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TMI Blog1937 (5) TMI 5X X X X Extracts X X X X X X X X Extracts X X X X ..... the records of the proceedings of the Committee" "subject to such regulations as the Committee may from time to time deem expedient." The plaintiffs give reasons for their demand to be allowed to take copies of the proceedings in their letter of 5th March, 1936, before they filed this suit. The first demand was made on 2nd November 1935 on which day a clerk dismissed by the Association started criminal; proceedings for defamation against the Honorary Secretary of the Association. The Committee then refused inspection, giving no reasons, but obviously because they thought that the plaintiffs were trying to assist the dismissed clerk in the criminal proceedings, for, money which was in the charge of this clerk had disappeared and pages had been torn from the book of the Association and the alleged defamation was that the clerk was implicated. These criminal proceedings were settled in December 1935 and the plaintiffs again made demands for inspection and that they should be allowed to take copies in February 1936. The Committee allowed inspection, but refused to allow the plaintiffs to take any copies. The plaintiffs threatened legal proceedings and the Committee on 26th April passed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mmittee may from time to time deem expedient." The rules passed on 26th April were: "If any member wants to inspect the minute book of the Committee, then his applications should have to be placed before the Committee. The application must contain the following particulars: (1) The minutes of which date are to be inspected, (2) For what purpose, (3) If any firm has more than one partner, then the application must contain the signatures of all the partners. (4) It must be agreed upon to deposit Re. 1 in the office for every page." "As soon as the application reaches the Secretary, it will be placed before the Committee. And the Committee will fix up how and when the minute book will be shown. No member will be allowed to copy or take notes of the minute book. If any member in the opinion of the Committee intends doing harm to the Association or its office-bearers in the case the Committee shall be authorised to refuse inspection of the proceedings book." It was argued that these rules, in so far as they left the matter of inspection to the discretion of the Committee and prevented a member from taking copies or notes, were ultra vires . The law is clear, and a power to regula ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om Taylor on Evidence in which it is stated that: "The privilege of inspection is now confined to cases where a member of a corporation has in view some definite right or object of his own and to those documents which would tend to illustrate such right or object. The judgment then cites the case in Rex v. Merchant Taylors Co. with approval, as authority for the proposition that if none of the plaintiffs had any special interest different from that of his fellow members or any definite purpose or object in obtaining the inspection asked for other than to see if by possibility company's affairs may be better administered than at they are present, their suit failed. One of the grounds held to be insufficient in that case was that they (the plaintiffs) had heard and believed that the revenues of the corporation were misapplied through malpractices of those who managed the corporation's affairs." The plaintiff in the suit before the Judicial Committee failed because his interest was the same as that of his fellow members. Their Lordships did not express an opinion as to the extent of the right to take copies beyond quoting from Taylor on Evidence, but obviously at most a me ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he register. For the plaintiffs, it was argued that a right of inspection carried with it a right to take copies. This was the view taken by NORTH, J., in Boold v. African Consolidated Land and Trading Co., but his decision was overruled in In re Bala-Ghat Gold Mining Co., when the Master of the Rolls said that he could not bring himself to agree with that proposition, and the Court held that the statute which gave the applicant a right of inspection gave him a right to have copies on payment, and there was no ground therefore for implying any other right. The case was cited with approval by VAUGHAN WILLIAMS, L.J., in Ormerod Grierson and Co. v. St. George's Iron Works Ltd. It is clear therefore that a contractual right of inspection does not of itself imply a right to take copies, any more than a statutory right would do. In the case of a statutory right of inspection, the Court Will not imply a right to take copies unless the statutory right would otherwise be of no avail, or practically useless. The question is whether in this case, the Court should imply such a term in this contract. There are only four cases in which a court can add a term to a written contract, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been sufficient was not raised in any of the cases cited on the construction of various statutes, but in none of them would the Common Law right have sufficed to make the statute of any practical use. And in any case I am bound to follow the decision of the House of Lords in Attorney-General v. City of Dublin Steam Packet Co., and to consider whether the claim of the plaintiffs is wider than the circumstances demand. Had this been a case in which the Common Law did not apply, it seems to me that before implying any other term in this contract, the Court would have been bound to consider whether the Common Law right would not be sufficient. And in my opinion the cases cited show that the Court is bound by a stricter rule when a question of implying term in a contract arises than in the case of a statute. In my opinion the plaintiffs' interests were sufficiently protected by the Common Law and there is therefore no necessity for implying any greater rights in their contract. The words of the Article as they stand are sensible and operative, and there is nothing to show that the intention was to give a right to take copies of the minutes, or that the right given would be practi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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