Hill v. Rauhan Arre

• Citation: 200 Mass. 438,86 N.E. 924
• Parties: HILL et al. v. RAUHAN ARRE et al.
• Decision Date: 06 January 1909
• Court: United States State Supreme Judicial Court of Massachusetts

200 Mass. 438

86 N.E. 924

HILL et al. v. RAUHAN ARRE et al.

Supreme Judicial Court of Massachusetts, Worcester.

January 6, 1909

COUNSEL

James A. Stiles and Joseph P. Carney, for plaintiffs.

Geo. R Warfield and David I. Walsh. for defendants.

OPINION

HAMMOND J.

The parties having waived certain questions arising under the pleadings have agreed that the sole question to be submitted to the court is 'whether on the facts found by the master (subject to the preceding waiver) the vote of May 5, 1905, by which the Young People's Society Wainala voted to join the Workingmen's Society Imatri No. 3, and succeeding votes, were effective and operative against the objecting minority to combine said societies and to transfer said property described in the bill or the right to the said property to the said Workingmen's Society Imatri No 3.' And it is agreed that if the question be decided in the affirmative the bill shall be dismissed; if in the negative, then a decree is to be issued for the conveyance of the property to a trustee for the benefit of the Young People's Society Wainala.

The property in dispute consists mainly of an equitable interest in a certain undivided part of real estate paid for by the society, the legal title to the whole of which stands in the defendant, Rauhan Arre, a corporation established under the laws of this state. The Wainala was an unincorporated society, and the power of the majority to control the rights of the minority, or the action of the minority, was determined by the constitution and by-laws. McFadden v. Murphy, 149 Mass. 341, 21 N.E. 868; Kane v. Shields, 167 Mass. 392, 45 N.E. 758. In any case not thus provided for no action could be taken binding all unless assented to by all.

The votes in question provided in substance that the Society Wainala should be annexed to the Workingmen's Society and the property of the former should be transferred to the latter. The purpose for which the Wainala was organized does not clearly appear in the record, nor are its laws set forth as a whole. So far as appears by the record, the defendants rely upon the following, to wit: 'If several motions are made regarding the same question and no unanimous decision can be obtained, said question will be voted on, and the wish of the majority shall prevail, except in the purchase or the sale of real estate, in which case two-thirds majority must be the settling vote. Votes can be...