Al Wakeelo
Your Digital Lawyer, Always on Duty
Initializing Secure Chambers
Your Digital Lawyer, Always on Duty
Initializing Secure Chambers
Petitioner: MUHAMMAD BASHIR VS Respondent: THE KARACHI COTTON ASSOCIATION LTD
P L D 1955 Sind 321
P L D 1955 Sind 321
(Original Civil Jurisdiction)
Before Inamullah, J
MUHAMMAD BASHIR‑Plaintiff
versus
THE KARACHI COTTON ASSOCIATION LTD.,
Defendants
Suit No. 1225 of 1954 ; Application decided on 20th/21st April, 1955.
Domestic tribunal‑Whether Courts can upset verdict of tribunal by‑going into question of interpretation of by‑laws-- Karachi Cotton Association's Resolution suspending member for "becoming" member of another Cotton Association‑By--- Law 16 (j)‑Does not apply to members who are already members of another Association.
The Court can look into the rules of an Association, the Board of Directors of which, by a resolution, exples a member from membership of the Association, to see whether the rules have been interpreted properly, fairly and reasonably by the Board.
By‑law 16 (j) of the Karachi Cotton Association made provision for expulsion of a member for "becoming" a member of another Cotton Association. The plaintiff in a declaratory suit contested his suspension from membership of the Association, the Board of Directors of which, by a resolution had suspended him by virtue of by‑law 16 (j) on the ground that he had become a member of the Pakistan Cotton Association. As a matter of fact, the plaintiff was already a member of the Pakistan Cotton Association when he joined the Karachi Cotton Association.
The plaintiff prayed for an injunction that the defendant be restrained from giving effect to the resolution.
Held, that by law 16 (j) applied to those members who "became" members of another Association after joining the Karachi Cotton Association, not to those who were already members of another Association when they joined the Karachi Cotton Association.
The question is, how far a certain rule framed by the Association itself has been properly interpreted by it in conformity with natural justice notwithstanding that a by law of the Association gives the force of a by‑lave to any ruling or interpretation given by the Board of Directors on any one or more by‑laws.
W. W. Kerr on Injunction 6th Ed. p. 584, Ratansey Virji and another A I R 1934 Bom. 431, Ambalal Sarabhai and others A I R 1939 Bom. 35, Stroud's judicial Dictionary, 3rd Ed. Vol. I at p. 27 2, Dawson v. African & Co. (1898) I Ch. 6, Wilcos v. Smith 62 Eng. Rep. p. 20, Archer v. Kelly in the same Vol. at p. 394, V. N. Bhajekar v. K. N. Shinkar 36 Bom. L R 483, Champamani Bibi and another v. Yunus and others A I R 1951 Pat. 177, Bihar Soobai Sunni Majlis Awkaf A I R 1953 Pat. 32, Secretary of State for India in Counoil v. Augustus John Arathoon I L R 5 Mad. 173 and Lee v. Showmen's Guild of Great Britain All Eng. Law Rep. 1952 Vol, I p. 1175 ref.
Sharif‑ud‑din, for Plaintiff.
Jamiatrai and Dingoomal, for Defendants.
ORDER
INAMULLAH, J.--‑This is an application under Order 39 rules 1 and 2 read with section.151 Civil P. C. fox an injunc tion restraining the defendants from giving effect to the Resolutions dated 3rd December, 1953 and 2nd December, 1954 suspending the plaintiff from membership of the Association and imposing a fine of Rs. 500 or any part thereof. The present application arises in a suit for declaration and injunction. The facts shortly put, as disclosed in the plaint, are:
The plaintiff is a cotton merchant and became a member of the Pakistan Cotton Association on or about 10th September, 1948. Thereafter, he became a member of the Karachi Cotton Association in November 1948, the Karachi Cotton Association being the defendant in the present case. The defendant Association, in December 1953, sent a copy of their Resolution dated 3rd December, 1953, which drew attention of the members to by law 16 (j) of the Karachi Cotton Associa tion. According to by law 16 (j), nobody who was the member of the Karachi Cotton Association, could be a member of any other similar Association. On December 2, 1954, the Board of Directors of the Defendant‑Association held a meeting and passed a Resolution suspending the plaintiff for a period of one month from all rights of membership of the defendant‑Association and also imposed a fine of Rs. 500. The plaintiff has challenged his expulsion on a number of grounds the main ground being that the by‑law 16 (1) of the Karachi Cotton Association could not be given retrospective effect. The contention of the plaintiff is that by‑law 16 (j) applied only to those members who joined an other similar Association after being enrolled as a member of the Karachi Cotton Association. It did not apply, in short, to those who were already members of any Association before joining the Karachi Cotton Association.
In the written statement filed, the defendant‑Association has contended that they have absolute power to frame such a by‑law as 16 (j). It is also contended in the written statement that the intention of the by‑law was to give it retrospective effect. The defendant has also denied the other contention raised by the plaintiff, such as : acquiescence and waiver. I am, however, not concerned with those contentions of either party at this stage, as the only point urged before me relates to the correct interpretation of by‑law 16 (j) of the Karachi Cotton Association.
I would dispose of, by this Order, two applications in which common point of law has been argued by the learned advocates for the parties. The learned advocates also agreed that both the matters may be heard and decided together, the defendant being the Karachi Cotton Association in both the cases. I would, therefore, dispose of the injunction applications in Suit No. 1225 of 1954 and Suit No. 1227 of 1954 by the present order.
I have heard the learned advocates, Mr. Sharif‑ud‑din and Mr. Nasir‑ud‑din, for the plaintiffs in the two suits and Mr. Dingomal and Mr. Jamiatrai for the defendants. I have heard the learned advocates for the parties at some length.
Mr. Sharif‑ud din, the learned advocate for the plaintiff, in the first place contended that a Civil Court has jurisdiction to restrain a Committee from expelling a member. He relied in support of his contention on "W. W. Kerr on Injunction" 6th Edn. p. 584.. The relevant passage reads as under:
"The Court has jurisdiction to restrain the Committee or a general meeting of a Club (not being proprietory club) from expelling a member of the club, but in exercising the jurisdiction the Court does not sit as a Court of Appeal from the decisions of the members of the club duly assembled. All that the Court requires is that their proceedings be conducted on the common principles of ordinary justice. The Court will not interfere against the decision of the members of a club expelling the member of the club unless it can be shown either that what has been done is not authorised by any rule of the club or is not regular or if it be within any rule of the club the rule is not consonant with the principles of natural justice or that there has been malafides of malice in arriving at the decision.
The Court has first to consider whether the action of the Committee or of the General Meeting was authorised by any rule, that is to say, whether it was within the terms of any rule and whether it was regular".
To the same effect is the law laid down in Halsbury's Laws of England, 3rd Edition, Volume 5, at page 264.
It was urged by Mr. Sharif‑ud‑din as the basis of his con tention that the rule under which the plaintiff had been expelled, must be complied with by the Association. He relied in support of his contention on the case of Ratansey Virji and another (A I R 1934 Bom. 431). This case was followed in a later case of Ambalal Sarabhai and others (A I R 1939 Bom. 35) in which was observed:
"A club is an autonomous institution and a Court of law will not lightly interfere with its action in expelling a member unless it has violated the recognised rules of procedure in that connection or those of natural justice. Interference by the Court to prevent expulsion would not be justified if the rules providing for expulsion have been strictly observed, the member expelled has had due notice, and full opportunity of answering the charges made against him, there has been no want of good faith in the exercise of the power of expulsion, and the decision arrived at is not manifestly absurd."
I would now come to the main contention of the learned advocate for the plaintiff which was that by‑law 16 (j) of the Karachi Cotton Association applies to members who were to join a similar Association after becoming a member of the Karachi Cotton Association. In this connection, by‑law 16 (j) must be reproduced which reads as under :
"Every member shall be liable to expulsion, suspension and/or to payment of fine, for any of the following acts or omissions . . . . ,
(j) for becoming a member a licensee or a broker of any association (other than the Karachi Cotton Association) purporting or proposing to control or regulate the cotton dealings in Karachi of whatever nature and for dealing in cotton directly or indirectly with any member, licensee or broker of such an Association."
The question for my consideration is. Whether the word "becoming" would also include those persons who were already members of another similar association. The word "become" is defined in Stroud's Judicial Dictionary, 3rd Edn. Vol. I at p. 272 as under :
"(1) The word `become' in its usual and proper accepta tion, imports a change of condition‑that is the entering into a new state or condition by a change from some former state or condition.
(4) A Company's articles disqualifying a director 'if he became bankrupt' does not prevent the election of one who is already an undischarged bankrupt. Dawson v. African Co. (1898 1 Ch. 6)."
The word "become" is also defined by Burrows on words and Phrases, Volume I, page 301 as under
"The word 'become" in its usual and proper acceptation imports a change of condition, that is the entering into a new state or condition by a change from some former state or condition".
The word "become" was also subject of interpretation in the case of Wilcos v. Smith (62 Eng. Rep. p. 20). It was observed in that case
"What is the effect of the word "become" ? The ordinary construction, and I think it is correct construction, is according to Johnson's definition 'to enter into some state or condition by a change from some other ' ".
To the same effect is the meaning given of the word "become" in the case of Archer v. Kelly in the same Vol. at p. 384.
There is no doubt left after considering the meaning of the word "become" which had been subject of judicial considera tion, that by‑law 16 (j) would apply only to those members who became members of another association like Pakistan Cotton Association, after joining the Karachi Cotton Association. It was, however, contended by Mr. Dingomal, the learned advocate for the defendant in the first place, that the word "by‑laws" would also include the interpretation put by the Board on any by‑law framed by the Association. He relied on (2) (b) of the by‑law (1) of the Karachi Cotton Association which reads as under :‑
"By‑laws means the by‑laws of the Association for the time being in force and shall include any ruling or inter pretation in relation to one or more by‑laws given by the Board."
He contended that the interpretation put by the Board was that the by‑law 16 (j) of the Association applied to the case of those members also who were already members of another Association before ioining the Karachi Cotton Association. These members also werc subject to the disciplinary action by the Karachi Cotton Association if they did not resign from the membership of the other Association. The short question before me now is : Whether, in view of this "by‑law, can the Court have jurisdiction to interfere with the inter pretation put by the Association ? I have no doubt that the Court has such a jurisdiction if the interpretation put by the Association is unfair, unreasonable or fantastic. To my mind, the Court's jurisdiction is not taken away, to examine by‑law 16 (j) in view of interpretation put by the Association to the word "by‑laws". The contention of Mr. Dingomal, the learned advocate for the defendant‑Association comes to this : That the Board is entitled, by virtue of by‑law 1 (2) (b), to give any interpretation which may suit whim. I have no doubt that such a by‑law would be ultra vires, as it would be against natural justice.
Mr. Dingomal, in the second place, contended that the intention of the Association always was that those who were members of another Association, whether they were already members before joining the Karachi .Cotton Association or became members afterwards, were to be subject to the disciplinary action provided under by‑law 16 of the Asso ciation. It is well recognized principle of interpretation of statute that if the meaning of a provision of statute is clear, the question of intention of the legislature has not to be taken into consideration. In the present case, the language of by‑law 16 (f), to my mind, is very clear and does not accept any other interpretation than the one which I have given, that it applies to those who were to become members of any other similar Association after having Joined the defendant association. In this connection it was also con tended by Mr. Dingomal that it is open to the Board to modify 16 (j) so as to make it expressly applicable to those who were already members of another Association. At present I am not concerned with any other question except the one about the interpretation of 16 (j). Moreover, I may also mention in this connection that there are circumstances to suggest that when by‑law 16 (j) was framed by the Association, they had no intention to apply it to members who were already members of other Associations. In the first place, it is conceded by the parties concerned that at the time when Karachi Cotton Association was established, there was no other similar Association. The Pakistan Cotton Association came into being sometime in 1948 or 1949 while the Karachi Cotton Association had already existed since 1933. It would be clear therefore that the object of those who framed 16 (j) could not be to apply to persons who may have been members of other Association before becoming members of the Karachi Cotton Association. In the second B place, if the intention of the framers of by‑law 16 (j) was that those who were already the members of another Association, should not be members of Karachi Cotton Association, the Association could have very easily safe guarded against this by putting a questionaire in the applica tion form to the effect whether the applicant was a member of any other Association. It has been admitted before me that there was no such questionaire in the application form. There is yet another important fact which goes to show that the officials of the Karachi Cotton Association not only did not want that 16 (j) should apply to those who were to become members of the Karachi Cotton Association after being a member of another Association, but they did not intend to apply to those also who were to become members of Pakistan Cotton Association after being members of Karachi Cotton Association. It would apppear from para. 6 of the joinder by the plaintiff, that out of 12. promoters and subscribers of the Memorandum of Association of the Pakistan Cotton Association, 7 were the Directors of the defendant‑Association and 3 other promoters were members of the defendant‑Association. This did not end here but one Mr. Haji Hamid Umar was a Chairman of both the Associations at one time. There was also a time when there were 26 members of the de fendant‑Association who were also the members of the Pakistan Cotton Association. This circumstance which I have just mentioned, goes to show only this, that the Directors of the Association did not, by their conduct, intend to apply 16 (j) to those members who joined Pakistan Cotton Association after being members of the Karachi Cotton Association. This conduct, it may be said, does not debar the Directors of the defendant‑Association from enforcing 16 (j) so long as it remains on the by‑laws of the Association. I have mentioned this circumstance only to show that the intention of the framers of the by‑laws, does not appear that 16 (j) should apply to those who were already members of another Association and then join the defendant‑Association. The question of intention, as I have already said, has not much bearing on the interpretation of a certain provision of statute or by‑law so long as it is clear. A provision of law or by‑law should be given its grammatical meaning. The intention must be read from the language used by the framers and not to be introduced from outside.
I have not been addressed by the defendants learned advocates, how I can read in 16 (j) that the same was applicable to those who were already members of another Association.
The contention of Mr. Dingomal which he, very stre nously pressed before me, was that the Court should not interfere with the internal management of a. private body. He relied in support of his contention on the case of V. N. Bhajekar v. K. N. Shinkar (36 Bom. L R 483). It was observed in that case :‑
"The Court has no jurisdiction to interfere with the internal management of Joint Stock Company acting within its own powers."
That proposition, as enunciated in the above case, is quite correct and I respectfully accept the same. The question before me is whether the association has "acted within its own powers". The question is, how far a certain rule framed by the Association itself has been properly interpretedic by it in conformity with natural justice. I would presently deal with the power of the Court in matters of private Associations, like the present defendant. Mr. Dingomal has also relied on certain cases as regards the interpretation of statutes. He relied on the case of Champamani Bibi and another v. Yunus and others (A I R 1951 Pat. 77). It was observed in that case that :‑
"It is a well settled rule of interpretation that every clause of a statute should be construed with reference to the context and other clauses of the Act and so far as possible no clause, sentence or word should be considered superfluous, void or insignificant".
In another case, relied upon by the learned advocate for the defendant, of Bihar Soobai Sunni Majlis Awkaf (A I R 1953 Pat. 32) it was held that:--
"The section must be so construed as to give effect to the undoubted object of the statute."
This view may be correct ; but in the present case, as I have already said, there is nothing to show that the undoubted object of the framers of this rule was that it should apply to those who were already members of another association. On the other hand, the circumstances would show, as I have mentioned above, that the framers had never this object in their mind.
Mr. Jamiatrai who appeared for the defendant‑Association in the other case, dealt with the wide power of the Board to frame rules so as to expel a member from membership. So far as this question is concerned, I need not deal with it as it was not contended by the plaintiff in this case that the Board had no such power. Mr. Jamiatrai also contended that the plaintiff, having agreed, under the rules of the Association, to abide by the decision of the Board, however interested the Board may be, cannot now challenge the same. He relied on the case of Secretary of State for India in Council v. Augustus John, Arathoon (I L R 5 Mad. 173). It was observed by Muttusami Ayyar, J:--
"The maxim that no man shall be a Judge in his own cause does not apply where one party to a contract agrees to abide by the judgment of the other or where both parties agree to abide by the decision of an interested third party."
This principle, as enunciated above, is not in question. The question is not, in the present case, that an interested party cannot be a judge, but the question is : whether the interested party has interpreted a certain by‑law, by which the interested party as well as the other party is bound, fairly and reasonably.
If the interpretation given by the interested party is not a reasonable one, the Court has power to look into it.
In this connection, I may mention that the by‑law 16 (j) read with by‑law 16 is a penal provision and the same rule of interpretation would be applicable as it is applicable to penal statutes. In this connection, a certain passage from 'Craies on Statute Law' 15th Edition at page 505 would be helpful : --
"No doubt all penal statutes are to be construed strictly, that is to say, the Court must see that the thing charged as an offence is within the plain meaning of the words used, and must not strain the words on any notion that there has been a slip, that there has been a casus, omissus that the thing is so clearly within the mischief that it must have been included if thought of. On the other hand the person charged has a right to say that the thing charged, although within the words, is not within the spirt of the enactment". The present by‑law must be interpreted in conformity with this principle which has been enunciated by the Privy Council.
The Law which would govern the present case has been very clearly enunciated in the case of Lee v. Showmen's Guild of Great Britain (All Eng. L R 1952 Vol. I p. 1175). That case, was considered by Somervell, Denning and Romer L. JJ. The defendant‑Association was a society of showmen and registered trade union, formed to protect the rights and interests of showmen visiting fairs and show‑grounds. The plaintiff was a member of that Association. He having contravened, according to the defendant- Association a certain provision of that Association was fined and ultimately the plaintiff having failed to pay the fine, the Committee resolved that he was deemed to have ceased to be a member of the Guild. Two principles follows :‑
In the first place, why the Court has jurisdiction in matters relating to such private Associations and in the second place, how far the Courts can intervene in the decision taken by the Association. It was observed by Denning, J. that :‑
"The jurisdiction of the Committee of the Showmen's Guild is contained in a written set of rules to which all the members subscribe. This set of rules contains the contract between members and is just as much subject to the jurisdiction of these Courts as any other contract".
In the present case also, there is a set of by‑laws of the Association which is as much binding upon the plaintiff as upon the members of the Board of the Association. This set of by‑laws contains the contract between the members and as such, is subject to the jurisdiction of this Court as any other contract.
Denning, L. J. has also laid down the extent to which the Courts can consider the decision taken by members of a certain Association.
"To what extent will the Courts intervene ? They will, I think, always be prepared to examine the decision to see that the tribunal have observed the law. This includes the correct interpretation of the rules. Let me give an illustration. If a domestic tribunal is given power by the rules to expel a member for mix‑conduct, such as here for "unfair competition", does that mean that the tribunal is the sole Judge of what constitutes unfair competition ? Suppose they put an entirely wrong construction on the words "unfair competition" and find a member guilty of it when no reasonable person could so find, has not the man a remedy ? I think he has, for the simple reason that he has only agreed to the committee exercising jurisdiction according to the true interpretation of the rules, and not according to a wrong interpretation".
Keeping the above proposition of law, contrary to which I have not been shown anything by the otherside, it is clear that this Court can look into the rules between the parties and see whether they have been interpreted properly, fairly and reasonably by the Board. In the present case, as f have already said above, the defendant has failed to satisfy me that the interpretation put by them on by‑law 16 (j) can be made applicable to those who have joined the defendant -Association after being a member of any other Association.
I would, for the reasons given above, make the interim order absolute in both the suits.
A. H. Order made absolute.