ABSTRACT

The distinction between an ordinary contract and the statutory contract were noted in Bratton Seymour Service Co Ltd v Oxenborough (1992).

4.2.2 The scope of the statutory contract 1. The scope of the s 33 contract has been considered in a

number of cases, which cannot easily be reconciled. The following points are established: (a) Once registered, the articles constitute a contract

between the members and the company and between the members inter se (Wood v Odessa Waterworks Co (1889)). This is now more clearly stated in the 2006 Act than in previous legislation. This contract gives rise to: • contractual rights between the company and its

members (Hickman v Kent or Romney Marsh SheepBreeders Association (1915));

• contractual rights for shareholders against fellow shareholders (Rayfield v Hands (1960)).