Newhall v. Supreme Council American Legion of Honor

• Decision Date: 12 March 1902
• Citation: 181 Mass. 111,63 N.E. 1
• Parties: NEWHALL v. SUPREME COUNCIL AMERICAN LEGION OF HONOR.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

181 Mass. 111

63 N.E. 1

NEWHALL v. SUPREME COUNCIL AMERICAN LEGION OF HONOR.

Supreme Judicial Court of Massachusetts, Suffolk.

March 12, 1902

COUNSEL

Lynde Sullivan and W. L. Frothingham, for plaintiff.

John H Butler, for defendant.

OPINION

HOLMES C.J.

This is an action on a certificate of membership issued by the defendant to Eben D. Newhall and promising to pay the plaintiff five thousand dollars upon certain conditions which have been performed. The defendant sets up that since issuing the certificate it has changed its by-laws and cut down the highest amount to be paid upon any benefit certificate to two thousand dollars. The plaintiff denies the power of the defendant thus to diminish a member's rights under his contract. The promise is made 'in consideration of the full compliance with all the by-laws * * * now existing or hereafter adopted,' but the conditions attached to the promise refer to the by-laws only so far as to require payment of assessments and the deduction of advances for sick or disability benefits in accordance with them. Subject to these conditions the promise is absolute. Upon these facts we are of opinion that the plaintiff is right and is entitled to recover the larger sum.

If the plaintiff's rights stood simply upon the by-laws in force at the time when the certificate was issued, as was the case in Pain v. Société, 172 Mass. 319, 52 N.E. 502, 70 Am. St. Rep. 287, the question would be raised whether such a change of by-laws, if necessitated by the condition of the society, was permissible as against her, or was unreasonable and an abuse. See Messer v. United Workmen (Suffolk; Jan. 3 1902) 62 N.E. 252; Smith v. Galloway [1898] 1 Q. B 71; Fugure v. Society, 46 Vt. 362; Fullenwider v. Supreme Council, 180 Ill. 621, 54 N.E. 485, 72 Am St. Rep. 239; Nibl. Vol. Soc. (2d Ed.) § 25. But the plaintiff's rights do not stand upon the by-laws alone. They stand also upon express contract. The promise to pay five thousand dollars is conditioned by the by-laws only to the extent that has been stated. Even if the 'full compliance with all the by-laws' which is mentioned as a consideration for the promise is not interpreted and limited by the more specific provisions of the express conditions 'compliance' in this connection means doing what the by-laws may require the member to do, not submission to seeing his only inducement to do it destroyed. The case is not like Daley v. Association, 172 Mass. 533, 52 N.E. 1090, and Moore v. Association, 103 Iowa, 424, 72 N.W. 645, where the promise to pay a fixed sum was qualified by reference to a fund from which the payment was to come and which might turn out inadequate from causes over which the defendant had no control. Stating our opinion in a different form,...