Harrell v. Cane Growers' Co-op. Ass'n

• Decision Date: 27 February 1925
• Docket Number: 4171.
• Citation: 126 S.E. 531,160 Ga. 30
• Parties: HARRELL v. CANE GROWERS' CO-OP. ASS'N.
• Court: Georgia Supreme Court

126 S.E. 531

160 Ga. 30

HARRELL v. CANE GROWERS' CO-OP. ASS'N.

No. 4171.

Supreme Court of Georgia

February 27, 1925

Syllabus by the Court.

The title of the Co-operative Marketing Act (Acts 1921, p. 139) is sufficiently broad to include the provisions of sections 3, 4, 5, 15, and 23 of said act; and for that reason said sections are not void as in violation of article 3, § 7, par 8, of the Constitution of Georgia.

So much of section 15 of the act of 1921, referred to in the preceding division, as seeks to authorize the by-laws and marketing contract to fix liquidated damages and to require the members to pay all costs, premiums for bonds, expenses and fees, as well as providing for injunction and a decree of specific performance, is not unconstitutional and void as being in conflict with article 1, § 4, par. 1, of the Constitution of Georgia, in that the general laws of the state have provided for the issuing of temporary injunction for the payment of court costs, and other provisions stated in said section.

An attack upon the entire act of the Legislature mentioned in the preceding division, and upon the contract upon which the suit was based, on the ground that they are null and void as being "in violation of article 4, § 1, par. 4, of the Constitution, in that it was the intention of the plaintiff and the members forming the same to combine all of the cane products grown in Southwest Georgia so as to be able to fix the price at which the cane would be sold, and be able to effect a corner of the syrup manufactured in Southwest Georgia, so as to enable the association to dictate the price to be paid for such syrup by the canners who depended upon said crop for their material to operate their canneries," is insufficient to present any question for consideration; there being no section 1 in article 4 of the Constitution.

Error from Superior Court, Grady County; W. V. Custer, Judge.

Petition by the Cane Growers' Co-operative Association against Cuy Harrell. Judgment for plaintiff, and defendant brings error. Affirmed.

The Cane Growers' Co-operative Association filed a petition against Cuy Harrell, alleging that he had broken a contract by which he agreed to sell the association all the syrup made by him in the years 1922, 1923, 1924, 1925, and 1926, by selling 10 barrels of syrup in violation of the contract. The petition prayed that the defendant be required to specifically perform the contract except as to the portion of the syrup which had been sold, and that he be enjoined from any further violation of the contract. A copy of the contract was attached to the petition, as follows:

"Farmers' Co-operative Cane Syrup Association. Offices: Cairo, Georgia.

We organize a nonprofit co-operative association to sell our syrup intelligently.--The undersigned propose to organize a nonprofit association, without capital stock, under the laws of the state of Georgia, for the purpose of promoting, fostering, and encouraging the business of marketing syrup co-operatively; for stabilizing markets; for co-operatively and collectively handling the problems of syrup growers and for other purposes. We agree with each other.--No outsiders in this contract.--We the undersigned, in consideration of the premises, and of our mutual undertaking, and of the agreement of each and every party hereto, do hereby agree as follows, each for himself, and collectively for the express benefit of and as the association to be organized:

We agree to be members.--(1) We will become members of the Farmers' Co-operative Cane Syrup Association, a nonprofit association without capital stock, to be organized under the laws of the state of Georgia.

Only growers or landlords who have syrup to sell can be members. (2) The association may include in its membership any syrup grower or the landlord or tenant or lessor of land in Georgia on which cane is grown, provided the landlord or lessor receives all or part of the rental in syrup. Will have five directors.

The office will be at Cairo, Ga.--(3) The affairs of the association will be controlled by a board of five directors, and the office of the association shall be at Cairo, Ga.

Five directors are cane growers.--4. There will be five districts.--(a) The members shall elect five directors from among members actually residing and growing cane in five districts, to be specified by the organization committee prior to the first primary elections, including in each district approximately one-fifth of the cane covered by the signers, without dividing counties.

Members shall hold primary elections to choose directors in each district.--5. The members of each district shall meet annually for a primary election, to be held in the district and conducted as, where, and when specified by the directors, and shall select one name in each district to be presented as the nominee to represent each district. Such nominees shall be elected as directors at the general meeting. Voting by mail.--If unable to attend, the members may vote at such primary meeting by mail, on ballot prepared under direction of the board of directors. The first primary to select incorporating directors shall be held within thirty days after the minimum sign-up has been secured, as the organization committee shall direct.

Districts always to be given fair representation.--6. The directors, by a majority vote, at least twenty days prior to the primary meetings, each year thereafter, shall change the said districts and the counties included therein, so as to maintain at all times fair and equitable representation of the cane-producing counties and districts included in the membership. Board will have an executive committee.--(b) All officers and employees of the association who handle funds shall be adequately bonded. One man, one Vote.--Every member of the association shall have one vote.

Membership fee, three dollars.--Every member shall pay an entrance or membership fee of $3.00, associate members $5.00, payable as, how, and when the organization committee may determine.

Association will have suitable articles of incorporation and by-laws.--The association shall confine itself to the problems and marketing of cane and cane products only and for its members only. It shall have suitable articles of incorporation and by-laws stating the purposes and powers of the association, the rights and duties of members, manner of forfeiture of membership, value of property interests on withdrawal or expulsion from membership, and any other necessary, pertinent or important points of organization, as determined by the organization committee.

Organization committee.--The association shall be organized by an organization committee of eighteen members, which may increase its members, select its own chairman, vice chairman, secretary and treasurer, and generally take such steps as it may deem advisable to secure subscribers for this agreement and the members of the association. T. M. Chastain, chairman, Cairo, Ga.; S. P. Vallandingham, Cairo, Ga.; Charles Whitfield, Calvary, Ga.; B. L. Hudson, Ochlocknee, Ga.; H. W. Griffin, Ochlocknee, Ga.; M. M. Blanton, Valdosta, Ga.; W. C. Lineberger, Valdosta, Ga.; S. R. Swilley, Quitman, Ga.; J. I. Bruce, Dixie, Ga.

If by May 1, 1922, signatures of cane growers or persons eligible to membership covering at least twenty-five per cent. of the 1920 crop shall not have been secured for this agreement, the organization committee shall so notify every subscriber at his address noted below, prior to May 15, 1922, and cancel his signature and the agreement signed by him.

Binding agreement.--If signatures of the growers of twenty-five per cent. of the syrup produced in the above-named counties shall be secured by the said date, May 1, 1922, then this agreement shall be binding upon all the subscribers in all of its terms, and there shall be no right of withdrawal whatsoever. Starts with the 1921 crop, if sign-up secured.--If the signatures of twenty-five per cent. of the crop shall be secured by November 15, 1921, this contract shall go into effect at once and shall be binding upon the subscribers as to the 1921 crop in addition to those set forth in the marketing agreement. Statement of committee conclusive.--For all matters of production or signatures and for all statements of fact in connection herewith, the written statement of the organization committee, signed by its chairman, shall be absolutely conclusive, with or without notice to the subscriber.

Committee keeps full accounts.--The organization committee shall keep a full, true, and detailed account of expenditures, including salaries, fees, and costs of every kind; and shall render a written report thereof to the board of directors of the association when organized; and shall thereupon turn over to the association any balance remaining in its hands and free of obligation. Treasurer bonded.--The treasurer of the committee shall be bonded.

Funds, prorate if sign-up not secured.--If the signatures covering twenty-five per cent. of the syrup produced in the county herein specified shall not have been secured by May 1, 1922, the funds on hand shall be prorated among the subscribers, after payment of all debts; and the accounts shall be audited by a public accountant and the report be made available for inspection by all subscribers.

Committee authorized to go ahead.--We do hereby authorize the organization committee, as the representative of all the subscribers, to take such steps as it may deem proper to secure subscribers hereto; and when the adequate number is secured, to hold primary elections and have the signers select organizing directors from among growers subscribing hereto, and to take all steps necessary and advisable to organize the association.

...