AKD THE LAW OP SD FRIENDLY SOCIETIES! 3)0] "i DALY. DND EDITION. 3/8 1889 -U1.UA UK, St. LViilce's Crescent Totterdown, Bristol. >e sued. or unregistered bodies or associations, unless they arc in the nature of busi- ness firms or partnerships, cannot sue nor be sued except in the names of all 8 CLUB LAW. the individuals composing them. An incorporated body, or a registered society, may sue or he sued in the name of its officers ; a firm may sue or be sued in the partnership name, an ordinary club cannot, as such, sue or be sued — it can only operate or be operated upon through its members as individuals, and as regards them only so far as they have acquired rights or incurred liabilities in their connection with the club. This is the view en- forced in all the earlier leading cases, and perhaps most distinctly in the case of Beaumont v. Meredith (/), the principle of which has not been impaired by more recent cases. The effect of the rulings in all such cases is that where it is sought to make a (/) A 3 V. & B. 180. Sec also Grossman v. The Granville, 28 Sol. J. 513. CLUB LAW. 9 club liable for wrongs done or duties neglected, all the members must be made parties as individuals, and, con- versely, when it is the club which desires redress, all the members must sue individually. In Beaumont v. Meredith the proceedings were taken against the trustees of an unregistered friendly society by some members who objected to the dissolution of the society, and required an account to be taken. It was held that no suit would lie against the trustees as the representatives of the society. The society had no corporate capacity or legal existence ; it was a mere club or non-commercial partnership, all the members of which would have to be made parties in any suit. But the fact that a club has no 10 CLUB LAW. rights and no obligations does not imply that the members have none either. They have both. Here the subject naturally divides itself into two branches: — 1. The inter se' rela- tions of club members ; 2. Their re- lations towards strangers or non- members. THE INTER SE RELATIONS OF CLUB MEMBERS. Rules and Resolutions are binding. The members of a club are bound amongst themselves by the rules to which they have subscribed, and which they are assumed to have accepted (g). The rules constitute a (g) In Bagett v. Musgrave (2 C. & P. 556) it was held that if the rules of a club are contained in a hook accessible to the members, every member must be takenjto be acquainted with them. CLUB LAW. 11 written contract into which the mem- bers generally have entered, and they arc hound by that contract as defined by the rules. Rules may be of any kind. There is nothing to prevent people from agreeing to associate together under certain rules and condi- tions, with penalties for the violation of them. The rules and penalties must not, however, be contra bonos mores*' or in other respects unlawful. But apart from such limitations, mem- though x fantastic ; bers of a club may agree to any rules they please, however fantastic or peculiar. It might be a condition of membership that a person attaining a certain age, or getting married, or becoming a widower, or falling below or rising above a certain standard of bodily weight, &c, &c, should lose all interest or benefit in the club, and 12 CLUB LAW. such a rule would be binding, and its enforcement not unlawful. If the rule is clear and indisputable, the members are bound by it, and it is not easy to conceive of a case in which a court of law would interfere to protect a member from the fair though mi- operation of a rule, however unreason- able, which is not in itself unlaw- ful (h). (h) A friendly society had a rule (common with benefit societies) that members on sick pay should do no work of any description. A sick-pay member was expelled on being detected in sawing up some logs to burn in his own cottage fire place. He obtained a judgment in his favour, not on any grounds of unreasonableness in the rule, but be- cause, in the opinion of the court, the cutting up of a little wood for use on his own domestic hearth was not "work," and he had not, therefore, violated the rules. This was a registered friendly society case (tried at Warwick County Court, March, olst, 1887), but it serves to illustrate the point as to interpretation of rules by a court of law. CLUB LAW. 13 Nor will a court interfere with the Resolu- tions resolutions or decisions of the members binding— or committee of a club, under autho- rity of the rules, unless it can be shown (l)that the rules in question if lawful, arc in themselves unlawful, or con- trary to natural justice ; or (2) that ™s uI;,1 > thc disputed resolution or decision was not arrived at regularly or in accordance with the rules, or was arrived at maliciously or in bad faith; or (3)that the member aggrieved by fairly the resolution or decision was not afforded a fair opportunity of explain- ing and defending himself. A club, or committee, in taking upon itself the functions of a quasi judicial tribu- nal, must conduct its proceedings with regularity and fairness, and the deci- sions it comes to must be free from personal animus, or any unfair motive. 14 CLUB LAW. But the mere unreasonableness of a decision is not in itself sufficient to induce a court to pronounce it invalid. If it has been arrived at in regular form and in good faith, a court will ?7 en , not interfere. The unreasonableness though un- reasonable. f a d ec i s i n may be evidence of malice, but it is not conclusively so, and the presumption of malice may be rebutted by evidence of good faith. For the foregoing points, in this para- graph, the chief authorities are Daw- kins v. Antrobus, 17 Ch. D. 615; HopJcinson v. Marquis of Exeter, 5 Eq. 63; Fisher v. Keane, 11 Ch. D. 353; Labouchere v. Earl of Whamcliffe, 13 Ch. D. 346 ; Innes v. Wylie, 1 C. & K. 257 ; Lambert v. Addison, 46 L. T. 20 ; Tantussi v. Molli, 2 T. L. R. 731 ; Seaton v. Gould, 5 T. L. R. 309. Some of the above cited cases are CLUB LAW. 15 referred to more fully further on, in connection with the subject next treated upon — a subject which has relation to by far the large majority of club cases and club disputes in and out of the law courts. EXPULSION OF MEMBERS. Before the passing of the Judicature Act, 1873, a court of equity had alone jurisdiction to interfere at the instance of a complainant to prevent his being improperly expelled from a voluntary society like a club, and the late Master of the Rolls (Sir George Jessel) held the foundation of that jurisdiction to Property the fouu- be the right of property vested in the dationof member, of which he is unjustly de-* 10 ^™ prived by unlawful expulsion. In such matters the jurisdiction is not now exclusively equitable, but (if the 16 CLUB LAW. dictum of Sir George Jessel is right) there must be property in question to give the expelled member a right of action. " There is" (said the Master of the Rolls in Rigly v. Connol(i)) " no jurisdiction that I am aware of re- posed in any of the Queen's courts to decide upon the rights of persons to associate together when the associa- tion possesses no property. Persons, and many persons, do associate to- gether without any property in com- mon at all. A dozen people may agree to meet and play whist at each other's houses for a certain period, and if eleven of them refuse to asso- ciate with the twelfth any longer, I am not aware that there is any juris- diction in any court of justice in this country to interfere. Or a dozen or (*) 14 Ch. Diy. 482. CLUB LAW. 17 u hundred scientific men may agree with each other in the same way to meet alternately at each other's houses, or at any place where there is a jdossi- bility of their meeting each other ; but if the association has no property, and takes no subscriptions from its members, I cannot imagine that any court of justice could interfere with such an association if some of the members declined to associate with some of the others. That is to say, the courts, as such, have never dreamt of enforcing agreements strictly per- sonal in their nature, whether they are agreements of hiring and service, being the common relation of master and servant, or whether they arc agreements for the purpose of plea- sure, or for the purpose of scientific pursuits, or for the purpose of charity C'.L. c 18 CLUB LAW, or philanthropy — in such cases no court of justice can interfere so long as there is no property the right to which is taken away from the person complaining. If that is the founda- tion of the jurisdiction, the plaintiff, if he can succeed at all, must succeed on the ground that some right of pro- perty to which he is entitled has been taken away from him. That this is the foundation of the interference of the courts as regards clubs I think is quite clear." In proof of this, the Master of the Rolls quoted from the judgment of the Lord Chancellor in the St. James's Club case, and from that of Lord Romilly in HopJcinson v. The Marquis of Exeter. In the latter case, which (as already indicated) is an illustrative one on more than one point of club law, the CLUB LAW. 19 plaintiff was a member of the Conser- vative Club, and his political consis- tency in certain matters was called in question. The rules of the club made no reference to political opinions, but there was a rule to the effect that "in case any circumstance should occur likely to endanger the welfare and good order of the club" a member might be expelled by the two-thirds majority of a general meeting. A meeting was properly called to con- sider the conduct of the plaintiff. The proceedings were fair and re- gular, and, in accordance with the rule, the plaintiff was expelled. The court was asked to reinstate him in his position as member of the club, on the grounds that he had not violated any rule, and had done nothing to "endanger the welfare and good order c2 20 CLUB LAW. of the club." The court declined to interfere. In giving its decision, Lord Romilly, M. R., said, " This is an application by the plaintiff, asking a declaration that he is entitled to the enjoyment of the projjerty and effects of the Conservative Club, and to parti- cipate in its rights, privileges, and benefits, and also that the defendants, the committee of the club, may be restrained by injunction from exclud- ing him therefrom." Referring to the rules, his Lordship said, "It is clear that every member has contracted to abide by the rule which gives an absolute discretion to two-thirds of the members present at a general No appeal meeting to expel any member. If the if decision ° x J m regular, decision has been arrived at bond fide ^ without caprice or improper motive, then it is a judicial opinion, from CLUB LAW. 21 winch there is no appeal. None but the members of the club can know the little details which arc essential to the social well-being' of such a society of gentlemen, and it must be a very strong case that would induce this court to interfere. I am of opinion that this was a bond fide meeting, and one that was fairly called ; that the question was fairly submitted to the meeting; that the decision adopted was arrived at bond fide, and not through any caprice, and was therefore final. The bill must be dismissed with costs." It is noteworthy that in this case the expulsion of the member was held to be unimpeachable, although he had — ( broken no express rule of the club; it 1 ' 1 " 10 " was held that there was nothing con- trary to natural justice in a rule under 22 CLUB LAW. which any member might be expelled by the decision of a general meeting ; and it was, in effect, also held that such a meeting is to be the judge of what is a "case," or what are " cir- cumstances likely to endanger the welfare and good order of the club." Of course, at every stage, and in every phase of the proceedings, there must be perfect good faith and ab- sence of personal animus, as well as regularity. DawJcins v. Antrobu's is also an illus- trative case on some points. The plaintiff claimed a declaration of the court that a resolution passed by the committee and a general meeting of the Travellers' Club, expelling him, was invalid. In giving judgment in the Court of Appeal, Lord Justice James said, " We have no right to sit as a CLUB LAW. 23 court of appeal upon the decision of the members of a club duly assembled. All we have to consider is whether the if there /IT 1 • has hern notice (calling the meeting) was or regularity was not given according to the proper rules, whether the meeting was pro- perly convened, and whether the meeting, if properly convened, had conic to the conclusion that this gen- tleman ought to be expelled." And Court wai * not go into again, u Unless we can say that their ments > decision, that such conduct would be injurious to the character and interests of the club, was so manifestly absurd and so manifestly idle that it could only have been a false pretence to cover something else, and therefore was, in fact, fraudulently put forward for the purpose of giving effect to some prc-conccivcd notion of remov- ing him without just cause — for which 24 CLUB LAW. I can sec no ground or foundation what- ever — we have no right to sit in judg- ment on their decision." On the same occasion Lord Justice Brett observed, " The court has no right, in my opinion, to consider whether what was done was right or not, or, even as a substantive question, whether what was decided was reasonable or —will only not. The only question is whether consider J ■ L good faith, [i was jj 0ni i fi c i e y And further on in his judgment the same learned judge remarked, " I see no grounds for say- ing this is not a reasonable decision ; but I wish to say further, if I thought it an unreasonable decision, I should have declined to come to the conclu- sion that there was any malice or want of good faith in those who de- cided it." In Tanhissi v. 3foIU, the plaintiff CLUB LAW. 25 had likewise been expelled from his club (the Italian Couriers), the ground of expulsion being that his conduct had been nocivo, i.e., hurtful to the general interests of the club. [It was imputed to him that, in an altercation with the manager of the club, he had used very strong language.] A meet- ing was called and he was expelled, and thereupon he took proceedings to be reinstated as member. Shortly after the commencement of the pro- ceedings, it was found that the meet- ing had been irregular, and another meeting was called free from irregu- larity. At this meeting a resolution, similar to the former one, was passed pronouncing the expulsion of Tantussi. This was after an effort had been made to settle the dispute by an offer to re-admit Tantussi on his dropping 26 CLUB LAW. the action and paying costs, which offer he declined to accept. It was contended for the plaintiff that the resolution for his expulsion passed at the second or regular meeting was not arrived at bond fide, but only with the object of estopping him from the ac- tion which he had commenced after the first or irregular meeting ; this (it was contended) was shown by the nature of the proposals made to him to resume membership. Taking that view, the jury found a verdict in favour of the plaintiff, apparently with the approval of Field, J. In Lambert v. Addison, the point of in- terest was as to the question of malice. The expelled member Lambert had (it was alleged), rendered himself obnoxious by the mode in which he opposed the re-admission to member- CLUB LAW. 27 ship in the club of one G. He was in consequence expelled by a two-thirds majority of the committee (the pro- portion required by the rules), but his adversary G. voted in that majority, which would not have been complete without his vote. Lambert's griev- ance was that Gr. and others voted against him out of ill-will or malice, and not out of regard for the interests of the club. The court refused to interfere, holding that the evidence of malice was not suflicient. LIABILITY FOR LOANS. If money is borrowed under the rules or the resolutions, or on deben- tures lawfully issued in pursuance of rules or resolutions, or similarly for any legitimate club purpose, the lender 28 CLUB LAW. lias a lien on the property of the club for his debt. (See post, p. 58.) And club members are liable to their committee for their proportionate share of money borrowed by the committee during their membership, under the rules, and on securities given in accordance with the rules, with their knowledge and assent ; iscontinu- and such liability is a continuinq ing. ... . . liability, and is not got rid of by resignation. Moiuitcashcl v. Barber, 14 C. B. 53 ; Parr and others v. Brad- bury, 1 T. L. E. 285 and 525. In Mountcashcl v. Barber, the plain- tiff and the defendant were members of a club called the Colonial Society, and on the management committee. The club getting into debt, a resolu- tion was passed at a general meeting of the club (at which Barber was not CLUB LAW. 29 present), on the 1st of June, 1852, to the effect that a loan of £4,000 was necessary to free the society from outstanding liabilities, and that the committee be empowered to raise that sum on the guarantee of the society. At a meeting of the committee on the 15th June (at which Barber was present) the above resolution w r as discussed ; and, at a general meeting of the society, held on the same day, the resolution for the loan was con- firmed. At a meeting of the com- mittee on the 3rd of August (at which Barber was not present), the terms of a loan of £4,000 from the Com- mercial Bank were arranged, and the money was placed to the credit of the club on the 5th, their account being at the same time transferred from another bank to the Commercial 30 CLUB LAW. Bank. On the 12th of August, the signatures of Barber and of certain other members of the committee, who were authorized to sign cheques on behalf of the club, were transmitted to the Commercial Bank ; and various cheques were afterwards drawn by Barber and other members of the committee upon the Commercial Bank for the current expenses of the club. An action having been brought by the Commercial Bank against Mount- cashel to recover the balance due to them from the club, and judgment having been recovered therein against Mountcashel for a large sum, which Assent ho had paid : — Held, that there being and ratifi- . ■■ r> i • • , / l cation. evidence 01 his previous assent to, and subsequent ratification of, the act of the committee in obtaining the loan, Barber was liable to contribution ; CLUB LAW. 31 and that the proceedings at the meet- ings at which he was not present were admissible in evidence against him in an action brought by Mountcashcl to enforce such contribution. The defendant in Parr v. Bradbury continuing ° liability. had been a member of a club in Liver- pool from its foundation in 1879 to April, 1883, when he resigned, after 1 laving paid up his subscriptions and all claims upon him. At the dissolution and winding-up of the affairs of the club in the following November, it was found that the liabilities were largely in excess of the available assets. A portion of those liabilities arose from debentures, which had been regularly issued by the committee, under the rules, to raise the sum of £2,000 for the establishment, furnish- 32 CLUB LAW. ing, &c, of the club. This amount had been reduced by the payment of annual instalments ; but there were debts to ordinary creditors, and a deficiency arising from the embezzle- ment of £120, amounting to a further sum of £3,300. It was a provision in the rules that in the event of the club being dissolved, and the property of the club being insufficient to discharge liabilities, the committee should re- quire each member for the time being to pay his proportion thereof. Another provision was that ex-members should not be liable beyond the 31st of March in any year after their retirement. The defendant objected to pay his quota on the ground that he was not liable for deficiencies discovered, or actually occurring, after he had ceased to be a member of the club, or at any CLUB LAW. 33 rate after the following 31st of March. He was not liable for any subsequent payments due on debentures, and had no liability for ordinary debts in- curred by the committee. On the part of the plaintiffs (the committee of the club) it was contended that the money borrowed on the debentures involved a continuing- liability, and the defendant had participated in the benefits of the money so raised; he was also liable generally, under the rules, in the event of a dissolution and deficiency. The county court judge at Liverpool, who originally tried the case, held that the defendant was not liable as regards the ordinary debts, but had incurred a continuing liability for a proportionate share of the unpaid debenture debt, and gave j udgment accordingly. C.L. d 34 CLUB LAW. This ruling and judgment were subsequently brought under the con- sideration of the Queen's Bench Division — first, before Coleridge, L. C. J., and Grove, J., and again before Manisty and Wills, JJ. — and upheld. Manisty, J., observed upon the case : — u The language of the rules might, no doubt, lend some colour to the contention raised on behalf of the defendant (in reference to releasing him from a continuing liability), but the rules must be rea- sonably construed, and when their good sense was considered it was clear that the defendant could not get rid of his liability." The a reason- able construction of the rules," as thus defined, would seem to involve; this principle — that a rule is not good which professes to relieve members CLUB LAW. 35 (after a certain date) from continuing liabilities to which they would other- wise, and in the ordinary course, be subject. RECOVERY OF SUBSCRIPTIONS, ETC. Where (as in almost every case) Subscrip- •/ ' tions re- the rules of a club provide for the coverabie. payment of subscriptions by mem- bers, the secretary, or other autho- rized officer, can sue for their re- covery if not paid. If the rules require notice of resignation to be Notice of , . resignation given, the subscription must be paid necessary. to the expiration of such notice. Money due for food, &c, consumed by a member can also be recovered by legal proceedings. In the cases referred to below (/), the " master" (/>•) Ragett v. Bishop, and Iiagett v. Musgrave, 2 0. & P. 343, 556. d2 3G CLUB LAW. of the Cocoa Tree Club, St. James' Street, London, was empowered by the rules to collect the subscriptions of the members. Two defaulting members, Bishop and Musgrave, were sued by the "master" for subscrip- tions due for the year 1824, and in each case defendant was held liable and ordered to pay. It was urged, in the course of the cases, that de- fendants were not bound by the rules as to payment of subscriptions, notice of resignation, &c, for there was no Know- proof that defendants had a know- ruies. ledge of the rules, or that they had been brought under their notice. It was in evidence that the whole of the rules of the club were contained in a book kept by the "master" acces- sible to members, but no copy of the rules was posted up in the club, nor CLUB LAW. 37 presented to the members. Abbottj C. J., held that, under such circum- stances, the members of a club must be held to be acquainted with the rules. WHIPS. When a club is financially embar- rassed, resort is sometimes had to a " whip," or " whip up," to relieve it — that is, a demand or request upon the members for a contribution of so much per head. This demand is not enforceable, and can only be voluntarily responded to. Members are only bound to pay their bills and subscriptions or other amounts they have agreed to pay, and have no further and indefinite liabilities. The committee cannot require a member 38 CLUB LAW. to contribute to losses or expenses not incurred by his authority or with his consent — he is not liable, in effect, except to the extent to which he has agreed or contracted to be so. CLUBS AND STRANGERS. The rights and liabilities of clubs as regards strangers, or non-members, have been the subject of many legal disputes and decisions, all of which have one common character. They are all struggles to apply the ordinary laws (chiefly of contract) to cases in which one of the parties interested is a collective entity devoid of corporate character and capacity. Those strug- gles, in the absence of any special legislation to guide them, have de- veloped points of practice and induced CLUB LAW. 39 the recognition of legal principles which give a somewhat special cha- racter to the judical treatment of cases in which clubs are involved. Club law is, in fact, case-made law, and it is only from an examination of the cases that it is possible to arrive at correct notions of the principles upon which rights and liabilities in connec- tion with clubs and club membership are defined. The external relations of clubs Contracts • i . , . p with necessarily involve questions of con- strangers. tract rather than of tort ; and as there can be no contract with a body which has no legal corporate existence, it follows that every dispute of a con- tractual character in which a club is involved, must be decided upon points of individual liability. 40 CLUB LAW. Liability of The general principle is this : no members. .,..,.. individual member of a club, or com- mittee of a club, is liable for goods supplied to, or debts otherwise in- curred by, the club, if he has not in any way pledged his personal credit. In an ordinary commercial partnership one member can bind the rest, under certain conditions ; but in a club or non-trading voluntary society, the rules and principles of which do not contemplate the incurring of debt, a member or a committee cannot pledge the credit of the other members. This is the sense of all the older de- cisions (I), reaffirmed very clearly in Jones v. Hope, in the Court of Appeal, April 16th, 1880 (m). (0 Flemying v. Hector, 2 M. & W. 172; Todd v. Emly, 7 and 8 M. & W. 427 and 505. (m) 3 T. L. E. 247. CLUB LAW. 41 A member of a elub who concurs in Assent and ratinca- an order for goods, work, &c, or who tiou - subsequently assents to or ratifies such order, is equally liable with the mem- ber or members more directly con- cerned in giving the order (n), unless it can be shown that the person supply- ing the goods, &c, gave credit only to the latter. But the mere entry of the E ™^. name of a member on the creditor's™^* book is not in itself sufficient evidence that such member gave the order, or is responsible for it ; nor, on the other hand, is such entry conclusive against the creditor ; for the creditor may have mistaken the person who gave the order as being the agent of A, when, in fact, he was the agent of B, and for this mistake neither the credi- tor nor A is to suffer (o). („) Stansfield v. Ridout, .") T. L. E. G5G. (.<) Delaunay v. Strickland, 2 Starkie, 416. 42 CLUB LAW. riedging But what is "pledging personal credit. credit " ? This is a large and import- ant question, and one upon which there have been numerous, though not always harmonious, decisions. It was raised and decided upon in the older case of Luclcombe v. Ashton (o), and more acutely in recent cases arising out of the collapse of the Empire Club in 1886. One of those actions, Overton v. Overton v. Heivett ( p), was instituted by a tradesman who had supplied goods to the club. He had received a circular letter signed " R. Stevens, Solicitor to the club," requesting him to be good enough to supply the club. He examined a list of the members, and finding they were all persons of excellent position and undoubted re- (o) 2 F. & F. 705. (p) 3 T. L. E. 240. CLUB LAW. 43 spectability, he undertook to supply the club as requested. For a time his accounts were regularly passed and paid by the committee, but later on they got into arrear, and he could not get paid. At length he entered an action against members of the management committee to recover £6,000 due to him. At the trial, in cross-examination, he said: — " I saw such a list of eminent men figuring on the management committee that I did not think there was any reason to suppose that my bill would, under any circumstances, be allowed to go unpaid." This was held conclusive as to the circumstances under which the goods had been supplied— namely, in reliance on the general respectabi- lity of the members of the club — and the Court held that the plaintiff could 44 CLUB LAW. not recover against any individuals. This is in accordance with the general doctrine of personal liability as formu- lated in prior decisions. Personal But in a second, and almost identi- crcdit ' pledged i>y ca ] case, this doctrine was subiccted ''authori- ' « sation." f a scvere test. This was the case of Steele v. Gourley (q). The plaintiff had received from the same solicitor of the Empire Club a circular letter similar to the one received by the plaintiff in the former case ; and he, also assuring himself of the respect- ability of the club, sent in supplies. The order forms which bore the words, " Deliver to the Empire Club," and the name of the solicitor, were commonly filled up by the steward or (7) 3 T. L. E. US, GG9, and 772. CLUB LAW. 45 a servant according to the daily re- quirements of the club. In the trial of the case before a jury in the Queen's Bench Division, Mr. Justice Day laid it down that when goods are supplied to a club they are supplied on con- tract, and a contract must be entered into with some one who can be held responsible. " A club " (he observed) " is an entity which the law cannot recognise as a party to a contract. Someone must have made this con- tract — who, therefore, if not the management committee of the club " ? And, in putting the case to the jury, his lordship said : — " Tradesmen sup- plying goods to a club would look not to the servants or clerks who actually gave the orders, nor to private mem- bers of the club, but to those persons who, as active managing members, 46 CLUB LAW. had held themselves out to the public as responsible." The jury found a verdict for the plaintiff, and the judge declined to stay judgment, being- satisfied with the verdict. Ultimately the case came before the Court of Appeal (July 15th, 1887), the point taken for the defendants being that they had not pledged their personal credit either directly, or through steward, clerk, servant, or other agent. Their lordships (Lord Esher, M. R., Lindley and Lopes, JJ.) took the view that there was evidence to go to the jury in the Court below that the defendants had authorised the orders to the plaintiff, and so made themselves responsible. In the course of his judgment, the Master of the Rolls said: — " The mere fact that the defendants were members of the CLUB LAW. 47 manasrins: committee of the club is not in itself sufficient to make them liable to the plaintiff . . . . There was evidence to go to the jury that the defendants had rendered them- selves liable by authorising the orders to the plaintiff, and if they authorised those orders they authorised them on the ordinary terms — not on the terms that if the club funds were exhausted they ought not to pay." Lindley, J., was not prepared to say that there was no evidence of authorisation, and thought there was some slight evi- dence (though the jury did not act on it) that the plaintiff had contracted to 1)0 paid out of the funds of the club. Lopes, J., also thought there was sufficient evidence of authorisation to warrant the jury in deciding as it did, but none that the plaintiff under- What is authorisa- tion? 48 CLUB LAW. took to depend for payment on the funds of the club. Here, again, the principle is broadly affirmed that mere membership of club or committee is not sufficient to fix liability on individuals for goods sup- plied, and that there must be a pledg- ing of personal credit before liability can attach to any such member. But in Steele v. Gourley the "pledging of personal credit" is extended to "autho- risation," and the question then be- comes : " What is authorisation" ? In that case the "authorisation " proved against the defendants was exceed- ingly slender and chiefly inferential. It is impossible to distinguish the case in its general facts and circumstances from Overton v. Ileivett, though in the latter case the plaintiff lost his action, CLUB LAW. 49 and in the former the plaintiff suc- ceeded. This diametrical difference in result may, however, be attributed, in part at least, to there being a jury in Steele v. Gourley to divide responsi- bility with the Judge. Nevertheless, it is confusing to find that in two very similar cases sufficient "authorisation" was held to exist in the one, but not in the other. The degree of authorisation which Degree of will suffice to fix liability on an nidi- tion— open J question. vidual member of a club or its com- mittee remains an open question at present. It is, at least, apparent at the moment that the doctrine of autho- risation might be extended so as to practically destroy the long-recognised principle that no member of a club, or its committee, is answerable for C.L. E 50 CLUB LAW. club debts unless he has pledged his personal credit, and so reduce that principle to a mere theory of no practical importance. Unusual In the dicta above cited, it will be terms of credit. observed that there are references to the possibility of tradesmen supply- ing a club with goods on other than ordinary commercial terms — in re- liance, for instance, on the club funds, or on the respectability of the mem- bers. This was distinctly held to have been done in Overton v. Hewett, though such holding cannot easily be reconciled with the dictum of Mr. Justice Day (fttccle v. Gourle//), that when goods are supplied to a club they must be supplied on con- tract, and that, therefore, someone must be liable, seeing that a club CLUB LAW. 51 •cannot contract. There appears to be no reason (humanly speaking) for excluding altogether the possibility of a tradesman supplying goods to, or doing work for, a club without con- tracting with any special individual, but merely (as held in Over Ion v. Ileiuctt) in the belief that he would get paid out of the funds, or in some way <>r another. This point was the subject of a careful judgment at Nisi Prius(r), by Mr. Justice Stephen. Two actions were brought at the Nottingham Assizes, March, 1889, against the secretary and certain members of the committee of the Nottingham Aquatic Club, for goods supplied to the club. It did not appear that any particular (r) Killingley v. Nottingham Aquatic Club, ami Hickling v. Nottingham Aquatic Club. e2 52 CLUB LAW. member of the committee had pledged his personal credit for the goods, but that they were supplied by the plain- tiffs, and paid for as the money came in from subscription or other sources of revenue. When supplies were needed, any member of the com- mittee intimated the fact to the plain- tiffs by a message or memorandum sent through any casual person who happened to be passing that way, and the plaintiffs then forwarded what was understood to be required. Nobody assumed responsibility for such orders, and the plaintiffs never insisted upon authoritative orders be- fore supplying goods. suggested On the foregoing facts it was COll- extensions ' 1 . . „ . ,. of doctrine tended for the plamtms — in reliance of'autho- x risatiou." chiefly on Steele v. Gourley — that the CLUB LAW. 53 defendants, in common with all other members of the committee, were re- sponsible as being aware of the order- ing and the supply of the goods, and, therefore, authorising or ratifying the orders. It was argued, under pressure from the Bench, that not only the members of the committee who had taken an active part in managing the affairs of the club, but also all the other members had rendered them- selves liable from the mere fact of their having allowed their names to appear as committee men. Even members of the committee who had joined it after orders had been given were responsible for the goods sup- plied to those orders, they having adopted and continued the liabilities of older or former members. The fact that one of the defendants had 54 CLUB LAW. only been made a member of the- committee on the eve of the dissolu- tion of the club, and had never at- tended a meeting of that body, did not free him from liability; by allow- ing himself to be elected on the com- mittee he had made himself a party to its responsibilities. Under like pres- sure from the Bench, it was further urged that any member of the club who had attended a general meeting to which had been submitted a state- ment of accounts showing the lia- bilities and general financial con- dition of the club, had incurred all the consequences of " authorisation, ?> as defined in Steele v. Goirrlejj. It can scarcely be said that those contentions constituted a wholly un- reasonable extension of the doctrine of authorisation, as laid down in Steele CLUB LAW. DO v. Gourhy. Unfortunately (from the point of view of legal interest) the judicial decision in the Nottingham Aquatic Club cases was given inde- pendently of the points raised for the plaintiffs. It had been submitted for the defendants, in the course of the cases, that the plaintiffs had given credit to the club generally, on the terms of getting their money as best they could; and there was evidence to show that they were aware of the impecunious condition of the club ; that their bills were paid as the money happened to come in, and were left unpaid when there were no funds in hand to meet them. Mr. Justice Stephen, in giving considered judg- ment at Derby (s), based it wholly upi >n the point as to the terms of credit. (s) March 13th, 1889. 56 CLUB LAW. His Lordship found that the plaintiffs had sent in goods without giving credit to anyone in particular, and in the pious belief that they would get paid sometime and somehow. They had had the remedy in their own hands, and could have insisted upon somebody being responsible for the orders before supplying the goods. Judgment for the defendants. Pledging Thus the wide field thrown open credit — L £on— risa " through the doctrine of authorisation, Xateof the as ^^ down in Steele v. Gourlcy, remains to a very large extent unex- plored and undefined. In the older cases, dealing with the pledging of personal credit, some action of a dis- tinct and conscious character was held necessary on the part of the individual whom it was sought to fix with lia- CLUB LAW. 57 bility ; as the law now appears to stand, personal liability is incurred if there has been " authorisation," and the " authorisation" may be of such a highly constructive character as to involve in liability a person who had no intention or idea of pledging his personal credit, and who was practi- cally ignorant, or had but the faintest knowledge, of the transactions for which he is made responsible. Pro- bably future decisions will rather tend in the direction of restoring the au- thority of the older cases, making it necessary to the pledging of personal credit that there should be some clear undertaking of responsibility, or some form of intentional "authorisation," fairly warranting the inference of a creditor that the obligation was know- ingly incurred by the individual or 58 CLUB LAW. individuals whom lie seeks to make personally responsible. ADVANCES BY STEANGERS. Grangers. Money advanced by strangers on the security of club property gives the lender a lien on such property, which can be enforced in accordance with the nature and terms of the ad- vance, as in ordinary cases. The lien, to be effective, must, of course, have been regularly and properly created in accordance with the rules of the club or resolution of the mem- bers. (See p. 27, ante.) In the event of dissolution (as mentioned further on), holders of such securities can apply to the Chancery Division for administration by the Court of the effects of the club. CLUU LAW. 59 DEBTS DUE FROM STRANGERS. The liability of strangers for debts Liability of . strangers due to clubs is regulated by the same for debt, general principles which govern the liability of clubs to strangers. The obligation must be one of a personal character — that is, on the side of the club, the obligor must be an individual acting for the club. The club itself cannot be a creditor, any more than a debtor, and cannot sue on a contract. In Jones v. Wool man (t), it was held that the treasurer of a friendly unre- gistered society could sue and recover on a bond for the payment of a sum of money to him and his successor, treasurer of the society, or his execu- tors or administrators. This case was decided as far back as 1822, but the decision of the Court upon it does not («) 5 B. & Aid. 769. 60 CLUB LAW. appear to have been since disturbed or qualified in any way. LARCENY AND EMBEZZLEMENT. Under Russell Gumey's Act (31 & 32 Vict. c. 166), clubs and unregis- tered friendly societies are protected against larcenous depredations by members. The Act provides that "If any person, being a member of any co-partnership, or being one of two or more beneficial owners of any money, goods, or effects, bills, notes, securities, or other property, shall steal or embezzle any such money, &c, belonging to any such co- partnership), or to such joint bene- ficial owners, every such person shall be liable to be dealt with, tried, con- victed, and punished for the same as if such person had not been, or was CLUB LAW. Gl not, a member of such co-partnership, or one of such beneficial owners." Another section provides for the trial, conviction, and punishment of ser- vants guilty of larceny or embezzle- ment, but this is now superseded by general legislative provisions as to larceny and embezzlement. PROCEDURE. [Some general observations on this subject will be found under the title, " Clubs have no Corporate Capacity," ante, p. 7. For procedure in the case of proprietary clubs, see " Pro- prietary Clubs," 2 > ost i p. 74.] Where a person has been wronged iu torts. (apart from questions of contract) by a club, or by a committee of a club — as in the case of a member unjustly C2 CLUB LAW. expelled — and desires redress, his action must be directed to making the whole body of wrong-doers per- sonally answerable in some way. Where a wrong is done to an indi- vidual by a corporate body, as a Town Council, or a registered friendly society, the aggrieved person can pro- ceed against the officials of the body as representing the whole — in the instances given, against the town clerk in the one case, and against the secretary or other officers of the society in the other. But clubs and unregistered friendly societies have no corporate capacity, and there is no one who can be sued effectively as representing them. All the wrong- doers must, therefore, be brought before the court in some form as individuals. One mode of doinff this CLUB LAW. G3 is indicated in the case of Beaumont v. Meredith already referred to — namely, by making all the members personally parties to the suit. More recently an alternative mode is thought to have been discovered under the Supreme Court Rules (1883). Order XVI. rule 9 runs as follows : Under Ord. XVI. "Where there are numerous persons rule 9. having the same interest in one cause or matter, one or more of such persons may sue or be sued, or may be autho- rised by the court, or a judge, to defend in such cause or matter, on behalf or for the benefit of all persons so in- terested/' It is open to suspicion that it was not in the intentions of the framers of this rule to extend it to clubs, or to actions in tort. It has, however, been 64 CLUB LAW. authoritatively decided that it is so applicable, and the decision is coun- tenanced by the comprehensiveness of the words "Numerous persons having the same interest in one cause or matter." In other respects the meaning of the rule is ambiguous. " One or more such persons may sue or be sued," has a clear and simple meaning ; but why need a person already sued in a representative capacity be " authorised to defend" in the same capacity ? It is easy to understand the justice of permitting, or authorising, a defendant who is personally sued to bring in others equally interested and equally respon- sible with himself, but it is difficult to conceive of circumstances which would make it necessary or advisable for one who is already in the position of a CLUB LAW. G5 representative defendant to further seek the authorisation of the court to such position. There seems no con- ceivable reason or occasion for a person who has been made a repre- sentative defendant, under the first part of the rule, to ask the court to authorise him to appear as a represen- tative defendant, under the second part of the rule. It appears, there- fere, probable that the intention was to enable a defendant who had been individually sued to assume a repre- sentative character. If so, it is a pity that the latter part of the rule was not marked out more distinctly from the first part, or given as a separated rule in some such form as this : — " Where a defendant who had been individual!}' sued claims that he is one of numerous persons having the C.L. F 66 CLUB LAW. same interest in the cause or matter in dispute, he may be authorised by the court or a judge," &e. Or an intelligible meaning, similar in effect, could be given to the rule by omitting from it the words " or be sued." The rule But, whatever may be the true ultra vires. J J meaning and intention of the rule, it may fairly be doubted if it is not ultra vires^as, it stands. It is a strong thing to say, in any form, that a number of people may be put in the position of defendants, and so ren- dered liable to all the consequences of an adverse judgment or order, without notice and without knowledge on their part. For this is really what the rule comes to. First take the action of the plaintiff : he sues one of CLUB LAW. 07 u numerous persons having the same interest," &c, but there is nothing in the rule binding him to give notice to those "numerous persons" (other than the actual defendant) of the course he is taking, and consequently judgment may be given, or an order obtained, against them, behind their backs and without their knowledge. Then as to the defendant : he may, " at or before the trial," obtain the authorisation of the court to be pro- ceeded against as representing nume- rous other persons. But there appears to be no obligation on his part to prove to the satisfaction of the court that his application is within the knowledge and has the sanction of every one of those other persons. If those arc really the natural or possible f2 68 CLUB LAW. effects of the rule, it is evidently ultra vires. Nothing short of an Act of Parliament would suffice to legalize procedure of such a description, and it may well be doubted if the imperial legislature would ever sanction such procedure in any part of Great Britain. Notice, It may, indeed, be said, and reason- &c, to re- J ' J presented a^jy so that no court would permit uefen- J ' dants. defendants to be imported into a case without due notice to them, and with- out their being properly made parties to the proceeding — in accordance, for example, with rule 13 of the same Order XVI., that is by serving the added or represented defendants with copy of the writ of summons [and copy of the order making them co- defendants under Order XVI. rule 9?] or notice thereof " in the same manner CLUB LAW. 69 as original defendants are served." That would certainly remove objection to the rule (9 of Order XVI.) on any grounds of ultra vires, but would restore in its full integrity the prin- ciple laid down in Beaumont v. Mere- dith, and the consequence would be that the rule in question would be quite useless as regards club cases. As matters stand, this rule 9 of Andrews* Salmon. Order XVI. has been held to apply to club cases of tort, and has been re- sorted to in some recent cases of the kind. One of these was that of Andrews v. Salmon (m), which was tried in the Chancery Division, before Mr. Justice Kay. The plaintiffs griev- ance was that he had been expelled from a club by a resolution of the («) 4 T. L. E. 490, April 27th, 18SS. 70 CLUB LAW. committee without having had full and fair notice of the charges made against him ; and he asked the court for a declaration setting aside the resolution and restoring him to his position as member of the club. Without following all the details of the case, it may be at once said that plaintiff succeeded in his action ; but the interest of the case, in the pre- sent connection, lies in the procedure. The writ was issued against Salmon, the chairman of the committee, and Dawson, the hon. sec, and others, the committee, officers, and members of the club. Salmon and Dawson put in appearance to the writ, but did not have recourse to Order XVI. rule 9 — that is, they did not seek the autho- risation of the court or a Judge to appear in a representative character. CLUB LAW. 7 1 Seeing this, and desirous of securing an effective judgment, the plaintiff's solicitor (Mr. E. E. Rawlings), acting on his conceptions of the rule, took out a summons asking, in effect, that the defendants might be deemed to be sued "on behalf or for the benefit of all persons interested." The Judge considered the application a reason- able one, and made the order desired. In a subsequent club case (Bray v. (landon) of a similar kind, the same solicitor, this time appearing for the defendants (members of the club), took out a summons under the same rule, and obtained the authorisation of the court for his clients to defend as representatives of the club. [The necessity of making application by summons is not apparent, though doubtless it was the safer course.] 72 CLUB LAW. From those cases it would appear to be settled law, so far, that where it is desired to take proceedings in tort against a club, the proper and effec- tive course is first to make one or more members defendants; then to require such defendant or defendants (say on three days' notice) to apply under the Order and rule for authori- sation to defend in a representative capacity ; on their refusing, or failing to do so, it is open to the plaintiff to take out a summons for an order directing them to do so, and, on proper evidence being filed, the court will make an order directing the de- fendants to be deemed as appearing on behalf or for the benefit of all persons interested. Simpiifica- Under these decisions (if they can procedure, be upheld) the procedure is very much CLUB LAW. 73 simplified. The cumbrous and costly method of suing by name all the members of a club — possibly number- ing some hundreds — is apparently no longer required, for it will suffice now to sue one or more individuals, and then take the necessary steps to place them in a representative posi- tion under Order XVI. rule 9. In the cases above referred to, the Contracts, proceedings were in tort; but the rule last in question seems equally applicable to cases of contract, and equally open to remarks such as those just made, with this further observa- tion — that as club contracts must be based strictly on individual liability, this would seem to necessitate that each person alleged to be responsible for a contract should be distinctly and 74 CLUB LAW. directly made a defendant, and not proceeded against through a self- nominated representative, or through a defendant made a representative at the will of the plaintiff. PROPRIETARY CLUBS. A proprietary club is a club in which one or more individuals have a bene- ficial interest of a proprietary char- acter. The proprietor commonly takes the entrance fees, subscriptions, and money paid for the articles of consumption supplied to the members, and in return provides the house-room, furniture, service, and generally all that is necessary to the domestic con- venience of the club. A large number clubs in of the smaller description of clubs public- . houses, &c. meet in hotels or public-houses, where CLUB LAW. 75 the members arc supplied with all the accommodation they require without paying more than the price (often a reduced one) of the refreshments they consume on the occasions of their meetings. These are not proprietary clubs, and they are subject to the police regulations relating- to licensed premises. The ordinary proprietary club has special premises for its ex- clusive use, and for these no license is required, nor is the proprietor called upon (as yet) to take out licenses for the sale of exciseable articles to the members. A club proprietor is, of COlirsC, Proprietor . , . . liable for liable as an individual for goods, &c, ordera > *«. supplied to the club to his order, and it now appears that he maybe sued andmaybe J sued under by the name of the club, as a person Il , a T e of carrying on business under that name. 76 CLUB LAW. A proprietary club has thus a two-fold character in the eyes of the law : (1) it is a business enterprise on the part of the proprietor or proprietors, and (2) it is an ordinary club so far as the members are concerned. This is a distinction clearly established by the case of Firmin v. The International Club (%). Messrs. Kirk and Chinnery were the proprietors of the club. The plaintiff received an order for livery buttons for the International Club, written upon club paper, and signed " D. Chinnery, General Manager." The buttons were supplied at a cost of £24: 15s., and, not being paid for, a writ was issued against the Inter- national Club. The object was to make the proprietors liable as a trad- ing firm, and suable by the name of (as) 5 T. L. E. G94. CLUB LAW. 77 the club (as their trading - title) so as to bring the case within Order IX. rule G, and Order XVI. rule 14, re- lating to the suing of partnerships in their firm names. After going through various phases, the case finally came before Lords Justices Lindley and Bowen in the Court of Appeal (July 27th, 1889). Mr. Bittleston (who, with Mr. Lumley Smith, Q.C., ap- peared for the plaintiff) submitted that, although the name " International Club" had been used in the writ, the club, as a club, had not been served nor sued, but only the partnership firm of Kirk and Chinnery. Indivi- duals might carry on business under any name — descriptive, non-descrip- tive, or even misdescriptive (y), and (y) Per Erie, C. J., in Margham v. Thorpe, 17 O.B. (N. S.)462. 78 CLUB LAW. when (as in this case) the proprietors of a club are sued in the name of the club, it is not the club itself which is sued, but an ordinary commercial partnership, which has chosen to carry on business under that name. Lindley, L. J., in delivering the judg- ment of the court, reversing the deci- sion of Lord Coleridge, J., and Stephen, J., and affirming that of Field, J., said, " The words 'The International Club' were an ambigu- ous expression, and that meaning differed according as regard was had to the persons enjoying the privileges of membership, or to the proprietors who gave orders for the club. It was a proprietary club, and the persons who were members of the club were not responsible for the orders given to tradesmen by the proprietors. As a CLUB LAW. 79 fact, it was clear to the court that at the time the order was given, Kirk and Chinneiy were carrying on busi- ness under the name of ' The Interna- tional Club,' and they were now seek- ing to take advantage of the ambiguity which he had mentioned. Order XIV. rule 16, had been made in order to cover the case of persons carrying on business not in their own names. It was clear enough that Kirk and Chinneiy were liable for the debt, and as the court found as a fact that they were carrying on business as 'The International Club' when the debt accrued, they w r ere rightly sued under that name." This de- cision does not in any way fix lia- bility on the members of a pro- prietary club for defaults of their pro- prietors. It merely affirms that club 80 CLUB LAW. proprietors can be sued in the name of the club as their partnership title, and of course execution could only issue against the partnership property, not against the personal or collective property of the members. This case of Firmin v. The Inter- national Club is valuable as elucidating a somewhat uncertain legal point, but the observation may be made upon it that there appears to be no reason why the plaintiff might not have re- covered by the shorter and more ex- peditious course of taking his action against Kirk and Cliinncry directly as giving or authorising the order, and so making themselves liable in accord- ance with the law as laid down in Steele v. Gonrley. CLUB LAW. 81 ENFORCEMENT OF JUDGMENTS AND ORDERS. A leo-al decision adverse to some tnjuac- ° tion. resolution or proceeding of the mem- bers of a club or committee in respect to individual members, maybe enforced by way of injunction. The objec- tionable resolution is directed to be set aside, and the proceeding- under it abandoned. The order of the court (in the case of wrongful expulsion, for instance) restores the member to his full rights as such, and all that has been done in the matter becomes null and void. Attachment for contempt of court would be the fate of anyone attempting to set such order at de- fiance. C.L. 82 CLUB LAW. BANKRUPTCY. Under the Bankruptcy Act, 1869, it was held that an act of bankruptcy must be a personal act, of which, therefore, a collective body could not be guilty either directly or through an agent. But sect. 168 of the Bank- ruptcy Act, 1883, says that the word u person " in the act " includes a body of persons corporate or unincorporate." This would seem to include clubs and unregistered friendly societies, but it is not at all probable these were in the contemplation of the framers of the act. At any rate there is no sug- gestion in the act as to the mode of procedure in such bankruptcies. The 115th section provides that bankruptcy proceedings may be taken against partners in the name of the firm; but CLUB LAW. 83 clubs are not partnerships in the legal sense of the term, and it has never been permitted to treat them as such (V). It may, indeed, be said that the Bankruptcy Act is supreme within its own range, and that if a club is a "person" within the mean- ing of the 168th section, it may be treated as a partnership for bank- ruptcy purposes. But it has to be remembered that, entirely without the range of the Bankruptcy Act, a club has no legal capacity to contract or become a debtor, and therefore cannot ciubs can- A PIT n0 * b ccome become bankrupt. An act 01 bank- bankrupt, ruptcy must have been committed before the powers of the Bankruptcy Act can be invoked, and of the eight enumerated acts of bankruptcy (sect. 4 of the act) of which a " person " (z) Grossman y. The Granville, 28 Sol. Journ. 513. g2 84 CLUB LAW. may be guilty a club is not capable of perpetrating any one of them. For instance, a conveyance for the benefit of creditors, or in fraud of creditors, or the suffering judgment and execution, &c, are acts of bank- ruptcy. But a club cannot make a conveyance, nor can it suffer judg- ment and execution, nor is it capable of committing any of the other acts set forth in sect. 4. It seems, there- fore, safe to conclude, notwithstanding sect. 168 of the act, that a club can- not be made nor become bankrupt. DISSOLUTION — ADMINISTRATION. Clubs are commonly dissolved by resolution of the members, but some- times die out through neglect or abandonment, There is no means of CLUB LAW. 85 putting an end to their existence by- legal process, unless it be by appli- cation to the Chancery Division for the realization and administration of their effects, and that is rather a sequel to the actual dissolution than the dissolution itself. Clubs do not come under the provisions of the Companies Act, 1862, and in the case of the St. James y s Club (a) it was held (on appeal) that clubs could not beciubscau- wound up under the Joint Stock wound up. Winding-up Acts, 1848 and 1849. As already shown, they cannot be wound up in bankruptcy. The St. James's Club got into financial difficulties, and, in the hope of removing these, a " whip" for £G0 per head was sent round. Only a few members responded, and a general (a) 2 De G. M. & G. 3S3. 86 CLUB LAW. meeting was then called, at which it was resolved to wind up the club. A petition in that sense was sub- mitted to Vice-Chancellor Knight- Bruce, who ordered the club to be dissolved and wound up under the Winding-up Acts. This decision was appealed against, and reversed by the Lord Chancellor (Lord St. Leonards), who held that clubs arc not partner- ships or associations within the mean- ing of the provisions of the Winding- up Acts. Touching the question of adminis- tration, Lord St. Leonards, in the case just noticed, remarked that : " A member of a club had an interest in the general assets as long as he re- mained a member, and, if the club was broken up while he was a mem- ber, he might file a bill \jioiv institute CLUB LAW. 87 action in Chancery Division^ to have its assets administered in this court, and he would be entitled to share in the furniture and effects of club." There- fore, on the dissolution of a club, it is competent to any actual member to apply to the Chancery Division to have its assets administered in the court (h). Every actual member of aOniv \ • • pp actuaJ club has an interest in its effects, members have in- though this is not of a transmissible te i estiu effects. character, nor docs it last beyond the time when he ceases to be a mem- ber. Consequently, a person who had ceased to be a member before the dissolution or breaking up of the club, has no claim to a share in its property. Debenture holders and Debentm-. . holders. others holding- securities on the effects (b) Under sect. 34, sub-sect. 3, of the Judicature Act, 1873. 88 CLUB LAW. of the club arc entitled also to go to the court for administration in the event of dissolution, they having an interest in the realisation of the pro- perty. DISPUTES BETWEEN MEMBERS — ARBITRATION. AAitra" One of the advantages enjoyed by binding. a registered friendly society, under the Act of 1875, is that rules may be adopted providing for the settlement of all disputes between members by arbitration, and without going- to law: sect. 22. The decision of the arbitrators is binding and conclusive on all parties without appeal to any court of law, and an application may, if necessary, be made to the county court to enforce such decision. In CLUB LAW. 89 the rules of many unregistered friendly societies, and in those of some clubs, there are provisions existing for settling disputes by arbitration; but such provisions are not conclusively binding on a dis- satisfied individual, and do not debar him from resorting- to a court of law. COUNTY COURT JURISDICTION. It seems clear that club matters, so No juris- diction m Ear as they are of an equitable nature, e ^* le are not subject to count)' court juris- diction, and can only be dealt with in the high courts. In tliese courts only can actions of tort, in relation to clubs, be brought. The Judicature Acts which gave all the superior courts an equity jurisdiction, did not enlarge that of the county courts. 90 CLUB LAW. Such equity jurisdiction as the county courts possess has been very cautiously and very specifically given, and is strictly defined and limited by statute, chiefly the County Courts Act of 1865. In some enactments special provision is made for the exercise of an equity jurisdiction by the county courts — as in the Friendly Societies Act (1875), the Partition Act (1868), the Married Women's Property Act, (1882), &c. Where an action can- not be brought in the county court under any such acts, then the court has no jurisdiction to try it, for the county courts have not, and never had, any general equity jurisdiction. Con- sequently, no club or unregistered friendly society case can be tried in a county court — unless, indeed, ad- vantage can be taken of some peculi- CLUB LAW. 91 arity in the circumstances of the case enabling a question to be raised about trusts, partnership, &c., within the jurisdiction of the county court under the Act of I860, or under the Married Women's Property Act, or some other act conferring- a limited equity juris- diction on such courts. In such cases as the wrongful dismissal of a member of a club simply, proceedings cannot be taken in the county court, but must be instituted in one of the high courts. The case of Wallis v. Lomas was No county t p . -i • , courtjuris- entered ior trial m the county court dictiou . held. holden at Nottingham, in April, 1888. The plaintiff had for many years been a member of an unregistered friendly society at Becston. In 1887 he was admitted to the sick list, and drew 92 CLUB LAW. sick pay until January, 1888. Then lie was charged with violating the rules of the society, by entering a shop in Nottingham, where he appears to have purchased a small piece of bacon for his own consumption. After what appears to have been a full and fair hearing, he was found guilty by the society of a breach of the rules, and, under the rules, expelled from the club. The county court judge (Bristowc) held (May 10th, 1888), on the arguments submitted to him, that he had no power to grant the relief asked for, as it was an equitable matter in which he had no jurisdic- tion. similar A similar case was the subject of holding. it- • • i t much litigation m the Loughborough (Leicestershire) County Court (Judge CLUB LAW. 93 Hooper) in the latter part of 1888 and the early part of 1889. The proceed- ings were taken by Mrs. AVheatley and another, members of the Diseworth Fe- male Friendly Society (unregistered) against the secretary, Bryan, and other officers of the society, calling upon them to reinstate the plaintiffs as members of the society, from which, it was alleged, they had been wrong- fully expelled. Little or no attempt was made to defend the case on its merits (there appeared, indeed, to be none on the side of the defendants), but it was objected, in the first place, that the proceedings were wrongly taken, as the actual defendants could not be treated as representing the society. All the members of the society should have been directly made parties to the proceedings, as 94: CLUB LAW. ruled in Beaumont v. Meredith. His honour overruled the objection, and gave judgment for the plaintiffs as prayed. Defendants appealed against the judgment and order to the Queen's Bench Division. The appeal was tried before Coleridge, L. C. J., and Hawkins, J. (c), the appellants relying upon the case of Beaumont v. Meredith. It was submitted to the court for the respondents that the appeal ought to have been by way of prohibition, inasmuch as the county court had no jurisdiction to try the case at all ; but the divisional court ruled that though the defendants might have proceeded by way of prohibition, they had a perfect right to appeal against the actual judgment given in the case by the court below. The case of Beau- (c) January 25th, 1889. CLUB LAW. 95 mont v. Meredith was held to apply, and the judgment was set aside, but leave was given the plaintiffs to enter a new trial in the county court. This was done, and at the hearing the objection was then taken {inter alia) that the case was not within the equity jurisdiction of the county court. It was urged, in answer to this, that the divisional court had ordered the new trial ; but to this it was replied that if the county court had no statutory power to try the case, no divisional or other court could enlarge its jurisdiction so as to give it power to do so. His honour came to the conclusion that he had no jurisdiction, and dismissed the cast'. The jurisdiction of count}' courts is County 9G CLUB LAW. not excluded in relation to disputes arising out of club contracts. These, it has been well established, are always dependent on the personal pledging of credit, as shown in fore- going pages. If the amount claimed does not exceed that to which the jurisdiction of the county court is limited, the action may be brought in the county court against the individual or individuals whose personal credit is alleged to have been pledged. PSEUDO-CLUBS. The right of association without legal regulation or interference, which the law allows to private individuals, is sometimes abused by the formation of clubs wholly or in part for unlaw- ful purposes, as gambling, and the evasion of the licensing (intoxicants) CLUB LAY\'. 97 laws. Gambling and drinking arc on the same footing in clubs as in private houses ; but if there is an organization merely or mainly for un- lawful gaming, or the illegal sale of intoxicants, &c, meeting as a club, or in a private house, the law will interfere for its suppression. Calling such a body or place " a club" will not, and should not, suffice to cloak its real character. That character is character of cluii a matter of evidence, and if justice is^jgjjjjjj satisfied that a certain establishment is not a club in the proper sense of the term, but a gaming-house in the sense of the Gaming Houses Act (17 & 18 Vict. c. 38), or an unlicensed drinking place, the mere title of " club," or the fact that the place is really a club in some respects, will not save the parties concerned from prosecution. C.L. K 98 CLUB LAW. THE LICENSING LAWS AND CLUBS. In prosecutions for the sale of excis- able articles in unlicensed premises called "clubs" the inculpatory evi- dence commonly goes to show that most of the ordinary characteristics of a club are wanting. The law does not say what those characteristics shall be, but, in the flagrant absence of usual club regulations, coupled with the conduct of the parties, will take the view that a given establish- ment is not a lond fide club nor en- titled to the privileges enjoyed by illegal clubs. "When, for instance, it has evidence been proved to the satisfaction of a bench or court of law that anyone might become a member of a so-called club at a moment's notice merely by of. P a ) 7 ine a nominal sum for a card of 'o CLUB LAW. 99 membership, or on being introduced by a friend, and thereupon become at once entitled to purchase and consume intoxicating liquors, &c, the ready conclusion is that the place is kept and used for the unlawful sale and consumption of excisable articles without a licence, and ought to be /; suppressed. But where the bona fide no licence, character of the club is admitted, the members are free to purchase and consume intoxicants without it being necessary for the club to have a licence for the sale of the same ; and the consumption need not be on the premises, but the goods may be taken away for consumption elsewhere. The legal view, in fact, is that in because no , real sale such cases there is no real sale within the meaning of the law, because each purchaser, as a member of the club, is h2 100 CLUB LAW. himself a joint-owner of the things sold, and the so-called sale is only an equitable mode of securing to each his share of the common property. The general legal position of clubs under the licensing laws was tho- roughly cleared up in the test case of TheGros- the Grosvenor Club (J). There was . enoi Chili , . , case. no question as to the genuine charac- ter of the club as a regular social club, composed of over a thousand members, residing mostly in the vicinity of Buckingham Palace Road, London. Graff was the steward or manager, acting under a duly ap- pointed management committee. On a certain occasion he sold to one Foster, a member of the club, a bottle of whiskey and a bottle of ale, which were wrapped up in a convenient form {d) Graff v. Evans, 14 Q. B. D. 373. CLUB LAW. 101 for carrying, and were carried away by Foster for consumption off the premises. On this transaction, pro- ceedings were taken in the local police court against Graff for selling intoxicat- ing liquors by retail without a licence, in contravention of the Licensing Act, 1872(e). It was admitted that such sales were habitual at the bar of the club, and amounted per annum to about 200/. It was also admitted that the liquor was sold at a profit of some 33 per cent, over cost price. The magistrate held that there was a sale within the meaning of the act, be- cause the liquor was sold at a profit, and convicted Graff. On appeal to the Queen's Bench Division, Field, J., and Huddleston, B., had no hesitation in quashing the conviction. They (<-) 35 & 36 Vict. c. i»4, s. 3. 102 CLUB LAW. held that the question of profit had nothing whatever to do with the matter. It was also immaterial whether the liquor was sold for con- sumption on or off the premises, the section of the act (3) being equally applicable to either transaction. The real question is (Field, J.): — " Did Graff the manager, who supplied the liquor to Foster, effect a sale by retail ? I think not. I think Foster was an owner of the property together with all the other members of the club. Any member was entitled to obtain the goods on payment of the price. n Foster was part owner, and so vendor as well as purchaser. In paying for the liquor, he merely acquired the share of the other owners. It was a transfer of a special property in the goods to Foster, which was not a sale CLUB LAW. 10;] within the meaning of the section." Per Huddleston, B. : — "Foster, on payment, got from the person who served him the interest of the other members, who thereby transferred their interest to him. There was no transfer of the general or absolute property in the goods to Foster, but a transfer of a special interest. It is obvious from Reg. v. Wilkinson ( / ), that clubs of this kind never could obtain a licence to sell liquor off the premises only. I am of opinion that this was not a sale within the mean- ing of the act." The decision in Graff v. Evans, Doubtful though completely conclusive as to proprfe- , . . tary clubs ordinary clubs, siu^ests some doubts as to sale , . . ■ Of lUtoxi- as to the position of proprietary clubs. cauts - The conviction of Graff was held to be wrong because there was no "sale" (/) 10 L. T. R. N. S. 370. 104 CLUB LAW. in the sense of the act, Foster being already part owner of the goods. But this reason would not hold good if the club had been a proprietary one. Supposing, as is usually the case, that the liquors were the property of the proprietor, and sold by him to Foster and other members, it is not easy to see how, in such case, the pro- prietor could escape conviction under sect. 3 of the act for selling liquors by retail without a licence. A club re- gistered as a limited liability company is not under the licensing laws (g). GAMING IX CLUBS. The law as to gaming in clubs is mainly comprised in the Gaming Houses Act, sect. 4 of which runs as follows : — "Any person who being the owner or occupier, or having the use, (**& x x L club may pose, viz., as an honest social club for Jjjjjjjj 1 " 11 * those who did not desire to play, as well as for the purpose of gaming for those who did, it would none the less be a house 'opened and kept' for the purpose of gaming.'' His lordship 110 CLUB LAW. went on to point out that the section of the act under which the proceed- ings were taken (the 4th, above cited) is directed not against the playing of unlawful games, but against all persons keeping houses for the purpose of un- lawful gaming. They had to look at the illegality of the gaming, not merely at the illegality of the game. It was not illegal to play dice or cards, but if they were played as part of the business of a common gaming-house, the gaining would be unlawful, though the actual games were not so. In short, a common gaming-house being unlawful, all gaming in such a house is unlawful. Was this a "common gaming-house" ? On the facts his lordship held it was, and it was not rescued from that category because only members of the club were allowed CLUB LAW. Ill to play. A common "urning-house is "Common 1 J t gaming- not necessarily a public gaming-house; hou ^ e u " tb it is sufficient if it is a place where i )ubUc - large numbers of persons congregate for the purpose of gaming. The Park Club was such a place. Excessive Excessive gaming — gaming in itself is not illegal, but if not illegal. excessive gaming is habitually carried on in a house kept for the purpose of gaming, that is evidence of the place being a common gaming-house. In reference to the question as to what are unlawful games, his lordship reviewed statutes and authorities on the subject from remote to recent times. " The unlawful games, then, Unlawful games per now are — Ace of hearts, hazard, statute. pharoah, basset, passage, roulct, every game of dice except back- gammon, and every game of cards which is not a game of mere skill ; 112 CLUB LAW. and, I incline to add, any other game of mere chance." Baccarat was, in his opinion, unlawful as a game of chance, or not of mere skill, and although a new game, was prospectively included in the statute of Henry VIII. (h) as " a new and unlawful game hereafter to be invented." Smith, J., held it as unquestionable that the Park Club was a common gaming-house, which he thus de- Definition fi nec l : — ." A common gaming-house is oi coin- o o a house kept or used for playing* therein at any game of chance, or any mixed game of chance and skill, in which — (1) a bank is kept by one or more of the players exclusively of the others ; or (2) in which any game is played the chances of which are not alike favourable to all the players, (//) 33 Hen. VIII. o. 9, s. 11. mon gam- ing- house." CLUB LAW. 113 including among the players the banker or other person by whom the game is managed, or against whom the other players stake, play, or bet. It is immaterial whether the bank is kept by the owner, or occupier, or keeper of the house, or by one of the players." His lordship — on this point disagreeing with his brother judge — held that playing for excessive stakes Excessive was unlawful. It would be for the legal. tribunal which had the 1 ease under consideration to say what were ex- cessive stakes. It thus appears that the judgment against the Park Club was based on the twofold opinion of the court, first, that it was a place kept or used for the pur- pose of " unlawful gaming," i.e., the playing of the unlawful game called baccarat ; secondly, that it was a C.L. l 114 CLUB LAW. common gaming-house, or a house kept or used for the playing of games of chance, or of mixed chance and skill (which are unlawful per se), and, as a common gaming-house, any games played in it constitute " un- lawful gaming" within the meaning of the Gaming Houses Act. From the foregoing exposition of the law, as laid down in the Park Club case, the following conclusions seem deducible : — Conciu- 1. The keeper, &c, of a house for sions I'rom m m Park club "unlawful gaming" is liable m a CISC. ° ° maximum penalty of £500, or twelve months' hard labour. 2. All games of mere chance (as baccarat) are unlawful, and playing at them is " unlawful gaming," 3. All games not of mere skill are unlawful, and playing at them is " unlawful gaming." CLUB LAW. 115 4. "Unlawful gaming" also in- cludes all games played in a u common gaming-house," whether such games are in themselves unlawful or not. 5. A "common gramme --house" is a place habitually used for games of chance, or mixed skill and chance, in the playing of which all the parties (banker included) have not an equal risk. G. A place may he a "common gaming-house," although it has all the characteristics of an ordinary social club, and only some of the members indulge in gaming. 7. A club may be a " common gaming-house," though the gaming is strictly confined to the actual members. 8. Mere players cannot be con- i 2 1 1 G CLUB LAW. victed under the Gaming- Houses Act, though they may he liahle to indictment for gaming in a "common gaming-house." 9. Excessive gaming (as to stakes) is not per sc unlawful (per Hawkins, J.) ; excessive gaming is unlawful (per Smith, J.). 10. Playing for " love " is not gambling or gaming in any penal sense. Under the law as laid down in the Park Club case, the position of man- agers of clubs in which card-playing for stakes is permitted and habitual, can scarcely be deemed satisfactory or safe. However lawfully disposed such persons may be, and however bond fide the club, it is difficult to sec how illegality can be avoided. To be strictly within the law, no game CLUB LAW. 117 should l)c allowed which is not purely one of skill ; nor should any game be permitted in which there is a " banker," or in which one of the players has, for the time being, an advantage or chance over the others. These restrictions would seem to render the lawful playing* of any game at cards for money almost, if not absolutely, impossible. For it is \n '>., J * With cards difficult to conceive of a game at "• ° of chance. cards in which there is not an ele- ment of chance, if only the chance of the " turn-up" for the dealer, the chance of a good or bad hand for the players, &c. The element of chance is the essence and distinguishing characteristic of all games with cards, as pure skill is in billiards, and other open games. (James for "love" appear to be the only card games 118 CLUB LAW. which can be played in clubs with absolute legality. BETTING CLUBS. There is no law against betting per se, nor is there any enactment prohibiting members of clubs from betting inter se~ but strangers must not be permitted to bet in a club, otherwise it becomes a "place" to which people " resort " for betting purposes in the sense of the Betting Houses Act (16 & 17 Vict. c. 119). The Act was directed to the suppres- sion of the innumerable " betting- offices " which had about that time (1853) sprung into existence in all directions, particularly in London. It enacted, under severe penalties of fine and imprisonment, thatjio house, CLUB LAW. 119 office, room or place, should be kept for the purpose of the owners, occu- piers or keepers thereof, making bets with persons thereunto resorting. Such plaees were to he deemed " common gaming houses" within the meaning of 8 & 9 Vict. c. 109, and the police might enter forcibly, arrest indi- viduals, and seize materials. In the ease of Oldham v. Ramsden(a), it was held by Coleridge, C. J., that a club in which betting took place, the betting being confined to the members, was not a place to which persons resorted for the purpose of betting within the meaning of the Betting Houses Act. If non-members were permitted to enter and make bets, the club would be such a place. In another case (A) (-0 Wl L. T. II. 825. \b) Botes v. Fenwick, 30 L. T. E. N. S. 524. 120 CLUB LAW. Brett, J., remarked upon the Act: — " When this Act was passed, the legislature had not made up its mind to prohibit betting altogether, nor has it yet gone so far. It desired" to prevent fixed places being established to which the unwary might resort for betting." That is still the state of the law, and it follows from it, that a betting club is not illegal so long as strangers are not permitted to make use of it for purposes of betting. [Touching the statute law relating to gaming and betting, the Author is aware that Sir Henry Hawkins con- siders it to be in a very unsatisfactory state. Sir Henry thinks that all exist- ing Acts on the subject ought to be repealed, and one new and carefully drafted Act passed to take their place, CLUB LAW. 121 codifying the law, and amending it, where necessary, to meet modern requirements.] I •EOSPECTIVE LEGISLATION. It is probable that before long the ggg^ legislature will adopt some measure for the regulation of clubs, especially those of the proprietary class. Last session (1889) a Bill was introduced into Parliament, but not proceeded with, entitled the Registration of Clubs Bill, providing that clubs (in buildings liable to be rated) in which excisable liquors are sold, shall be registered, the registrar for the pur- pose being the same as that for friendly societies; the particulars re- quired being the name, limit of num- ber of members, rules, &c, and the registration fee — t\v<> pounds. The 122 CLUB LAW. registration is, however, compulsory, and not merely optional, as with ucencefor friendly societies. In respect to Ss. ietary " proprietary clubs," or clubs not under the control of the members, where excisable liquors are sold for the profit of the proprietor, it is pro- posed to render them amenable to the licensing- laws. This measure is probably indica- tive of the nature of future legislation as to clubs. It seems reasonable to suppose that proprietary clubs will have to be licensed sooner or later. The registration of other clubs is, however, a much more debatable J^gistra- question. If that registration is to be difficulties, compulsory, it will be no easy matter to define with precision what is a "club," as distinct from a private association or society not needing re- CLUB LAW. 12-') gistration. A simple and safer course — howto might be to make the registration them " optional, as with friendly societies; thus affording to registered clubs the legal advantages conferred upon societies under the Friendly Societies Act, 1875. This could be effected by the very simple process of extend- ing to all social clubs the provisions of sect, -i of the act, which permits of the registration of " working men's clubs." Even as the law stands, there would probably be no difficulty in registering most clubs under sect. 5 of the act (relating to " specially autho- rised societies") on application to the 'Treasury. And any club may be con- verted into a limited liability company and registered under the Companies Act, 1862, and need not use the word "limited." (See sects. 7, 8, and 23.) APPENDIX. REGISTRATION UNDER THE FRIENDLY SOCIETIES ACT (187.5). The following societies may l>e registered: — (1.) Societies (herein called friendly societies) established to provide, by voluntary subscrip- tions of the members, with or without the aid of donations : — For tho relief or maintenance of the members, their husbands, wives, children, fathers, mothers, brothers or Bisters, nephews or nieces, or wards being- orphans, during sickness or other infirmity, whether bodily or mental, in old age (which shall mean any age alter fifty) or in widowhood, or for the relief or maintenance of the orphan children of members during minority ; 126 APPENDIX. For insuring money to "be paid on the birth of a member's child, or on the death of a member, or for the funeral expenses of the husband, wife, or child of a member, or of the widow of a deceased member, or, as respects persons of the Jewish persuasion, for the payment of a sum of money during the period of confined mourning ; For the relief or maintenance of members when on travel in search of employment, or when in distressed circumstances, or in case of shipwreck, or loss or damage of or to boats or nets ; For the endowment of members or nominees of members at any age ; For the insurance against fire to any amount, not exceeding fifteen pounds, of the tools or implements of the trade or calling of the members ; Provided that no society (except as afore- said) which contracts with any j>erson for the assurance of an annuity exceeding fifty pounds per annum, or of a gross sum exceeding two hundred pounds, shall be registered under this Act : CLUB LAW. 127 (2.) Societies (herein called cattle insurance societies) for the insurance to any amount against loss by death of neat cattle, sheep, lambs, swine, and horses, from disease or otherwise : (3.) Societies for any benevolent or charitable purpose (herein called benevolent societies) : (4.) Societies (herein called working men's clubs) for purposes of social intercourse, mutual helpfulness, mental and moral improvement, and rational recreation : (5.) Societies for any purpose which the Treasury may authorise as a purpose to which the powers and facilities of this Act ought to be extended (herein called specially authorised societies). Inasmuch as the Act provides for the appli- cation for registration being signed by at least seven members of the society and a secretary, it is obvious that no society can bo registered which does not consist of at least that number of membei b. The formal application when signed, as 128 APPENDIX. above indicated, must be sent to tbe registrar of Friendly Societies, Abingdon Street, London, S.W., with a copy of tbe rules (written or printed), and a list showing the names of the secretary, trustees, and other officers who are to be authorised to sue or be sued on behalf of the society. The registrar's certificate, or acknowledgment of registration, constitutes the society a registered friendly society under the Act. INDEX. \< DIONS by and against clubs. Sec Procedun . Acts of bankruptcy, clubs cannot commit, 82 et teq. Acts of Parliament, Bankruptcy Acts. 1869, 1883 . . 82. Companies Act, 1862.. 1, 85, 123. County Courts Act, 1865 . . 90. Friendly Societies Act, 1875. . 3, 88, 90, 123—127. Gaming Houses Act, 1854 . . 97, 104. Judicature Acts, 1st;;, 1875 . . 15, 89. Licensing Act, 1872. . 101. Married Women's Property Act, 1882 . . 90. Partition Act, 1868. . 90. RusseU (iurney's Act (larceny and embezzlement), 1868.. 60. Winding-up Acts, 1848-49 . . 85, 86. Administration in Chancery, 85, 87. Arbitration, when award binding and not, 88. Assent and ratification, 30, 41. Assets of club. Sec Effi Attachment for contempt, 81. Aitiiorisatiox of orders, &c, by members, what is, 45, 52. unsettled state of law as to, 50. Bankruptcy Acts, 1869, 1883. .82. •■ person" under sect. L68, B. A. 1883. . 83. club cannot commit act of bankruptcy, 84. Betting Clubs, 1 1^. C.L. K 130 INDEX. Cards. Sec Gaming. Committee, debts incurred by, 33. no collective liability, 46. Common gaming- bouse. See Gaming. Companies Act, 1862, clubs not under, 82. but may be registered under, 123. Contract, club cannot contract, only individual members can, 39, 40, 45, 83, 96. procedure for breach of, under Orders and Rules, 18S3 . . 73. Corporate capacity, clubs devoid of, 7, 45. County Court, no jurisdiction in expulsions, 89. but jurisdiction in contracts, 96. Credit, members collectively cannot take nor grant, 7, 59. Debentures, 27, 33. holders can claim administration, 87. Debts, incurred by committee, 28, 33, 40. by members for food, &c, recoverable, 35. due by strangers, 59. Disputes, arbitration, 88. Dissolution of clubs, 58, 84. no legal process for, 85. Drink, consumption and sale. See Intoxicants. i.\m;x. 131 Effects of club, only actual members have interest in, 86, interest in, no1 transmissible, 87. debenture holders, &c, Lave interest in, s 7. Embezzlement ami larceny of club property, 60. Evidence, of malice in decision to expel, 14, 24, 26. of tradesmen's books, 41. of breach of licensing laws, 98. Expulsion of members, only Sigh Court has jurisdiction, 15, 89. but there must be property . 16. for conduct hurtful to club, 19, 22. must be regular and in good faith, 21, 26. but not necessarily reasonable, 24. nor for breach of a specific rule, 21. Firms. S , Firms. Friendly. Societies, registered, 3, 6. may sue or be sued through officers, s . arbitrator's award conclusive, and enforceable by 1 iiiy ( !ourt, ^ N . Friendly Societies, unregistered. See Unregistered So- . in some matters subject to Friendly Soci 1875 . . 3, n. disadvantages of non-registration, ■!. how to register, 121. suing and being sued. See Proa Gaming, 96, 104, 106. what is unlawful gaming, 110 115. "co lining-house," 1 12. -aril v a public gaming-house, 111. bond fidi club may be a common gaming-h excessive gaming, 111, 113, 116. unsatisfacto] v state of law, l 1<>. k 2 132 INDEX. Incorporate bodies, 8, 62. Injection, 81. Intoxicants, evidence of illegal sale in clubs, 98. sale of, lawful in bond fide clubs, 99, 102. (?) illegal in proprietary clubs, 104. Jurisdiction of Courts, founded in property, 15 et seq. of High Court and of County Court, 89 et seq. Larceny and embezzlement, GO. Legislation, prospective, 118. Liability, of members for loans to club, 28 — 31. strictly specific, 38. not collective, 39 — 45. evidence of, 4 1 . continuing, of ex-members, 33. of strangers for debts due to club, 58. Licensing (intoxicants) laws, 98 — 104. Liens, 28, 58. Limited liability. .See Companies Act. Loans, from members, 27. assent to, and ratification of, 30. on debentures, 28. from strangers, 58. Malice. See Evidence. INhKX. 133 Members of clubs, relations intt r se, 10 et seq. external, 38 et seq. expulsion of, 15 — 27. 89. have interest in effects, 87. disputes between, arbitration, > ss - Orders and Rules, .Supremo Court, 1883. ,G3, 68, 73, 77, 79. Orders, assent to, and ratification of, 30, 41. Partnership funis, s, -io. may sue or be sued in firm name, 8. in bankruptcy, 82. clubs are not partnership firms, 88. but club proprietors are, 75 et seq. " Person," in bankruptcy, any body corporate or un- incorporate, 82. Pledging personal credit, what is, 40, 95. Procedure in actions at law, 7, 01. all members must be parties to, 62. but effect of Ord. XVI. r. i>, 1883 . . 63. possibly ultra vires, 66. bow acted upon, 7*_\ lor expulsion must be in High Court, 91 et seq, enforcement, &c, of judgments and orders, 81. PRorERTY, foundation of jurisdiction of Courts, 15. Proprietary clubs, 61, 74, 122. twofold character of, 7''.. prop] i tor's position, 74. be is alone responsible for orders, 7 s . may be Bued under name of club, 75 — s '-'- members of, not liable for default of proprietor, 7'.'. 134 INDEX. Pseudo-clubs, 96 — 98. Public-house clubs, 75. Ratification of orders, &c, to tradesmen, 41 — 47. Registration, generally, 1, 3, 122. advantages of, 88. of friendly societies, 2, 125. of working men's clubs, 127. of ordinary clubs under Friendly Societies Act, and under Companies Act, 1862 . . 123. conditions and mode of, 121 — 123. certificate of, 128. by leave of Treasury, 123, 127. Resignation of members, notice of, necessary, 35. Resolutions, binding if regularly and fairly passed, 13, 20 — 23„ 26, 27. though unreasonable, 14. unreasonableness presumptive of malice, 14, 26. Rules, constitute written contract, 10. binding, though unreasonable, 11. Court will construe, 12, n., 34. as to loans, debentures, &c, 27. members held to know rules, 37. .Statutes. See Acts of Parliament. Subscriptions, recoverable by secretary, 35. due to expiration of notice of resignation, 35. INDEX. 135 Torts, 61, 89. Tradesmen, supplying goods, \~>. evidence tit' their hooks, 41. Unincorporated bodies, 7 — 9, 45. Unlawful gaming. See Gaming. Unreasonable decisions. Sec Resolutit Unregistered Societies. See Fri> //"7y > . mregU- ti red. legal and illegal, 2, 3, 5. bankruptcy, 83. arbitration, < ss i. no equity jurisdiction in County Courts, 90. " Whips," not enforceable, 37, 85. Winding-up Acts, not applicable to clubs, s ">. Working-men's clubs, 123, 127. LONDON : PRINTED BY C. F. 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