Dymoke v Association for Dance Movement Pyschotherapy UK Ltd

A membership organisation’s contractual disciplinary procedures may be subject to an implied duty of procedural fairness. The content of that duty depends on the circumstances, the organisation’s express rules and the directors’ fiduciary duties. It ordinarily requires sufficient particulars of the concerns, a reasonable opportunity to respond, appropriate information during the process and consideration of the sanctioning criteria. The duty is not excluded merely because the organisation is a company limited by guarantee. A procedural breach is not immaterial merely because the member may have had no answer on the underlying facts, particularly where the member was not given an opportunity to address the allegations or the proposed sanction. Loss-of-chance damages require proof of a real and substantial chance of the claimed benefit.

The claimant was a longstanding member and former chair of the defendant professional association. Her membership was terminated after concerns arose about alleged conflicts of interest involving a university course, her role in a body licensing Body Mind Centering courses, and her conduct at a university appeal meeting.

She claimed that the termination and dismissal of her appeal breached express contractual procedures and an implied term requiring natural justice or procedural fairness. The focus was on the procedure rather than whether the alleged conflicts existed. She sought restoration of membership and damages for lost professional and earning opportunities.

The central issues were whether the contractual framework required procedural fairness, whether the process complied with that requirement and the express procedures, and whether the claimed losses were recoverable.

1. The claim succeeded in relation to the termination process. The court held that the articles, Ethics Code and Complaints Procedure formed part of the contractual framework. They expressly required the member to be informed of clarified complaints or concerns, invited to respond, kept appropriately informed, and dealt with by the specified decision-making and appeal arrangements.

2. There was also an implied contractual term that the claimant would be treated fairly in relation to termination. In this context procedural fairness required sufficient detail of the allegations to enable a response and a reasonable opportunity to respond both to the substance of the concerns and to whether termination, rather than a lesser sanction, was justified. The duty was informed by the circumstances, including the small size and resources of the association and the directors’ duties under Companies Act 2006, section 172.

3. The duty was not inconsistent with the articles or fiduciary duties. Gaiman v National Association for Mental Health [1971] Ch 317 did not preclude the implication of procedural fairness. It was distinguishable because the present case concerned a disciplinary procedure containing sanctioning criteria and an interim suspension power, rather than an unrestricted power of termination contained only in the articles.

4. The defendant breached both the express terms and the implied term. The claimant was not given clear particulars of the concerns, the evidence relied upon, a fair opportunity to respond, proper information about the inquiry, or an opportunity to address the appropriateness of termination. The termination decision was not taken by the Council as required, did not apply the contractual sanctioning criteria and was irrational in the public-law sense because it was not the product of a reasoned process.

5. The court rejected the argument that the procedural defects were immaterial because the claimant had no answer to the conflicts allegations. She had not been given a fair opportunity to address the underlying facts, and questions remained about whether the alleged conduct justified termination.

6. The court did not need to decide the separate principle in Nagle v Fielden [1966] 2 QB 633. It expressed a strong inclination that the defendant was not a body to which that principle applied, but left its precise ambit open. The claimant’s damages claim failed because none of the alleged losses was shown to involve a real and substantial chance of the relevant benefit. The form of relief, including any fresh process, was reserved.