R.L. Association v. . Kellogg

Bartlett, J. This is an appeal from a judgment affirming the judgment of the special term enjoining the defendant from selling or offering for sale any goods, wares or merchandise upon the lots leased by him of the plaintiff, or upon any of its grounds, without first obtaining a license from the plaintiff. The plaintiff is a corporation organized as “ The Bound Lake Camp Meeting Association of the Methodist Episcopal Church of the Troy Conference,” under chapter 617, Laws 1868. The name of the corporation was changed, by order of the Saratoga County Court, July 8th, 1887, to the Bound Lake Association. In Sept., 1868, the trustees adopted a constitution and by-laws, which were, on the 31st day of March, 1869, adopted and approved at a meeting of the stockholders. This constitution declared that the objects of the association were to appoint and hold such camp meetings within the bounds of the Troy conference as they may choose. It further provided that the trustees should elect out of their number a president, vice-president, treasurer, secretary and a prudential committee of three, who, together, should constitute an executive committee and have full power to act for the board of trustees during the interim of their regular meetings, and hold office until their successors were elected. It also provided in a separate article that the executive committee should have general oversight of all the interests of the camp meeting, and that they should arrange “ the prices for tents, ground rents, fees for entrance for teams, railroad fares, privileges for boarding tents and other privileges.” The trial court finds the constitution was legally revised in 1874, but not changed in the particulars material to this action. On the 26th of March, 1887, certain rules and regulations were adopted by plaintiff’s executive committee and posted in public places and distributed among the cottagers, which contained, among others, the following: *353 “ 1. Merchandise, general or special, shall not he sold 01* offered for sale on any lot, or on any place on the association grounds, either on the east or west side of the railroads, without a purchased permit given in writing by the executive committee. * * * “ 4. No peddler, organ grinder, tramp, or other person with goods or wares of any kind to sell, shall be allowed to ply his vocation on the grounds.” On May 3rd, 1890, the executive committee also adopted the following additional rules and regulations: “ No person shall sell or offer to sell goods, wares or merchandise upon any of the lots leased by this association, or upon the grounds of the association, without having first obtained a license or permission therefor from the officers of this association. “No person shall carry on any trade, business or vocation on such lots, or upon the grounds of the association, without first having obtained a license or permission from the officers of this association, or without having first paid the rent or fee. fixed by the officers therefor.” May 5th, 1890, defendant was notified, in writing, by plaintiff’s superintendent, that the selling of merchandise on his lot was in violation of the rules and regulations, and that he was required to desist and refrain from doing so without the written permission of the executive committee. The defendant then informed the superintendent that he proposed to fight it out, and know what he could do, and would continue to sell as-long as he could. On the 24th of May, 1890, copies of the rules adopted on the 3rd. of May, 1890, with a notice of their adoption, and that defendant was required to obey the same,, were served personally on the defendant. This action was-commenced May 26th, 1890. The plaintiff, in "the year 1884, leased to Caroline J. Bancroft lot No. 1426, and to Bice Hall lot No. 1427, and in September, 1886, both of said leases were assigned to the defendant. *354 These leases contained the following provisions, viz.: “ This lease is granted by said party of the first part and accepted by said party of the second part, subject to the following express conditions, reservations and restrictions : * * * “ 5th. This lease is accepted by the said party of the second part, subject to all the rules and regulations which may from time to time be adopted and promulgated by the party of the first part for the government of said grounds, and which are hereby made a part of this lease, as fully to all intents and purposes as if they were incorporated therein. “ 6th. A refusal on the part of the party of the second part, his heirs, legal representatives or assigns, to fulfill all or either of the foregoing covenants, conditions and agreements, shall operate as a forfeiture of this lease, and said party of the first part may, at its option, after such failure or refusal, re-enter ■upon said premises without suit or legal process, and re-pqssess, hold and enjoy the same, as of its first and former estate. To all of which terms, covenants and conditions the parties hereto mutually consent and agree.” On the 26th day of March, , 1887, the executive committee gave permission to the defendant to conduct a store on the lots covered by these leases, for the sale of groceries, dry goods, etc, on the payment of $50 for the year 1887, and for the next four years at the rate of not exceeding $100 per year. Before erecting his store the defendant was informed that he would have to pay for the privilege of. doing business. The defendant, with the exception possibly of the first payment of $50, refused to pay for the privilege of doing business, and continued to sell his merchandise in violation of the rules and regulations of the association. . The questions presented on this appeal are whether the defendant, as assignee of said leases, is bound by the rules and regulations of the association, and whether the rules and regulations adopted by the executive committee are, in contemplation of law, the rules and regulations of the association. The learned counsel for the defendant, in view of the fact that the lease is for a term of ninety-nine years, and renew *355 able for a like .term of years forever, insists that such a lease is in law a fee simple running as it does to the heir and not the legal representative. It is not important to determine, for the purposes of this case, whether the defendant took a fee or something less than a freehold estate. This court has held that where a grantee binds himself by ■a covenant in his deed limiting the use of the land purchased in a particular manner so as not to interfere with the trade or business of the grantor, and the covenant is valid as between , the parties, it is also binding upon and may be enforced against a grantee of the covenantor taking title with notice of the restriction. (Hodge v. Sloan, 107 N. Y. 244.) In the case cited the grantor was a dealer in sand and the grantee covenanted in .the deed that he would not sell any sand off the premises conveyed. The grantee .subsequently made a deed containing no such ■covenant, but his grantee took with notice, and was held to be bound by the original .covenant. Judge Danfoetii said (p. 249): “We see nothing unreasonable in the restriction which the grantee imposed upon himself. He was not a dealer in sand. He wanted to buy the land on the best terms and in the most advantageous way, .and in order to do this it was necessary that he should preclude himself from so using it as that by its means he should enter into competition with the vendor. I cannot find that such a covenant contravenes any rule of public policy, nor that it is incapable of being enforced in a court of equity. It stands upon a good consideration and is not larger than is necessary for the protection of the covenantee in the enjoyment of his business.” This same principle had been previously recognized by this ■court in Tallmadge v. East River Bank (26 N. Y. 105) and Trustees v. Lynch (70 id. 440). Also by the High Court of -Chancery in England in Tulk v. Moxhay (1 Hall & Twells, 105). This court has recently .approved the earlier cases in Rowland v. Miller (139 N. Y. 93). It is quite clear the *356 plaintiff was entitled, in executing either a deed or lease, to. insist upon such covenants as to the use of lots sold or rented as would protect it .in the management of its property in such, manner as would be consistent with the objects of its incorporation. The acceptance of the lease even without becoming a party to it was sufficient to render the lessee and his assigneesubject to its terms and provisions as if they had signed it. (Atlantic Dock Co. v. Leavitt, 54 N. Y. 35 ; Bowen v. Beck, 94 id. 86 ; Post v. West Shore R. R. Co., 123 id. 580.) It is equally clear that the defendant on accepting the. assignment of the leases became vpso facto a member of. the-association and was bound by such rules and regulations as. were afterwards adopted and promulgated. The rules and regulations adopted by the executive committee were found by the trial coiirt to be reasonable and proper, and, in view of the objects for which plaintiff was-incorporated, we are of opinion this finding was authorized. The grounds of the association were dedicated, primarily,, to the purpose of holding camp meetings, which were originally held in tents, but afterwards a large permanent auditorium was erected; buildings were also put up for summer schools and Sunday school assemblies. These exercises,, religious and educational, continue during the summer for about eight weeks, and from ten to twenty thousand people; assemble on such occasions. The grounds were divided into-lots to enable persons habitually attending the camp meetings, to erect cottages. As the principal and primary use of the grounds of the-association was for religious purposes, it is manifest that the plaintiff must necessarily maintain the strictest supervision of its property. The regulation of the vending of goods in a store or from house to house falls within the limits of this reasonable power. This brings us to the remaining question in the case, whether the adoption of the rules and regulations by the executive committee is regular and binds the association and its, members. *357 This depends upon the construction of the constitution adopted by the association in 1869, already referred to, and the powers of the executive committee thereunder. By this constitution (article IV) the trustees were given the general oversight of all the interests of the association, and the executive committee was clothed with full power to act for the trustees during the interim of their regular meetings. 'The executive committee by article VI also have general oversight of all the interests of the camp meeting, and among other things arrange ground rents and other privileges. These powers conferred upon the executive committee were ample to enable it to enact the said rules and regulations, which were posted in public places, distributed among the ■cottages, and received general recognition by the association. We are of opinion that the executive committee were given ■sufficient power by article VI of the constitution to enact rules and regulations, without regard to its authority to act for the trustees when they were not in session, under article IV. The power to arrange ground rents and other privileges fully authorized the enactment of the rules and regulations to which we have already referred. It is also established by the •evidence that these rules and regulations were recognized and acted upon by the trustees and members of the plaintiff in a manner that amounted to legal ratification and confirmation. The state of facts disclosed by this "record clearly entitled the plaintiff corporation to the aid of a court of equity in compelling the defendant to observe the covenants and conditions by which he was bound as assignee of the leases in question. We have examined the various exceptions in the case and find ■no error that should lead to the reversal of the judgment. The judgment is affirmed, with costs. All concur. Judgment affirmed.