1 Parsons 98 | Pennsylvania Court of Common Pleas, Philadelphia County | 1844
The opinion of the Court was delivered by
This case, as disclosed by the bill, exhibits, and answers, is in substance as follows : The plaintiffs, ten, and the
“ Resolve, That S. J. Christian, S. B. Thomas, Joseph Walker, F. C. Thomas, William C. Conrad, F. A. Eberman, A. V. Gibbs, Pennington Jones, F. R. M’Clure, F. J. Ott, Wallace Fassitt, and Elias G. Cope, having entered into a conspiracy to prevent the election of members, and ultimately effect a dissolution of this company, are now no longer worthy of membership.
“ Resolved, That the said S. J. Christian, &c., be and are hereby expelled from this company.”
After the usual allegations of pretences, interrogatories to be answered, and other formal parts, the bill proceeds, first, to pray answers from the defendants; second, that an account may be taken of all and every part of the property and effects of the association at the time of the pretended expulsion of the defendants, and an account of all moneys received and paid since; third, that a receiver be appointed to take possession and charge of all property and effects of said association, and protect the same from injury and waste; fourth, that the Court decree a dissolution of the association, and a distribution of the property between such persons as may be legally entitled thereunto; fifth, that an injunction ad interim be granted, restraining the defendants from intermeddling with the property, from electing new members, or doing any act or thing affecting the association, or the rights of the plaintiffs; and finally, for general relief.
The answers of the defendants admit the existence of the association as charged in the bill, the membership of the plaintiffs previous to the 14th of April, 1843; that the association was held under the constitution and by-laws stated in the bill, and that the associates held, owned, and possessed, the real and personal estates alleged by the plaintiffs. But the answer distinctly denies the combinations charged, and asserts that due notice was given of the time of the meeting of the association to the plaintiffs and others, members thereof, which resulted in the largest meeting of the association ever assembled; 'that due notice of the meeting of the electing committee was served at the residence of Wallace Fassitt, the dissenting member; that such meeting was not held in a sudden and unusual manner, but called according to the usual mode of
The answers of the several defendants have not been excepted to, and the case having been set down by the plaintiffs on bill and answers, the answers are to be be taken as true in all points. Brinckenhoff v. Brinckenhoff, 7 Chancery Rep. 217.
The questions raised in the argument, and which we are now called upon to decide, are, first, has this court sitting in equity any jurisdiction over these parties ? Second, can we grant the relief prayed for by the complainants under the special prayer ? And, if we are of opinion in the negative, have they shown any equity entitling them to aid from us, under their prayer for general relief, according to the settled principles of equity practice and pleading?
After the fullest consideration of the ease, I can see no reason to question our jurisdiction over these parties. In England no doubt can exist that such an association would be regarded as a charity over which equity would exercise control. In the Attorney-general v. Heelis, 2 Simons & Stewart, 67, the Vice-Chancellor
Although it has been held in our Supreme Courts that the statute of 43 Elizabeth, under which the English Courts of Chancery in general regulate and control such charities, is not in force in Pennsylvania; yet a common law, analogous in its results to those of the statute, exists in this state, by which such subjects are placed under legal control and protection. “We consider,” says Chief Justice Gribson, in Witman v. Lex, “the principles which chancery has adopted in the application of its principles to particular cases, as obtaining here, not indeed by the force of the statute, but as part of our common law; and where the object is defined, and we are not restrained by the inadequacy of the instrument which we are compelled to employ, we give relief nearly, if not altogether to that extent which chancery does in England. And this part of our system has been produced by causes which worked as powerfully here as did those which produced the system of relief that sprang from the statute of charitable uses.” “ The cases constructively within the statute,” says Rogers, Justice, in Babb v. Read, 5 Rawle, 151, “are of a public nature, tending to the relief of the public at large, and even where these are not corporations, for equity supports the uses without them.” But, remarks the learned Judge, commenting on the case before him, which was that of a
If, however, any doubt could exist as to our jurisdiction over this controversy, as arising from our unlimited authority over trusts and trustees, there can be none under the provisions of the Act of 1836. The 13th section of that Act declares that the Supreme Court and the several Courts of Common Pleas shall have the jurisdiction and powers of a Court of Equity, so far as relates inter alia to “ the supervision and control of all corporations, except those of a municipal character, and unincorporated societies or associations, or partnerships.” The section then proceeds to declare, that, “besides the powers and jurisdictions aforesaid,” the Supreme Court sitting in banc in this district, and this Court, shall have certain other enumerated powers, embracing' nearly the whole range of equity jurisdiction. It is argued, that, because this part of the section, which so enlarges our jurisdiction, reiterates some of the previously granted powers, and omits others, that it was intended to deny to the Courts of this district the powers conferred on the other Courts of Common Pleas in such omitted cases. There is no sort of reason why this exception should have been made in this district, but, on the contrary, manifest reasons why it should not. It is here that the authority of the Supreme Court and of this Court over unincorporated associations and societies is most required; and simply because it is here that they are most numerous. To give the Supreme Court and Courts of Common Pleas a peculiar jurisdiction where it is least, and to exclude them where it is most wanted, is an intent which never should be assigned to the legislature, unless inevitable from express enactment. Is this the case Here ? Assuredly not. The section gives jurisdiction over unincorporated associations and societies, to “ The Supreme Court and the several Courts of Common Pleas” without exception; and that part of the section which is supposed to qualify this general grant, purports to enlarge and not qualify the jurisdiction of the Supreme Court sitting in this district, and of the Court of Common Pleas of this county. The supplemental,grant of powers to these tribunals is given, “ besides the powers and jurisdiction aforesaid.” The limitation also, if it exists, would extend to the Supreme Court as well as to ourselves, for both are embraced in the same sentence
Before proceeding to the inquiry whether the plaintiffs are entitled to the relief prayed for, or any other relief arising from the facts disclosed, it becomes necessary to notice the argument which sought to place this case on the footing of copartnerships: claiming for the members of this association the ordinary remedies administered between partners in Courts of Equity, as to dissolution, account, and division of funds, after payment of debts. From the course of reasoning already adopted, in which our jurisdiction over these parties is asserted on the ground of the association being a charity or an unincorporated association, within the contemplation of the 13th section of the Act of 1836, it follows that I do not regard these parties, as between themselves, as partners. I say as between themselves, for their relation to third persons is a different affair, one not before the Court, and upon which it is not requisite to pass judgment by anticipation. The English Chancery reports are indeed full of cases in which associations for private and individual profit or pleasure, have been looked upon in no other light than as copartnerships. Thus, in Cullen v. The Duke of Queensbury, 1 Bro. Ch. Ca. 103, a committee of a private association, consisting of sixty persons, were held responsible for goods furnished the club. Lord Thurlow, according to the case as stated by Lord Eldon, 6 Ves. p. 777, declares, “that he would convince these individuals they had no constitution or by-laws.” Lloyd v. Loaring, 6 Ves. 773, was a bill filed by three individuals styling themselves chief officers and secretary of a Freemasons’ club, setting out part of their constitution and by-laws, by virtue of which the property was vested in the plaintiffs. The society had agreed to dissolve and join
We are thus brought to the remaining inquiries in the cause, viz. whether the relief prayed for can be accorded to the plaintiffs, or whether on the hearing they have exhibited such an equity as calls for our interposition under their prayer for general relief.
That the special relief asked, cannot be accorded, follows from the ascertainment of the true character of the association. We are
The argument before me has been chiefly directed against the regularity of the expulsion of the complainants, assigning such expulsion as a reason why the association should be dissolved, and its affairs wound up. If this association had been a partnership for a period not yet expressed by the terms of the articles, the exclusion of the plaintiffs as copartners would have undoubtedly formed a sufficient ground for a decree for dissolution and an account. This subject I had occasion to consider in the case of Gowen v. Jeffries, 2 Ashmead, 296. In that case the exclusion of a partner from all interference in the affairs of the firm, and the withholding
If any doubt could exist as to our power to give relief to such a suitor by specifically compelling his restoration to the functions of a trustee, under general principles of equity, that must be greatly modified, if not entirely removed, when we have regard to the express power of “ supervision and control of unincorporated associations and societies” given to this Court by the Act of 1836. These are words of broad extent, and some day will give rise to most interesting and extensive inquiries. I will not, however, now express any absolute opinion either on the extent of our powers