Hickman v Kent or Romney Marsh Sheepbreeders' Association
| Jurisdiction | England & Wales |
| Date | 1915 |
| Court | Chancery Division |
Company - Articles - Contract - Action by Member to enforce his Ordinary Rights - Arbitration Clause - Application by Company to stay - Sufficient Submission -
The true interpretation of the apparently conflicting decisions and dicta on s. 16 of the
Observations in Imperial Hydropathic Hotel Co., Blackpool v. Hampson (
An article providing for the reference of disputes to arbitration is a sufficient submission in writing within the Arbitration Act, 1889, ss. 4, 27.
SUMMONS.
The above company was registered on April 23, 1895, as an association not for profit.
Its objects were (inter alia): (a) “The encouragement of the breeding of Kent or Romney Marsh sheep at home and abroad, and the maintenance of the purity of the breed.” (b) “The establishment and publication of a flock book of recognised and pure-bred sires which have been used, or ewes which have been bred from, and of such other flock books (if any) which the council may think fit, and the annual registration of the pedigrees of such sheep as are proved to the satisfaction of the council to be eligible for entry.”
The articles provided as follows:—
Article 5. “The subscribers of the memorandum and articles of association, and such other persons as shall be admitted in accordance with these articles, and none other, shall be members of the association, and be entered on the register as such.”
Article 9 imposed an entrance fee and an annual subscription and provided that the annual subscription should be payable on January 1 in each year unless the member “shall give three months' notice in writing to the secretary, before that date, of his intention to withdraw from the association.”
Article 10. “Every member shall observe all lawful bye-laws, regulations, and orders of the council, for the government and work of the association ….”
Article 11. “Any member who shall fail in the observance of any lawful regulation of the association, or of any lawful bye-law, regulation, or order of the council, may be excluded from the association ….”
Articles 31 to 40 contained provisions as to the constitution and election of the council and officers, and article 41 provided that the management of the business of the association should be vested in the council.
Article 42. “In furtherance, and not in limitation, of the general powers conferred by or implied in the preceding articles, it is expressly declared that the council shall have power to exercise and perform the following acts and duties:—
“(e) To publish such information and to hold such meetings for communication of discoveries and information as the council may deem expedient for the purposes defined in the memorandum of association.
“(f) To receive subscriptions yearly or otherwise from persons wishing to aid the objects of the association, but without admitting such persons to any of the rights of members, except (if the council think fit) the right of receiving all or some of the publications of the association free of charge.
“(g) To fix the amount of the annual subscription, and to make bye-laws and regulations for the government and work of the association, and for shows held by or in connection therewith, to be observed by the members of the association. Provided that no bye-law or regulation shall be made under this power which would amount to such an addition to or alteration of the articles as could only legally be made by a special resolution.
“(h) To impose such reasonable fines, forfeitures, and penalties (including suspension of privileges and incapacity to vote at meetings) for breach of the rules, regulations, and conditions contained in these articles, or to be made by the council in pursuance thereof, as they think proper, provided that no fine or pecuniary forfeiture or penalty shall exceed the sum of 5l.
“(i) To make such regulations as to the entry and registration of sheep in the flock book as they think proper.
“(k) To appoint and remove the secretary, clerks, and other officers, fix their salaries (if any) and duties, and require security if they think proper.
“(l) Subject to the regulations contained in the memorandum of association which relate to the conditions and regulations imposed by the Board of Trade, and to these articles, to dispose of the funds of the association for the promotion of the objects thereof, and in the first place to pay the costs, charges, and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the association.”
Article 45 provided that minutes of every meeting of the association and of the council should be recorded, and should be prima facie evidence of the matters stated therein.
Article 48. “The members of the council and other officers for the time being of the association shall be indemnified out of the funds of the association against all costs, charges, losses, damages, and expenses which they shall respectively incur or be put to on account of any contract, act, deed, matter, or thing which shall be made, done, entered into, or executed by them respectively on behalf of the association, and they shall be reimbursed by the association all reasonable expenses incurred by them in or about any legal proceedings or arbitration on account of the association, or otherwise in the execution of their respective offices, except such costs, losses, and expenses as shall happen through their respective wilful neglect or default; ….”
Article 49. “Whenever any difference arises between the association and any of the members touching the true intent or construction or the incidents or consequences of these presents or of the statutes, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these presents or of the statutes, or touching any breach or alleged breach of these presents, or any claim on account of any such breach or alleged breach, or otherwise relating to the premises or to these presents, or to any statute affecting the association, or to any of the affairs of the association, every such difference shall be referred to the decision of an arbitrator to be appointed by the parties in difference, or, if they cannot agree upon a single arbitrator, to the decision of two arbitrators, of whom one shall be appointed by each of the parties in difference, or an umpire to be appointed by the two arbitrators. And upon every or any such reference the costs of and incident to the reference and award respectively shall be in the discretion of the arbitrators or umpire respectively, who may determine the amount thereof, or direct the same to be taxed as between solicitor and client or otherwise, and may award by whom and to whom and in what manner the same shall be borne and paid; and such decision shall be made an order of the High Court of Justice upon the application of either party.”
On November 11, 1905, the plaintiff sent in the following application for membership and flock entry:—
“I Alfred J. Hickman of Court Lodge Egerton in the county of Kent am desirous of becoming a member of the ‘Kent or Romney Marsh Sheep-Breeders’ Association' (Incorporated) as a flock owner and I engage, when elected, to pay the entrance fees, annual subscription, and such fees for entry of ewe flocks and individual sheep, as may then be in force or subsequently adopted, together with all such costs for inspection and tattooing as may be sanctioned by the council for the time being, and to conform to the rules and regulations of the association, until I, by notice in writing to the secretary, cease to be a member of the association.
“Alfred J. Hickman.”
On December 12, 1905, the plaintiff was duly elected a member, and on December 14, 1905, written notice of his election was sent by the secretary with an intimation that his flock would be inspected. The inspection took place in May, 1906.
On December 18, 1914, the plaintiff issued a writ against the association and Chapman claiming: 1. An injunction to restrain the association from employing Chapman as secretary, and to restrain Chapman from acting as secretary. 2. An injunction to restrain the defendants from taking any steps to expel the plaintiff from the association. 3. An injunction to restrain the defendants from doing any acts in derogation of the plaintiff's rights as a member. 4. A declaration that the plaintiff was entitled to have the resolutions and proceedings of the association and of any committee thereof truly and accurately entered in the minutes, and consequential relief. 5. An injunction to restrain the defendants from incorrectly recording such resolutions in the minutes. 6. An order...
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