HICKMAN
V.
KENT OR ROMNEY MARSH SHEEPBREEDERS’ ASSOCIATION

JELR 61716 (CD)    
Chancery Division  ·  United Kingdom
 · 
Other Citations
[1914 H. 3037.]
CORAM
ASTBURY J.
Core Terms Beta
articles
contract
plaintiff
article
members
articles of association
l. r.
arbitration act
companies
written agreement
positive life assurance co.
present case
pritchard’s case
q. b. d.
companies act
life assurance co.
q. b.
yorkshire fire
annual subscription
lord coleridge c.j.
members of the association
arbitration clause
first place
individual member
legal proceedings
respect of their ordinary rights
rights of members
special contractual rights
sufficient submission
work of the association
above company
account of any contract
annual registration of the pedigrees of such sheep
application of either party
breach of the rules
case of an action
case of a written agreement
consequences of these presents
derogation of the plaintiff
following acts
j. hickman of court lodge egerton
joint stock companies
observance of any lawful regulation of the association
order of the high court of justice
publication of a flock book
romney marsh sheep
subscribers of the memorandum
such information
such meetings
such persons

The true interpretation of the apparently conflicting decisions and dicta on s. 16 of the Companies Act, 1862 (25 AND 26 Vict. c. 89), re-enacted by s. 14, sub-s. 1, of the Companies (Consolidation) Act, 1908, is that though articles of association can neither constitute a contract between a company and an outsider, nor give any individual member special contractual rights beyond those of the members generally, – Pritchard’s Case (1873) L. R. 8 Ch. 956; Melhado v. Porto Alegre Ry. Co. (1874) L. R. 9 C. P. 503; Eley v. Positive Life Assurance Co. (1876) 1 Ex. D. 20, 88; Browne v. La Trinidad (1887) 37 Ch. D. 1 – they do in fact constitute a contract between a company and its members in respect of their ordinary rights as members.

Observations in Imperial Hydropathic Hotel Co., Blackpool v. Hampson (1882) 23 Ch. D. 1, 13; Johnson v. Lyttle’s Iron Agency (1877) 5 Ch. D. 687, 693; Bradford Banking Co. v. Briggs (1886) 12 App. Cas. 29, 33; Wood v. Odessa Waterworks Co. (1889) 42 Ch. D. 636,…

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