102 Wash. 436 | Wash. | 1918
This action was brought for the purpose of restraining the dissolution of the Seattle Clearing House Association. At the institution of the action, a temporary restraining order was issued. The trial resulted in a judgment denying an injunction and dismissing the action. From this judgment, the plaintiff appeals.
The controlling facts may be stated as follows: The Seattle Clearing House is a voluntary association. The members thereof are sixteen banks in the city of Seattle. All the members of the association, including the appellant, were engaged in taking two kinds of deposits, known as commercial deposits and savings deposits, except that one bank did not take commercial deposits. The association was organized many years ago for the mutual convenience of its members. The appellant had been a member of the association since the year 1900. The association was governed by what is referred to as the articles of the Seattle Clearing House Association. These articles provided, among other things, for the promulgation of rules and regulations. One of the rules which had been made in pursuance of the articles is referred to as rule 4. which provided that the members of the association should not pay interest at a greater rate than four per cent per annum upon savings deposits. This rule was assented to by all the members of the association, and had been in existence for a number of years prior to the year 1916.
The appellant claims that the attempt to dissolve the clearing house was not made in good faith and that a new clearing house association would be formed, to which no member would be admitted which did not agree to the rate of interest to be paid upon savings deposits fixed by the association. It is also claimed that the changing of the rate of interest in rule 4 from four per cent to three per cent was the result of a conspiracy on the part of the Seattle banks and banks of certain'other cities, and that the fixing of the maximum rate of interest to be paid upon savings deposits at three per cent per annum was an unlawful interference with competition, as it related to the price to be paid for savings deposits. If the fixing of the rate of interest at three per cent was unlawful, it must necessarily follow that the rule as it previously read, fixing it at four per cent, was likewise unlawful. The appellant was a party to the four per cent rule, and if that rule was an unlawful interference with the competitive price that should be paid for the use of money, the appellant was a party thereto. It would seem plain that the appellant cannot come into court seeking to set
In the case of a contract of partnership containing no stipulation as to the time during which it shall continue, it exists no longer than the parties thereto may mutually consent, and may be dissolved by either party at his own will at any time; even when the partnership articles fix a certain period of time, it may be dissolved at any time at the will of one partner so as to put an end to the partnership, in the latter case there being a right of action for damages for breach of the contract ; but where no time is fixed in the articles of partnership, there exists no such right. Karrick v. Hamnaman, 168 U. S. 328.
There is another reason why the judgment in this case should be affirmed. The Clearing House Association was the agent and fiduciary representative of all the banks forming the association. Yardley v. Philler, 167 U. S. 344.
The duties of such agent to the member banks were continuous. They involved the exercise of skilled knowledge and cultivated judgment concerning the business transacted. Such contracts will not be specifically enforced by the courts. Texas & P. R. Co. v. Marshall, 136 U. S. 393; Marble Co. v. Ripley, 77 U. S. 339.
While the. present action was in form one for an injunction, it was in effect an action for specific performance. A holding that the dissolution of the Clearing House Association be restrained would be equivalent to a holding requiring its continuous operation with the usual service to its members. The violation of a contract will not be restrained when such a holding would indirectly or negatively compel the performance of duties the specific performance of which would not be decreed if the action were brought in that form. Arthur v. Oakes, 63 Fed. 310, 25 L. R. A. 414.
The briefs in this case devote much space to the question whether the rule fixing the maximum rate of interest to be paid upon savings deposits at three per cent per annum was an unlawful restraint of competition; but we have found it unnecessary to discuss or decide this question, because, as above pointed out, the appellant is not in a position to invoke the aid of the court when, if successful, it would result in another
The judgment will he affirmed.
Ellis, C. J., Webster, Fullerton, and Parker, JJ., concur.