St. Paul Typothetæ v. St. Paul Bookbinders' Union No. 37

102 N.W. 725, 94 Minn. 351, 1905 Minn. LEXIS 429

• Court: Supreme Court of Minnesota
• Decided: March 10, 1905
• Docket: Nos. 14,186—(126)
• Status: Published

Opinion

BROWN, J.

This action was brought by the St. Paul Typothetae, an unincorporated association of persons, firms, -and corporations engaged in the business of printing and bookbinding, and the West Publishing Company, a corporation and member of the association, against the St. Paul Bookbinders’ Union No. 37, an unincorporated association of printers and bookbinders, and the members thereof, to recover damages for an alleged breach of contract. . Separate demurrers were interposed to the complaint, one by the Bookbinders’ Union, and one by the individual members thereof, the grounds of which are (1) that plaintiff St. Paul Typothetse has no legal capacity to sue, and (2) that the complaint does not state facts sufficient to constitute a cause of action against the union in favor either of the Typothetse or the West Publishing Company. The demurrer as to the West Publishing Company was sustained, but overruled as to the Typothetse. Both parties appealed.

The complaint alleges that the persons, firms, and corporations named therein, twenty five in number, are associated together and doing business in St. Paul under the name and title of “St. Paul Typothetse”; that each of the said persons, firms, and corporations were at all times named therein engaged in publishing and bookbinding, and employers of such printers as were necessary to carry on and conduct their several enterprises; that the object in the formation of the Typothetse was the protection- and promotion of the interests of its several members, correcting abuses, promoting concerted action, reconciling differences, and adjusting controversies between employer and employee, and particularly in securing definite, stable, and harmonious relations between the various members of the association and their respective employees. It further alleges that defendant St.'Paul Bookbinders’ Union No. 37, is an unincorporated association composed of the persons named therein, the object and purpose of which is the advancement and protection of the mutual and individual interests of all its members in the matter of employment, labor, and wages, and especially the regulation of the relations between employer and em-1 ployee in the bookbinding trade. It further alleges that on November 21, 1903, plaintiff St. Paul Typothetse and defendant Bookbinders’ Union, for a valuable consideration, by and through their officers entered into a certain contract, a copy of which is attached to and made a part of the complaint.

It is unnecessary here to set out the contract in full. It provides generally the terms of employment between the firms and corporations forming the Typothetae, and the members of the union; classifying employees, and fixing their compensation in accordance with the nature of the work of each, and specifying generally the terms and conditions of employment. It specially provides that during the life of the contract no strike or lockout shall occur, and that any differences which may arise as to the construction of the contract shall be settled by arbitration, providing the parties do not reach an amicable agreement. The complaint alleges a breach of this contract on the part of the union and its members; that the members of the union in the employ of the West Publishing Company, a party plaintiff and member of the Typothetse, went out on a strike without cause or provocation, and without a submission of their grievance to arbitration, to- the great damage of that company. The complaint further alleges that at the time the contract was entered into it was well known, understood, and agreed by all the parties that said association, St. Paul Typothetse, was not an employer of labor, and did not intend to employ any labor or workmen whatsoever, and that each and all the provisions, covenants, conditions, and agreements in said contract to- be performed and kept by the union and its members were made for the benefit of each and all the members of the Typothetse who were then employing, .or should thereafter during the life of the contract employ, workmen. The only questions necessary to be considered on this appeal are (1) whether the Typothetse has legal capacity to sue, and (2) whether the complaint states a cause of action against the Bookbinders’ Union. Whether the complaint states a cause of action in favor of the West Publishing Company against the individual members of the union is not presented by the demurrer. And whether it states a cause of action in favor of that company against the union, as an organization, is determined by the further question whether the union may be sued in its association name.

The Typothetse and Bookbinders’ Union, so far as their legal status is concerned, occupy the same position. Both are unincorporated voluntary associations, and the principles of law applicable generally to unincorporated clubs and societies apply to each. The position such organizations occupy under the law is a question upon which the courts are not fully agreed. It is generally acknowledged that they are sui generis, but the courts have had difficulty in agreeing upon the legal principles to apply to them. Many cases hold that in some of their relations they are to be regarded as copartnerships, and governed by the general laws applicable to that relation, and that in other respects-the law of corporations applies to their affairs. The distinction in this respect is made (1) as to cases involving rights between the association and third parties dealing with it, and (2) as to cases involving controversies between the members respecting the property owned by the association. Niblack, Ben. Soc., 221. Such organizations are properly divided into two classes, viz., those organized for the purpose of conducting some business enterprise, and those whose purpose is solely the promotion of the interests and welfare of their members, unaccompanied by any business functions. As to this class, it would seem that the law of principal and agent should apply. Ehrmanntraut v. Robinson, 52 Minn. 333, 54 N. W. 188.

Both the Typothetse and the Union come within this class. The Typothetse is not a business association within the proper meaning of the term; it is not engaged in employing labor, or entering into trade contracts on its own behalf. Its exclusive occupation, as disclosed by the complaint, is that of promoting and protecting the persons, firms, and corporations composing it in controversies with their employees, and, as their representative or agent, entering into on their behalf contracts with such employees. So far as the complaint discloses, it has no capital stock and no property. The union is an association of employees or workmen organized for similar purposes; it has no capital stock or property; its members do not work under its authority or in its behalf, but for themselves.

But whatever may be the law applicable to such associations generally, there is one respect in which the authorities are agreed, and that is that/at common law they are not, whether organized for business or other purposes, entitled to recognition in the courts in their association name. It is (well settled that, in the absence of a statute otherwise providing, to b« entitled to conduct judicial proceedings in court, a party litigant must be either a natural or artificial person) The rule is correctly stated in 22 Enc. Pl. & Pr. 230, where, in speaking of unincorporated societies, such as those here involved, it is said that(*such societies cannot maintain an action in their association name, but must sue in the,’ name of the individuals composing them, however numerous they may; beTJ Such societies, in the absence of statutes recognizing them, have no legal entity distinct from that of their members. The rule is followed by an unbroken line of authorities, though a different rule has been applied in many of the courts in actions purely of an equitable nature. On the question generally, see Niblack, Ben. Soc. 183; Richardson v. Smith, 21 Fla. 336; Mexican v. Yellow Jack, 4 Nev. 40; Detroit v. Detroit, 44 Mich. 313, 6 N. W. 675; Danbury v. Bean, 54 N. H. 524; Mayer v. Journeymen, 47 N. J. Eq. 519, 20 Atl. 492; Nightingale v. Barney, 4 G. Greene (Iowa) 106; Barbour v. Albany Lodge, 73 Ga. 474; Steamboat Pembinaw v. Wilson, 11 Iowa, 479.

The rule has been changed and modified in many of the states by statutory enactments permitting such associations to sue and be sued in their adopted name. It is claimed in the case at bar that section 5177, G. S. 1894, has changed and modified it in this state. Such is not our understanding of the statute. It provides that when two or more persons associate in any business, transacting that business under a common name, whether it includes the names of such persons or not, the ¿association may be sued by its common name. The statute has been considered in several cases, but in no case to which our attention has been called has it been held that such an association may bring suit in the h name in which it carries on its business. The statute does not provide that actions may be brought in the name of the association, but only that actions may be brought against it. It was construed in Dimond v. Minnesota Savings Bank, 70 Minn. 298, 300, 73 N. W. 182, where it was said that it was enacted in the interests of creditors, to enable them to sue copartners or associations by the name under which they transact' business, and thus avoid the difficulty of obtaining the names of all the persons forming the associations. “The statute was intended to enlarge, not to restrict, the common law in regard to suits against copartners. It does not permit partners or associates to bring an action 1 in their common name, for they have the means of knowing who the associates are.”

This interpretation of the statute is in strict accordance with its evident purpose. The common-law rule that the parties to an action must be either natural or artificial persons has been modified in this state, therefore, only as respects actions against unincorporated associations. An examination of the authorities discloses that in many of the states authority is expressly granted in such cases to sue and be sued, but such is not the statute in this state. The Typothetas comes within the rule, and it is clear that it has no legal capacity to sue.

The rule applies equally to defendant Bookbinders’ Union. That is an unincorporated association similar to the Typothete, and cannot be sued in its common name. Many of the cases above cited were actions against such associations, in which the rule of the common law was applied. See also 22 Enc. Pl. & Pr. 24:2, where it is said that an unincorporated society or association, being considered at common law a co-partnership, cannot, in the absence of statute, be sued in its society or association name; but all the members must be made parties, since such associations have, in the absence of statutory recognition, po legal entity apart from their members. This rule applies to the union, unless it comes within the scope of the statute providing for actions against persons doing business under a common name. The statute, it is clear, was not intended to include associations of this character. Its purpose was to authorize the courts to take jurisdiction over unincorporated associations engaged under a common name in some sort of business in which property is bought and sold, debts contracted-concerns owning and holding property, and incurring pecuniary liability — and not associations of the character of labor unions, having no property, engaged in no business occupation, in a proper sense of the term, and whose only function is the promotion of the interests and welfare of the persons who are members thereof. Such an association is not a copartnership, and the members thereof are liable, if at all, on the contracts of the association oh the law of principal and agent. Ehrmanntraut v. Robinson, 52 Minn. 335, 54 N. W. 188. It is not a copartnership, because the association is engaged in no business enterprise.

In Burnetta v. Marceline, 180 Mo. 241, 79 S. W. 139, a case involving a contract made by a labor union, the court said: “The Miners’ Union is not an organization for the purpose of conducting any business enterprise, but is purely one for the protection of labor against the unjust exactions of capital. The members of the union do not labor in coal mines for the organization, but each member works for himself; and whatever compensation he receives is for the benefit of himself and his family. That the Miners’ Union, as an organization, cannot make a contract for its individual members in respect to the performance of work and the payment for it, in our opinion, is too clear for discussion.” This citation is not directly in point, except in so far as it supports the proposition that the Bookbinders’ Union is not a business association within the meaning and purpose of our statute. The same principle was laid down in Brown v. Stoerkel, 74 Mich. 269, 41 N. W. 921, a case involving an unincorporated association known as the “Knights of Tabor.”

Unless we áre to depart from the interpretation given our statute in the Dimond case, supra, or enlarge it by judicial construction, it must be held that the union cannot be sued in its association name. This we do not feel justified in doing. If it is deemed wise that such associations be vested with authority to sue and be sued in their common name, the legislature, now in session, can readily so provide.

The defendant union is wholly unlike the associations involved in Cornfield v. Order Brith Abraham, 64 Minn. 261, 66 N. W. 970, Steinert v. United Brotherhood, 91 Minn. 189, 97 N. W. 668, and Taylor v. Order Railway Conductors, 89 Minn. 222, 94 N. W. 684. The associations there before the court were engaged in the business of insuring their members, a distinct and well-established line of business. Nor.is the case similar to Gray v. Building Trades Council, 91 Minn. 171, 97 N. W. 663. That was an action in equity to restrain the trades council and its members from certain threatened wrongful and unlawful acts. In cases of that character the courts will proceed against the association and its officers and members, but not against the association alone in its common name.

We have been cited to no case where the court has entertained an action of this kind against an association in its common name, where the point has been raised, and our research has disclosed but one, the Taff Vale case, which arose in England in 1901. Taff Vale v. Amalgamated, L. R. App. Cas. 1901, 426. It was' there held that an association of employees, similar to that of the Bookbinders’ Union, might be sued in its common name. But the decision was placed squarely upon the ground that such associations are expressly recognized and their organization provided for by act of parliament, and, though the act authorizing their organization did not expressly provide that they might sue or be sued, the court held that the right arose by necessary implication from the fact of legislative recognition and the provision of the law empowering the association to own and hold property. Many cases have been found where injunctions have been issued restraining labor unions, their officers and members, from threatened violations of the law, but cases of that nature are not in point.

It follows that the Typothetae has no legal capacity to sue, and cannot maintain the action; that the Bookbinders’ Union cannot be sued in its association name, and neither the Typothetae nor the West Publishing Company can maintain the action against it. Whether, within the rule announced by this court in Rhrmanntraut v. Robinson, supra, on the law of principal and agent, a cause of action is stated in favor of the West Publishing Company against the individual members of the union, is not presented, and we do not determine it. The demurrer interposed by the individual members.of the union does.not raise the question, and we leave it for future consideration, should it ever arise.

The order of the court below overruling the demurrer as to the Typothetae is reversed; that sustaining the demurrer as to the West Publishing Company against the union, as such, is affirmed.