212 P. 811 | Or. | 1923
Upon their appeal the defendants contend that because the contract in terms provides that in the event of a breach by the defendant August Lentz of any of the material provisions of the contract, the plaintiff shall be entitled to an injunction restraining the defendant August Lentz from any further breach thereof and to a decree for the specific performance of the contract, and stipulates that in such case the contract itself is a proper subject for the remedy of specific performance, the trial court had no jurisdiction to grant the relief awarded, since “parties cannot by consent or stipulation invest a court with jurisdiction or power not authorized by law or conferred upon it by the Constitution.” 11 Cyc. 673; McLaughlin v. Aumsville Mercantile Co., 74 Or. 80 (144 Pac. 1154). While it is not within the power of litigants to invest a court with any jurisdiction or power not conferred on it by law, and if the court is without jurisdiction of the cause of suit or subject matter involved in a particular case, such
Under tbe Constitution and laws of this state, Circuit Courts are courts of original jurisdiction having full and complete power to award equitable relief in all proper cases. Sucb courts have jurisdiction and power to enjoin tbe breach of a contract and to compel tbe specific performance thereof at tbe suit of an injured party whenever sucb party is equitably entitled to sucb relief. Tbe power and jurisdiction of tbe Circuit Court to bear and determine tbe question, of whether tbe defendant has breached bis contract and to award equitable relief in a proper case where a breach has occurred, exists independently of this or any other contract.. The exercise of this power and jurisdiction by tbe court in this case was not in any way, nor to any extent, dependent upon tbe provisions of tbe contract above referred to, and tbe relief granted would have been proper if tbe provisions referred to bad not been incorporated into tbe contract.
Section 6954, Or. L., as amended by Chapter 260, Laws of 1921, contains, among others, tbe following provisions:
“Tbe by-laws and marketing contract may fix, as liquidated damages, specific sums to be paid by tbe member to tbe association upon tbe breach by him of any provision of tbe marketing contract regarding the sale or delivery or withholding of products; and any such provisions shall be valid and enforceable in the courts of this state.
*576 “In the event of any snch breach or threatened breach of snch marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of snch suit, the association shall be entitled in a proper case to a temporary restraining order or preliminary injunction against the member. ’ ’
Defendants argue that so far as this statute attempts to confer jurisdiction upon the courts to grant injunctive relief and compel specific performance of a contract against a member of such association who has breached or threatened to breach his contract, it is special legislation and falls within the prohibition of subdivision 3, Section 23, Article IV of the Constitution of this state, which provides: ‘ ‘ The legislative assembly shall not pass special or local laws * * regulating the practice in courts of justice.”
In numerous cases the word-“special,” as employed in this constitutional provision, has been defined by this court, of which it is necessary to cite but one. In Farrell v. Port of Columbia, 50 Or. 169 (91 Pac. 546, 93 Pac. 254), this court, speaking through Mr. Chief Justice R. S. Bean, said:
“And, when it [the word ‘general’] is used in contradistinction to ‘special,’ it signifies relating to the whole community or all of a class instead of to a particular locality or a part of a class. In this latter sense a law is general when it operates equally and uniformly upon all persons, places or things brought within the relation and circumstances for which it provided. But when it is applicable only to a particular branch or designated portion of such persons, places or things, or is limited in the object to which it applies, it is special: Lippman v. People, 175 Ill. 101 (51 N. E. 872); Wheeler v. Pennsylvania, 77 Pa.*577 338; 26 Am. & Eng. Enc. Law (2 ed.), 532; 1 Lewis’ Sutherland Stat. Const., §195. It is in this sense that the terms ‘general’ and ‘special’ are used in the provision of the constitution now under consideration. * * A general law, within this section of the constitution, is one by which all persons or localities complying with its provisions may be entitled to exercise the powers and enjoy the rights and privileges conferred. A special law, on the other hand, is one conferring upon certain individuals or citizens of a certain locality rights and powers or liabilities not granted to, or imposed upon, others similarly situated. ’ ’
The legislature has the power to enact laws which are applicable to all of a particular class of persons or things and not applicable to a different class of persons or things. Such legislation is general and not special. If this were not true, a very large proportion of the statute law would be void. “A statute relating to persons or things as a class is a general law; one relating to particular persons or things of a class is special.” 1 Lewis’ Sutherland Stat. Const. (2 ed.), § 195.
As this statute operates generally upon all co-operative associations throughout the state, and not upon a part of them only, and confers upon all alike the right to exercise the same powers and to enjoy the same rights and privileges, and did not grant to any particular co-operative association any different rights or powers, nor impose any different liabilities from those granted to and imposed upon all others similarly situated, the statute is general and not special within the meaning of those words as used in the Constitution. And as it is a general statute applying equally and uniformly to all cooperative associations alike, the statute does not
The above quoted provisions of the statute first appear in Chapter 260, L. 1921, which chapter was amendatory of Section 6954, Or. L., and other sections. As so amended, Section 6954, Or. L., introduced into the statute for the first time, the provisions referred to.
Defendant contends that these provisions are not germane to the subject matter of the original act, and therefore this portion of the statute is violative of Section 20, Article IY of the Constitution, which requires that “Every act shall embrace but one subject, and matters properly connected therewith, which subject shall be expressed in the title.” The title to Chapter 226, Laws of 1915, which was the original act, in part reads as follows: “To provide a method whereby producers and consumers may organize into a co-operative association for the purpose of more effectively managing their own business on the cooperative plan, providing a way whereby one small co-operative association may identify itself with a greater co-operative association, or merge therewith, and furnish a complete method for the government of such organization or associated organizations.” The title to Chapter 260, Laws of 1921, the amendatory act, amending Section 6954, Or. L., and other sections, reads: “To amend Sections 6954,” etc. # * “Or. L., relating to the organization of co-operative associations.”
We think that the title to Chapter 226, Laws of 1915, the original act, was sufficiently comprehensive to include the provisions of the amendment referred to, and that these provisions were germane to the subject of the original act, and that if these provisions had been embodied into the original act, and this objection had then been made, the objection could not have been sustained.
Defendant contends that the plaintiff is not entitled to equitable relief because the contract in terms provides for the recovery of stipulated damages upon breach thereof by the defendant. It is obvious that if the plaintiff has a full, complete and adequate remedy at law, it is not entitled to equitable relief, but if its remedy at law is not full, adequate and complete, then it is entitled to equitable redress, and this remedy will not be defeated because of the fact that the subject matter of the contract is personalty and not realty.
As stated, the plaintiff is a co-operative, marketing association and is not conducted for profit. Its members are composed exclusively of growers of horticultural and agricultural products. The defendant is himself a member of the association, and has contractual relations with it. These contracts are all similar in terms and constitute the association as the
Defendant also contends that the contract in controversy is void for uncertainty in that the description of the nineteen acres of land, upon which
It appears from the testimony that at the time the contract was entered into, August Lentz was the owner of and cultivating forty acres of land about six miles east of the city of Salem and had upon said land fifteen acres of bearing loganberry vines and four acres of nonbearing loganberry vines, and that he contracted in respect to this particular nineteen acres of land. It was not necessary that the description contained in the contract itself should describe the nineteen acres of land with such accuracy that it could be identified by the language of the contract alone. It was sufficient to so describe it that the nineteen acres referred to could be identified by extrinsic proof. The description of a tract of land in a deed or contract is certain if it can be made certain by any competent proof: Raymond v. Coffey, 5 Or. 132; Boehreinger v. Creighton, 10 Or. 42; House v. Jackson, 24 Or. 89 (32 Pac. 1027); Hayden v. Brown,
The defendant contends that the contract itself is an unlawful contract in that it is a contract for a combination or conspiracy in restraint of trade, and that its enforcement would create a monopoly. On its face the contract is legal. The presumption is that all contracts are legal and not illegal. As the contract was legal on its face, if the defendant, when sued for a breach of it, had desired to attack its legality, he should have both alleged and proved its illegality, and in his proof he should have shown how and why it was unlawful: City Ice Co. v. Easton Merchants’ Ice Co., 267 Pa. 500 (110 Atl. 350). Although the defendant, in order to raise this question, was required to do both of these things, he has done neither. Here we have a valid contract, the making of which was specialty authorized by statute and the remedy at law for its enforcement was inadequate. The obligation of the contract was not that the defendant should grow loganberries upon his land, nor that he should sell the same, when grown, to the plaintiff, but that if he did grow loganberries and did sell them, then he was obligated to sell them to the plaintiff and to no one else.
The contract, therefore, could not be enforced by requiring the defendant to raise loganberries, nor by requiring the defendant to sell the loganberries to the plaintiff if defendant had no intention to sell them. This follows because there'was no obligation imposed upon him by his contract to do either of these two things. He probably could not be compelled, by a suit for specific performance, to grow the loganberries, even if he had obligated himself to do so, because, in the language of Justice Harlan: “It
This contract, however, could be and was properly enforced by the mandatory injunction of the Circuit Court which enjoined the defendant from selling any of the loganberries contracted for to anyone except the plaintiff. The defendant was thus indirectly or negatively required to perform the obligation of his contract, which, in express terms, binds him to sell and deliver to the plaintiff all of the loganberries, grown by or for him upon the nineteen acres of land, which he intends to sell or market up to January 1, 1925. This relief can be enjoyed by the plaintiff only so long as the plaintiff itself performs all of the acts which by the contract, it has agreed to do. The case falls within the rule that “where a person is ordered by injunction to perform a negative covenant of that kind, the whole benefit of the injunction is conditioned upon the plaintiff performing his part of the agreement, and the moment he fails to do any of the acts which he engaged to do and which were the consideration for the negative covenant, the injunction would be dissolved. ’ ’ Stocker
It appears from the testimony that during the years 1920 and 1921, August Lentz sold and delivered to the plaintiff, in conformity to his contract, all loganberries raised upon the nineteen acres of land, and that he was paid in full for the 1920 crop; but that in 1920 the plaintiff sold loganberries to the Rupert Canning Company, which, becoming insolvent, caused a $30,000 loss to the plaintiff; that the plaintiff allocated the entire loss to its loganberry growing members only, and charged against the account of August Lentz some $2,400, a large part of which was deducted from the amounts paid him for loganberries grown and delivered in 1921; that on account thereof Lentz became dissatisfied and until enjoined in this suit, made no delivery under his contract during the year 1922; that on or about January 1,1922, Lentz, being in poor health, leased his premises to his son, Benjamin Lentzr, for the period of one year, under an agreement that the son should cultivate the place, sell the products, pay all expenses and divide the profits equally with his father. The son at the time was just eighteen years of age, and except when temporarily away at school, had always lived at home with his parents and had worked upon the place and had notice of the terms of his father’s contract with the plaintiff. No issue was raised in the answer as to plaintiff’s nonperformance of the contract through its alleged failure to pay to August Lentz the amount
The Circuit Court, before whom the casé was tried, held that the transaction of leasing the place was not sufficient to relieve the defendants from their obligation to deliver the berries to the plaintiff during the year 1922, in accordance with the terms of the contract. This finding we affirm. There was no issue upon the other question and no attempt was made to amend the answer. If the defendant had desired to question the power of the plaintiff to allocate this sum, or any part thereof, against himself, or its legality in so doing, the answer should have raised an issue upon that question. As no issue upon that question was presented by the pleadings, the question was not before the court for its determination and the evidence in respect thereof is immaterial and irrelevant.
Plaintiff contends that if this question had been presented by the pleadings, the contract being sever-able, transactions had under it during any one year should have no bearing upon the rights of the parties arising from transactions occurring the subsequent year. We do not agree with this contention. Certainly if the plaintiff receives defendant’s produce and fails to pay for such produce, the defendant should be released from any further performance upon his part.
Plaintiff, having also appealed from said decree, contends that the court erred in limiting the effect of the injunction to the nineteen acres of land mentioned in the contract, and in not including all loganberries that may be grown by or for August
Plaintiff also complains because the trial court failed to give judgment for an amount sufficient to include the traveling expenses incurred by the plaintiff, according to the provisions contained in the agreement, that in the event of a breach by the defendant, the defendant should pay all such expenses.
Assuming, without deciding, that the contract contemplates the delivery by the defendant August Lentz of the loganberries grown upon ground other than the nineteen acres mentioned in the contract, and that under the terms of the contract that the sale or delivery of loganberries grown upon ground other than the nineteen acres to anyone other than the plaintiff, would be a breach of the contract, yet the contract in that respect had not been breached by the defendant, and we think that the defendant should not be enjoined with respect to said loganberries until an actual breach of the contract occurs or is threatened. As to the question of traveling expenses, although the contract, by its express terms, stipulates what relief shall be afforded to the plaintiff upon a breach thereof by the defendant August Lentz, the court is not bound to afford such relief, unless, under the particular circumstances of the case presented for determination, the granting of such relief would be in accordance with the well established principles and rules of equity. For these reasons we think that the decree of the Circuit Court should not be disturbed upon either of the grounds raised by the plaintiff.
Aeeirmed. Rehearing Denied. Costs Disallowed Either Party.