Chamber of Commerce of Minneapolis v. Wells

• Decision Date: 01 March 1907
• Docket Number: 14,948 - (141)
• Citation: 111 N.W. 157,100 Minn. 205
• Parties: CHAMBER OF COMMERCE OF MINNEAPOLIS v. JOHN E. WELLS and Others
• Court: Minnesota Supreme Court

111 N.W. 157

100 Minn. 205

CHAMBER OF COMMERCE OF MINNEAPOLIS v. JOHN E. WELLS and Others

Nos. 14,948 - (141)

Supreme Court of Minnesota

March 1, 1907

Action in the district court for Hennepin county to enjoin the defendants from obtaining, using or disseminating plaintiff's quotations. The case was tried upon a stipulation of facts before Holt, J., who made findings of fact and as conclusion of law found plaintiff was entitled to a permanent injunction against defendants. From an order denying a motion for a new trial, defendants appealed. Affirmed.

SYLLABUS

Property in Market Quotations.

The continuous market quotations of stocks, bonds, and grains referred to in the opinion, obtained by plaintiff at considerable cost and expense for the exclusive use and benefit of itself and members, are, until published to the public, property, and entitled to the protection of the law as such.

Property in Market Quotations -- Limited Publication.

A limited and restricted publication of such quotations does not extinguish the exclusive property right therein.

Property in Market Quotations.

A limited or restricted publication is one which communicates the quotations to a select few upon condition expressly or impliedly precluding their rightful ulterior communication except in restricted private intercourse.

General Publication.

A publication not thus restricted, both as to persons and purpose, is general.

General Publication.

The act of plaintiff in recording the quotations upon a blackboard in its building for the information of its members, and like conduct on the part of members in their private offices, being for the exclusive benefit of their customers, such members, being under obligation to plaintiff not to disclose the quotations otherwise than in their own business intercourse, does not constitute a general publication of the quotations, entitling the public to appropriate and make use of the same.

Injunction.

A person not a member of plaintiff corporation, and not entitled to make use of its quotations, may be restrained from wrongfully and unlawfully obtaining the same.

Injunction Sustained by Findings.

The findings of the trial court held to show that defendant surreptitiously and fraudulently obtained plaintiff's quotations without his knowledge or consent, and the judgment restraining and enjoining further acts in that direction held proper.

F. D. Larrabee, for appellants.

Wilson & Mercer, for respondent.

OPINION

BROWN, J.

The facts in this case, briefly stated, are as follows: During all the time mentioned in the complaint plaintiff has been, and still is, a corporation, organized and existing under the laws of this state as the Chamber of Commerce of the City of Minneapolis. Its membership is composed of persons engaged in the business of buying, selling, and dealing in stocks, bonds, wheat, and other grains, and are admitted as such on terms and restrictions to be hereinafter referred to, including the payment of a valuable consideration. The business of the corporation is to aid and facilitate the conduct of the business affairs of its members, by obtaining and disseminating among them valuable information concerning the market price of the commodities dealt in by each. The property invested in its business approximates in value one million dollars, and the annual cost of maintaining it about $125,000. A large number of the members occupy offices in the building owned by plaintiff, where its business is carried on. Others occupy offices elsewhere.

During business hours each day plaintiff obtains for their use and benefit valuable information in many particulars, and especially the market price from time to time of stocks, bonds, and grains, which it causes to be placed upon a large blackboard in a room devoted to that purpose, whereon members may observe the same and make notations therefrom, communicating also the same information, by telephone or otherwise, to such of its members as do not office in its building. This information is obtained through telegraph and other means from other business centers at considerable cost and expense. Each person on becoming a member agrees that all quotations of prices of grains and other commodities shall be used exclusively for his private benefit, and that he will not sell or in any way communicate the same to others, or allow or permit them to take or receive the same from him or his premises. A fair view of the record justifies the conclusion that the information acquired by plaintiff upon the matters referred to is intended for the exclusive benefit of its members, and that it has in no manner consented to or authorized the distribution thereof to others, except in the usual course of the transaction of business. It further appears that those members who maintain offices outside the Chamber of Commerce Building, and receive from time to time market quotations from plaintiff by telephone, immediately place the same upon blackboards in their own offices for the use and benefit of their customers, actual or prospective, but not for the use or benefit of others. The doors of these offices are, however, open to the public, and persons, whether customers or not, visit and frequent the same, and may make notations or memoranda from the quotations upon the blackboard, unknown to plaintiff or the member in whose office such information may be thus exposed. But, as already stated, it is not intended, either by plaintiff or the members, that strangers shall have free access to such offices, or the liberty to take away the result of their observations for the benefit of persons not members of the Chamber of Commerce; and all such persons are prohibited, so far as possible, from so doing.

Defendants named in the complaint were copartners at the time this action was commenced, two of whom died before answering, and defendant Johnston is now conducting the business carried on by the old firm under the name of J.E. Wells & Co. Defendant's business is that of commission or brokerage merchants, buying, selling, and dealing, for himself and others, in bonds, stocks, and grains for future delivery, with his office or place of business at 200 Third Street South, in Minneapolis. He is not a member of the Chamber of Commerce. He has in his office a large blackboard, upon which market quotations are placed for the information of his customers, similar to that maintained by the members of the Chamber of Commerce who do not have offices in plaintiff's building.

The trial court found that defendant wrongfully and surreptitiously obtained plaintiff's quotations in the following manner:

"(a) By going in person and through agents into the offices of said members of the Minneapolis Chamber of Commerce who maintained offices in said buildings with blackboards therein, as hereinbefore stated, for the sole purpose which they did not disclose of reading upon said blackboards the continuous quotations of the Minneapolis Chamber of Commerce as they occurred, and of then immediately going therefrom and conveying the same by telephone or otherwise to the defendant's said place of business.

"(b) By the defendants, either themselves or their agents employing and engaging members of the Minneapolis Chamber of Commerce, so maintaining offices and blackboards in said buildings as commission merchants, to buy or sell for them upon the Minneapolis Chamber of Commerce grain for future delivery, and as such traders gaining admission into said grain offices of said commission merchants and availing themselves of the opportunity of reading said continuous quotations of plaintiff from said blackboards as they occurred, whereupon they would immediately go therefrom and convey the same by telephone or otherwise to defendant's place of business in the city of Minneapolis, without any knowledge upon the part of either plaintiff or any of its said members that such quotations were being so obtained and carried away.

"(c) By standing at times upon the public street and looking through a window into one of said offices and reading from the blackboard therein some of the continuous quotations, which were from ten to twenty feet from said window, and then conveying the same by telephone or otherwise to defendant's said place of business; but at certain times of the day they could not be seen in that way.

"(d) By standing at times on said stair landing in the public hall of said building and reading some of said continuous quotations as put up from said blackboard, through said window above the shade, and then immediately conveying the same by telephone or otherwise to defendant's said place of business.

"(e) By standing at times in a public hallway, near a door entering one of said offices, which was open for ventilation at intervals only, and when it was open occasionally reading some of the quotations from the blackboards of said office and immediately conveying the same by telephone or otherwise to said defendant's office.

"(f) By inquiring and learning upon streets and in public hallways as to said continuous quotations of persons who had just been into some of said offices in said buildings and learned said continuous quotations in that manner, and upon hearing them immediately conveying the same by telephone or otherwise to defendant's said place of business.

"(g) By gaining said quotations by telephone from said members of said Minneapolis Chamber of Commerce, maintaining said offices in said buildings, and also by telephoning to members of the Minneapolis Chamber of Commerce maintaining offices in the building of the Minneapolis Chamber of Commerce asking as traders would ask, for the information, and receiving it, without giving, or being required to give, the...