Retrospective limitation in stock exchange bye-laws cannot defeat pre-amendment claims absent clear legislative authority.

Amended Stock Exchange bye-laws introducing limitation were held not to operate retrospectively against transactions and causes of action that had already accrued before the amendment. As the new limitation provision contained no express retrospective effect and delegated legislation cannot defeat vested rights without clear authority or necessary implication, it applied only to references arising from post-amendment transactions. The tribunal's treatment of the pre-amendment claim as time-barred under the amended rule was therefore incorrect.

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Issues: Whether the amended Stock Exchange bye-laws introducing limitation applied retrospectively to transactions and causes of action that had arisen before the amendment, so as to bar the petitioner's reference.

Analysis: The amended bye-laws came into force on 29 August 1998 and contained no express indication of retrospective operation. The dispute arose from transactions completed well before that date, and the last account entry was also much earlier. Delegated legislation does not operate retrospectively unless such power is clearly conferred or necessarily implied. The limitation provision introduced by the amendment could govern references and transactions entered into after the amendment, but not earlier transactions already completed or causes of action already accrued. The contrary view would improperly unsettle vested rights and create uncertainty in pending or past disputes.

Conclusion: The amended bye-laws did not apply retrospectively to the petitioner's pre-amendment transactions, and the arbitral tribunal erred in treating the claim as time-barred under the amended provision.

Ratio Decidendi: Subordinate legislative bye-laws cannot be given retrospective effect to defeat rights arising from transactions or causes of action that predate the amendment, unless retrospective operation is expressly authorised or clearly intended.

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