Board of Trade of Chicago v. Weston

ALOSCHULER, Circuit Judge. The facts under which arise the questions involved in this appeal are set forth in the statement by the District Court preceding its opinion rendered in the cause. The opinion of that court, which, with the statement of facts, is to be found on pages 18 to 26 of the printed transcript herein, in our judgment correctly applies the law to the facts, and has our entire concurrence. [3] Complaint is made that, if the last paragraph of the court’s ' [338] decree is sustained, and certificate is issued by appellant in accordance with the command thereof, the trustee in bankruptcy will thereby acquire membership in the Board for general purposes regardless of the provision of section 2 of rule 10 of its by-laws, requiring as a condition of transfer of membership that the transferring member “has against him no outstanding, unadjusted, or unsettled claims or contracts held by members,” and requiring the person to whom membership is to be transferred to be approved by the board of directors. The paragraph of the decree is as follows: “It is further ordered, adjudged, and decreed that, in order to enable said Thomas G. Weston, as such trustee, to sell and dispose of said membership for the benefit of said estate, said Chicago Board of Trade issue to Thomas C. Weston, as such trustee,'a membership certificate, as provided for in section 2, rule 10, of the Articles of Incorporation, Buies, By-Laws, and Begulations of said Chicago Board of Trade.” It is clear from the paragraph, that it was not thereby intended to invest the trustee in bankruptcy with membership in the Board of Trade, carrying with it the privileges which ordinarily inhere in such membership. Such conclusion is required not only from the very situation, but is plainly indicated from the purpose of the decree as therein expressed in the words “in order to enable said Thomas C. Weston as said trustee to sell and dispose of said membership for the benefit of said estate.” The certificate of membership to be issued under the decree will be such only as will enable the trustee to take such steps looking to the -sale, disposition, and transfer of the membership as Glavin himself, if not in bankruptcy, might have done, but without in any manner concluding, binding, or foreclosing appellant with reference to any rights or obligations it may have under the aforesaid section 2, rule 10 of its by-laws. The decree of the District Court is affirmed.