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agent exceeding the scope of his usual line of duty, only those members are liable who can be shown to have authorized or ratified his acts. Thus if the association works on a cash basis, then the mere fact of membership does not make one personally liable for its debts,' unless he can be shown to have advised, sanctioned or ratified the transaction. So, it has been held that personal liability attaches to the members of a fire-engine company who vote that one of their number shall see to fitting up their rooms, to club-men who concurred in the purchase of plate,' to the members of a lyceum who voted for the appointment of a committee to purchase books, to those members of a pigeon-breeding association who participated in a vote authorizing expenses to be incurred for the purpose of an exhibition, not specifically authorized by the constitution or by-laws of the club, and to those who assented to be bound by such vote.

§ 173. Social clubs. Social clubs have been variously likened to corporations, partnerships, mutual benefit associations, joint stock companies and to bodies of co-owners or tenants in common. But a club is not a corporation, nor has it

erection of the building by voting for or advising it, and those members who in any way assented to the undertaking or subsequently ratified it, were alone liable for the amount of the certificate. Second, that the seal must be deemed as that only of the officers signing the certificate, and of those who advised the affixing of it thereto.

22.

6 Ray v. Powers, (1882) 134 Mass.

7 Clubs, it is true, resemble corporations in that, in a sense, they have perpetual succession; they resemble partnerships in that they share some benefit between the members, and companies in that they are undoubtedly associations; they are sometimes co-owners, and they do confer mutual benefits; but they differ from all these-from corporations in that they do not act or suffer as a whole; from partnerships and companies in that they are not formed for the purpose of gain or prevention 3 Newell v. Bordin, (1880) 128 of loss; from co-owners in that they Mass. 31. have not the right of co-owners in

1 Flemyng v. Hector, 2 Mees. & W. 172; Todd v. Emly, 7 Mees. & W. 427.

2 Ash v. Guie, (1881) 97 Pa. St. 493; s. c. 39 Am. Rep. 818; Ferris v. Thaw, (1880) 72 Mo. 446.

4 Delaunay v. Strickland, 2 Stark, the transmission of their interest, N. P. 366. and from mutual benefit societies,

Ridgely v. Dobson, 3 Watts & because the nature of the benefits they confer is definite and they are

S. 118.

a quasi-corporate character,' having no existence apart from its members. While in respect of the relation of club men among themselves the organization may be said to be a partnership, it is not a partnership in its relation to outsiders. It is not a mutual benefit society, for the mutual benefit therein. referred to is of a pecuniary nature, which the purposes of a social club do not contemplate. No deductions as to clubs drawn from any of these institutions are of much service in understanding or dealing with clubs."

§ 174. Mutual benefit societies.-Mutual benefit societies. not engaged in trade and not partaking of a corporate character, are dealt with in courts of equity for many purposes as partnerships. But in relation to strangers and in respect of personal liabilities of their members they stand more upon the footing of clubs than of trading associations. But the Ameri

not regulated by act of parliament. ment, that the members of a club, Leache's Club Cases, 10, 11.

1 Clubs have sometimes been called quasi-corporations, but the term is either misleading or unmeaning. It is misleading if it implies that a club has any existence apart from its members, or can be regarded as in any way acting as a whole; and, if it does not mean that, it is simply unmeaning. Leache's Club Cases, 6. 2" An unincorporated club, although it is a collection of individuals united in one body, which is formed by a changeable set of members, has no existence, apart from its members, as a corporation has, inasmuch as it is not created by a grant from the sovereign power." "Club Law," 27 Alb. L. J. 326.

The rights of associates in the property, and the modes of enforcing these rights, are not materially different from those of partners in partnership property. "Club Law," 27 Alb. L. J. 326; McMahon v. Rauhr, 47 N. Y. 69.

In Walter v. Thomas, 42 How. Pr. 344, it is assumed, without argu

formed for social purposes, are not partners. A club is not even a quasipartnership. A quasi-partnership, or, a partnership as against third persons, may be created even without an agreement to share profits, by two or more persons holding themselves out to the world as partners, even though they are not such. Lindley on Partnership, 33 and 37. But it is manifest the members of a club do not hold themselves out as partners. The conclusion of reason therefore is, that a club is not a partnership or quasi-partnership. Leache's Club Cases, 7.

5" Club Law," 27 Alb. L. J. 326; Irvine v. Forbes, 11 Barb. 587. 6 Leache's Club Cases, 11.

7 Beaumont v. Meredith, 3 Ves. & B. 180. In Gorman v. Russell, 14 Cal. 532; s. c. 18 Cal. 688, the Riggers & Stevedores Union Association of San Francisco was held to be a partnership. Pierce v. Piper. 17 Ves. 15; Collyer on Partnerships, § 53.

8 Flemyng v. Hector, 2 Mees. & W. 172.

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can Mutual Exemption Society, formed for the object of raising funds to free its members from military draft, was held in New York to be a partnership, on the ground that it was not organized under any general or special law.1

§ 175. Lodges.-Lodges of Free Masons, Odd Fellows and the like, being in the nature of benevolent and social societies and having no community of interests for business purposes, are not to be classified as partnerships nor are their members personally liable in the same manner as the members of a firm. There is an early case in which, a society of Odd Fellows, an association of persons for purposes of mutual benevolence, having erected a building, which was afterwards sold at sheriff's sale in satisfaction of merchants' liens, the court said in regard to the distribution of the proceeds that as respected third persons, the members were partners, and that lien creditors, who were not members, were entitled to preference as against the liens of members. But "had the members been called joint-tenants of the real estate, the same principle in the distribution would have applied," and the ratio decidendi of the case may well be questioned. As stated above, the liability of the members of a club to persons with whom the executive committee has contracted, stands upon the relation of principal and agent rather than upon any connection as part

1 Koehler v. Brown, 2 Daly, 78.

2 Ash v. Guie, (1881) 97 Pa. St. 493; s. c. 39 Am. Rep. 818; Payne v. Snow, 12 Cush. 443. In holding that the court would not dissolve a "tent" of the Order of Rechabites, the New York court of appeals said, per Miller, J.: "Associations of this description are not usually partnerships. There is no power to compel payment of dues, and the right of the member ceases when he fails to meet his annual subscription. This certainly is not a partnership, and the rights of co-partners as such are not fully recognized. The purpose is not business, trade or profit, but the benefit and protection of its

3

members as provided for in its constitution and by-laws. In accordance with well established rules, no partnership exists under such circumstances." Lafond v. Deems, (1880) 81 N. Y. 507, 514. Acc. McMahon v. Rauhr, 47 N. Y. 67. In Lloyd v. Loaring, 6 Ves. 773, although the members of a Masonic lodge were held liable individually it was on the ground of joint-ownership of personal property. There was no intimation in Lord Eldon's opinion that he considered them to be partners.

3 Babb v. Reed, 5 Rawle, 151.

4 Ash v. Guie, 97 Pa. St. 493, criticising Babb v. Reed, 5 Rawle, 151.

ners. And a mutual benefit society, such as a Masonic or Odd Fellows lodge, partakes more of the character of a club than of a trading association. So where a lodge has bought a piece of land and erected a building thereon to be used as a place of meeting, there is, in the absence of evidence, no inference that a person who joined the lodge, thereby bound himself as a partner in the business of purchasing lands and erecting buildings, or as a partner so that other members could borrow money on his credit. Neither the officers, nor

a committee, nor any number of members, have a right to contract debts for the building of a temple, which would be valid against every member from the mere fact of membership.* But those who engage in the enterprise are liable for the debts they contract, and all are included in that liability who assent to the undertaking or subsequently ratify it. And so with reference to borrowing money. A member who subsequently approves the borrowing can be held liable on the ground of ratification of the agent's acts.

§ 176. Stock-exchanges.- Brokers' boards, stock and produce exchanges, and organizations of that charter, occupy a peculiar position in the law. They can not be said to be strictly co-partnerships, since their objects do not come within the definition of one. For the objects of a voluntary association of brokers do not involve any combination of property or labor or any communion of profits from the business transacted by the members. Like a business club, its principal

1 Vide supra, §§ 169, 170; Flemyng v. Hector, 2 Mees. & W. 172, per Lord Abinger.

ject to the control of the courts, exercised in the same general manner as towards corporations, and will be

2 Ash v. Guie, (1881) 97 Pa. St. 493; enjoined from improperly expelling s. c. 39 Am. Rep. 818.

Ash v. Guie, (1881) 97 Pa. St. 493. ♦ Ash v. Guie, (1881) 97 Pa. St. 493. 5 Ash v. Guie, (1881) 97 Pa. St. 493. Ash v. Guie, (1881) 97 Pa. St. 493; Ferris v. Thaw, 72 Mo. 446.

7 See Hirsch on Fraternal Societies, 8. A board of brokers is not strictly a corporation, partnership or joint-stock company, but a voluntary association, and, in respect to its powers of expulsion, etc., sub

a member. Leech v. Harris, 2 Brewst. (Pa) 571.

8 Belton v. Hatch, (1888) 109 N. Y. 593; s. c. 4 Am. St. Rep. 495. "The New York Stock Exchange," for example, "is a voluntary association of individuals, united, without a charter, in an organization for the purpose of affording to the members thereof certain facilities for the transaction of their business as brokers in stocks and securities, and

object is the promotion of the convenience of its members by furnishing facilities which aid them in doing their business.' The rights and liabilities of the associates are not, however, substantially different from those of partners. They are individually responsible for the illegal acts of their managers or officers. And even though incorporated, the members may be held personally liable in an action to recover moneys deposited as wagers upon the rise and fall of the market."

§ 177. Political associations and campaign committees.— The members of a political association, known as the Morgan and Webb Association, who advised or assented to giving a ball, thereby became personally liable for the supper furnished at the same. And the members of a committee of a political party who voted for a resolution whereby a campaign worker was employed, became personally liable for his pay; and the expiration of the terms of office did not excuse those members nor make their successors liable for the debt."

§ 178. Limited partnerships.-A limited partnership occupies a middle ground between ordinary partnerships and corporations. The nature and extent of the liability attaching to its members is to be determined by reference to the statute under which it was organized, and persons dealing with it are bound by the limitations fixed therein. Thus

a convenient exchange or sales-room for the conduct of such transactions." Belton v. Hatch, (1888) 109 N. Y. 593; s. c. 4 Am. St. Rep. 495. 1 Belton v. Hatch, (1888) 109 N. Y. 593; s. c. 4 Am. St. Rep. 495. A member of the Stock Exchange having forfeited his seat, has no right to moneys received from another admitted to the place vacated by him. Belton v. Hatch, (1888) 109 N. Y. 593; s. c. 4 Am. St. Rep. 495.

so-called "Produce Exchange," to recover moneys deposited as wagers upon the rise and fall of prices of grain, it was held to be no defense to claim that, the corporation having been legally chartered for an apparently lawful purpose, the incorporators could not be held individually liable for the illegal acts of its managers or officers, where the evidence showed that the incorporation was but a cloak used to cover illegal

2 Leech v. Harris, 2 Brewst. (Pa.) acts which were contemplated in the 571.

McGrew v. City Produce Exchange, (1887) 85 Tenn. 572.

4 Thus in McGrew v. City Produce Exchange, (1887) 85 Tenn. 572, an action against the incorporators of a

organization, and afterwards done as a business.

36.

Downing v. Mann, 3 E. D. Sm.

6 Sizer v. Daniels, 66 Barb. 429.
7 Andrews Brothers Co. v. Youngs-

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