Strong v. Los Nietos & Ranchito Walnut Growers' Ass'n (1902) · DecisionDepot

Strong v. Los Nietos & Ranchito Walnut Growers' Ass'n

Name: California Superior Court Tentative Rulings
Creator: DecisionDepot
License: https://creativecommons.org/licenses/by-nc/4.0/

California Supreme Court Nov 18, 1902 No. L.A. No. 1042.Published

Before: Gray

AI Brief

AI-generated · verify before citing

Holding. The court held that the plaintiffs failed to establish that the defendants withdrew from the original association, and because the defendants remained members, they could not be excluded from their property rights in the association.

Issues

Whether the defendants withdrew from the original association, thereby forfeiting their interest in its property and business.
Whether the plaintiffs are entitled to an accounting and injunction against the defendants based on the theory of withdrawal.

Disposition. affirmed

Quotations verified verbatim against the opinion

“The burden was upon plaintiffs to establish this withdrawal upon the part of defendants, and we think the evidence fails to show a withdrawal, and that the finding that they did not withdraw is therefore correct.”

“If they are still members of the old association, whether it be a firm, partnership, or just a plain, joint association, they cannot be deprived of their rights in the property thereof.”

Synopsis

The facts are stated in the opinion.

GRAY, C.

In 1887 the walnut-growers of a certain section of Los Angeles County, consisting of more than a hundred persons, and including some four of the plaintiffs herein, entered into written articles of association for the purpose of disposing of the walnuts grown by the individual members. The articles prescribed the time of the existence of said association as ten years from and after the first Tuesday in June, 1893. The association was not incorporated, but under its articles the defendants H. L. Montgomery, T. L. Gooch, and A. Dorman were elected directors, and continued to act as such, Dorman being president, Montgomery vice-president, and Gooch treasurer, until March, 1896, when these directors, together with upwards of a hundred other persons belonging to the association, attempted to dissolve the same by incorporating under the act of 1895, entitled “An act to provide for incorporation, operation, and management of co-operative associations.” (Stats. 1895, p. 221.) They did incorporate under this act in March, 1896, and adopted the name of the old association as the name of the new corporation, and took with them into the new concern the books and other personal property of the old association, and also continued to use the same tradé-mark as had been used before the incorporation. Four of the old association refused to join in the incorporation, but have treated, the members of the corporation as having withdrawn from the original concern, and have added four new members to their number, have .elected new officers, and now these eight members, claiming to represent the old association, bring this action in its name, making the corporation and Gooch, Montgomery, and Dorman defend

[609]

ants, and praying that the individuals named as defendants be compelled to account to plaintiffs for all profits and advantages accruing to the former in the management of the affairs of the association plaintiff, and that they account for and deliver up to plaintiffs all property of the association or its value; that defendants be enjoined from using the said trade-mark or interfering with the business of plaintiffs, and for damages in the sum of $7,500. Upon a trial the defendants obtained judgment, and this appeal is by plaintiffs from an order denying them a new trial. There is no appeal now before us from the judgment, and consequently we must ignore all those questions argued in the briefs, which can be disposed of only on appeal from the judgment.

Related research

out giving up all their interest therein and yielding all their right to the property thereof. That they did not intend to yield any of their property rights is manifested by the fact that they took with them into the incorporation everything of value that belonged to the association. How can we say that they intended to abandon that to which they cling with so ■much tenacity? What they intended to do' was not to withdraw from the old association, but to destroy and obliterate it, ■and erect the incorporation upon the place where it formerly stood. Perhaps they failed in their efforts, but that is no reason for excluding them from valuable property rights which they have shown no disposition to abandon. There was nothing shown at the trial which would constitute a withdrawal under the contract by which the parties associated themselves together; the facts presented would not constitute a with-, drawal under any law or by analogy to any law that has been, called to our attention; nor do the facts naturally lead the mind to infer an intention to withdraw from the association. An intention to do one thing does not necessarily carry with it an intention to do another thing differing entirely in its .results from the thing intended to be done, i The whole theory of plaintiffs’ case seems to be based upon, this proposition of withdrawal from the old association, and ■consequent abandonment and loss of all right in the property, and business thereof, and the finding against them on this question being upheld, it matters not whether the other findings are correct or not, they cannot recover. A decision that the old association was not a partnership—a question much discussed in the brief of counsel—would not affect the vital question of their present interest in the property and affairs of the old concern. If they are still members of the old association, whether it be a firm, partnership, or just a plain, joint association, they cannot be deprived of their rights in the property thereof.

AI Brief

Synopsis

GRAY, C.

More from California Supreme Court

Related research

AI Brief