David, Roger and Brown set up a land development company called DRB Developments Pty Ltd. Brown is a solicitor by training and the constitution of DRB Developments Pty Ltd nominates that Brown will be the company solicitor for any land purchases or sales made by the company. The company's constitution further provide that any disputes which arise between the company and its members should be first referred to an arbitrator before there are any court proceedings.

After a number of years, David and Roger meet another solicitor who they think is more efficient than Brown. They want to appoint him as DRB Developments Pty Ltd's solicitor in place of Brown.

Brown is upset about this decision and intends to bring legal proceedings against DRB Developments Pty Ltd over the matter.

Advise the company as to their legal position