Martin v. Meles

• Decision Date: 22 May 1901
• Parties: MARTIN et al. v. MELES et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

179 Mass. 114

60 N.E. 397

MARTIN et al. v. MELES et al.

Supreme Judicial Court of Massachusetts, Suffolk.

May 22, 1901

COUNSEL

Johnson, Clapp & Underwood, for plaintiff.

Brandeis Dunbar & Nutter and Edw. F. McClennen, for defendant Auerbach.

OPINION

HOLMES, C.J.

This is an action to recover the contribution promised by the following paper, which was signed by the defendants and others:--'January 21, 1896. We, the undersigned manufacturers of leather, promise to contribute the sum of five hundred (500) dollars each, and such additional sums as a committee appointed by the Massachusetts Morocco Manufacturers Association may require; in no case shall the Committee demand from any manufacturer or firm a total of subscriptions to exceed the sum of two thousand (2,000) dollars, such sum to be employed for legal and other expenses, under the direction of the Committee, in defending and protecting our interests against any demands or suits growing out of Letters Patent for Chrome Tanning, and in case of suit against any of us, the Committee shall take charge thereof and apply as much of the fund as may be needed to the expense of the same.'

The plaintiffs are the committee referred to in the agreement and subscribers to it. They were appointed and did some work before the date of the agreement, and then prepared the agreement which was signed by nine members of the association mentioned, and by the defendants who were not members. They went on with their work, undertook the defence of suits, and levied assessments which were paid, the defendants having paid $750. In November, 1896, the defendants' firm was dissolved, and two members of it, Meles and Auerbach, ceased tanning leather. The defendants notified the plaintiffs of the dissolution, and on June 23, 1897, upon demand for the rest of their subscription refused to pay the same. The main questions insisted upon, raised by demurrer and by various exceptions, are whether the defendants' promise is to be regarded as entire and as supported by a sufficient consideration.

It will be observed that this is not a subscription to a charity. It is a business agreement for purposes in which the parties had a common interest, and in which the defendants still had an interest after going out of business, as they still were liable to be sued. It contemplates the undertaking of active and more or less arduous duties by the committee, and the making of expenditures and incurring of liabilities on the faith of it. The committee by signing the agreement promised by implication not only to accept the subscribers' money but to perform those duties. It is a mistaken construction to say that their promise, or indeed their obligation, arose only as the promise of the subscribers was performed by payments of money.

If then the committee's promise should be regarded as the consideration, as in Institute v. French, 16 Gray, 196, 201 (see Institute v. Haskell, 71 Me. 487), its sufficiency hardly would be open to the objection which has been urged against the doctrine of that case, that the promise of trustees to apply the funds received for a mere benevolence to the purposes of the trust imposes no new burden upon them. Johnson v. University, 41 Ohio St. 527, 531. See Presbyterian Church v. Cooper, 112 N.Y. 517, 20 N.E. 352. Neither would it raise the question whether the promise to receive a gift was a consideration for a promise to make one. The most serious doubt is whether the promise of the committee purports to be the consideration for the subscriptions by a true interpretation of the contract.

In the later Massachusetts cases more weight has been laid on the incurring of other liabilities and making expenditures on the faith of the defendant's promise than on the counter-promise of the plaintiff. Cottage St. Church v. Kendall, 121 Mass. 528, 23 Am. Rep. 286; Sherwin v. Fletcher, 168 Mass. 413, 47 N.E. 197. Of course the mere fact that a promisee relies upon a promise made without other consideration does not impart validity to what before was void. Bragg v. Danielson, 141 Mass. 195, 196, 4 N.E. 622. There must be some ground for saying that the acts done in reliance upon the promise were contemplated by the form of the transaction either impliedly or in terms as the conventional inducement, motive and equivalent for the promise. But courts have gone very great lengths in discovering the implication of such an equivalence, sometimes perhaps even having found it in matters which would seem to be no more than conditions or natural consequences of the promise. There is the strongest reason for interpreting a business agreement in the sense which will give it a legal support, and such agreements have been so interpreted. Sherwin v. Fletcher, ubi supra.

What we have said justifies, in our opinion, the finding of a consideration either in the promise or in the subsequent act of the committee, and it may be questioned whether a nicer interpretation of the contract for the purpose of deciding which of the two was the true one is necessary. It is true that it is urged that the acts of the committee would have been done whether the defendants had promised or not, and therefore lose their competence as consideration because they cannot be said to have been done in reliance upon the promise. But that is a speculation upon which courts do not enter. When an act has been done, to the knowledge of another party, which purports expressly to invite certain conduct on his part, and that conduct on his part follows, it is only under exceptional and peculiar circumstances that it will be inquired how far the act in truth was the motive for the conduct, whether in case of consideration,--Williams v. Carwardine, 4 Barn. & Adol. 621 (see Institute v. Haskell, 71 Me. 487),--or of fraud. Windram v. French, 151 Mass. 547, 553, 24 N.E. 914, 8 L. R. A. 750. In Cottage St. Church v. Kendall, 121 Mass. 528, the form of the finding in terms excluded subsequent acts as consideration, and therefore it did not appear whether the facts were such that reliance upon the promise would be presumed. In Academy v. Gilbert, 2 Pick. 579, 13 Am. Dec. 457, the point was that merely signing a subscription paper without more did not invite expenditure on the faith of it. See Academy v. Cowls, 6 Pick. 427, 438, 17 Am. Dec. 387; Ives v. Sterling, 6 Metc. 310, 316. In this case the paper indisputably invited the committee to proceed.

A more serious difficulty if the acts are the consideration is that it seems to lead to the dilemma that either all acts to be done by the committee must be accomplished before the consideration is furnished, or else that the defendant's promise is to be taken distributively and divided up into distinct promises to pay successive sums as successive steps of the committee may make further payments necessary and may furnish consideration for...