Howie v New South Wales Lawn Tennis Ground Ltd

The case of *Howie v New South Wales Lawn Tennis Ground Ltd* involved a dispute between special members of a tennis ground company and the company itself, along with an associated organisation. The special members had paid a sum of money in exchange for rights to enter the ground and occupy specific seats in a grandstand. The company subsequently went into voluntary liquidation and proposed to transfer its assets to another association. The special members sought declarations that their rights were binding on the company and would continue to be binding on the assignee association, and also sought injunctions to prevent their exclusion from the ground and their allocated seats.

The High Court was required to determine the nature and duration of the rights granted to the special members, specifically whether these rights were perpetual. It also had to consider the effect of a clause in the circular that purported to limit the special members' rights in the event of the company discontinuing its business, winding up, or sale. Furthermore, the court needed to ascertain whether the assignee association would take the company's assets subject to the burden of these special membership rights, and if the exclusion of rights by way of compensation or damages extended to equitable remedies such as injunctions.

The Court reasoned that the rights of a special member were limited to entering and occupying their allotted seats for the purpose of watching games, without any obligation on the company to stage such events. The "change of ground" provision was interpreted to mean that the special members' rights were preserved only so long as the company continued its business of staging sporting events, ceasing if the business was discontinued. Crucially, the proviso within this clause was held to exclude all rights enforceable by action, including injunctions, in the specified circumstances. The Court also determined that the doctrine in *Tulk v. Moxhay*, which can bind assignees with notice of restrictive covenants, was limited to negative covenants and covenants benefiting the covenantee's land, and therefore did not impose the burden of the special membership rights on the assignee association.

The appeal was dismissed, affirming the decision of the Supreme Court of New South Wales. The plaintiffs' claims for declarations and injunctions were therefore unsuccessful.