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Hello Sir,
In Chapter 7: Corporations and legal personality (Kaplan), there are two cases (1) Hickman v Kent or Romney Marsh Sheepbreeders’ Association(1915) and (2) Beattie v EF Beattie (1938). In both these cases the company’s articles include a clause that disputes were to be referred to arbitration.
Although in the first case when a member brought court proceedings against the company, the proceedings were stopped… while in the latter case when a director(and a member) of the company brought court proceedings, it was held he was not bound by the arbitration clause since he was acting in his capacity as a director and not a member
I did not understand why in the second case the director (and member) was not bound by the arbitration clause and what it is really meant by “acting in his capacity” ?
Articles are binding between the company and its members, the members and the company and the members “inter se qua members”
That bit of Latin means that the articles are binding between the members “in their capacity as members” and not in any other capacity.
In the Beattie case, the plaintiff was suing to enforce a clause in the articles which affected him as a DIRECTOR and not as a MEMBER
OK?
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