Hickman v Kent or Romney Marsh Sheep-Breeders' Association
British company law case
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Hickman v Kent or Romney Marsh Sheep-Breeders’ Association [1915] 1 Ch 881 is a UK company law case, concerning the proper interpretation of a company's articles, and whether a company member could be bound by its terms.[1]
| Hickman v Kent or Romney Marsh Sheep-Breeders’ Association | |
|---|---|
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| Court | High Court |
| Citation | [1915] 1 Ch 881 |
| Keywords | |
| Company constitution, arbitration | |
Facts
The conflict arose when Hickman complained about the association's refusal to register his sheep in its official flock book, after which he was threatened with expulsion.[2] Article 49 of the association's articles of incorporation stipulated that any disputes between the association and its members must be referred to arbitration.[2] Hickman chose to bypass arbitration and initiated a legal action against the association in the High Court claiming multiple irregularities, including the refusal to register his sheep and the threat of expulsion.[3] In response, the association sought an injunction, insisting that the matter be handled according to the arbitration clause.[1]
Judgment
Astbury J held that the articles prevented Mr Hickman: there was a contract. He was bound. The predecessor to the Companies Act 2006 section 33 creates a contract, which affects members in their capacity as members, though not in a special or personal capacity (e.g. as director). As a member, Mr Hickman was bound to comply with the company procedure for arbitrating disputes and could not resort to court.[1]