A. J. Lindemann & Hoverson Co. v. Advance Stove Works

Mr. Justice F. A. Smith delivered the opinion of the court. Many points are made in the briefs and it will be impossible to discuss all of them or even any of them at very greath length. We shall content ourselves with a brief discussion of the main questions involved. For the purposes of this appeal all the allegations of the bill as amended that are well pleaded must be considered to be true. On the other hand, the demurrer admits none of the conclusions or inferences drawn by the pleader, nor any construction put by the complainant upon contracts referred to in the bill, but not set forth. It is contended that the Stove Founders’ National Defense Association is a voluntary unincorporated association organized for commercial purposes, and for pecuniary profit and gain to its members, and that the members of the association as between themselves are partners, and the rights of those members are governed by the laws of partnership. In our opinion the bill does not show the association to be one for the purpose of gain and profit, or that it is a co-partnership as between the members themselves. No profits attach to the business or work of the association, and none are contemplated by the constitution and by-laws. Its sole function and purpose is to regulate certain affairs of its individual members connected with and related to their individual business enterprises as affected by the demands of the labor unions formed, by their employes, and its principal purpose seems to have its source in the advisability of united action in opposition to the united action of the labor union. Story in his work on Partnership, 5th Ed., Sec. 2, defines the contract of partnership as: “A voluntary contract between two or more competent persons to place their money or effects, labor or skill or some or all of them in lawful commerce or business, with the understanding. that there shall be a communion of profits thereof between them.” In 1st Collyer on Partnership, 6th Ed., Sec. 2, a partnership is defined to be: “A voluntary contract between two or more persons for joining together their money, goods, labor and skill or one or all of them, under, an understanding that there shall be a communion of profits between them, and for the purpose of carrying on a legal trade, business, or adventure. ’ ’ To the same effect is Lindley on Partnership, 2d American Edition, page 1. If a voluntary association does not contemplate trade and profit it is not a partnership. If it accumulates property incidentally in the promotion of .its real purpose that does not change the character of the association. “Voluntary associations not having any well-defined legal status have under the pressure of necessity been-treated by learned jurists as partnerships, and it has been held that in their relations to third persons their members are to be regarded as partners; but since the death of a member does not of necessity work a dissolution of the association, and there exists no authority in a single associate to bind the others, whatever may be their relation and liability to third persons, they are not partners inter sese.” (4th Cyc. 301, Note.) To the same effect are the cases of Burt v. Lathrop, 52 Mich. 106; Hossack v. Development Association, 244 Ill. 274. It is further urged that the defense association is one at will, and its life is terminable at the will of any of its members. This contention, in qur qpinion, is unsqund. Hqssack v. Development Association supra. 25 Am. & Eng. Ency. of Law, 2d Ed, page 1141. It is next urged that the complainant is now entitled to a surrender of the note which it gave on account of the emergency fund of the defense association, and also to its proper proportion of the emergency fund, and that it has no adequate remedy at law to obtain a cancellation of the note. The by-laws of the association as set up in the original bill, gave a member of the association, and therefore appellant, a right when it resigned and retired from business to a proportion of the emergency fund, but it does not give to the appellant, who does not aver that he has retired from business, a right to resign and at the same time claim a proportionate return of the emergency fund when it has not retired from business. The original bill is still a part of the complainant’s bill, although the amendment does not include all of its provisions. The amended bill is not a substitute for the original bill. Lewis v. Lanphere, 79 Ill. 187. We do not think that the defense association is a co-partnership among corporations, nor do we think it is shown by the bill to be inimical to fair trade and commerce. The association is in no sense concerned with commerce and trade. It can only be considered as having any relation to commerce and trade because it seeks to deal in a collective manner with the demands of labor unions. Its objects and purposes are not to regulate prices, although prices may be as a mere incident to its -objects and purposes directly affected. The constitution and by-laws as set forth in the amended bill show the organization to be ah arbitration and conciliation association. No article, section or by-law set forth shows that it fixes prices or any of the elements of prices, or that it in any manner restricts production. We do not think it restricts the right of a laborer to dispose of his labor. The averments o.f the bill which seek to raise these questions, and upon which this contention is made, -are mere conclusions of the pleader. ■ The bill does not aver the terms of any of the conference agreements. It merely states that these agreements were entered into annually, but does not' give the terms of the agreements. The pleader then concludes that the effect of these agreements was to restrain and restrict the right of laborers to dispose of their labor, and" that they tended to stifle competition and to increase the rate of wages and thereby increased the cost of production. But upon an examination of the bill we are unable to say whether there is any foundation for the inferences and conclusions stated in the bill, for the reason that no facts are averred and no agreements are set out for the inspection of the court. It would be futile to the last degree for the court to discuss propositions based upon such averments of the bill. We find no errors in the decree, and it is affirmed. Affirmed.