Grand Lodge of Massachusetts v. Snow

• Decision Date: 14 March 1929
• Parties: GRAND LODGE OF MASSACHUSETTS, LOYAL ORANGE INST., v. SNOW et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

266 Mass. 483

165 N.E. 479

GRAND LODGE OF MASSACHUSETTS, LOYAL ORANGE INST.,

v.SNOW et al.

Supreme Judicial Court of Massachusetts, Middlesex.

March 14, 1929.

Appeal from Superior Court, Middlesex County; Hammond, Judge.

Suit by the Grand Lodge of Massachusetts, Loyal Orange Institution, against William Snow and others. From the final decree, both parties appeal, and from an interlocutory decree overruling plaintiff's exceptions to and confirming the master's report, plaintiff appeals. Affirmed.M. M. Johnson and J. W. Black, Jr., both of Boston, for plaintiff.

J. H. Morson, of Boston, for defendants.

SANDERSON, J.

These are appeals of both parties from a final decree, and by the plaintiff from an interlocutory decree, of the Superior Court overruling the plaintiff's exceptions to and confirming the master's report. The final decree dismissed the bill and ordered that the cross claims contained in the defendants' answer be dismissed.

The plaintiff is a Massachusetts corporation, and brought the suit against three individual defendants seeking to have them enjoined from using in Massachusetts the plaintiff's corporate name and from representing themselves to be officers of the corporation. There was also a prayer for general relief. The defendants in their answer denied the plaintiff's exclusive right to use its corporate name, setting up their own right to the name because of their official connection with a voluntary association known as the Grand Lodge of Massachusetts Loyal Orange Institution affiliated with the national association, which has the exclusive right to use that name; and alleging, among other things, that the plaintiff had lost its right by nonrecognition by the national association, and that it was misleading the public by claiming to be the State Grand Lodge of the order. They prayed for cross injunctive relief against the plaintiff to restrain it from functioning as the Grand Orange Lodge of Massachusetts of the Loyal Orange Institution under and subject to the authority of the Supreme Grand Lodge of the United States, and from exercising any of the rights or privileges of the Loyal Orange Institution of America. On motion of the defendants Snow and McLeod, the Grand Orange Lodge of Massachusetts Loyal Orange Institution, a voluntary association with members too numerous to mention, of which they were respectively the grand master and grand secretary, was made party defendant. The defendants in their brief state that they make no claim that the plaintiff is not entitled to use the name by which it was incorporated, and do not contend that it is not entitled to carry out the purposes enumerated in its articles and certificate of incorporation; but that they do contend that the plaintiff is no part of the Loyal Orange Institution, that it is not the grand lodge of Massachusetts, an integral part of the national order, and that the plaintiff cannot intrude itself into the order by adopting a corporate form and a corporate name.

The Loyal Orange Institution is a secret fraternal society, with a constitution and bylaws organized on the lodge system; associated with it is a Supreme Grand Lodge of the United States which issues charters to State or district lodges, called grand lodges, and with the assent of the latter to subordinate lodges within the State; and it has for its primary purpose the protection and defense of the Protestant religion. There is also in the order a body known as the Imperial Council of the World, which meets every three years and is called the Triennial Council, organized to promote unity of sentiment and harmony among Orange orders at home and abroad. The Supreme Grand Lodge of the United States came to recognize the powers of this council in its appropriate sphere and yielded allegiance to it. Its charter purported to be approved by an officer of the council.

[1] The plaintiff corporation was organized in Massachusetts in 1886. Before its incorporation a voluntary association of the order had existed in this Commonwealth holding a charter from the Supreme Grand Lodge of the United States; and before the granting of any charter to a grand lodge in this State, one or more voluntary associations, formed to accomplish the same purpose, were in existence; but it does not clearly appear whether they continued to function after the granting of a charter by the Supreme Grand Lodge in 1880. A member of a committee appointed to obtain the charter, who was also one of the incorporators, testified that he presented the corporate charter to the State Grand Lodge at a regular meeting and the lodge voted to accept and adopt it. The master found that the word ‘presented’ was indicative only of delivering the charter into the custody of the grand lodge; that no one testified that the corporation owned any of the physical property of the voluntary association in this State; that there was no vote of the voluntary body transferring its possessions to the corporation recorded or undertaking to dissolve itself as a voluntary body; and that there was no evidence that the Supreme Grand Lodge took any action consenting to the substitution of the corporation for the voluntary State Grand Lodge. Separate meetings of the two bodies were held, officers of each were elected, and such records as exist are among the proceedings of the voluntary association. The master found that the corporation has done nothing which might be called corporate business as differing from business of a voluntary fraternal association. Pamphlets in the nature of constitutions and laws of the Grand Lodge of Massachusetts Loyal Orange Institution, issued in four different years after incorporation, were prefaced with the charter of the corporation. In these publications the word ‘incorporated’ was added to the title for the first time in 1916. This last publication was issued after a dissension in the order to which reference will be made, and the constitutionthen published had the approval of the so-called ‘Lemmon’ faction of the Supreme Grand Lodge of the United States. The provisions in the by-laws of the corporation as to its authority to enact laws for the government of the fraternity, to supervise district lodges, and as to the power of the grand master, were entitled to weight on the issue of merger, but were not controlling.

The purpose of the corporation as shown by its certificate of organization was ‘to form an association for social improvement, and mutual relief and the establishment of a relief fund for the relief and assistance of sick and disabled members, their widows or orphans and such other persons as might properly become members and other purposes as defined in its constitution and by-laws.’ No reference is made in the charter to the main purpose for which the order exists, and there is nothing in its constitution or by-laws referring to its recognition as a grand lodge of the order by the Supreme Grand Lodge. The master found that it was formed for the benefit of the order and for the protection of its name, with the idea that the establishment of this corporation might prevent others from legally using the name under which the voluntary association was operating. He also found that, with the exception of certain early lodges, ‘subordinate lodges have secured their charters from the Supreme Grand Lodge of the United States, to which they owe allegiance.’ The plaintiff so far as appears holds no such charter or authority from the Supreme Grand Lodge.

The suit involves the use of identical names by the plaintiff and defendant association. It may be assumed that the use of the name by either will to some extent mislead or confuse the public and each has alleged injury to itself from the use of the name by the other; but the case is not controlled by cases like C. H. Batchelder & Co., Inc., v. Batchelder, 220 Mass. 42, 107 N. E. 455, where an individual was granted injunctive relief to prohibit the plaintiff corporation from wrongfully and in violation of the statute making use of the defendant's name in its corporate title.

[4] So far as appears the only organization having a right at the time of incorporation to the name Grand Lodge of MassachusettsLoyal Orange Institution was the voluntary organization, which continued thereafter to function. Council of Jewish Women v. Boston Section Council of Jewish Women, 212 Mass. 219, 223, 224, 98 N. E. 862. Upon the findings the powers of the plaintiff and its officers were derived solely from the charter under which it was organized. Canadian Religious Association v. Parmenter, 180 Mass. 415, 62 N. E. 740. The corporation did not by the mere act of incorporation gain the exclusive right to the use of the name of the voluntary association it was organized to aid, nor did the action of the voluntary body confer upon it such exclusive right. Grand Lodge Ancient Order United Workmen v. Graham, 96 Iowa, 592, 602, 65 N. W. 837, 31 A. R. A. 133; Supreme Lodge Knights of Pythias v. Improved Order Knights of Pythias, 113 Mich. 133, 134, 71 N. W. 470,38 L. R. A. 658;Aiello v. Montecalfo, 21 R. I. 496, 498, 44 A. 931. If the plaintiff has suffered damage from the identity of its name with that of the voluntary association, the damage is the result of its choice in selecting an existing name. Grand Lodge Ancient Order United Workmen v. Graham, 96 Iowa, 592, 65 N. W. 837,31 L. R. A. 133. Upon the findings the plaintiff has a right to continue to use its name even though it does not adhere to the tenets of the national association to which the defendants owe allegiance, Council of Jewish Women v. Boston Section Council of Jewish Women, supra; District Grand Lodge No. 5 v. Jedidjah Lodge, 65 Md. 236, 244, 3 A. 104;Lamphere v. Grand Lodge, 47 Mich. 429, 430, 11 N. W. 268. Although the plaintiff's existence as an instrumentality of government of the order must depend upon its receiving and retaining a charter from the Supreme Grand Lodge of the order,...