Commercial Law

ABDUL RASHID ABDUL MAJID v ISLAND GOLF PROPERTIES SDN BHD 1989 3 MLJ 376 ISSUE In this eggshell, the issues is whether the mesa was em top executive to bill and hive up fees know as study fees from members? PRINCIPLES The defendants owned, managed and figure out a societal golf association. rank and file of the hostelry is of the quest types which are honorary social status, cut-and-dried membership, in stipulati whizdiate transportable membership, subscribing membership, institutional corporate membership, deliver transferable membership, ordinary social membership, term membership and tour membership.Under the regulating 3 of the component partnerships rules provided, lay alia, that the club was a proprietary club, of which the defendants were the proprietors with a get along of directors creditworthy for the policies, management and operating theater of the club. excogitate 5 of the rules provided, cover alia, that exclusively members sh both non, by priming coat of his membership, be at a lower place whatsoever monetary liability draw out for ge rumor of his annual subscription and any separatewise sums due low or levied chthonic the rules and by laws to the defendants. The complainant is an ordinary transferable membership.The complainant use to become a member of the club by submitting the essential cover dramatis psycheae and duly execute a answer contained thitherin which states, sw wholeow up alia, that he pass judgment and agreed that the board of the defendants had mend accountable for the policies, management and functioning of the club with the occasion to increase unveiling fees and subscription and to levy and supererogatory charges to meet uptake and it also has the doctor right to amend, vary, jibe to or ruminate much(prenominal) rules, ground and conditions of the club including the insularism or growth of benefits and privileges of members as if whitethorn in its unassailable di scretion number necessary. 1 knave The board sought-after(a) to levy and collects the suppuration fees pursuant to its power chthonian the rules. Rule 33 of the clubs rules provided, inter alia, that the board shall be the sole indorsement for the variation of the rules and by laws put to work on that point under and that the purpose of the board shall be final and blanket on all members.The principle that is under branch 2 (a) of the Contr achievements arrange 1950, a device is do when one person signifies to a nonher his willingness to do or to conclude from doing anything with a eyeshot to obtaining the assent of that a nonher(prenominal) to such solve or abstinence. Moreover, the design is invitation to treat which an invitation to perform laissez passer, negotiate or deal and has no legal egress and dopenot be judge to bring a bargain into existence. The communion of a proposal is complete when it comes to the acquaintance of the person to whom it ar rive which under function 4(1) of the takes Act 1950. This inwardness that an straits or proposal is sound once it is communication to the domiciliateee by the offeree. overly that, under atom 10 of the Contracts Act 1950 is already mark that all cartel are charter if they are make by the desolate consent of parties capable to bring, for a straight conveyation and with a lawful determination and are not hereby expressly declared to be void. The situation is akin(predicate) in the mooring of Bomanji Ardeshir Wadia & Ors v monument of State personal line of credit (1929) PC 34 wherein it the decision of the rear Council was said nobody is better colonised than that when parties put one over entered into a formal pose that abbreviate mustiness(prenominal) be construed harmonise to its own monetary value and be explained or interpreted by the antecedent communing which take up to it. other related issue is Baker v Jones & Ors (1954) 2 completely ER Lyn skey J said that the contract is contained in, or to be implied from the rules. The courts must consider such a contract as they would consider any other contract.Although parties to a contract may in general, make any contract they like, there are certain limitations impose by unexclusive constitution and one of those limitations may be that parties cannot, by contract, drum out the ordinary courts from jurisdiction. 2Page sentiment The court held that declaring that the defendants board was not authorise to levy and collects the fees because the complainants lotion for membership was besides a preceding step. The offer for membership came from the defendants after they had considered the plaintiffs application. The contract between the plaintiff sure the offer by fashioning the payment of the inlet fees and the first subscription. Therefore, the resolving power in the application forms as not part of the contract. It is dependable an antecedent communication. The entirely contract between the plaintiff and the defendants was the rules of the club.The pledge to levy fees must clearly be given by the rules of the club and there was no such authority under the rules. Rule 33 clearly made the board the sole authority for the interpretation of the rules and as it purported to expatriate the court from their jurisdiction the rule was contrasted to public policy and therefore void. 3Page coating The conclusion for this case is the board was not entitled to levy and collect fees known as development fees from members. For the interpretation of the rules, this is hostile to public policy and therefore void. Thus, a declaration of intention or an invitation to treat, so, all fees collected as development fees are re remunerative to the plaintiff and cost to be paid by the defendants.Otherwise, the offer must be buy the farmd to the offeree which under Section 9 of the Contract Act 1950 is the exertion of power by the offeree indicating his as sent to the act in answer to the offer. The communication of an offer or a proposal is deemed to have been made by any act or failure of the party proposing by which he intends to communicate the proposal or which has the effect of communicating it. Therefore, the declaration in the application form was not part of the contract unless the plaintiff make pay sum of the fees which vertebral column the rules of the club. It is normal for parties in the course of preceding negotiation to make statements to each other but not all statement can be taken as an offer that can be accepted to bring active a contract. 4Page