« ZurückWeiter »
court in numerous cases, and it has been held to be merely a voluntary organization, although incorporated under an act of the general assembly. It is averred in the petition that it owned a building and rented out rooms as offices, from which it derived an income; that this income was insufficient for its expenses and an assessment was required each year, and that the present value of a membership is about eight hundred dollars. This does not change, in any respect, the character of the association, which must be determined by its charter. Any club or voluntary association, whether incorporated or unincorporated, may rent out rooms and derive income therefrom, but the character of the association is not changed by that fact. The right to pursue a business, as a member of such an organization, in the hall of the building devoted to that purpose may be a thing of value, but its value is incidental to the membership, and a determination of such membership destroys the rights under it. This corporation is not bound to admit any person to membership, nor was the relator in any way forced into such association. He voluntarily became a member, and by his contract is bound to abide by the rules and regulations of the board. The courts will never interfere to control the enforcement of by-laws of such associations, but they will be left to enforce their rules and regulations by such means as they may adopt for their government: People v. Board of Trade, 80 Ill. 134. When the relator became a member of the board of trade, he voluntarily submitted himself to the operation of all laws enacted for its government, and agreed to be bound by them so far as within the corporate authority. The by-law in question was not unreasonable, immoral, contrary to public policy, nor in contravention of the laws of the 439 land. A by-law of this board providing that if a member failed to comply with a business contract made with another member he should be expelled, was held to be valid in People v. Board of Trade, 45 Ill. 112, and the validity of this by-law is unquestionable. The court has repeatedly refused to interfere with the disciplinary powers of this board, in equity as well as at law: Fisher v. Board of Trade, 80 Ill. 85; Baxter v. Board of Trade, 83 Ill. 146; Sturges v. Board of Trade, 86 Ill. 441; Pitcher v. Board of Trade, 121 Ill. 412.
In the case of Ryan v. Cudahy, 157 Ill. 108, 48 Am. St. Rep. 305, which was unlike the other cases in this court in not involving the disciplinary powers of the board, but where the board constituted a committee for the trial of disputes as to property rights between members of the board, this court held a member not bound by a proceeding not according to the rules and regulations provided for the action of such committee. In that case, the complainant was held to be entitled to the relief because the committee refused to hear any evidence in his behalf and turned him away without a hearing. In that case, it was said that the complainant, when he became a member of the board, agreed to abide by its rules, regulations, and by-laws, and it was held that, having selected his tribunal, he was estopped from denying the jurisdiction of the committee, either as to the person or the subject matter, and the court expressly disclaimed any intention to interfere with the disciplinary power of the board over its members. No such question is involved in this case as in that. There is no question that the judgment of the board of directors was arrived at in accordance with the rules and regulations of the board. The relator was suspended by a tribunal which he had voluntarily chosen to determine the question, and according to the rules to which he assented in becoming a member, and he had due notice of the proceedings. Such a judgment cannot be collaterally reviewed by the courts. So far as the 440 courts are concerned, the judgment of the board of directors is conclusive, like that of any other tribunal.
It is argued that the charge made was not sufficient to confer jurisdiction. It expressly charged the relator with bad faith and dishonorable conduct in not carrying out a certain agreement of the corporation of which he was president, and a copy of that agreement was attached to the charge. Being the chief officer of the corporation, he was presumably authorized to carry out its lawful contracts. This paper is not to be tested by the strict rules of criminal pleading. The accused was informed in what the bad faith and dishonorable conduct consisted, and his communication to the board, set up in his petition, showed that he was fully informed as to its nature. Anything further would be matter of mere form, affording neither security nor information to him.
Whether the evidence before the board of directors was suffi. cient to authorize its finding cannot be examined into by the courts. The relator stands convicted by the sentence of a tribunal of his own choice. With the question whether that judgment was correct upon the facts the courts have nothing to do. Having given him notice and made due inquiry, where there is no question of the jurisdiction or legality of the proceedings, the courts will not sit as courts of appeal and re-examine the
. To do that would be to usurp an authority in cases of this kind for which there is no justification in the law.
It is urged that the judgment of suspension was invalid. But the by-law provided for such suspension, and the enactment of such a by-law was within the powers of the corporation. The charter provided that the corporation might admit or expel members, but it also provided for such rules, regulations, and bylaws as the members might think necessary or proper for the government of the corporation, and the enactment of the bylaw for suspension was within the power thereby given. The petition showed a case with which the court was powerless 441 to interfere, and the demurrer should have been carried back to it.
The judgments of the appellate court and superior court will be reversed, and the cause will be remanded to the latter court with directions to dismiss the petition.
JUDGMENT-WHEN NOT RES JUDICATA.-The doctrine of res Judicata is applicable only to those judgments, decrees, or orders of record, which are so far material and final that a review thereof may be had, through the ordinary procedure, such as appeals or writs of error: Rockwell v. District Court, 17 Col. 118; 31 Am. St. Rep. 263. An order of the general term reversing a judgment entered upon a verdict directed by the trial court; and ordering a new trial, is not Tes judicata between the parties: See monographic pote to Hawk v. Evans, 14 Am. St. Rep. 252, on res judicata.
BOARDS OF TRADE-RESORT TO COURTS.-A member of a board of trade'must abide by its rules and regulations. If the board, bowever, fails to conduct an investigation in accordance with its Charter and by-laws, its judgment is not binding. Hence, if property rights are involved, courts have power to so far supervise the action of a board of trade as to determine whether it has proceeded According to the rules and regulations provided for its action, and if It has failed in a substantial manner, courts may correct abuses Which may result from its unwarranted proceedings: Ryan v. Cudahy, 157 111. 108; 48 Am. St. Rep. 305, and note.
TO COURTS–RES JUDICATA. Voluntary associations are bound by their constitutions, by-laws, rules, etc., so far as they are reasonable, and not in contravention of the law of the land or of public policy: See monographic The decisions of any kind of a voluntary society or association in admitting, disciplining, suspending, or expelling members are of a quasi judicial character, and the courts will never interfere in such ant to the rules and laws of the society, in good faith, and not in violation of the law of the land. If it is found that the proceeding was had fairly, in good faith, and pursuant to its own laws, and that there was nothing in it in violation of the law of the land, the senMasonic etc. Ben. Assn., 58 Conn. 552; 18 Am. St. Rep. 296, and mon
conclusive, like that of a judicial proceeding: Connelly v. ographic note thereto discussing the right of members of voluntary ussociations to redress in the courts. The courts will decide whether a ground of expulsion is well taken: Otto v. Journeyman etc. Union, ber of Social mub, after conviction under fitoh Charter and by-da wa
In good faith and in a proper and legal manner, renders the case res
a judicata, and precludes its re-examination by a court of justice: Commonwealth v. Union League, 135 Pa. St. 301; 20 Am. St. Rep. 870.
CORPORATIONS-PRESUMPTION AS TO AUTHORITY OF PRESIDENT.–The president of a manufacturing corporation, who is in the active conduct and management of the business, must be presumed to have all tbe powers of any agent exercising like control and management, and to bare authority to do what is done by such agents: Note to Wait v. Nashua Armory Assn., 49 Am. St. Rep. 631. One dealing with the president of a corporation, in the usual course of business, and within the powers which he has been accustomed to exercise without objection from the directors, has the right to assume that he has been invested with those powers: National State Bank v. Vigo County Nat. Bank, 141 Ind. 352; 50 Am. St. Rep. 330.
MEDINAH TEMPLE COMPANY V. CURREY,
(162 ILLINOIS, 441.) LANDLORD AND TENANT-ASSIGNMENT OF LEASEHOLD ESTATE FOR BENEFIT OF CREDITORS.-A valid volun. tary assignment for tbe benefit of creditors transfers the title of all the assignor's property to the assignee. Hence, a voluntary assignment of a leasehold estate, for the benefit of creditors, when accepted by the assignee, transfers the leasehold interest as would a sale and transfer of the lease to a purchaser in the ordinary way.
LANDLORD AND TENANT-FORFEITURE BY ASSIGNMENT.-If a lease contains a condition that it shall not be assigned without the written consent of the lessor, and provides for a forfeiture if the condition is broken, the covenant is broken by the lessee's voluntary assignment for the benefit of creditors, and the lease may be forfeited for the breach, because such an assigpment transfers the lessee's interest by his voluntary act, and not by operation of law.
LANDLORD AND TENANT-ASSIGNMENT-WAIVER OF FORFEITURE-RENT.-If a lessee violates a condition of his lease by making a voluntary assignment for the benefit of creditors, for which breach the lease may, by its terms, be forfeited, and the assignee occupies the premises for a time without electing whether to accept or to refuse the lease, the landlord's right to declare a forfeiture, because of such assignment, is not waived by his receiving rent from the assignee for the period covered by the latter's occupation of the premises.
M. B. and F. S. Loomis, for the appellant.
449 WILKIN, J. Appellant leased to the F. Halbe Baking Company certain property in the city of Chicago for the term of five years. The lease contained this condition: "The said lessee shall not assign this lease, or let or underlet said premises or any part thereof, without the written consent of the lessor," and provided for a forfeiture if the condition was broke en. After the term had run some ten months, the lessee made a
general voluntary assignment for the benefit of its creditors, naming Arthur L. Currey as assignee, who took possession of the leased premises and afterward claimed to hold the same under said lease. Appellant filed its petition in the courty court of Cook county, where the assignment proceeding was pending, praying that court to declare the lease forfeited under the above condition. This petition was denied, and it appealed to the appellate court, where the order 443 of the county court was affirmed, and it now brings the case to this court.
By agreement of parties, the only questions presented for decision in the appellate court and here are, whether the condition was violated by the assignment so as to entitle the lessor to declare a forfeiture of the lease, and, if it was, whether the right of forfeiture was waived by the subsequent acts of the parties.
The general voluntary assignment by the lessee no doubt had the effect to transfer its leasehold interest to its assignee. True, the assignee might have refused to take it, and would be understood to have done so if he had not expressly or by unequivocal acts accepted it: Smith v. Goodman, 149 Ill. 75; Burrill on Assignments, sec. 374. The latter question is not, however, involved here, it being admitted that there was a positive election on the part of the assignee to accept the lease prior to the filing of the petition in the county court.
We have held that a valid voluntary assignment under our statute transfers the title of all the assignor's property to the assignee: Davis v. Chicago Dock Co., 129 Ill. 180; Freydendall v. Baldwin, 103 Ill. 325; Lowe v. Matson, 140 Ill. 108; Smith v. Goodman, 149 Ill. 75; Orr v. Hanover Fire Ins. Co., 158 Ill. 149; 49 Am. St. Rep. 146. In the latter case we said (page 154): Upon the execution and delivery of the deed of assignment, all the title and interest originally held by the assignor passed from him to the assignee. His legal interest was gone and the right of possession was gone. The assignee was clothed with the right and power to sell and convey the property and distribute the proceeds among the creditors. After the assignment, the assignor had no more control over the property than he would have in case of an absolute sale.” It is clear, under these decisions, that a voluntary assignment of a leasehold estate, when accepted by the assignee, has the same effect as would the sale and transfer of the lease to a purchaser in the ordinary way.
444 But it is claimed the transfer in the case of a voluntary assignment is by operation of law, and therefore, under the wellestablished rule of law, no breach of the assignor's condition.
AX ST. REP., VOL. LIII. – 21