Treherne & Ors v Amateur Boxing Association Of England Ltd

In a membership dispute, an application to join an association is ordinarily a request for admission, not an offer capable of acceptance. Where the association’s rules require its consent and prescribe further steps, a communication stating that affiliation will be available in future is not acceptance. It merely indicates willingness to start the membership machinery. If the dealings do not structurally contain offer and acceptance, there is no need to examine intention to create legal relations separately. Negotiations, shared legal costs and encouragement do not, without a relevant undertaking, create an estoppel or collateral contract. Even if a contract existed, mandatory admission would be inappropriate where organisational and international constraints meant that the association did not wish to admit the applicants.

The claimants, acting for the Welsh Amateur Boxing Federation, sought declarations and an injunction requiring the English association to recognise the Federation as a member. The claim followed an initial proposal for affiliation, a solicitor’s letter describing an application for membership, and a later letter stating that a regional association would be established with membership available from a future date. Garland J found for the defendant and refused permission to appeal. The Court of Appeal considered whether the communications created a contract, whether the later letter accepted an offer, and whether the negotiations created an estoppel or collateral contract. It also considered whether the form of the representative claim should prevent the appeal proceeding.

Lord Justice Buxton delivered the leading judgment. Lord Justice Latham and Sir Denis Henry agreed.

1. Disposition. The appeal was dismissed unanimously, with costs and liberty to apply.
2. Constitution of the claim. The defect in bringing the proceedings through named individuals on behalf of an association whose members were clubs did not prevent the appeal from proceeding. The claim could, if necessary, be put into proper form by naming individuals as representatives of their clubs and substituting the clubs as claimants.
3. No offer or contract. The 15 June letter was an application for membership, not an offer to join. An application ordinarily asks the organisation to decide whether to admit the applicant and is, at most, an invitation to treat. The ABAE rules required its consent and prescribed a further process involving the constituent clubs, definition of the relevant area and formation of a regional association. The proposed arrangement would not have made the WABF itself a member.
4. No acceptance. The 28 July letter did not accept any offer. It expressed an intention that affiliation should become available from a future date and a willingness to begin the machinery of applications and regional formation. The relevant steps remained uncertain and had not occurred.
5. Other grounds and relief. Since there was no structurally complete contract, no separate issue of intention to create legal relations arose. The negotiations, shared legal expenses and encouragement did not create an estoppel or collateral contract. In any event, even if a contractual relationship had existed, an order compelling admission into membership would have been inappropriate where the association had good international and organisational reasons not to admit the applicants.

1. Court of Appeal (Civil Division): Permission to appeal was granted on renewal to a two-judge constitution. The appeal was dismissed unanimously with costs and liberty to apply.
2. High Court of Justice, Queen’s Bench Division: Garland J found for the defendant on 27 February 2001 and refused permission to appeal.