171 N.W. 806 | Minn. | 1919
The complaint alleged that defendant was incorporated under the provisions of Laws 1883, p. 193, c. 138, relating to chambers of commerce and boards of trade; that it had adopted a rule under which it attempts to exercise judicial functions through its board of directors, and that it asserts that it has the right to fine and suspend its members and prohibit dealings with them while suspended. It is alleged that plaintiff was a member against whom charges of uncommercial conduct were preferred by other members, and that, pursuant to notice, he appeared and presented evidence to show that the charges were unfounded, but that nevertheless the board of directors adopted a resolution finding him guilty and imposing a fine of $250; that, the fine not being paid, he was suspended from membership on July 12, 1917, but was reinstated the following day, and that notice of the action taken was given to all other members. It is alleged that, in finding him guilty, imposing the fine and suspending him from membership, defendant's action "was wanton, malicious and wilful, and * * * was taken by said board of directors without any just cause, and for the malicious purpose and intent of injuring and damaging plaintiff in his business reputation andstanding." *196
The answer sets forth the rules by which defendant's board of directors are governed in investigating and passing upon charges made against a member. They are admitted by the reply. Plaintiff's counsel, in response to an inquiry made by the court in the course of the opening statement to the jury, admitted that the board had jurisdiction over the proceedings. Thereupon the court intimated that the action would not lie and defendant moved for judgment on the pleadings, with the result already stated.
1. Reference to the original complaint is made in appellant's brief. We are not at liberty to consider it, in view of the fact that no appeal was taken from the order striking out material portions thereof. Manwaring v. O'Brien,
2. The statute under which defendant was incorporated empowered it to adjust controversies between individuals engaged in trade, and to settle matters submitted for arbitration. The chairman of its board of directors was authorized to administer oaths and cause subpoenas to be issued by the clerk of any court of record for the attendance of witnesses, and the board was authorized to make awards, which may be filed in the office of the clerk of the district court, and upon which the prevailing party may apply to the court for an order confirming the award and directing the entry of judgment thereon. For breach of its rules, a fine may be imposed upon a member with suspension from membership until it is paid.
We think the board of directors of a corporation organized under this statute, when acting upon charges preferred against a member, is a quasijudicial tribunal, and that the directors, individually and collectively, when so acting, are protected by the rule, that a civil action for damages does not lie against one whose acts, however erroneous they may have been, were done in the exercise of judicial authority clearly conferred, no matter by what motives such acts may have been prompted. This rule has always applied to judges of courts of general jurisdiction. Stewart v. Cooley,
The reasons justifying the rule have been frequently stated. It is not because of any special tenderness for judges or for those who exercise quasi-judicial functions, that the rule was evolved. It early became deeply rooted in the common law out of considerations of public policy. Any man called upon to serve in a judicial capacity ought to feel free to act on his own convictions, uninfluenced by the fear of consequences personal to himself. No man would willingly serve as a juror or feel free to render an unpopular verdict, if he might be sued for damages by the party against whom the verdict was found on the plea that personal ill will or malice led to it. The protection afforded by the rule ought not to be confined to those having to do with the trial and decision of lawsuits only, but should be extended to all to whom the law or the agreement of the parties, commits the exercise of authority of an essentially judicial nature. When one of the purposes of an incorporated association is to arbitrate controversies between its members, the board or committee of arbitration is a quasi-judicial body within the spirit of the rule. Evans v. Chamber of Commerce,
Under the rule referred to, it is clear that this action could not have been maintained against the directors individually. Can he then maintain it against the corporation itself ?
When it is sought to hold a corporation for a tort, the doctrine of *198
respondeat superior applies. McCord v. Western Union Tel. Co.
It is difficult to perceive any theory upon which liability on the part of defendant may be attributed to it because of the acts of its directors, if such acts did not make them liable individually. By holding that the directors are immune under the doctrine adverted to, we destroy the foundation upon which to base a cause of action against defendant itself, solely because of such acts.
Appellant's counsel has cited Albers v. Merchants' Exchange,
Plaintiff's counsel earnestly insists that the law affords a remedyfor every wrong, and that, if the remedy sought in this action is denied, his client's wrongs must be endured without hope of redress. We think the case is not one where there is no legal remedy for an alleged wrong, but rather one where the party complaining has sought the wrong remedy. The relief which a member of a commercial exchange, against whom fellow members have made false charges and instituted a prosecution through malice and without probable cause, is entitled to obtain is pointed out and thoroughly considered in Albers v. Merchants' Exchange, supra, and in Lurman v. Jarvie,
*428Order affirmed.