THE claim by Guinness against former director Thomas Ward for

repayment of #5.2m paid to him for his services in the Distillers

takeover was ''unanswerable,'' the House of Lords decided yesterday.

Five law lords unanimously dismissed an appeal by the American

attorney, who is fighting extradition to the UK to face criminal charges

in the Guinness affair, against an Appeal Court ruling in May, 1988,

that Guinness was entitled to immediate repayment of the #5.2m on the

grounds that it was unauthorised by the company's board or its articles.

The appeal Judges had also upheld a ruling of Vice-Chancellor Sir

Nicolas Browne-Wilkinson that Guinness was entitled to summary judgment

without a full trial of Mr Ward's contentions that he was entitled to

retain some or all of the money.

Dismissing Mr Ward's appeal, Lord Templeman said Mr Ward claimed the

payment, made to him through his Jersey company, Marketing and

Acquisition Consultants, had been approved by a board committee.

Mr Ward's case was that the fee was for ''advice and services'' he

provided during the Guinness bid for Distillers. In particular he

claimed credit for persuading the Monopolies and Mergers Commission to

allow the Guinness bid, for persuading some reluctant directors to

persevere, and for persuading Distillers to pay Guinness's costs should

the bid prove unsuccessful.

But Lord Templeman said the contract on which Mr Ward relied was

''non-existent''. He said: ''Mr Ward had no right to remuneration

without the authority of the board. Thus the claim by Guinness for

repayment is unanswerable.''

Even if Mr Ward had acted ''honestly and reasonably'' in accepting the

money without board authority, he could nevertheless not be excused from

paying it back.

Mr Ward had sought an order which would entitle him to be paid without

board authority, said Lord Templeman. Such an order would be a breach of

the company's articles which protected shareholders and governed

directors.

Agreeing, Lord Goff of Chieveley said he was not the only person who

had been ''startled'' by the size of the sum Mr Ward claimed had been

paid to him under a binding contract.

Lord Keith of Kinkel, Lord Brandon of Oakbrook and Lord Griffiths

agreed in dismissing Mr Ward's appeal.