91 Ky. 333 | Ky. Ct. App. | 1891
delivered the opinion op the court,
■These three actions in equity were instituted in the court below by Adolph Reutlinger, the Franklin Insurance Company, and the Union Insurance Company,
The constitution provides the usual machinery necessary to perfect such an organization with provisions that are not objectionable, and no complaint seems to have been made by its members until the by-laws passed in August, 1888, were attempted to be enforced, and that were framed against the protest of the appellees.
This, in fact, seems to be the extent of the power conferred on the association by its constitution and its preamble, with the right to pass such by-laws as may be necessary, to accomplish the object in view. This, in fact, is a controversy between the home companies of the city of Louisville and the agents of foreign companies, the latter having a number of agencies, and with greater business or capital to sustain them.
It is proper, first, in determining the rights of these parties, to ascertain the extent to which the chancellor may go in giving the relief sought by the appellees upon the facts alleged in their petitions. There is a .plain distinction between the by-law of a corporation, that must always at least be within the implied terms of the grant made by the sovereign, and by-laws enacted by a voluntary association that derives its existence from the contract between its members. A member can withdraw from a voluntary association when he pleases, and, as a general rule, such by-laws as are adopted by the association will be held binding on its members. If they have been agreed upon by the members to be passed in a certain manner, and that mode is followed, it is but seldom that the chancellor will interfere. In this case, while the appellant is without capital, it is organized as a business body,
The doctrine as to the right of a court of equity to interfere in this class of cases is well stated in the case of Otto v. Tailors’ Union, 75 Cal., 313. It-is there said: “Courts will interfere for the purpose of protecting property rights of voluntary associations in all proper cases, and where they take jurisdiction will follow and enforce, so far as is applicable, the rules for incorporated bodies of a like character.”
In that case Otto, a member of the union, had been expelled for working for parties against whom the strike had been ordered, and his trial, the court held, “was a travesty on justice, and lacking all the elements of fairness and good faith, which should characterize the action of men in passing on the rights of their fellow-men.”
The by-laws under which these appellants acted were not only in violation of the spirit and meaning of the organic law of the association, but subversive of every rule of right known to the common law, and in direct hostility to every organic law upon which free government is based.. A conviction and suspension of the member follows, unless the accused, within twenty-four hours after the formal declaration of the accusation against him, appears and establishes his innocence, and for the privilege of having such an in
While members of voluntary associations must abide by its rules and regulations, unless contrary to the fundamental law of the order, or in violation of the law of the land, and even then the chancellor might be powerless to afford relief, still, when the suspension or expulsion results necessarily, as it must in this case, in affecting the financial standing of the appellees, as well as in depriving them of the use of property that is common to all, however insignificant its value, we perceive no reason for denying the relief sought.
The majority of the members, under the guise of producing harmony in this business association, have taken from these individual members the right to determine how many men they shall employ in their private business, and then only such as the association may think fit for the position; nor can they employ a solicitor for a less period than six months, or offer a solicitor an employment within twelve months after the solicitor has severed his connection with any other member; is compelled to discharge those in his
The common law rule, recognized and adopted when business relations were not so multiplied and extensive as now, and when less necessity existed for enforcing it, condemned all such restrictions upon trade and business intercourse with meii. as is found to exist in this case. The right of one to control his own property as he "pleases, and to employ those necessary to aid him in his business upon such terms as may be agreed on, when not in violation of the law of the land, is the rule of the common law, and the right of the laborer to dispose of his skill and industry to whom he pleases, and for the price agreed on, is embraced within the same rule. In all classes of business the employer and the employe should be allowed to contract with each other, unrestrained by others who may demand that the one shall give more or the other receive less, and, as a general rule, when restrictions are placed upon these rights by combinations or associations of men they will- be regarded as in violation of law, and void.
Cooley on Torts, page 280, says: “Any one has an undoubted right to refuse to be employed by another, but he has no right whatever to resort to compulsion of any sort to keep others from employment.” “It is also indictable to combine to engross under one control any particular business staple so as to force from the communtity its purchase at exorbitant prices.” (Wharton’s Criminal Law, section 2324, 7th edition.) In the case of Hilton v. Eckersley, 6 El. & BL, 76, eighteen owners of cotton mills in Lancaster, England, formed a combination by which they agreed that for twelve months they would each carry on their mills with respect to whom they should employ, the wages they should pay, the times they should keep open, &c., according to the direction of the majority of the others. The agreement was held to be illegal, because they had surrendered their discretion as to-who they should employ, and were prevented from paying any sum for wages except such as were fixed by the majority, and could only employ such persons as the majority would authorize.
That case is very much like the case being consid
This court, in every instance where the questions involved here, or those similar in their character, have been presented, has followed the common law doctrine, and what the common law condemns as injurious to the public in interest of trade, and leading to disastrous results, is now being insisted by the appellants as being a restraint upon the exercise of individual rights. We think the experience of business life exemplifies the wisdom of the principle recognized, and, if required to depart from it, we would feel inclined to make it more rigid in its application than is now sanctioned by law. In the case of Sayre v. Louisville Union Benevolent Association, reported in 1 Duvall, 146, organized for the purpose of affording relief to sick and disabled members, with the power to adopt such rules for their mutual interests, and as common carriers, as shall seem proper, the society passed a by-law declaring that no member shall go into any river or trade, and work for less than a fixed sum, or carry any freight for less than the established rate in the trade, and prohibiting members from advertising or working for any boat not represented in the association, or acting in con
In the case of Anderson v. Jett, reported in 89 Ky., 375, where the owners of two steamboats, rivals in business, in order to prevent competition, agreed to pool their profits, it was held that, as the object of the contract was to prevent competition in the trade, the
We do not mean to adjudge that every agreement or combination detrimental to trade and injurious to the public is an indictable offense; that question is not before us ; but we do adjudge that the restraint placed upon these appellees by the by-laws of the association, as to the number of solicitors they may employ, and the time of employment, and the compensation to be paid them, and forbidding them to contract with a solicitor so as to make his pay depend on the number of risks he procures, and forbidding an employment of a solicitor who has severed his connection with another member, are each and all in violation of law, and the judgment of the chancellor, giving the appellees all the rights pertaining to other members of the association, must be affirmed.