Konta v. St. Louis Stock Exchange

• Decision Date: 24 May 1905
• Citation: 87 S.W. 969,189 Mo. 26
• Parties: KONTA v. ST. LOUIS STOCK EXCHANGE et al.
• Court: Missouri Supreme Court

87 S.W. 969

189 Mo. 26

KONTA v. ST. LOUIS STOCK EXCHANGE et al.

Supreme Court of Missouri, Division No. 1.

May 24, 1905.

VOLUNTARY ASSOCIATIONS — REORGANIZATION — MEMBERSHIP — LACHES — ESTOPPEL.

1. Where a brokers' association adopted a new constitution and a new name, elected new officers, changed the amount of dues, and transferred the assets of the old to the new association, the two associations were not identical, and hence members of the old association were not ipso facto members of the new.

2. One cannot become a member of a voluntary unincorporated association unless he signs or in some way assents to the constitution and by-laws.

3. Where an unincorporated voluntary association expelled an alleged member for nonpayment of dues, and the alleged member had no knowledge of the proceeding until long after, and just before he commenced suit to enforce his rights as a member, he was not deceived to his injury, and hence the association was not

estopped to deny that he had ever been a member.

4. Where a member of a stock exchange, who was expelled for nonpayment of dues, took no steps to secure reinstatement until more than a year had elapsed, and seats in the exchange, which were valueless when he was expelled, had become worth $7,500, he was guilty of such delay as to preclude equitable relief.

5. Where a member of a voluntary association is expelled for nonpayment of dues, he cannot compel reinstatement until he has tendered the dues or made an unsuccessful application to learn their amount.

Appeal from St. Louis Circuit Court; Horatio D. Wood, Judge.

Suit by Alexander Konta against the St. Louis Stock Exchange and others for an injunction to compel plaintiff's reinstatement as a member of defendant organization. From a judgment dissolving an injunction, plaintiff appeals. Affirmed.

Nathan Frank, Gerrit H. Ten Broek, and Max W. Oliver, for appellant. Judson & Green and Edw. S. Robert, for respondents.

BRACE, P. J.

This is an appeal from a judgment of the St. Louis city circuit court dissolving an injunction. After a careful consideration of the whole record, the able arguments of counsel, and the cases cited in support of their respective contentions, we find the facts of the case so fairly and clearly stated, and the law governing it so aptly and admirably applied thereto, in the opinion of Judge Horatio D. Wood, before whom it was tried, and for a copy of whose opinion we are under many obligations to counsel, that we take pleasure in adopting the same as the opinion of this court. The opinion of Judge Wood is as follows:

"In this case the plaintiff alleges that he is a stockbroker, engaged in selling stocks in the city of St. Louis; that the defendant the St. Louis Stock Exchange is an unincorporated association of stockbrokers, and that the other defendants named are officers thereof; that the St. Louis Stock Exchange was organized in 1896, and that plaintiff was one of the organizers of said organization; that he conducted his business as a stockholder on the floor of the exchange until the latter part of 1899, when he left for a visit to Europe; that he returned on the 20th of April, 1902, and when about to exercise his rights as a member he was informed by the president of the defendant company that he had been expelled, and that his membership had been forfeited, and that since that time he has been denied access to the floor and deprived of all benefits and profits of his membership; that the officers and agents assigned as a reason for the forfeiture of his membership that he had not paid any dues, and that plaintiff stated to the defendants that he had received no notice that any dues were assessed or were payable, but that he would nevertheless pay to the defendant the St. Louis Stock Exchange the dues alleged to have been levied and assessed against him which had not been paid during his absence in Europe, if the defendant the St. Louis Stock Exchange, its officers and agents, would indicate what amount was due and payable, but that the defendant the St. Louis Stock Exchange refused to state what, if any, dues were levied and payable; that the defendant the St. Louis Stock Exchange failed to furnish him with any record of the proceedings alleged to have been had with respect to his alleged expulsion for nonpayment of dues. He then alleges that all the actions and proceedings concerning his expulsion are illegal and void, and prays that the St. Louis Stock Exchange, its officers and members be restrained from interfering with the exercise by plaintiff of his rights and privileges as a member of said St. Louis Stock Exchange, and that he be restored to his membership in the exchange. To this petition an answer was filed denying that the plaintiff is, or ever was, a member of the St. Louis Stock Exchange; that the St. Louis Stock Exchange was organized on the 1st of July, 1899, as a voluntary unincorporated association of individuals; that the plaintiff has never become a member of the St. Louis Stock Exchange by signing its by-laws; that the plaintiff was a member of a prior association known as the St. Louis Bond & Stock Brokers' Association, and that he was offered an opportunity to become a member of the defendant association by signing the constitution and by-laws, but he declined to avail himself thereof and failed to become a member of the defendant association. The answer further states that he was dropped from the rolls by reason of his failure to entitle himself to membership by signing the constitution and paying the dues aforesaid, and that, although nearly three years have elapsed, during the entire time the plaintiff made no claim to membership and has never offered to comply with the conditions of membership in any manner whatever. It also alleges that, even if plaintiff had become a member of the association, he was, in pursuance of the constitution and by-laws of the St. Louis Stock Exchange, legally suspended and expelled by reason of his failure to pay certain dues. With the answer is filed a motion to dissolve the injunction heretofore issued in this cause.

"The facts as shown by the testimony are that the plaintiff was a member of the St. Louis Bond & Stock Brokers' Association, which was a voluntary unincorporated association organized in 1896, and which at that time and for some time thereafter held its meetings on the floor of the Merchants' Exchange. Owing to the disadvantages and inconveniences to the business resulting from holding meetings on the floor of the Merchants' Exchange, the members of the St. Louis Bond & Stock Brokers' Association discussed the propriety of going elsewhere and establishing a new exchange. On March 28, 1899, the initial step was taken by the appointment of a committee to consider the advisability of establishing the St. Louis Stock Exchange, and the president of the St. Louis Bond & Stock Brokers' Association, of which the plaintiff was a member, appointed as such committee Messrs. Hodgman, Wassermann, and Little. On April 4, 1899, a motion was adopted that the St. Louis Stock Exchange be established, and a committee was appointed to formulate a constitution, by-laws, and rules for the new organization and find a place for the transaction of its business. On the same day, April 4, 1899, article 7 of the by-laws of the association, of which plaintiff was a member, to wit, the St. Louis Bond & Stock Brokers' Association, was amended so as to make the annual dues $10, payable January 2d of each year, and the committee appointed to consider the advisability of forming a stock exchange reported that it was advisable to establish the St. Louis Stock Exchange, and upon the report of this committee it was resolved to establish the St. Louis Stock Exchange. On August 17, 1899, a meeting of the members of the St. Louis Bond & Stock Brokers' Association, which will hereafter be referred to as the `old association,' was held, and the secretary and treasurer were authorized to transfer all money and property of the association to the secretary and treasurer of the St. Louis Stock Exchange. On the same date, August 17, 1899, a meeting of the members of the St....