Council of Jewish Women v. Boston Section, Council of Jewish Women

• Decision Date: 27 May 1912
• Citation: 212 Mass. 219,98 N.E. 862
• Parties: COUNCIL OF JEWISH WOMEN et al. v. BOSTON SECTION, COUNCIL OF JEWISH WOMEN, et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

212 Mass. 219

98 N.E. 862

COUNCIL OF JEWISH WOMEN et al. v. BOSTON SECTION, COUNCIL OF JEWISH WOMEN, et al.

Supreme Judicial Court of Massachusetts, Suffolk.

May 27, 1912

COUNSEL

Edward F. McClennen, of Boston, for appellants.

Lee M Friedman and Philip Rubenstein, both of Boston, for appellees.

OPINION

SHELDON J.

The bill as amended is brought only by a New York corporation in its own right. Accordingly the case must be considered as if the action of the defendant corporation now complained of had been taken with unanimous consent of all its members and with the observance of all due formalities. Of such merely corporate action, affecting only the conduct of the corporation within the scope of its chartered powers, other parties cannot complain on the ground of irregularities or other formal defects. Beecher v. Marquette Rolling Mill, 45 Mich. 103, 7 N.W. 695; St. Louis Bank v Grenada Bank, 83 Miss. 610, 35 So. 569; Central Trust Co. v. Condon, 67 F. 84, 104, 14 C. C. A. 314. This leaves no ground for the maintenance of the bill.

The defendant is a Massachusetts corporation, deriving its franchises and privileges from the laws of this commonwealth and under obligation to conform to those laws. It has not been incorporated also under the laws of any other state. See Attorney General v. New York, New Haven & Hartford Railroad, 198 Mass. 413, 417, 84 N.E. 737. It has no rights and is subject to no liabilities under the laws of any other state. It could not make itself permanently subordinate to any other authority. Hill v. Rauhan Aarre, 200 Mass. 438, 86 N.E. 924; Saltman v. Nesson, 201 Mass 534, 541, 88 N.E. 3; Thomas v. Railroad Co., 101 U.S. 71, 25 L.Ed. 950, quoted in Davis v. Old Colony Railroad, 131 Mass. 258, 269, 41 Am. Rep. 221; District Grand Lodge v. Jedidjah Lodge, 65 Md. 236, 3 A. 104; Lamphere v. Grand Lodge of United Workmen, 47 Mich. 429, 11 N.W. 268.

If the defendant has gone beyond the scope of its corporate powers, the remedy must be found in action to be taken by the public authorities or by the individual members of the corporation according to the nature of the case. Any rights of the plaintiff against the defendant are of a contractual nature, and spring out of a voluntary relation, which can be altered or annulled at the will of either party, subject only to the ordinary remedies available against any one for a breach of contract or the violation of a duty. This is the principle of the decisions in somewhat similar cases. McFadden v. Murphy, 149 Mass. 341, 21 N.E. 868; Kane v. Shields, 167 Mass. 392, 45 N.E. 758; Sabourin v. Lippe, 195 Mass. 470, 81 N.E. 282; Attorney General v. N.Y., N.H. & H. R. R., 197 Mass. 194, 83 N.E. 408; Rudolph v. Southern Beneficial League, 23 Abb. N. C. 199, 7 N.Y.S. 135; Kern v. Arbeiter Unterstuetzungs Verein, 139 Mich. 233, 102 N.W. 746. It is the doctrine that runs through the cases from New Jersey that have been cited in argument. Altmann v. Benz, 27 N. J. Eq. 331; National Council of Jr. O. U. A. M. v. State Council of Jr. O. U. A. M., 64 N. J. Eq. 470, 53 A. 1082, and 66 N. J. Eq. 429, 57 A. 1132; State Council v. National Council, 71 N. J. Eq. 433, 64 A. 561.

The averments of the bill do not show that the defendant has received any money in trust for the plaintiff within the rule stated in National Council v. State Council, 64 N J. Eq. 470, 53 A. 1082. Nor is any such fraudulent intention averred as was found to exist in ...