Liability In Unincorporated Associations

An unincorporated association is a group that does not have separate legal personality from its members. Unlike the case of a company, there is no separate body with limited liability. The members of an unincorporated association have duties and liabilities to each other that stem from the rules of the association. Sports clubs, local organisations, charitable fundraising groups or community groups very often comprise unincorporated associations.

The liability of members for any wrongdoing by other members of the group varies according to the wrongdoing that has taken place. Liability in unincorporated associations under Irish contract and tort law is summarised below.

Contractual Liability

It is not possible to contract with an unincorporated association itself. Individuals contracting on behalf of an unincorporated association may be personally liable for breaches of the relevant contract or they may be found to be acting as agents for the members, depending on the scenario. Where the rules of an unincorporated association authorise a member to sign a contract on behalf of the unincorporated association, he will sign the contract as agent on behalf of the other members and all of the members will be liable for any breach. Where the management committee has authorised a member to sign a contract as agent on behalf of the unincorporated association, the management committee itself will be liable for any breach. Where a member has signed a contract on behalf of an unincorporated association where he or she has not been authorised (by way of the rules of the association, a committee of the members or otherwise) he or she may be found personally liable for any breach of such contract. In summary, the principal of a contract signed by a member on behalf of an unincorporated association will be; the member himself; or the committee or members of the association who authorised the member to sign that contract. The principal of the contract cannot be the association itself as it does not have legal personality.

Where a governance committee such as a management committee authorises a person to enter into contracts on behalf of the association, there should be a clear agreed procedure for demonstrating that authorisation has been given (usually by way of minutes at committee meetings). Committee members absent from such meetings may not necessarily be liable as principals. It is important that unincorporated association rules set out very clearly...