GARVER
J. All the Judges concurring.
OPINION
GARVER,
J.:
The
plaintiffs in error, Greer, Mills & Co., who were
plaintiffs below, together with the defendants in error,
compose a voluntary association, formed at Kansas City, Kan.,
and designated as the Kansas City Live Stock Exchange. The
plaintiffs were charged, tried by the board of directors, and
found guilty of violating the rules of the exchange with
reference to the commission charges to be made for the purchase of cattle. As penalties therefor, fines
were assessed against them aggregating the sum of $ 1,000. By
the rules of the association, a member failing to pay a fine
assessed against him within three days may be suspended from
membership until the same is paid. This action was brought by
the plaintiff's, for an injunction to restrain the
defendants from enforcing the payment of said fines by
suspending them from membership in said association. Upon the
trial in the district court of Wyandotte county, an
injunction was refused, and the case is now here for review
upon the pleadings, the findings of fact and conclusions of
law, and the judgment. The evidence is not included in the
record. Among the findings of the court are the following:
"2.
The Kansas City Live Stock Exchange is an unincorporated
voluntary association, composed of individuals, partnerships
and corporations doing business as live-stock commission
merchants at the Kansas City stock-yards, and was organized
for the purpose, as expressed in its articles of association,
of 'maintaining a business exchange, not for pecuniary
profit or gain, nor for the transaction of business, but to
promote and protect all interests connected with the buying
and selling of live stock at the Kansas City stock-yards, and
to promulgate and enforce amongst the members correct and
high moral principles in the transaction of business.'
"3.
Said exchange issues certificates of membership, has adopted
a seal, and permits its certificates of membership to be
assigned and transferred. Its membership numbers at this time
about 300, and includes nearly all the persons, firms and
corporations doing business as live-stock commission
merchants at the Kansas City stock-yards. It has no part in
the profit of the business of buying and selling live stock,
and the sale or purchase of such live stock is not the
transaction of the exchange, but is the individual transaction of each member, firm or corporation
making the particular purchase or sale. It is maintained by
membership fees, dockage fees, and assessments on its members
when needed."
"4.
The membership fee in said exchange at this time, as fixed by
the exchange, is $ 1,000, and each member of a partnership,
or stockholder in a corporation, is required to take out
certificates of membership, to entitle such partnership or
corporation to the privileges of such exchange, provided that
the total number of such members of a commission firm or
stockholders in a corporation holding membership need not
exceed five. Such certificate of membership entitles the
holder to all the privileges of the exchange, and to do
business with each and all the other members of the exchange,
and to the use and service of the dockage system and dockers
provided by said exchange in said yards, and such membership,
rights and privileges are Valuable in and about the business
of live-stock commission merchants at said yards, and if the
plaintiffs are suspended or expelled from membership in said
exchange the same would result in a pecuniary loss to them of
more than $ 2,000.
"5.
To carry out the objects and purposes of its organization
said exchange has adopted rules, by-laws and regulations for
the government of the exchange and discipline of its members
and for the conduct of business by its members at said yards,
which, together with its articles of association, are printed
in book or pamphlet form, and distributed among all the
members of said exchange, and upon becoming a member of said
exchange, and as a condition to receiving a certificate of
membership therein, each member is required to subscribe to
said articles of association, bylaws, rules, and regulations,
for which purpose a book is kept in the office of the
secretary, in which are copied the articles of association,
rules, and by-laws, in the order named, to which is signed
the name of each member, either by himself or some authorized
agent, and each of said plaintiffs, J. E. Greer and Frank O.
Mills, subscribed to said articles of association, rules, and by-laws, the same as other members,
at the time of joining said exchange."
"7.
Rules were adopted by said exchange, and were in force at the
time plaintiffs became members thereof, including those above
set out, except an amendment to section 5, rule 9, as
hereinafter stated; and plaintiffs signed and agreed to
faithfully observe and be bound by said rules. After the
plaintiffs became members thereof, to wit, March 31, 1892, an
amendment to section 5, rule 9, increasing the minimum charge
for commissions, was made, and the manager for the plaintiffs
was present and voted for said change."
"9.
When a member of the exchange is suspended or expelled, or
when one who is not a member attempts to do business as a
live-stock commission merchant at said stock-yards, the board
of directors of said exchange gives notice by posting on a
bulletin-board, in a conspicuous place in the exchange
building, requesting that no members of the exchange do
business with such non-member, and the services of inspectors
or dockers in the yards, being employees of
the exchange, are also refused to such non-member or
suspended or expelled members."
Rule 9,
adopted and enforced by the association, contains the
following provisions:
"SECTION
1. The commissions charged by members of this association for
selling live stock shall not be less than the following-named
rates:
"SEC.
2. Six dollars per car-load, for single-deck carloads of hogs
or sheep, and $ 10 per car-load for double-deck car-loads of
the same: Provided, Members of this exchange may,
after charging commissions as above provided, pay a regular
sheep salesman on these yards a sum of money contingent on
number of sheep sold; and said sheep salesman may be in the
employ of other members of the exchange.
"SEC.
3. Fifty cents per head for cattle of all ages. In car-loads
of 24 or more, not more than $ 12 per carload; $ 10 per
single-deck car-load, and $ 18 per double-deck car-load, of
veal calves.
"SEC. 4. Fifty cents per head for cattle,
and 25 cents per head for calves, and 10 cents per head for
hogs and sheep in mixed car-loads--but not to exceed $ 12 per
car-load. Fifty cents per head for cattle and 25 cents per
head for calves driven into the yards, and 10 cents per head
for hogs and sheep, for 60 head or less; more than that
number shall be charged for at car-load rates.
"SEC.
5. Fifty cents per head for buying cattle for stockers or
feeders, provided, such charges shall not exceed $
12 per car-load; $ 6 per single-deck car-load for buying
sheep, and $ 10 per double-deck car-load. All purchases paid
for by a commission house or shipping clearance made by same
shall be deemed a pur-chase-and charged for as above
provided.
"SEC.
6. Not less than $ 4 per single-deck and $ 5 per double-deck
car-load for buying live hogs, and not less than 3 cents per
head for hogs bought by the head."
"SEC.
11. Any member of this association, or firm or corporation
represented herein, sending or causing to be sent a prepaid
telegram or telephone message quoting the markets, giving
information as to the condition of the same, shall be fined
not less than $ 100 nor more than $ 500. If said fine is not
paid within three days, said firm or member shall, be
suspended until said fine is paid: Provided;
however, That prepaid message may be sent to shippers
quoting actual sales of their stock on the day made; also to
parties desiring to make purchases on this market.
"SEC.
12. Any member of this exchange, or firm or corporation in
which he may be a partner, violating any of the provisions of
this rule, shall be fined not less than $ 500 nor more than $
1,000 for the first offense, and if said fine be not paid
within three days said member or firm may be
suspended from membership until same is paid. For a
second offense said member or firm may be expelled from
membership in the exchange."
The
particular rule which plaintiffs were charged with violating
is that contained in above section 5, the
complaint stating that, through their agent, they bought
certain cattle for feeders, for which service a commission
was charged that was less than the minimum charges
established by said rule. Various matters are urged by
counsel for plaintiffs as reasons why they should have been
granted the injunction prayed for, the principal ones being
that the facts found by the court show that the charges made
against them, and the trial thereof by the board of
directors, were not, made and had in good...
