reading” of the Scheme documents for each individual member. This resulted in the potential divergence of benefit entitlement at 13 different ‘junctures’ (which then resulted in 34 separate scenarios, in particular because earlier junctures could have different impacts on later junctures). The various outcomes were ascribed a negotiated statistical probability to determine the value of additional benefits to be awarded to members. 

The settlement presented for the Court's approval was based on rectification of the various deeds being granted, but the court still needed to separately address whether it was indeed appropriate to grant that rectification. The judgment sets out the central propositions as to rectification as agreed between the parties, including that:

• for a rectification claim to succeed, the Trustee must establish a common continuing intention in the deeds requiring rectification which, by mistake, is not reflected in the executed document. The Court found that such intention was established through the evidence presented, and the Representative Beneficiary did not oppose rectification;
• rectification could be subject to an ‘underpin’ (a minimum-benefit safeguard for members) to reflect that some wording, although intended, may not be capable of operating as drafted (due, for example, to restrictions on amending historic service benefits);
• any claim for negligence on the part of the advisers in drafting the defective documentation does not prevent a claim for rectification, and such negligence could explain the inconsistency between the intention and wording;
• post-execution conduct is relevant in determining subjective intention;
• scheme documentation had been drafted incrementally and so consolidating trust deeds had been drawn up which repeated earlier errors. Rectification of these consolidated deeds is possible, but only if the evidence shows that the intention at the time of execution of the later deed was to reflect the members’ entitlement under the earlier deed as rectified. This may not be the case if the intention was merely to copy forward the wording of the original document.

The court was satisfied that both the settlement and rectification of the five deeds of amendment (dated between 1993 and 2011), were appropriate to resolve the validity issues, drafting errors and Section 37 non-compliance. 

Procedural points 

The judge was given access to the parties’ legally privileged advice and without prejudice correspondence to assist in considering the merits of the proposed settlement. In the circumstances, parts of the hearing were held in private – the relevant parties attended sessions dealing with without prejudice correspondence known to them, but separate private sessions were held when reviewing other without prejudice correspondence and in respect of the legal advice of each party. 

These otherwise unusual circumstances are common to a compromise of pension Part 8 litigation, and the judgment serves as a useful reminder that this approach is adopted on the basis that, if the judge did not approve the compromise and the claim proceeded to trial, he would not preside over that trial.

Other matters pointing to reasonableness of settlement 

The judge's view on the reasonableness of the settlement was supported by the fact that the parties had been willing to and had taken the time to reassess their positions when wider circumstances impacted on the issues in the case, in particular in relation to the section 37 issues, the first instance and Court of Appeal judgments in Virgin Media and the announcement of the government's intention to provide a legislative remedy in the Pensions Schemes Bill were all taken into account. 

Conclusion 

The judgment emphasises the complexity of the case and the rigour with which the probability-weighted settlement had been achieved. It noted that it is not necessary for the terms of settlement to match what outcome the court would have reached, or whether a better settlement could be reached in time, but rather that all interests had been duly considered and the settlement was within a range of reasonable settlements that could be reached by the representatives. 

The court noted that had the matter proceeded to trial, it would have resulted in a lengthy and complicated process, and there was added advantage to members receiving additional benefits now rather than after that process, which might result in them receiving less. 

Whilst approval of compromises of pensions Part 8 claims are not unusual, a judgment demonstrating the Court’s approach to approval is not usually provided. This is therefore a very useful explanation of the approach, and a useful reminder that when all the parties agree a settlement, it needs to have been reached with thorough assessment of the issues and presented to the court in detail.

This article was written by Suzanne Padmore, Partner in Pensions Disputes and Lucy Clowes, solicitor. 

A central question will be whether, having due regard to the interests of all persons covered by the Representation Order, the Settlement is within a range of reasonable settlements.

https://caselaw.nationalarchives.gov.uk/ewhc/ch/2025/3371?court=ewhc%2fch