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Although S33 the Act does not expressly impose an obligation on members in their dealings with each other, it is treated as a contract between them, which is enforceable under normal principles of contract law, without the need to pursue the action through the company. The principal justification for this view is that the company should not become involved in what would essentially be a dispute between its members - i.e. the company should not be involved in unnecessary litigation. This can be found in those cases which have enforced pre-emption rights between members of a company, i.e. rights contained within the articles which provide that if a member wished or is compelled to sell his shares he must first offer them to existing members of the company.

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