Hayes v. Burns

Mr. Justice Duell delivered the opinion of the Court: The first question requires for its decision the determination as to the nature of the proceeding. This may be easily gathered. from a study of the pleadings, the proofs, the statements of counsel, and the opinion of the learned justice before whom the case was tried. The pleadings clearly show that the main question, and the one without which no other question could have been decided, was the right of the rival parties to the offices to which each claimed to have been elected at the same meeting of the order, in November, 1902, at Niagara Falls. The bill attempts to thinly conceal that this is the principal question by alleging various grounds for equitable relief, and by praying for such relief; but when the case comes on for trial the complainants’ counsel frankly states that the “general object of the bill is to declare that the complainants are the general officers, the general executive board, of the Order of the Knights of Labor, — 247 — and that the defendants are not such, each set of officers claiming to have been elected to those respective offices at the meeting of the general assembly of the Knights of Labor which met at Niagara Falls on the 11th of November of last year, 1902.” The proofs are directed to that question, and it is self-evident that without a finding upon that question the court was powerless to make any other finding. The court clearly recognized this, and we find the statement made in the opinion of the court that “the sole question at issue in the case, therefore, is whether or not the complainants are the legally constituted Order and Officers of the Knights of Labor (Incorporated).” It is manifest that if th.e complainants are not such officers they have no standing in court. Both sets of parties claim to be such general officers of the corporation, and both claim to have been elected at the same convention. The defendants, claiming to be such officers, were in possession of the property of the corporation, and the complainants were compelled to show and prove that they were entitled to the offices, before they could claim the possession of the property and ask that the defendants be enjoined from interference with the rights of the complainants to administer the affairs of the corporation. Approach the case from any and every standpoint, it will always be found that the question which must be first determined is the single, naked question of the title to the offices. We agree with counsel and court that the question of questions is the title to the offices, and until that is decided in favor of the complainants no relief of any nature can be granted them. The defendants were in possession of their respective offices in the corporation,' which was a private one, organized under and by virtue of an act of Congress, and the presumption was that they had been legally elected, and consequently they could only be legally ousted by proceedings brought in proper form. Both the common law and the Code of the District of Columbia clearly point out the legal course to be pursued in determining the title to an office in a corporation such as is the one in question. We apprehend that quo warranto is that remedy. Equity is not the remedy. The adjudicated cases are quite unanimous. They speak with no — 248 — uncertain sound, and such cases as may seem to depart from the rule will be found to be based upon some exceptional fact,— such, for example, as when the title to the office is a mere incident of the case, and not the main or sole question, as it is in the case at bar. Referring to only two or three of the many cases similar to the one under consideration, we find the law seemingly well settled. In Bedford Springs Co. v. McMeen, 161 Pa. 639, 29 Atl. 99, which was a suit in equity, where the relief sought was substantially the same as these complainants ask, we find the court affirming a judgment dismissing the bill upon the ground that the complainant had mistaken its remedy. The court said: “While it is true that the bill in this case was brought to compel the delivery of the property of the company, yet the real controversy as set forth in the bill and answer is upon the validity of the election of the defendants as directors of the company. If they were lawfully elected, the plaintiff has no case and is not entitled to the property claimed. Their title to the office of directors is, therefore, the real question at issue. All the averments of the bill tend to this one subject. Another election of other persons is asserted to have been the only lawful election, and the election of the defendants is alleged to have been unlawful. Thus the title of the one set of directors or of the other forms the matter of contention, and the right to have possession of the property in question is only incidental to the right to the office.” See also Com. ex rel. Gordon v. Graham, 64 Pa. 339; Gilroy's Appeal, 100 Pa. 5. In the latter case the •court said: “It is perfectly clear that such a question” (title to office) “cannot be tried by such a proceeding” (by bill in equity). “The statutory remedy is not only adequate, but it is exclusive.” There is a statutory remedy applicable to this case, which is brought in the District of Columbia, the place of incorporation and the home of the corporation, control of which is sought in this proceeding. The suit was brought after the Code went into effect. Section 1538 of the Code provides that the remedy in this class of cases is by quo warranto. It says: “A quo warranto may be issued from the supreme court of the — 249 — District of Columbia in tbe name of tbe United States, — first, against a person wbo usurps, intrudes into, or unlawfully holds or exercises within tbe District * * * an office in any domestic corporation.” [31 Stat. at L. 1419, chap. 854.] In New England Mut. L. Ins. Co. v. Phillips, 141 Mass. 535, 6 N. E. 534, which was an equitable proceeding, the court, in referring to a subject the same as now under consideration, said: “Appreciating tbe difficulty of maintaining a bill in equity for the purpose of directly determining a contested election, the plaintiff contends, in tbe first place, that the court, being possessed of the cause for the purpose of correcting and restraining a violation of trust, may proceed to enjoin the directors, who bold under and in consequence of sucb violation of trust. The learning of counsel has not furnished us with any instance of such an application of the equitable doctrine invoked in aid of the jurisdiction, and, after some research, we have been unable to find any. This course is open to tbe objection tbat suits to remove or to institute corporation officers do not belong to tbe original jurisdiction of chancery, and tbe right to be sucb officers cannot, in general and in tbe absence of special legislation affording this remedy, be tested by means of an injunction.” The cases cited by complainants’ counsel do not seem in point. Walker v. Johnson, 17 App. D. C. 144, was an appeal from a decree granting a preliminary injunction restraining, pendente lite, tbe bolding of a corporation election. It is not an authority in any view tbat a bill in equity is tbe proper proceeding to try tbe question of title to an office. Goulding v. Standish, 182 Mass. 401, 65 N. E. 803, is not an authority tbat title to an office in an incorporated domestic corporation can be tried in equity. In tbat case tbe plaintiffs and defendants and their associates were members of a voluntary association. Tbe plaintiffs and their associates remained members of tbe association, while tbe defendants and their associates bad refused to comply with tbe laws of tbe association, and bad withdrawn from it and organized a new association. Tbe relief sought was to restrain tbe defendants from removing or interfering — 250 — with the property of the old association, and for its delivery to the plaintiffs. No question of the title to any office was involved. It was a, contest between two independent associations. Watson v. Jones, 13 Wall. 679, 20 L. ed. 666, does not sustain the plaintiffs’ contention. The main question there decided was not that of title to office. Such question at best wa3 an incident in the litigation. The main questions presented were as to the jurisdiction of the circuit court, and as to the character and extent of the jurisdiction vested in those voluntary associations sometimes called ecclesiastical courts, and how far they are independent of the civil courts. The controversy was over church property, and the defendants were enjoined from using or controlling the church edifice and property, and from hindering or preventing anyone from worshiping in the church or participating in any of its religious exercises according to the usages of the church. It was a peculiar case, and the court recognized it as such, and we are unable to find in it any authority for holding that the title to an office in a domestic corporation, where that is the main or sole question to be decided, can be determined by a suit in equity rather than by the common-law and statutory remedy of quo warranto. As we have said, the decisions of the courts are quite in unison in holding the proper remedy to determine the question of title to office to be quo warranto. It appearing that the title to office in a regularly incorporated domestic corporation is the sole or main question at issue herein, as shown by the pleadings, the admission of counsel appearing in the record, and by the opinion' of the trial court; that the defendants were in possession under a claim of election; and that the only standing the complainants had was by virtue of a claimed election, — we are of the opinion that the court was without jurisdiction to try the question in this action, and that it should have dismissed the bill and left complainants to determine the question by quo warranto, as provided by the Code of the District of Columbia, and as warranted by common law. Thus holding it would be improper for us to express any opinion upon the second alleged ground of error. — 251 — From these views it follows that the decree of the court below must be and it is reversed, with costs; and the cause will be remanded to the Supreme Court of the District, with direction to dismiss the bill of complaint. And it is so ordered. Reversed. An appeal to the Supreme Court of the United States was prayed by the appellants, and allowed April 4, 1905.