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CROP CONTRACTS

Thesis for Degree of M. S.

\‘i-‘mjur “A Diehl

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THE USE OF CROP CONTRACTS BY
PRODUCERS COOPERATIVE ASSOCIATIONS.

THE USE or CROP comers BY
PRODUCERS COOPERATIVE assocunons. . I

THESIS

Submitted to the faculty of the Michigan state
College in partial fulfillment of the requirements
for the degree of Master of Science.

by

Wilbur W. Diehl Jr.
1926.

TH» Mr;

CONTENTS

CHAPTER 1. THE CONTRACT,A LEGAL INSTRUMENT.

Foreword,l; Definition,z; Validity,2; Tcrmination,4;
Breach,4; The Constitution on,5;Hietorical develoyment,7.

CHAPTER 11. THE NEED FOR chr CONTRACTS.

Demands o£“modern.buainecc,7; Dealers and Bankera,8; The
‘Aeaociation,9; Thebmemherahip,ll.

CHAPTER 111. THE PRINCIPAL FEATURES OF CROP CONTRACTS.

Ownership and.lgency318; Duration.and Withdrawal,15;Eacrow,
21; Damageanjuctiofifipccific performance,21; neocllancoue,
provisione,22.

CHAPTER IV. THE LEGAL STATUS QT CROP CONTRACTS.

CappcrAVOIctead Aot,23; State Acte,24; Constitutionality,27;
Public policy,5l; Restraint of tradc,mon0polica,33;Third person
interference,35;Future delivery,56; Compliance with Statutc,37;
mutuality and Justice,39; Signing,40; Conditions precedent,42;
Evacion,45; Breach,50; Damagee,50; Injunction and Specific
perfbrmancc,52; Accurate language,57; Party to consideration,
62; Setoff and Countcrclain,62; Contract and By-Law,63.

OHAPTER‘V; SUMMARY REMARKS.

Crap contracts recognised as belonging to definite type,64:
validity generally upheld,64; Contract and eervice,66; Points
of strength and weakneea,65.

GASES CITED.

Titles in rn11,57.

CROP «INTRACTS

Foreword.

There are eeveral precepta that apply to all
contracts, certain rulee and general principles
that hold for all typea of contractual relatiomhipa;
hence a verybrier emu on the nature or contracte
1a here preeented.‘ It in well to keep in mind when
etudying contracte that they not only my in tone
but that they vary in meaning from time to time an
interpretation reflectixg the prevailing noree oi’
the people replace the interpretations of a previou-
tine.

Contracte lave been derelOped in anawer to
nen'a deeire for aurety, for order, for etability.
Anson, writing on-contract, care. "lo the Jaw relating
to property had its origin in the attempt to insure
that what a man hea lawfully acquired, he ehall retain;
lo the law or! contract is intended to insure that what
a an haa bem led to expect ahall cone to pace; that
what hae been promised to him ahall be performed.” (1)

 

‘fiie major authority comult ed for this material wee Sir
h. R. Anaon, Bart. D.V.L. ac preeented by Arthur 1.. Corbin,
Hotchkice Professor of Law, Yale University. (hinoiplea of
the Law or contract with a chapter on the Law of Agency:
hath Edition, 1984.)

(1) "Principlee of Law of contract” by v.3. Anecn, Page 8.

Definitions of. contract vary from those that
are simple to those that are very complex. The definition
given by Anson is admirable for its clarity, brevity and -
completeness. "A contract is an agreement, enforceable
at law, made between to or more person, by which rights
are acquired by one or more to acts or forbearances on
the part of the other or others." (1)

A contract is a definite type of agreement,
mely, an agreement coupled with obligation where
obligation is defined as a legal bond compelling or
constraining certain acts on the part of a person or
group of persons.

It should be clearly understood that all agree-
nents are not contracts; neither are these classes
unrelated. Contracts constitute a class within the
larger class-«agreements; agreement is a wider, inclusive
term.

a contract must include the following factors in
order to be valid:

1. "A distinct comunication by the parties to
one another of their intention; in other words, offer
and acceptance.

8. ”The presence of certain evidence, required

by law of the intention of the parties to affect their

 

(1) Ibid., Page 13.

legal relations.

3. "i'he capacity of the parties to make a valid
contract.

4. "The genuineness of the cement expressed in
offer and acceptance.

5. "The legality of the objects which the
contract proposes to effect." (1)

If any of these factors are absent the contract may be
unenforceable.

A valid contract is characterised by at least
four factors:

1. An accepted offer, i.e., an offer is made
and accepted; a promise results.

a. The offer must be definite. Here statement
of intention does not constitute an offer. (Hot "I mean,"
but, ”I will if---')

3. A promise is created only upon acceptance of
the offer. A valid offer once accepted is irrevocable.

a. he agreement must be legal. i.e., creating
an obligation before the law.

"i'o make that sort of agreement ixioh results
in contract there must be an offer, acceptance of the

offer and the law mat attach a binding force to the

 

‘l’ni‘e, P”. 1‘.

promdse so as to invest it with the character of an
obligation." (1)

lbs contractual relationship may be terminated
in one of five ways:

1. "It may be discharged by the same process
whieh created it -- mutual agreement.

a. "It may be performed: the duties undertaken
by either party may‘be thereby fulfilled and the
rights satisfied.

3. ”It may be‘broken; upon.this a new obligation
connects the parties, a.right of action possessed by
the one against the other.

c. "It may become impossible by reason of
certain circumstances to exonerate the parties from
their respective obligations.

5. "It may'be discharged by the operation of
certain.rules of law'npon.eertain sets of circumstances.”(z)

In view of the fact that cooperatives have had a
considerable amount of trouble with broken (or breached)
contracts the following precepts are set forth as holding
generally:

A contract may be broken.

1. By renunciation, i.e., by renouncing the duties

 

(1) Ibid., Page 7
g (8) Ibid., Page 608

set forth as contractual obligations.

8. By action rendering impossible the fulfillment
of the contract.

a. a: simply failing .r 'refusing to live up to
contractual obligation.

In ease of breach .2 contract, ”the plaintiff
may ask for one of five things:

“Dang! . or mmation for the non-performance
of a contract, ‘ _

'gpecific pprformance, or an order that a contract
should be carried into effect by the defendant according
to its terms,

"Injunction, or the restraint of an actual or
contemplated breach of contract,

"Cancellation, or the setting aside of a contract,

"Rectifigtion, or the alteration of the term of
a contract so as to express the true intention of the
parties." (1)

That contractual obligations are of primary import-
ance is emphasised by Section ten. Article 1, of the United
States' Constitution: "lo state shall--pass any--law
impairing the obligation of contracts." (8)

i'he court interpretation upon this clause that

 

(1) 11:141., Page 15.
(a) constitution of u.s.e., 1924. Senate Document 154, 68th
Congress, lst session, page R69.

has attained almost universal recognition is here cited:
"The obligation of a contract includes everything

within its obligatory scope. Among these elements. nothing

is more important than the means of enforcement. This

is the breath of its vital existence. Without it the

contract as such in the view of the law ceases to be

and falls into the class of those "imperfect obligations

--which depend for their fulfillment upon the will and

conscience of those upon whom they rest.“ (1) '
A brief sumry of the historical development of

contract will lead up to the motive of the present study.
In early mglish and Roman law the form of the

contract was stressed. "m. formal contract of Ingliah

law is the contract under seal. Only by the we of

this form could a promise. as such. be amde binding.

in. idea of enforcimr an informal promise simply because

a benefit was seeming or was about to accrue to the

promissor by the act or lorbearance of the promise,

does not appear to have been entertained before the

middle or and of the fifteenth catnry." (s)

 

('1) 96 0.8., 600, ldwards V. Kearsey.

(8) “Principles of law of Contract - by I.R. Anson, page 74.

”The logical completeness of our law of contract
is it stands at present is apt to ask. us think that its
rules are inevitable and must have existed from all time.
However, the causes and comiderations that will induce
courts to enforce a promise are no more certain now
than in the days of Lord Mansfield (1765)." (1)

Decisions are being made continually that reflect
changed conceptions in regard to contract law and it is
with this thought in mind that an effort is ads to translate
present-day court decisions on a giva: type of contract
(the crop contract existing between member and cooper-
ative association), without bias, into a. definite modern

trend.
run run CROP CONTRACTS.

l‘or a peremnent, stable cooperative having business
obligations and expenses to meet, that depends upon a
definite minimum volume of business in order to meet these
current liabilities, contract is an absolute essential.
Dealers, distributors and unufacturers are buying large
quantities of products mm cooperative associations and

 

(1) Ibid., Page 78.

as the association is dependent upon the mashership for
its life and existence so the other agencies of trade
depend upon the cooperative. Such agctcies must have
the assurance that the asmciation can be held respons-
ible for contractual obligation; that its finances an
be subject to legal division in case of dissolution and
that it can give clear title in the product that is sold.
In short, these dealers want the assurance that the
association has a sound financial foundation and is a
safe business organisation with which to trade.
Likewise, when the association attaupts to
borrow money to finance its operations, the bank or
banking imtitution must know by what right the assoc-
iation can borrow, how binding are the contracts behind
the security of the association and what is the legal
strength that supports the organisation. Loyalty is the
very foundation of cooperation; however , when coupled
with an ironclad, binding contract this loyalty acquires
far greater significance in the realm of business: it
indicates that a. membership of the association stands
legally bound to support it in periods of depression as
well as in time-s of flush optimism. me long-time contract
that may be cancelled at definitely stated periods“ if

the members become disheartened gives evidence to the

business world that the association has a sound, econ-

omic, legal foundation upon which to build with stability.
from the standpoint of the association itself.

in relation to its mashership, contracts are likewise

of importance. the claim has been made that a cooper-

ative cannot succeed unless its members are loyal and

if members are loyal, then contracts are not necessary.

m. human element, vascillating at best and particularly

so where new financial vultures are concerned,enters

into this statesmnt revealing its half truth. {are

finest, most successful and most efficient ccoperatives

in the country have faced tinms men a loyal membership

through misundastmudiq, hard financial straits, or

other kindred disturbances, became partially disloyal

and unless bound by contract would have deserted.

3.1.. Barnum described this tendency graphically when

he said, "Like the children of Israel, on the way to

the promised Land, members are prone to look backward.(l)

me new way of doing business, with its comparatively

unknown and uncertain results. is often less attractive

than the old, if inferior, way with its certain results.”
The late S. Harold Powell, who for over a decade

served as manager of the California rruit Grosers' Mange,

 

(l) Represmtative of the Ilichigsn Potato Growers' Enchange
at the first School of Cooperation held at H.S.C.,
reb.8, 1986.

10

made the statement that, "Voluntary membership is
suicidal to a cooperative business organisation. Esper-
ience has shown that those assoeiations are likely to
fail that depend on the honor of the members alone to
hold th- together. It is funlamental that the members
of a farmer's cooperative organisation be held together
by a contract or agreement.” (1)

Knowing that he is embarking upon an enterprise
whose success depends upon the loygdty of the members,
each intelligent grocer feels the need for lepl security
that his neighbors will stand with him to the end. he
withdrawal of a minority, though call. at the early
stages of development of the new organisation mu so
weaken it that the association is forced to give up
its business practice and the maJority loss through the
infelicity of a disloyal minority. Iith a well-informed
membership bound together by legal ties the chances for
success are strengthened and were the legal tie removed
the stattm of the association would be impaired to a
great or sumll extent, aocordizg to the large or minimum
aims of its fixed investment.

rhe for eping remarks are directly concerns

 

W

(l) 'Coope ration in Agriculture'--G.H. Powell, Page 31.

11

with the conditions faced by a young association.

lhen once established, an association will necessarily
change its policies, one of those changes being to allow
nesbers to withdraw if they so desire, at a given time,
having given sufficient tine-notice to the association
or their intention to do so. A disloyal grower on the
inside of the organisation can do more ham than if he
is on the outside of the organisation. Under such
circumstances the good inherent in his volume or crop

id sore man offset by his disloyalty propaganda.

12.
II.

M P31361211; mm 0! coomurvr CROP OOIIRLOTS.

A particular set of condition camot be served
by a general agreement; each peculiarity must the set in
a particular and definite ssnner. Hence, esong over ‘
ten thousand cooperative associations in this country
there are sany different types of contracts in general '
use. a clear division is at once apparent, splitting
all crop contracts into two classes: those giving
absolute ownership of the product to the association,
and those giving to the association only the right to
act as agent, title to the produce renainim in the
hands of the grower.

the ownership type cont raot puts a larger degree
of power and respomibility into the hnds of the assoc-
iaticn. Inasmuch as it has clear title to the produce,
dealers have the assurance that in case of non-delivery
the association can be held liable, whereas if acting
only as agent, it say or say not be held liable according
to the explicit terns cf the contract.

Ihere capital is needed to enable an association
to hold over the crap from one year to another; share
capital sust be secured with which to build warehouses,
elevators, processing plants, or other equipment; in
short, where funds amt be obtained before doing business

extensively, an association fretuently Ines its crop

13

contracts or the actual crop as collateral to secure
the loan. If the association does not acquire title

to the crop, such loam are difficult to secure for
they must be wade on the basis of loan to individual
growers am not to the sen ciaticn or agent. Ihere the
agency type contract is used, the grower say no and be
sued as principal: esbarassnents any arise out of the
inccaplete title; the association can rarely be compelled
to take delivery and the newber likewise can hardly be
compelled to ash delivery. The agency relationship is
one placing a sinisus of power and liability upon the
association. Hence, where a loose organisation is
desired not requiring persanent investments and long-
tiss expenditures, the agmcy contract has served sat-
isfactorily. lhere fliese factors are not present the
tiditer bond is much to be desired.

The duration of time elnent father divides
crop contracts into four classes:

1. Those continuity for a stated nudism of
years (2,3,4,c,1o,15 etc.) terminating definitely at the
end of that period with no withdrawal privilege.

8. nose that continue from year to year, self-

renewim, and hving annml uthdrawal privilege.

14

3. Those tint continue for a stated number
of years, are self-renewing from year to year and have
annual withdrawal privilege, and
. 4. i'hose continuing for a stated number of
years, selforenewing with no withdrawal privilege.
In 1924, among ninety-four of he largest cooperative
association in the United States, there were forty-
nine using the first type of contract, thirty-one using
the second, eight usim the third, and air using uie
fourth. (1)

Discussion as to which type of contract is
bdst is rife among prominent cooperative representatives
today. lhere the growers have not denuded the withdrawal
privilege, the ironclad contract legally binding perpet-
ually or for a definite period of years is serving sat-
isfactorily. the large tobacco and cotton couperatives,
with few exceptions, use a contract that is binding for
a period of five or more years with no privilege of
withdrawing before aspiration ofthe contract. 1.0.
Stone, Resident and General Mamger of the Burley
tobacco Growers' iseo ciaticn, in speaking of this
contract, sws, IThis is the only contract that we have

 

(l) Icrth Carolin Cotton Grower, Nov. 15, 192.5.

15

ever. used and found it to be entirely satisfactory in
the handlizg of our product." (1)

There are several intanoes where the stronger
contract serves a need that could not be met by the
weaker. First, when an association is young, has no
assets, and needs funds with which to {build fired
equipment that will not pay for itself in one year but
over a period of years, the credit for this transaction
can be based only upon contracts that are absolutely
binding for a period of years. in illuttration given
by Ialtcn Peteet, Secretary of the National council of
farmers' cooperative larheting dssooiations will help
to make the statement more clear:

"he Burley fobacco dssooiation bought over
$5,000,000 worth of warehouse and other plants before
it began to receive tobacco. It was utterly iamossible
for those farmers to provide that much money at one
time. Iratead, they bought these properties on credit
and are paying for th. with small annual deductions
from these crops. the credit for these purchases was
based upon the binding character of their mhting con-
tract. If that contract had contained a provision for

(1) Letter to the Author, Jan. 88, 198‘.

16

the withdrawal of manbers at will, their Joint
credit would have been nil and the organisation would
not have been formed. Certainly, no sane man would
sell $5,000,000 worth of preperty to a group of
farmers, if any or all of them can cancel their obli-
gations before they are discharged and it is equally
certain that no farmers would enter such an engagement
if his associates might withdraw and leave him to hold
the bag. the same logic applies to all cooperatives
that at buy (on credit) physical prOparties before
they can operate efficiently." (1)

Second, when m1 asso ciation is dependmt upon
a definite minimum volume of business in order to
meet its obligations and these obligations cannot
be shifted yearly, a binding contract is indispensable.
with many cooperatives the Isinciple of decreasing coat
holds good. Item of fixed expense such as salaries
paid to officers, managers and clerks, and funds for
advertising campaigns, htistical surveys and the like
fall heavily on the shoulders of the few but are borne

lightly by the many.

—v

(1) lorth Carolin Cotton Grower, Nov. 15, 19:6.

17

bird, when it becomes necessary for an
association to use long-time credit in order to carry
over the crop from one year to another so that the
crops may be harks ted efficiently, unless financially
in excellent condition it will find banks hesitant to
lend large sums to such association composed of members
who can cancel their obligations yearly.

l'ourth, in the early stages of development,
temporary misunderstandings cause bitterness; slow and
intangible results cause discontent and strenuous
Opposition from commtitdwe forces coupled with other
difficulties inherent. in new and untried enterprises,
lead to disaster if the number is free to leave the
association on short trial. It takes organisation
and years or time to clear up some of the tangles
that threaten the life of the young association and if
a binding contract is present to hold the members until
the early difficulties are overcome the organisation may
thereby gain strength and lay a foundation upon which
to build successfully.

In spite of these arguments, it is becoming
inereasimly evident that a contract alone cannot hold

members to an association and even the cotton and

18

tobacco cooperatives are showing a tsxdency to
adopt the more lenient contract.

he niami Valley Tobacco Growers' Association
has an ironclad, five-year contract, but is no longer
attempting to enforce it. tr. 3.3. Brundett, Secretary-
treasurer, in explaining this situation says, ”Our
experience teaches us that in order to operate success-
fully, the relationship between the mmhers and the
association must be voluntary at least annually on
the members' part." (l)

the Colorado Wheat Growers recently adopted a
new ten-year contract, inserting an annual withdrawal
clause. Bruce Lanpson, General Isnager, says, "The
cause for this change in the contract is that we have
found by experience that the human element enters into
cooperative mrketing more stromly in some cases than
does the economic theory. he theory of having a
binding contract and the control of a given percent of
the commodity is right from a strictly economic stand-
point, but vixen you have to take into consideration
the social standard of the growers we find that too
many of them have not the necessary economic background
to understand our business operations. For this reason,

we have put in a provision whereby a number, if it is

 

(1) Letter to Author, reb. a, 1925

19

provsr that he cannot or will not understand the
business operations of the pool, that he can cancel
his membership or the association can cancel it. Such
a master, who is unable to comprehend the operations
and benefits of cooperative nmrketing is a liability
to the association and not an asset and should be
eliminated from membership and only that class of
farmers who can and will understand the movement
should be members of any coOperative." (1)

This brief extract sounds a note that is
becoming clearer and stronger as the testing years
of experience show the strong and weak points of
cooperative organisation. me ironclad, legally
binding, unbreakable contract was used to a very
large extent men cooperatives first began to use
this instrmsent. The trend is now very definitely
away from this sort of contract toward the long-time
(often perpetual) contract that may be terminated by
either member or association at a certain time annually.

The fact that mothers may withdraw annually
compels the management to operate efficiently and
keep the membership well informed in order to prevent
dissolution. It also prevents the wholesale withdrawal
at the time of expiration that may face an association

having a term contract.

 

(1) letter to dithor, January 83, 1986.

80

Bach association in the final analysis will
decide in accordance with the situation confronting
it at that time. The fact that a member may withdraw
annually makes a contract much more lenient and to
many prospective menubers is thus rendered more attract-
ive. It mould be easier to get growers to sign this
less exacting agreement. However, when the membership
has been signed up, the mag-sent faces a harder task
in holding the more mobile constituency thereby secured
and tile thus compelled to face the task of keeping
its membership loyal it say be severely handicapped in
some of its operation. ill thins considered, the
placing of a withdrawal clause in a long-term contract
seems wise and advisable.

There is aninherent danger in having an
organisation that is easy to doin and easy to desert.
Profit-seeking individuals with eyes centered wholly
on personal gain at the sacrifice of the community are
quick to share in the profits and nimble in avoiding
their share of losses. niece community-parasites
cannot be allowed to Join and leave at will if the
association is to ultimately render equal service to
all and Justify its name, cooperative.

mu to the differences in regard to the withdrawal
privilege are those arising from condit iorml and unconditional

contracts. lhils many become binding upon their signature,

21

,a decided number become binding only upon a condition
that a certain minimum acreage or a given volume of
the product is signed up. For example, the Ionatchee
District Cooperative issociation used a contract
containing the following provision, ”If on or before
larch l, 1981, thirty-five percent of the total apple
crop of the district, based on an estimated tonnage of
12,000 cars for to 1921 season shall not have been
procured in these contracts, then all contracts signed
by the owners shall be inoperative. But if such per
cent is obtained by mid date, all contracts shall
thereby become tired and binding on all parties." (1)

This conditional contract has been widely used
by tobacco, fruit and cotton exchanges. It has aided
in signing up growers who viewed the venture as a good
thing if it could get the sufficient volume of business
but doubted the latter proviso. no courts have been
called upon repeatedly to interpret the validity of such
clauses as growers sought loopholes whereby they could
avoid heir contractual obligation.

is ranch in case of breach practically all of
the cooperatives (with few exceptions) provide for
liquidated danages to be paid by the contract-breaker.

In may contracts further provision is amde nor the use

 

(1) from contracts used in signing up mabers in 1930-1981.

8?.

of induction to restrain the amber from selling
outside of the association. Still another remedy
employed in case of breach or contemplated breach is
an order compelling specific performance. Some con-
tracts contain a clause stating that in case of
legal procedure agaimt a member, he shall bear all
of the cost of sum him in addition to the payment
of liquidated danges.

In addition to the foregoing clauses, the coop-
erative crop contract usually sets forth the purposes
and character of the association, its rights, porers
and obligations covering in detail the contemplated
operations such as conditions of pooling by grade and
quality, right to borrow and disburse funds, power to
erect buildings and get equipment, hire managers,
obligation to buy and resell and distribute equally
the net proceeds, etc. The rights and obligations
or! the members are lihwise stipulated including such
details as to where to ship aid under what conditions,
obligation to sell all of the product grown to the
namiation, condition on finish the contract sill be
set aside, sho may Join, etc.

23

m hm sum 0! CROP comers ‘
Special Statutatory Provision for Crop Contracts:
Constitutionality is Determined By the Courts.

Provisions of crap contracts and questions
involving their validity and enforceability can no
longer be interpreted and decided solely according
to rules in equity, for in addition to the federal
dctoof 1982 legalising the organisation of cooperative
mrhting associations, with the exception of the
District of Columbia, every state in me Union has
passed legislation of some sort, dealing either
directly or indirectly with producers' cooperative
associations and the contracts that they are. m.
legislation has materially charged the status of
crop contracts as used by fanners' cooperatives wherever
enacted not only in regard to public policy and status
under anti-trust laws but concerning right to pool,
right to injunction, specific performance, dsuages,
interference by third parties, etc.

these laws are subject to continual change
and mendment; they are not static. fhe following extracts
give, hosever, a conception of this type of legislation:

On February 18, 1928, Congress passed the Capper-

1{olstead Act, legalisizg the formation of soaperative

asso ciation of producers. The set provides among other
things that, ”Such Associations and their mbers may

make the necessary contracts and agreements to effect

their purposes provided, hosever, that such associations
are operated for the mutual benefit of the members thereof--
and conform to one or both of the following requirements:

1. no member--is allowed more than one vote.

8. The Association does not pay dividends-win
excess of eight per cent per annum.

And in any case the following:

5. met the Association shall not deal in the
products of non-members to an amount greater in value
than such as are handled by it for sectors.“ (1)

ibis act has not yet been authoritatively construed
by the United States Supreme Court.

fhe State Acts vary quite sidely. more than
half of than, however, include the follosim clauses
relative to contract in substantially the sane language.

”The Association and its members may sake and
execute mrketing contracts, requiring the members to
sell for any period of time not over ten years, all or
any specified part of their agricultural products or
specified comodities exclusively through or to the
“sociation or any facilities to be created by the

 

13 Public Act Hes, 67th Congress, Chapter 67

25

Association. The contract may provide that the
Association may sell or resell the products of its
members, with or without taking title thereto: and
pay over to its members the average resale price
based on grade and quantity after deducting all
necessary selling, overhead, and other costs and expenses
includizg interest on preferred stock not exceeding
eight per cent per anntm upon the common stock.

"fhe by-laws and nrketing contract may fix as
liquidated damages, specific sum to be paid by the
members or stockholders to the Association upon the
breaches by him of any revision of the marketing
contract regardirg the sale or delivery or withholding
of products and may further provide that the member
will pay all costs, pranim for bonds, expenses and
fees in case any action is brought upon the contract
by the Association and any such provision shall be
valid and enforceable in the courts of this state.

”In the evmt of any such breach or threatened
breach of such nrketing contract by a manner, 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 such an action and upon filing a verified

26

complaint showing the breach or threatened breach,

and upon filing a sufficient‘bond, the association
shall be entitled to a temporary restraining order and
preliminary injunction agaizmt the member.

“Any person--who knowingly induces or attempts
to induce any member or stockholder of an Association
organised hereunder to breach his marketing contract--
shall be guilty of misdemeanor-wand shall be liable
to the Association aggrieved in a civil suit in the
penal sum of 8500 for each such offense.

"lo Association organised hereunder shall be deemed
to be a combination in restraint of trade or an illegal
monOPOII; or an attempt to lessen competition or fix
prices arbitrarily: nor shall the marketing contracts
or agreements betseen the Association and its members or
any agremnents authorised in this Act be considered illegal
or in restraint of trade." (1)

A rather unusual provision, by means of which a
muber may cancel his contract and vithdraw from the
Association, is made by the statute passed by the legislature
of lee lexico. It provides that "in the event of mismanagement
or srong, whereby a producer or member has been inequitably
subjected to loss or damage or unequal treatment, he may
apply to the district court by a bill in equity for the

We Acts of Arisona, Chapter 153, E. 373, fiarE 52, 1921.

 

8’7

nullification of his contract and manbership, which
shall be decreed upon the establishmcnt of the
substantial allegations of his complaint and thereby
he shall be released from his mrketing contract vith
the Association and from his membership therein."

rollosing the passage of these Acts, the question
at once arose, "Do these Acts supercede rules in equity
that have been formulated with the passage of the years
by our courts?" Court opinions have given affirmative
answers in every case. In a Texas case decided in 1983,
the court gave the allowing terse and typical Opinion:
"fhe contract before 13 mas authorised by the statute
mich gives the Association (he remedy of specific
performance and injunction. fhe statute, having
authorised these remedies, whatever say have been the
rule in equity, the statute will control." (1)

fhese acts have bear held constitutional and
valid in the face of varied and violent charges launched
against them by Opposing interests, with almost complete

 

(1) 253 3.1!. 1101, (1923) 2:12 P. 911, (1923)
96 3.0. 849, (1923) 117 3.3. 174, (1923)
216 P. 311, (1923) 246 e.v. 1068 (1922)

unanimity. (l)
of the law have been invalidated.

In two cases, however, certain sections
For example, in a case
testing the validity of the Louisiana marketing Act, the
court interpreted a clause of the Act as binding a tenant
to narket his crop through the Association of which his
landlord was a mauber, thougi he, himself, had signed

no contract. The court in holding the provision
unconstitutional said that the legislature had in
passing it, "nmde an indirect but clear attanpt to
deprive tenants of their preperty in cotton raised
under the share syntax of contract md without due
process of 19.17 of any kind. Such provision is, there-

:mre, unconstitutional, null and void as being in

dontravention of the Fourteenth Amendment to the Fed-

 

(1) 204 n.s. 798, (1925) 197 n;s; 936, (1924)
126 3.2. 631 (1925) 121 3.2. 636 (1924)
203 n.s. 420 (1925) 117 3.3. 174 (1923
270 3.w. 784 (1926) 257 3.w. 33 (1923
271 3.s. 695 (1926) 215 P. 352 (1923)
270 3.w. 946, 1119 (1925) 96 3.0. 849 (1923)
104 3.0. 264 (1925) 263 3.3, 1101 (1923)
240 r. 937 (1925) 212 P. 811 (1923)
236 P. 657 (1925) 201 r. 773 (1921
234 P. 963 (1925) 178 N.Y.3.612 (1919
234 r. 962 (1925) 179 3.2.3.131 (1919)
266 3.s. 308 (1924) 63 3.0. 69 (1919)
226 r. 496 (1924) 143 3.w, 1040 (1912)

107 3.w. 710 (1908)

29

eral Cont itut ion. The tenants of the defendant are

third person as to this nrketing contract mtered into

by the Association and the record is barren of evidence

to show that these tenants had any knowledge of the

marketing agrencnt of their landlord sith said Association."(1)

Again in June, 1986, a section of the Colorado
larketing Act of 1983 was held invalid by the state
supreme Court. The court in speaking of the specially
legalised crop contracts said, "The Act of 133 not only
in tens sakes such contracts lawful but purports to legal-
iae all previous contracts of that sort: that portion of
it, hosever, is retrospective and retroactive and cannot
be sustaind.” (2)

Pour months later the constitutiozmlity of the Act
was fully upheld: aid the legality and validity of crap
contracts in gmerel use by cooperative associations formed
ufier the Act was conclusively upheld by the sac court
rendering the former decision. (3)

In holding this type of legislation valid and
constitutional, the following court opinion of Judge C.J.
Russell, concurring specially in regard to the legality of

(1 La. rm Bureau Cotton Association v. Clark, 107 3.0.116, (1926)
(2 Atkinson et al v. Colorado wheat Assn., 238 P. 1117, (1935)
(3) Rifle Potato Grosers' Coop. Assn. v. Smith, 840 P. 931, (19985)

 

30

of the Georgia Herketim Act is typical, "It is sell
to consider the condition of affairs that led to the
evolution not only of the Georgia Cooperative Marketing
Act, but of a mass of' practically similar legislation
on the part of other connozmealths. The legislatures
of thirw and more of the principal agricultural
states of this Union have enacted enabling acts
practically,if not precisely, identical with the act
in question. The validity of this new character of
legislation has been upheld in all of its phases by
we Supreme Courts of a majority of the states and
his principles underlying it lmve been affirmd by
the United States Supraee Court in ruling ends

here the provision of the Sherman and Clayton
Anti-inst Acts were involved." (1)

 

(l) Harrell v. Cane Growers‘ Coop. Assn. 136 SJ. 531, (1925)

31
PUBLIC POLICY

I‘ The public policy of the state in regard to
ironclad mketing contracts has undergone a very
definite change simin the last decade. Four
paramount decision rendered in the years 1913,
1911., 1915, an! 1918 condemned these contracts as
illegal, and void, as in restraint of competition
and trade, because of price-fixing and monopolistic
taidencies. The contracts were rendered unenforceable
and officers of the Association were enjoined in one
case from carrying on activities as set forth in
the agreement. (I)

These cases acre not exceptional. i'hey
reflected the general tmor of public Opinion in
regard to this type of contract as it then existed.

In rendering the decision so strongy apposed to
binding crap contracts in the case of Reeves v. Decorah
cited above, the court cited some twenty-two cases in
proof of the reasonableness of its decision.

The passage of state sarketing acts led to a
changed public policy as evidenced by the follosing

 

(1) Reeves v. Decorah Iarmers' Coop. Society 140 l.l.844,(1915)
Ludcsese v. Farmers 600p. lean. 146 n.w. 4'16, (1914)
Georgia Iruit Exchange v. fumipseed 168 3.0.5“, (1915)
Burns v. Wray fruit Grovers' 000p. 176 P. ‘87, (1918)

38

statement, I'In Burns v. Fray and other cases, it has
been held that such contracts were against public policy;
but the act of 1983 changes the public policy of the state
did the contract in this case follows the act." (1)

me new attitude taken by the courts my be
characterised by the mllowing Opinion taken from a
ease decided on Decanber 1st, 1924. "In our opinion the
classification of famers into c00perative associations
is reasomble and mtural and one that should prove
beneficial rather than detrimental to the public.
Until it is established that the association has
comitted an act detrimntal to the public welfare, it
is a lawful organization and its contracts are not
subject to attack.“ (8)

from an attitude of suspicion the courts have
changed to an assumption that eoOperative organisation
is beneficial and its contracts fair unless proof
is presented to the contrary.

——-—-———— W *— _—.v ‘— fiv V

(1) am. Potato Grocers v. Smith, 840 r. 937, (1925)

(8) Dark Tobacco Grossrs' Coop. Assn. v. Dunn, 866 SJ.
308, (1985)

33
TRUE T8 AND HONOPOLIES

m size and internal strength of these cocperative
associations has drawn fine attention of the courts in
numrom eases. Here as in the case of public policy
we find that the courts are not inclined to regard
cooperatives as trusts or monopolies in restraint of
trade. For example, in the case of he Dark Tobacco
Growers v. Jones the court held, f'until there is
allegation and proof that the real object of a growers'
cocperative asmciation is to unduly enhance prices
beyond flie real value of the product, the legality of
the organisation and the contract will be presumed." (l)

the opinion continues, "The cocperative system is
the most helpful movement ever inaugurated to obtain
Justicenfor farmers. me producers are paying pract-
ically all of the costs and assuming all of the respons-
ibilities of these cooperative associations. They are
associating themselves as authorised by statute-«ml
they have signed mutual aid fair agreements uong
themelves which will be futile unless those to have
signed such agreements can be held to abide by the
terms of their contracts. liters is no analogy between

he proceedings to dissolve the great trusts-and these

 

(1) 117 3.3. 174, (1935)

associations for the protection of producers."

Another case typical of recent decisions in
regard to suite agaimt cooperative associations as
monopolies using ironclad contracts, dealing particularly
with these contracts, sets forth the following opinion,
'ccntracts between cocpe rative association and their
were for exclusive dealings over a period of years
especially the re mthorised by statute, have now
been upheld by a large number of states as not being
an undue restraint of trade. It is recognised that
they are part of a system of collective narrating,
that the purpose is merely to secure a fair and
reasonable price for their products and that such
contracts are not to be condemned where they are not in

fact hostile to public welfare.“ (1)"

 

 

 

TIT—Frown v. StapIe Cotton Assn. 93 3.5. 39, (NET
100 3.3. 89 803 1.". 420 179 I.Y.8. 131
19 P. 959 804 NJI. 798 178 K.Y.8. 612
212 P. 811 83 3.0. 69 186 8.3. 551
801 P. 773 10‘ 3.0. 864 197 N.W. 956
301 P. 228 107 3.0. 115 265 8.l. 308
815 P. 311 143 3.'. 1M0 179 1.1.8. 131
340 P. 937 348 3.I. 1109 'HB I.Y.8. 612
815 P. 558 853 Se'e 1101
836 P. 657 149 3.‘. 915
208 P. 95 857 3.‘. 35
117 3.3. 17‘ .263 3.l. 6O

*fhe drought generally expressed in these court opinions
is that the cooperatives are not illegal organisation for
they do not seek to fix prices nor are they monopolistic.

were is no ground, however for the assumption that. coo hare
arbitrarily exempt from anti-trust laws simply because ormed

by farmers rather than by industrialists. Should cocperative
associations become monOpolistic and control price movements
in contravention of the public welfare, the tone of court
opinion indicates that they wuld at once be subjected to

scrutiny and regulation by the courts.

35
INTERFERENCE BY THIRD PERSONS

It is cbvion that if cooperative association
succeed in takizg over the marketing functions, indep-
endent dealers and Jobbers will lose the business.
Knowing this fact, dealers in various section of the
country have sought by devious and sundry means to get
members to breach their cont racts. the court decision
on the misdemeanors involved by such action are uniform.
If a third person maliciously induces another to breach
a contract with another party, such person is liable to
the latter party for damages resulting from the breach.(l)

lhere a third party merely continues to operate
as formerly and does not offer inducements to sell, he
is not liable. (2)

m decisions in cases concerning the interference
of third parties hinge on he evidmce of malicious
aggressiveness in inducing a breach of contract. For
example, in Northern Iisconsin. Tobacco Pool v. Bekkedal,(3)
the court held that Bekkedal had been guilty of malicious
interference for he had ’orgmised a campaign to scatter
seeds of dissatisfaction and discontent anong association
members; offered more than sarket price to induce members

to breach heir contracts and offered to indemnify them from
any costs or damages mien might result from such breaches.'(4)

(1)1'Eberty Warehouse c"o."‘v."s"ur_‘—‘T_T’_'§fi'—1ey ro acco r.Assn. 3.1m - so)

(3) Min. Wheat Gr. coop. Assn. v. Radke, ace LI. 314, (1925)
to) northern vie. rot. Pool v. Bekkedal, 197 1.1!. 955, (1924)

(4) P110! (2. v. Salem mm: Union, 201 r. :22, (19213
w w e u not 1». no, (1921

 

36

FUTURE DELIVERY

the right of an association to salon contracts
of future delivery has been challenged and the courts
have upheld the right of the associations to so
contract. In a case decided in 1892, the point involved
was that concerning thevalidity of a contract of sale of
cotton not yet grown. (b)

be wording of the contract provision in question
was that, "said cotton so sold embraces all that I have
or my have, baled and unbaled, gathered and ungathered».
i'he court upheld the contract and cited numerous cases
of a similar character to sustain its decision. A
somewhat similar case involvig a contract of the
future delivery of cotton was decided by the Supreme
Court of Arkansas in 1926. (2) The decision
definitely authorises the association to sake executory
contracts for the sale and future delivery of a crop
or quantity of a product.

 

(1) Briggs, v. 0.3., 1oz v.3. 345, (1393)

(s) Ark. Cotton Growers' Coop. Assn. v. Brown, 870
s.w. 946--1119,(1926)

37

CCIEPI-IAIOE WITH SIATUTB

Legislation detailing the legal contractual
11811:! of «mentions also details the requirements
that such contracts must met in several states.

Ihem contracts and agreements are being formulated

the provisions of these acts cannot well be ignored.
"hinting statutes and settled law at the time a

contract is rude become part Of and must be read into

it; where parties contract by virtue of authority derived
from a certain set or acts, their rights must be
construed by the provisions of such acts." (1)

Contracts that are drawn without regard to the
statute of the state may easily omit important details
that invalidate the entire agreement. The case quoted
above is in point. me court here held, "Where an
act provides that an association my adept by-laws,
compelling its members to sell all of their products
exclusively through such association, but also specif-
oically provides that the condition upon which such
Obligation may be enforced must be based upon condition
that a member be granted an Opportunity to withdraw from
membership annnlly and me articles of incorporation and

by-laws Of such association contain provision for

'x '0.
-_‘L-_

L \A-
CV.-.J.f—t, J‘IZUV w

(l) Oklahoua Cotton Growers COOp. Ass'n. v. Salyer,
243 P. 232, (192.5)

38

enforcing a manber to sell exclusively through the
association but fail to give such member an Opportunity
towithdraw firm the association. Such Obligation is in
violation of the statutes and cannot be enforced for
lack of mutuality." (1)

he association was denied the right to collect
liquidated daunges,to a decree of specific performance,
to relief in equityand to an injunction.

In Dairymen's League COOpe rative v. Holmes, the
emplcontract used by the association was held invalid
for it did not comply with that section of the law
stating that an association might sell the product of
a non-masher but in no case should it charge more for

such service than the actual cost thereof. Except for
this ultra-vireo provision, the contract would. hare been

2
enforced.(

(1) Oklahoma Cot ton Growers Salyer-Supra.
(8) Dairymen's League COOp. v. Holmes, 212 11.1.3. 663, (1924)

39

HUTUALITY AND JUSTICE OF CROP CONTRACT

CrOp contracts have been attacked on the
grounds that they lacked mutuality, were unjust and
unreasonable. The courts have not upheld the validity
of such claims. The following excerpts give an idea
of the present court attitude toward the mutuality Of
such agreements: "Unquestionably the contract is mutual
in its Operation and in its bmefit since the promise
of on party is always a sufficient conideration for
the promise Of his other." (1)

"An agreement whereby a grower agrees to deliver
his crap for four years to a cocpe rative narketing
association or pay liquidated damages in consideration
Of the agrement of the association to receive, handle,
an! mrket the tobacco and in consideration of like
agreements of other members is not lacking in mutuality."(d)

"Crop contract by which member agreed to sell all
of his potatoes to the association only is supported by
consideration where the association was required to buy,
resell, and on certain conditions give member something
out of the proceeds, it being immaterial that contract is
unfair to member and he receives no benefit therefrom." (3)

 

T1) larren v. Eben. F.B. Cotton Assn., 104 8.0. 864, (1925)
(8) Potter v. Dark Tobacco Growers Assn., 857 8.1!. 33, (1924)
(3) Rifle Potato Gr. COOp. Assn. v. Smith, 840 P. 957, (1926)

4o .
SIGNING THE CONTRACT

In Ob taining signatures to contracts where
force is used, facts misrepresented or any act
committed that is covered by the statute of frauds,
such contracts are declared invalid and unenforceable.

In the case of Sun maid Raisin Growers v. Papasian
the evidence was held to show that crap contracts were
signed under conditions Of duress and menace such as
to destroy the element Of free and mutual consent
essential thereto, hence recission from contractual
Obligations was authorised. (l) The association was
held absolutely responsible for the unlawful acts
of some Of its members in securing contract signatures
insmuch as it had full knowledge of such acts. (8)

A promise to advance sixty per cent of the
graded value of tabaccc was held incompetent by the
Supreme Court of Tennessee for such representations
come within the statute of frauds. (3) In the same case
the charge was nade that the contract signature was
fraudulent for the signatures Of both parties did not

appear on the same identical paper. However, inasmuch

 

un s n r. apazian, .
(2)00momsa1th v. Riffitt, v1.48 3.". 48, (1912)
Henstchee Coop. Assn. v. Hobler, 88'! P. 300, (1925)
(3) Dark Tobacco Growers Cccp. Assn. v. Mason, 863 8.1!. 60,1924
Kansas Wheat Growers Assn. v. Vague, 834 P. 964, (1926)
Wenatchee COOp. Assn. v. liobler, 837 P. 300, (1886)

41

as it was clearly understood by both parties that the
contract had valid existence, the minutes of the
association showing acceptance and written notice
thereof having been sent to the manber contract signer,
the contract was held valid on this score.

Where there is conclusive evidence of fraud
the contract is unquestionably invalid, but such evidence
must be conclusive. Where a person signs a contract
after reading it and having full knowledge of what is
contained therein, the provisions of the contract
remaining unchanged, the member cannot evade the
obligations imposed by the contract on the grounds of
fraud, for ignorance is not a valid plea. (l)

a—

(1) Kansas Wheat Growers Assn. v. Floyd, 827 P. 336, (1984)
Pittmm v. Tobacco Growers 000p. Assn., 181 8.3. 634, (1924)

48
CONDITIONS PRECEDENT TO CMPLETED CONTRACT

Where a contract contained the provision that
unless ten percent of all the wheat growers of the
territory covered signed the crap agreanent, it was to
be invalid, the burden of proof that that coalition had
been satisfied was upon the association. (1)

In regard to satisfying the requirements of
comitions precedmt, the courts have given varying
decisions. a provision in a contract between a
cooperative association of raisin growers and its
members to the effect that the contracts were deliv-
ered to the members in scores and were not to become
Operative until eigity-five per cent of the raising-
growing acreage of the state was secured by contract,
was waived by the growers' acceptance of the contract,
their delivery of raisins and their acceptance of pay-
ments under the contract.(8)

In another case, the court placed considerably
more emphasis upon the satisfaction of the condition
precedent, the provision being that the contract was
to be inoperative unless forty-two hundred cars of

III Washington Wheat Growers' Kean. v. e or, P. ,
(2) Gal. Raisin Growers Assn. v. Abbott, 117 r. 767, (1911)

 

 

43

apples were signed, the tonnage to be conclusively
ascertained by the association. The court held that
the board of trustees of the association had acted in
good faith in finding in tonnage ascertainment that
forty-two hundred cars had been signed, yet where
such finding was actually based on faulty and fraud-
ulent data and the actual tonmge was but half of
that declared, the trustees' findings were not
conclusive on the member contract-signers and they had
the right to withdraw from further particiption in
the undertaking. (1)

A decision somewhat alien to the one above was
decided by the Supreme Court of Washington in 1986.
{Has contract in this case provided that a statement
by the organisation comittee to the effect that
the reqzired number of contracts had been signed and
hence were valid, was to be accepted as final proof.
The court held that the proof that the committee report
thereto and the resolution by the board of directors,
declaring all agrwements in force were mailed to
signers was adequate and sufficient to show that the
necessary number of signatures had been obtained. (8)

(I) Wenatchee 51815. 5003. Issn. vifiofiblsr, 23'! P. 355, (1525)
(2) Washington Wheat Growers Assn. v. heifer, 838, P.339 "

 

 

44

To other decisiom have been made similar to
the one above, holding that a statsnent by officials
in regard to the fulfillment of condition precedent,
in absence of any showing of fraud, is to be regarded
as final proof and the contract complete or invalid
as such condition is satisfied or unfulfilled. (1)

 

(I) Rowland v. may Tobacco Edop. Issn., 5'75 35. 731,
(1925)

Pittman v. Tobacco Growers 000p. Assn., 181(3.E.)634,
1924

45
CONTRACT EVASION

As reasons for breaking their contracts,
disgruntled msnbers have charged that association
were guilty of ultra vires acts, that they were
organised for pecuniary profit, that they were
inefficient, poorly mnaged, unbusinesslike, failed
to live up to their promises and were guilty of
violating various other obligations created by
statute, charter and agreement. In the majority of
cases, these charges have been held invalid and the
association Ins been upheld.

The charge that the association was organised
for pecuniary profit becmse the contract required the
payment of three per cent of the gross sales in case
of breach was held an invalid charge in Baldwin Co. v.
Prishlcorn. (1)

In Poultry Products Association v. Barlow, it was
held that although the provision in the agreement giving
the cooperative the right (to purchase its own stool: was
invalid, it did not invalidate the members' contract to
sell all of his products to the association, the invalid
provision not being a part of the consideration of the

contract to make such sale. (8)

9

 

 

dein do. v. Prishkorn, €er 0.
(8) Poultry Prod. Assn. v. Barlow, zoa r. 95, (1913)

46

After breaching his contract, a member of a
cocperative sougit to Justify his action by charging
mismanagement, fraud, acts ultra vires, injustice,
inequality, and failure to fulfill premises. The
charges were sifted and the court held that the evidence
showed no Justification for manhers' breach of contract. (1)

In Kansas Wheat Growers Cooperative Association v.
Schultz, the court held that a member of a non-profit
cooperative association for the marketing of agricultural
products raised by its members is not Justified in
refusim to deliver his wheat to the association because
he cannot learn at the time of delivery, the price that
he will receive for his wheat. (8)

there a grower marketed milk for fourteen months
through the association without questioning his contract
the court held that he could not then assert the invalidity
of the contract on the ground that the association had
commenced business before three-fourths of the capital
stock was subscribed and one-fourth. paid in ad required
by law. (3)

(1) Washington Coop. Egg 8: Poultry nan. v. Taylor, 810
P. 806, (1913)

Pittman v. Tobacco Growers Coop. Assn., 181 8.3. 634,(1984)
(a) Kamas Wheat Growers Assn-u 816 P. 311, (1925)
(3) Pierce County Dairymen's Assn. v. Tauplin 816 ,P. 358, (1983)

4'7

, In a recent (1985) case, a member who had
signed a crop contract, rented his land on shares and
agreed to let the rentor sell all of the crop wherever
he chose. The court held that the member was subject
to his prior contract with the association and must
sell all of the cotton over which he had legal right
to exercise control to the association, since title to
his share rested primarily in him. (1)

There have been several instances where a member
having signed a crop contract sells his land to his
wife, son or relative, and thereby secures release or
seeks to secure release from his contract. Where the
intent of the party is simply to evade contractual
obligation, the sale being one of form only and not in
reality in fact, the court has held that the association
has right to redress in the form of liquidated danages,
specific performance, and other ranedy. A case that
illustrates the point very well is found in Coyle et
al v. Dark Tobacco Growers CoOpe rative Association. (8)

J.w. Coyle signed a contract by which he agreed
to deliver to the association all of the tobacco grown
by him, beginning with the year of 1988. In march, 1983,
he deeded the farm to his wife "for the consideration of

(1) Long v. Tens Perm Bureau Cotton Assn.8 8375 3.“. 66!,(1986)
(8) Coyle et al. v. Dark Tobacco Growers Coop p. Assn.,
87'! 3.17. 318, (1985)

 

48

81.00, love and affection." Five months later a
deed was executed to the son, Delphus, for a half-
interest in the farm. The 1983 crap was marketed
outside the association which brought suit for breach
of contract. 'me proof taught forth at the trial ""
trend that:

1. Mrs. Coyle md son knew of the contract made

.‘. tam—ua—‘serA “a...

by JJ. ‘ g .-
2. nae deeds of sale were executed primrily for
the purpose of evading contractual obligation.
3. JJ. was guilty of fraudulent intent.
me association was awarded stipulated damages
and (30er ordered to pay $50 plus cost of executing bond.(1)
However, she re the sale is bonified and actual
the court has ruled that the contract is not breached,
but rendered invalid by the changed condition. a 1986
case decided by the Suprane court of the state of Wash-
ingtcn is in point. lhere contract with cocperative
marketing association by husband in behalf of connnunity
(husband and wife) to sell to the association all milk
produced by him gave him and comunity absolute right to
withdraw from the dairy business md thereby relieve

 

_—

(1) Dark Tobacco Gr. 000p. Assn. v. Alexander, 87:}. SM; 677, y
1925 g

Oregon v. Lentz, 212 P. 811, (1923) j

 

49

himelf from contract liability, an actual transfer of

the title of the cows and dairy business and community

to the wife, the property to become her separate property
free of any trust for the comunity, the court held that
such transfer of title relieved the husband andcommunity ‘
from all liability unler the contract. {Ehe wife in her
separate right was as free from the obli gationa of the
contract as though she were an entire stranger to her

4.

(1) Inland nupire Dairy Prof. Assn. v. Melander, 835-321;; 18,

Inland nupire Dairy Prod. Assn. v. Oasberg, 835 P. 15,
1985)

50

BREACH OF CONTRACT
The court has held that where a grower-member
of a cocperative admitted such membership and admitted
that he had sold produce in violation of his agreement,
a copy of which was in evidence together with proof
that conditions precedmt had been complied with, the
association has conclusive right to recover for breach.(l)

Likewise, the refusal of a member to deliver all of

 

his crop to the association pursuant to the provisions
of his contract has been held to constitute a breach. (8)
Where a double breach has occurred, neither party
is entitled to redress. In NJ. Poultry Producers
Asso ciation v. Tradelius the cocperative was held not
entitled to equitable relief against one of its members
for violating terms of marketing agreement in view of its
own breaches of the agreement by failing to preperly
grade eggs, uploying brokers, etc. , unless such
4 member was estcpped to rely thereon. (3)
A. bungee.
It is a well established point in law that where
construed as a penalty, whether called damages or other-

wise, a contract provision for such redress is unenforceable. (34)

 

(I) Rowland v. Burlq Tobacco Gro. 330p. Assn., 87?13.g;784
98
(8) Ark. Ootton Growers 000p. Assn. v. Brown, 870(8.W. 946,
1986)
13) l.J. Poultry Producers Assn. v. Tradelius, 186 A.T.538,1986
(4) Dairymens League 000p. Assn. v. Holmes, 808 N.Y.3.663, 1984

51

Regardless of the language used, the court determines
whether the amount specified shall be construed as
penalty or damages and rules accordingly.

In Minnesota Wheat Growers Occperstive Assoc-
iation v. Huggins, the court held that, "the provision
. in the contract that member should pay to the association
five cents per pound, as liquidated damages for all tobacco
sold outside the association was not unjust nor Oppressive,
and must be construed as liquidated damages rather than as
a penalty.” (1)

A large number of cases of this nature have
recently come before the courts and with very few exceptions
the decisions have been favorable to the associations
treating the amounts involved as danages rather than as

a penalty. (8)

 

(1) Binn. Wheat Gro. Coop. Assn. v. Huggins, 803 15w. 480,

(1925)
( 8) Right to liquidate damgee:

197 P. 969. (1911) 96 3.0. 849, (1925
178 H.Y.S. 618, (1919) 357 3,". 33, (1924
179 n.r.s. 131. (1919) 135 3,3. 531, (1924)
as 3.0. 69 (1919) 253 s.w; so (1925)
201 r. 773 ( 1921) 203 stw. 420 (1925)
204 P. 811 (1981) 836 P. 667 (1925)
233 r. 547 (1925) 204 n.w. 798 (1925)
117 3.3. 174 (1923) ass 2. 952 (1925)

834 P. 965 (1925)

 

52

The fact that an.association.was a non-profit
organisation.has been held not to militate against its
right to collect from aimember liquidated danages. (1)

B. Injunction and Specific Perfbrmance.

not only do many of the crop contracts used by
cocperatives make provision.for the use of injunction to
secure specific performance of contract,‘but many of
the state acts recmtly passed also provide for these
instruments in case of contract breach. It is generally
recognized that where danages are adequate and afford
complete remedy an injunction will be refused. A
decree for specific performance is issued only at the
discretion of the court in view of the evidence
presented.and will not be awarded unless an actual

breach has occurred or is threatened. (8)

 

(1) Anapeim Citrus Fruit Assn. v. Yeoman, 197 P. 969, (1911)

(8) Oregon Gr. Coop. Assn. v. Lents 818, P. 811, (1985)

 

53

The right of an association to restrain
its meters from breach of contract has been generally
upheld by the courts. (1)

A typical Opinion is here cited, "The liquidated
damages provided for in the contract do not afford
adequate remedy. Wheat is the only commodity the
association can use as a going concern. All that it
can do with money is to pay its expenses and disburse
the balance anong its members. It necessarily
follows that there is no adequate remedy at
law. The only adequate remew is injunction preventing
the members from selling to others, thus forcing the
delivery of wheat to the association. " (8)

—'

(1) 107 e.w. 110 (1908) 121 S.E. 631, (1924)
201 P. 773, (1921) 234 r. 963, (1926)
204 P. 811, (1921 236 r. 667, (1925)
201 P. 222, (1921 232 P. 339, (1926)
305 r. 970, (1921) 240 r. 937, (1926)
213 P. 811, (1923) 270 s.w. 946, (1926)
210 r. 806, (1923 271.8.w; 178, (1926)
216 r. 362, (1923 266 8.w. 308, (1923)
216 r. 311, (1923) 126 8.E. 631, (1926)
117 8.E. 174, (1923) 104 3.0. 264, (1926)
96 8.0. 849,1983 203 N.w. 420 (1926)
226 a. 496, (1924) 204 11'; 798, (1926)
246 are. 1068, (1924) 270 s.w. 784, (1926)
867 s.w. 33, (1924) 236 r. 661, (1926)

(8) Nebraska Wheat Growers v. lcrquest, 80d N.I.799, (1985)

 

54

It has been nade a clear ruling point that
the presence of a stipulation for payment of liquidated
damages and provision for the use of injunction are
harmonized in a contract and the presence of one does
not invalidate the force of the other.

Where there is no governing statute it has
been held that where other remedies at law are inadequate,
the association has a right to an injunction. (1)

In an action by a cocperative marketing
association for an injunction whose members had agreed
to sell all of their produce to it over a period of
years, the evidence being in conflict as to membership
of the members who not only disavowed any obligation
to deliver, but denied membership, the association
was held to be entitled to have an injunction restraining
them from disposing of their crops outside the assoc-
iation continued until the final hearing. (8)

However, the decisions in regard to the use of
injunctions and decrees of specific performance, have
not all been in one vein, in favor of the association.
In the case of Poultry Producers of Southern Oalifornia
v. Barlow, the court said, "The doctrine is elementary

 

(1) Manchester fishy system v. Hayward, (1986)

Texas Farm Bureau Cotton Assn. v. Storall, 863 SJ.
1101, (1983)

(2) Tobacco er. coop. Assn. v. Spikes, 121 8.2. 638', (1924)

 

66

an! impregnably fortified by authority that a contract
cmnot be specifically enforced unless this remedy is
available to both parties. Emiity will not enforce a
specific performance of a contract when the party asking
its enforoment cannot, from the nature of the obligation
assumed, be compelled to perform on his part."(1)

In a 192.4 case, a member after marketing all of his
produce through the association in 1922, sold part of his
crOp outside the association in 1923. He proved
conclusively to the court that the association had
not paid him $800.00 that was due on his 1922 crop and
because he was short of money and needed cash to care
for the needs of his wife and family, he sold one-third
of his crap outside the association. In spite of
statutatory provision for an injunction in case of
breach or threatened breach, the court held that the
breach was justified under the circumstances and refused
to grant an injunction. me court quoting from previous
rulings said, "in injunction will not usually be granted--
where it will do more mischief and work greater injtry
than the wrong which. it is asked to redress-«the damage
threatened by an issuance-win this case far surpasses any

injury .to be expected from a denial of the writ." (8)

 

(1) Poultry Producers of 3. Gal. v. Barlow, 208 P. 93, (1922)
(2) 121 3.3:. 636, (1924)

 

56

Injunctions have been issued very rarely in
restraining third persons from interfering with the
performance of crOp contracts; yet here again the
rigits of the association have been upheld. in
interesting case in this connection was decided by
the Supreme Court of Tennessee in Decanber, 1924.

A bmk, with full knowledge that the crap of tobacco

was under contract to be delivered for sale to the
cooperative association, took a mortgage on the crop.

The bank attanpted sale of the tobacco under its
mortgage and the association asked for an injunction
restraining the bank from interfering with the

contract in any way inasmuch as payment of liquidated
damage would not afford adequate relief. The contentions
of the association were upheld and an injunction issued
restraining the bank from interference with the

contract . (l)

 

"I, EEK S.W. 303, (1924)
Kansas Wh. Gm. Assn. v. Floyd, 22'! P. 856 {1924)

Bedford v. Burley Tobacco Gr. coop. Assn., 366 am.
24, (1925)

57
LANGUAGE OF ME CONTRACT

fhe desirability of accuracy before the law
is so well know that it scarcely needs to be stressed.
Doubtful provisions in a crop contract are to be
construed against the party preparing it. (1)
fhe court will not read into a contract anything not
written therein, hit the terms that are specified are
subject to interpretation. For ample, a contract
by a masher of a cocperative marketing association by
which he agreed to deliver to the association all of
the tobacco produced by or for him or acquired by him
as lanilord or lessor and to sell the same only to
the association, was held to include only tobacco of
the member, produced on lands either owned or rented by
him. (8)

By their very nature and purposes of operation,
cooperative associations are faced by conditions that
cannot be foreseen at the time of drawing up the contract.
is a consequence, there must be a lack of definitenese
in stipulating certain provisions in regard to price
returns and deductions for eXpenses. The courts have
recognized this necessary point of distinct ion. In
Louisiana Farm Bureau Cotton Growers Cooperative

Wan v. PJ. 3551'? Gr. Assn., IE A. HI, 11921!
(3) Tobacco Gr. coop. Assn. v. Bissett, 121 3.3. 446, (1924)

 

 

 

‘4 1-_~ I _

5

association v. Clark the court delivered the

following Opinion: "We are dealing here with a special
form of statutatory contract, whose nature and legal
effect are defined and determined by the act under
wish the contract has been made. --It is clear, there-
fore, that such agreement need not conform to the
essentials of an ordinary contract of sale as to the
certainty of the price. Indeed, it would not be
possible to fix a definite price in advance as to

the resale of cotton in the future by the association,
md carry out the object for which the association

has been organized. To fix the price beforehand would
defeat the very purpose of the association in its
efforts to obtain the best price under market conditions
‘ as such price might fall below the current price at the
date vhen the association should deem it advisable to
sell, thereby entailing a loss upon the grower, or it
might prevent the sale entirely if the fixed price
should be higher than the market quotation. (1)

In a similar case involving not only the definiteness
of terms in regard to price but in regard to provisions for
the delivery of "all" of the crop at "the earliest
reasonable time after ginning“ to be sold by the

 

(1) La. LB. Cotton Gr. Coop. Assn. v. Clark, 107 8.0.
115, (1925)

59

Q
association "before another crop has been produced",

the terms were held sufficiently certain. (1)

However, fliese decisions do not mean that the
contract may be loosely drawn and lack definiteness any
more than is necessary to the attainment of their specified
purposes. In a New York case, a provision of an exclusive
narketing contract with a cocperative association for
future loans to be deducted from producers'share of
proceeds, which did not prescribe the amount, duration,
or interest, but left those elements to be determined
by the association was held invalid because there was
no meeting of minds. (2)

Two other cases dealing with the accurany of
terms are of interest. In the first case, provision
was undo :tbr a member to terminate his contract yearly
if he chose to do so by giving written notice of his
action to the association at least thirty days prior
to February first, of any year. The court held that a.
written notice sent late in January was not a compliance
with the contract. (3)

In the second case, the Dark Tobacco Growers'

CooPerative Association sued Brame et al to compel them as

 

(1) Texas Farm Bur. Cotton Assn. v. Stovall, 253 :52. 1101,
A _ 3.

Oregon Coop. Assn. v. Lentz, 212 P. 811, 1913.
(a) Dairymen's League coop. Assn. v. Holmes, 202 N.Y.3.663,l924
(5) Grays Harbor Dairymens Assn. v. Eugen, 226 P. 496, 1924.

Pierce County Dairymens Assn. v. Templin, 215 P. 362, 1923.

Cranberry Growers Assn. v. Moore, 201 P. 773, 1921.

204. P. 811, 1921.

60

malnbars to deliver burley tobacco, grown by them to
the association. The contract specified ”dark tobacco"
whenever the class of tobacco was mentioned and the
court held that the contract did not cover burley
tobacco and the association could not compel delivery
of such tobacco. (1) p

The terns of the contract impose obligations
and also limit liability; they allow certain actions and
limit actions beyond those specified. lor example, an
association is given the right to pool as long as it
is done fairly and properly. (2)

An association can make deductions specified in
the contract but cannot make unauthorized deductions. (5)
A Michigan case in this connection is worthy of note,
the court giving the following Opinion: "This suit was
begun upon certain express contracts and the terms of
these contracts must control. The agreement which. is
attached to these notes provides (a). that the notes
should be used only as collateral security; (b), that
they might be dndorsed to any person or bank raking a

(1) Dark Tobacco Gr. 000p. Assn. v. Brame et al., 278 SM.
697, (1925)

(2) Wash. Coop. Egg and Poultry Assn. v. Taylor, 2102;; 806,
q 9
Dark Tobacco Gr. Assn. v. Jones, 117 8.3. 174, (1923)
(:5) Bilveira v. Ass. mm: Producers, 219 P. 461, (1924)

61

loan to the association; (c), that to be effective,
they must be endorsed to creditors of the association;
(6), that anyone holding the note as collateral security
could enforce the collection thereof. The notes in this
case were not used as collateral security and a fair
inference is that no recovery could be had unless
endorsed to a.third party." (1)

The liability of a mentor bound by an agency
contract is decidedly greater than when bound by a centred:
of absolute sale, for in the ease of the former type,
the member is held liable for all acts of the assoc-
iation as principal. (2)

 

 

(17 Hunciman v. Brown, 193 NJ. 880, ('19sz

Phes. Co. v. Salem Fruit Union, 233 P. 647, (1925)
(2) 192 r. 790, (1920)

803 P. 387, (1921)

203 P. 389, (1921)

201 P. 222, (1921)

205 P. 970, (1921)

210 P. 806, (1923

._ .fi..._.—.v .__.._.__

62
PARTY 10 CONSIDERATION

The rigit of a third party to sue on a contract
is based upon comideration according to a decision in
the case of Phes Company v. Salm Fruit Union. (1)

The oourtheld, that in order to enable a person to sue
who is not party to the contract, he must be party

to consideration or the contract must have been entered
into for his benefit; incidental benefit to him through
performance not being sufficient grounds to justify his

suit e

SET W‘F AND COUNTERCLAIM
In a; dairymn's action against a dairymen-‘s league,
in which he was a stockholder, to recover moneq collected

by it under agreanent, the corporation could not counter-T

claim on the ground that the stockholders had agreed to
apportion losses because of refusal of a large consumer
to accept shipments, the cause of action set up under
the counterclaim not existing at the time suit was

commenced. (2)

 

w—w

(1) Phes. Co. v. Salem Fruit Union, 233 P. 547, (1925)
(2) Heelman v. Dr. D. League, 192 P. 790, (1920)

63
common um BY-LAW

In a case decided by the ltate Supreme Court
of Nebraska in 1923, it was held that, "Where a
stockholder contracts to be bound by existing
and future by-laws, a cocperative grain company
may adopt any reasonable by-law for its government
in harmony with its valid existing contracts and
legal obligations and its members will be bound
thereby. It may not, however, adopt any by-lsw
abrogating its valid existing contracts with its

members." (1)

 

(1) Whitney v. Harners' COOp. Grain Co., 193 me. 103,
(1923)

64

CONCLUBION

A study of recent decisions rendered by the
State Supreme Courts, reveals that there exists a
fairly definite and uniform policy in regard to
crap contracts as used by farmers' cocperative
associations. These contracts are regarded as a
definite type, necessary to the success of cocper-
atives, characterized by certain qualities foreign to
other contracts of purchase and sale, requiring special
legal recognition, and generally enforceable at law.
The special legislation enacted to define and recog-
nise the validity of crap contracts has been upheld
with absolute unanimity except in moss very rare cases
where a phrase or section is contrary to well established
legal precedent, thus remering the position occupied
by crop comracts even more impregnable. The number of
cases involving these contracts has increased steadily
from a few yearly to about ten in 1923, twenty in 1924,
and over 1hirty in 1925. Many of the cases are regarded
as test cases and it is gratifying to note that in the
great majority of decisions the contracts have been
upheld.

The need for a well-knit business unit is becoming
more and more apparent as farmers see the conditions

that obtain in the realm of finance, for loose organisation

65

lacks tint solidarity so fundamental to the
success of any large sized undertaking; contract,
the legal symbol of a written obligation to abide
by a given promise, lends to an organization of
producers that needed and important bit of
stability. In all justice, a member, who is
legally bntitled to receive and does receive the
bmefits obtained by means of a cocperative
association, should be bound to bear the respons-
ibilities of that association inasmuch as its nature
is mutual.

A contract cannot take me place of good
service: it cannot supplant poor management nor can it
be relied upon to hold the membership when the success
sought by the association obviously cannot be attained.
However, it can and does lend legal, economic, and
financial st rength to an organization that is striving
wisely to attain legitimate goals. As long as members
refuse to bind themselves to support their own organ-
ization, they cannot expect much worthwhile support from
outsiders though such support is often inimical to the

successful cperation of farmers' cocperative associations.
In closing, it should be clearly understood that, although
crop contracts are not the only instruments necessary

to the successful organization and cperation of cocp-

66

eratives and although they have very definite
limitations as outlined above, they do afford

legal and economic strength that cannot be secured

in any other way.

6 '7
CASES 0 ITED

Washington Wh. Gr. COOp. Assn. v. Leifer

Phes. Co. v. Salem Fruit Union

Kansas Wheat Gro. Assn. v. Loehr

Kansas Wheat Gr. Assn. v. Ast

Kansas Wheat Gr. Assn. v. Hanson

Inland Empire Dairy Producers Assn. v. Melander
Inland Empire Dairy Producers Assn. v. Casberg
Northwest Hay Assn. v. Hans on

Kane. Wheat Gr. 000p. Assn. v. Charlot
Wenatchee Coop. Assn. v. Mobler

Atkinson et al v. Colo. Wheat Gr. Assn.
Northwest Hay Assn. v. Chase

Sun Maid Raisin Gr. v. Papazian

Rifle Potato Gr. COOp. Assn. v. Smith
Oklahoma Cotton Gr. COOp. Assn. v. Salyer

1!. Jersey Poultry Producers Assn. v. Tradelius
Duncan v. P. as 1'. Fruit Gr. Assn.

Minn. Wheat Gr. Coop. Assn. v. Huggins

Heb. Wheat Gr. 000p. Assn. v. Norquest

Minn. Wheat Gr. 000p. Assn. v. Hadke

Harrell v. Case Gr. C00p. Assn.

Warren 7. Ala. Farm Bureau Cotton Assn.

Ins. LB. Cotton Assn. v. Clark

Hedibrd v. Burlsy Tobacco Gr. 000p. Association

232 P. 339 (1925)
233 P. 547 (1925)
234 P. 962,(1925)
234 P. 963 (1925)
234 P. 964 (1925)
235 P. 12 (1925)
235 P. 13 (1925)
236 P. 561 (1925)
236 P. 657 (1925)
237 P. 300 (1925)
238 P.1117 (1925)
239 P. 1 (1925)
240 P. 47, (1925)
240 P.937 (1925)
243 P. 232,(1925)
126 A.T.638(1925)
128 A.T. 441(1925)
203 n;w. 420(1925)
204 n.w.796 (1925)
204 n1w.314 (1925)
126 2.2. 531(1925)
104 3.0. 264(1925)
107 3.0. 115,!1925)
266 s.w. 24 (1925)

68

Dark Tobacco Gr. Coop. Assn. v. Dunn
Rowland V. Btrley Tobacco Co0p. Assn.
Ark. Cotton Gr. Assn. v. Brown
Ark.Cotton c3r. Assn. v. Brown

Liberty Warehouse Co. v. Hurley Tobacco
Gr. Assn.

Dark Tobacco Gr. Coop. Assn. v. Alexander
Long v. Texas Ham Bireau Cotton Assn.
Coyle et al v. Dark Tobacco Growers Coop.

Dark Tobacco Growers Assn. v. Brame

Tobacco Gr. Coop. Assn. v. Mason
Reagan v. Dark Tobacco Gro. CoOp.Assn.
Potter v. Dark Tobacco Cr. coop. Assn.
Silveira v. Associated Milk Producers
State v. Sup at of Bnohomish County
Arnold v. Peasley

Heikle v. Wenatchee Ho. Central Fruit Dist.

A Grays Harbor Dairymen's Assn. v. Eugen
Tobacco Gr. Coop. Assn. v. Battle
Tobacco Cr. Coop. Lean. v. Spikes
Tobacco Gr. 000p. Assn. v. Patterson
Pittman v. Tobacco Gr. Coop. Assn.
Tobacco Gr. 000p. Assn. v. Bissett

Duncan v. P. as P. Pruit Gr. Assn.

Hew Jersey Poultry Producers Assn.V.Tradelius 126 A.T. 538 (1924)

266
2'70
270
270

271

270
277
278

265
261
257
219
228
222
225
226
121
121
121
121
121
128

3.W.
8.W.
8.11.
3.W.

3.W.
3.W.
SAY.
3.8.
3.17.

8.“.
30w.
Save

308 (1925)
784 (1926)
946 (1925)
1119 (1925)

695 (1925)
677 (1925)
561 (1925)
318 (1925)
597 (1925)

60 (1924)
607 (1924)
33 (1924)

P. 227 (1924)
P. 947 (1924)
P. 472 (1924)
P. 819 (1924)
P. 496 (1924)

3.3.
8.3.
3.1!.
3.13.
3.3.
l.T.

629 (1924)
636 (1924)
631 (1924)
634 (1924)
446 (1924)
441 (1924)

69

Northern Hiso. Tobacco Pool v. Bekkedal

Pam‘rs 000p. Elevator v. Sturgis and Son

Dairymen's League Coop. v. Holmes

.197 s.w. 936 (1924)
196 N.W. 191 (1924)
202 N.Y.S. 663(1924)

Wash. Coop. Egg and Poultry Prod. Assn.v.Taylor 210 P. 806 (1923)

Pierce County Dairymen's Assn. v. Templar
Kansas Wheat Gr. Coop. Assn. v. Schultz
Clark v. Milk Producers Assn. of 0.1.

Oregin Gr. 000p. Assn. v. Lents
Brown v. Staple Cotton Coop. Assn.
Texas LB. Cotton Assn. v. Storall
Texas LB. Cotton Assn. v. Storall
Hollingsworth v. Texas Hay Assn.
Tobacco Gr. 000p. Assn. v. Jones
Whitney v. Banners Coop. Grain Co.
Rumiman v. Brown

Iashington Crmb erry Gr. v. Moore
Washington Cranb erry Gr. v. Moore
Phes Co. v. Salem Fruit Union
Phes. Co. v. Salem Fruit Union
Barnett Bros. v. Lynn

Barnett Bros. vi. Lynn

Poultry Prod. of 8. Cal. v. Barlow

Steelmn v. Oregon Dairy League

Baldwin Co. v. Prishkorn

215
216
212
212

96
253
248
246
11 'I
193
193

201
204
201
201
203
203

208
192

83

P.
P.
P.
P.

352 (1923)
311 (1923)
957 (1923)
.611 (1923)

2.0. 649 (1923)
s.w. 1101 (1923)
s.w. 1109 (1923)
s.w. 106 (1923)
S.E. 174 (1923)
11.77. 103 (1923)

N.W. 880 (1923)

P.
P.
P.
P.
P.
P.

P.
P.

222 (1922)
811 (1922)
222 (1922)
970 (1922)
367 (1922)
369 (1922)

93‘ (1921)
790 (1920)

8.0. 69 (1919)

'70

Burn v. Wray Fruit Gr. 000p. 176 P. 417 (1918)

Ga. Fruit Each v. Turnipseed 62 8.0. 542 (1915)
Ludowese v. Farmers 000p. Marketing Assn. 145 H.W. 475 (1914))
Washington Coop. Egg 8c Poultry Assn.

v. Taylor 210 P. 806 (1913)
Reeves v. Decorah 1‘. Coop. Soc. ’ 140 LU. 844 (1913)
Poultry Prod. Assn. V. Barlow 208 P. 93 (1913)
Commonwealth v. Riffitt 148 SJ. 48 (1912)
Araheim Citrus Fruit Assn. v. Yeoman 197 P. 959 (1911)
Cal. Raisin Gr. Assn. v. Abbott 117 P. 806 (1911) ,
Owen Co. Burley Tobacco v. Brumback 107 3.1!. 710 (1908)

Briggs v. U.S. 143 (1.8. 346 (1892)

 

 

  

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