Cohen v. Thomas
| Decision Date | 18 November 1913 |
| Citation | 103 N.E. 708,209 N.Y. 407 |
| Parties | COHEN v. THOMAS. |
| Court | New York Court of Appeals Court of Appeals |
OPINION TEXT STARTS HERE
Appeal from Supreme Court, Appellate Division, First Department.
Action by Clarence M. Cohen against Ransom H. Thomas, as President of the New York Stock Exchange. From a judgment of the Appellate Division (127 N. Y. Supp. 1116) affirming a judgment for defendant, plaintiff appeals. Affirmed.
Robert B. Honeyman, of New York City, for appellant.
Walter F. Taylor, of New York City, for respondent.
By this action plaintiff seeks to be reinstated in his membership of the New York Stock Exchange, from which he had been expelled by the governing committee upon the charge of having made a material misstatement to the committee on admissions at the time of his application for membership. The complaint, after alleging that the New York Stock Exchange is a voluntaryassociation and that the plaintiff became a member and subscribed the constitution thereof, sets forth provisions of the constitution bearing upon the powers of the governing committee, in which the government of the exchange is vested, and upon those of the committee on admissions, so far as they relate to the admission of members and to their expulsion upon accusations of offenses committed; a report to the governing committee by the committee on admissions, charging the plaintiff with having made the untrue statement, when applying for membership, that ‘he purchased his membership with his own means'; the hearing before the governing committee, upon notice to him of the charge made, and his expulsion from membership in the New York Stock Exchange. At considerable length, the complaint sets forth the proceedings before the governing committee upon the trial of the issue raised by the plaintiff's answer to the charges against him, with the evidence introduced on both sides, and allegations are made to the effect that the governing committee acted unfairly and were influenced by passion and prejudice in reaching their conclusion ‘upon the charges and the evidence presented.’ Upon the issue raised by the answer of this defendant, the parties went to trial at the Special Term, where judgment was directed for the defendant upon a decision which, after findings the facts with respect to the pertinent provisions of the constitution of the New York Stock Exchange, the statements made by the plaintiff when applying for membership, and the subsequent information upon which the governing committee had been moved to its action, specifically found that ‘all the acts and proceedings * * * were in accordance with the constitution of the Exchange; * * * that in the proceedings * * * the officers and committees acted in good faith, * * * not in any degree prompted by prejudice, bias, or ill will toward the plaintiff; * * * that there was evidence before the committee on admissions which would justify its finding that the plaintiff had made false statements upon material points, upon his application for admission to the Exchange; * * * that the evidence taken before the governing committee upon the hearing accorded to the plaintiff * * * was sufficient to justify its finding,’ as to the plaintiff's false statements.
[1] At the Appellate Division, the judgment entered for the defendant on the merits was affirmed by the unanimous vote of the justices. The conclusive nature of the determination appealed from by the plaintiff leaves nothing open for a further review by us upon the facts. The findings warranted the legal conclusion that the expulsion of the plaintiff from the New York Stock Exchange was within the authority conferred upon its governing committee by the constitution and, that authority having been validly and regularly exercised, the decision of that body was not subject to review upon the merits by the courts.
[2] The Exchange is a voluntary association of individuals, who have agreed to be bound, as to their several interests, rights, privileges, and duties, by the provisions of a constitution and of by-laws. Each member, upon admission to the association, elects, and expressly consents, to subject himself to the conditions imposed upon membership and upon the right to continue to be a member. The constitution and the by-laws express a contract to which he becomes a party. They have invested the governing committee with the powers of government and the committee's decision, after the trial of a member for an offense under its laws, is final, unless it is made to appear that the proceedings contrary to natural justice, or that the decision was not come to in good faith. These principles have been affirmed in decisions by the courts, as well in cases of members of the New York Stock Exchange as of other unincorporated associations. See Belton v. Hatch, 109 N. Y. 593,...
To continue reading
Request your trial
-
Hurwitz v. Directors Guild of America, Incorporated
...Council of the Royal Arcanum, 210 N.Y. 370, 104 N.E. 624, 52 L.R.A.,N.S., 806 (1914), the New York Stock Exchange, Cohen v. Thomas, 209 N.Y. 407, 103 N.E. 708 (1913), the New York Produce Exchange, People ex rel. Johnson v. New York Produce Exchange, 149 N.Y. 401, 44 N.E. 84 (1896), and the......
-
Brown v. Gilligan, Will & Co.
...exchange itself. See Franklin v. Dick, 262 App.Div. 299, 28 N.Y.S.2d 426, aff'd, 287 N.Y. 656, 39 N.E.2d 282 (1941); Cohen v. Thomas, 209 N.Y. 407, 103 N.E. 708 (1913). National League of Commission Merchants of the United States v. Hornung, 148 App.Div. 355, 132 N.Y.S. 871 (1911), aff'd, 1......
-
Legg, Mason & Company, Inc. v. Mackall & Coe, Inc.
...766 (S.D.N.Y. 1968); Franklin v. Dick, 262 App.Div. 299, 28 N.Y.S.2d 426, aff'd, 287 N.Y. 656, 39 N.E.2d 282 (1941); Cohen v. Thomas, 209 N.Y. 407, 103 N.E. 708 (1913). In Brown v. Gilligan & Will Co., supra 287 F.Supp. at 769, the court "Every member, by virtue of his admission, contracts ......
-
Grasso v. Phillips
...of a difference of opinion as to the merits.' These views are in general harmony with the prevailing law in New York. (Cohen v. Thomas, 209 N.Y. 407, 103 N.E. 708; Powell v. United Association of Plumbers and Steamfitters of United States and Canada, 240 N.Y. 616, 148 N.E. 728; Sherman v. A......