Sanford v. Boston Edison Co.

• Decision Date: 28 June 1944
• Citation: 56 N.E.2d 1,316 Mass. 631
• Parties: SANFORD et al. v. BOSTON EDISON CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

316 Mass. 631

56 N.E.2d 1

SANFORD et al.

v.BOSTON EDISON CO.

Supreme Judicial Court of Massachusetts, Suffolk.

June 28, 1944.

Bill in equity by Herbert R. Sanford and others, officers of United Brotherhood of Edison Workers, in behalf of himself and all other members, against Boston Edison Company, to enjoin the defendant from refusing to recognize assignments of wages made by defendant's employees to the union in accordance with collective bargaining contract, for specific performance of the contract and for execution for the amount due the union. From adverse decrees, the plaintiffs appeal.

Reversed.Appeal from Superior Court, Suffolk County; Greenhalge, Judge.

Before FIELD, C. J., and QUA, DOLAN, and RONAN, JJ.

R. C. Evarts, of Boston, and J. D. Hanify, of Belmont, for plaintiffs.

W. R. Cook, of Boston, for defendant.

QUA, Justice.

This bill is brought by officers of United Brotherhood of Edison Workers, hereinafter called the union, in behalf of themselves and all other members, who ‘are too numerous to be joined as plaintiffs herein.’ Its allegations are in substance these: On May 24, 1940, the union and the defendant entered into a written contract attached to the bill. Article 5, § 7, of the contract is as follows: ‘The Company will not by general rule or otherwise refuse to recognize assignments of wages when made in accordance with the provisions of Chapter 96 of the (Massachusetts) Acts of 1933.’ A large number of members of the union have executed written assignments of a portion of their future wages to be deducted each month for the payment of their dues to the union, and the company has heretofore in accordance with its agreement deducted the amounts so assigned from the wages of said members and has forwarded said deductions to the union; but on or about August 31, 1943, the defendant notified the union that it would thereafter refuse to recognize such assignments of wages for the payment of dues by approximately one hundred twenty members of the union, whose assignments contained written requests for the deduction of their union dues from the wages of the respective assignors; and that it would not deduct the amounts so assigned from said members' checks and would not forward the aggregate of such amounts to the union. The defendant refused to forward such amounts which became due on September 1, 1943. The union has fully performed the contract on its part and will suffer irreparable damage for which it has no plain, complete, and adequate remedy at law.

The prayers of the bill are that the defendant be enjoined from refusing to recognize the assignments, for specific performance of the contract, and particularly of art. 5, § 7, and for an execution for the amount due the union.

The contract referred to in the bill and annexed to it recites that the union has been organized by employees of the defendant; that all the employees are eligible to membership (with some exceptions as to employees exercising powers of discipline); and that a majority of such employees are members and have designated the union as their exclusive collective bargaining representative. It contains, in addition to the ‘check off’ provision set forth in the bill, elaborate provisions relating to wages, hours, tenure of employment, and settlement of disputes. It seems intended to regulate generally the relations of the defendant to its employees in such matters as are commonly the subject of collective bargaining.

Statute 1933, c. 96, to which reference is made in the contract, added a new § 8 at the end of G.L.(Ter.Ed.) c. 154. The new section provides that none of the earlier sections of the chapter (which regulates and limits assignments of future wages) should be applicable to or control or prohibit the deduction of labor or trade union or craft dues or obligations from wages of an employee in accordance with a written request made by the individual employee.

The defendant demurred to the bill on the grounds that the plaintiffs have not stated a cause of action and that they have a plain, adequate, and complete remedy at law.

1. In our opinion the bill states a cause of action for specific performance of the defendant's promise to recognize the assignments. A decree to that effect could easily be enforced and is open to none of the objections that sometimes prevent relief of that character. Only by ordering a specific performance can the court secure to the plaintiffs the real benefit of their contract. That contract is the joint property of all the members of the union. They can enforce it jointly by means of this suit brought in behalf of all. A series of law suits brought at intervals as long as the contract remains in force to recover the sums assigned, which by the terms of the assignments are payable to the union monthly, would not give the union the benefit of the ‘check off.’ The parties intended that the union should secure regular payment of the dues of its members while they were earning wages. Labor considers this important, especially under present conditions. It was in part to get this that the plaintiffs gave their own promises which formed the consideration on their part for the contract. The defendant agreed to it. The defendant should not be allowed to substitute for the ‘check off’ which it promised a choice of either continuous litigation or long delay in the receipt of the sums due. See R. H. White Co. v. Murphy, 310 Mass. 510, 518, 38 N.E.2d 685.

There is a growing tendency to give the promisee the actual performance for which he bargained, if he prefers it, instead of a substitute in damages, where the damages are not the equivalent of the performance. Williston states the general rule defining instances where specific performance will be granted in these words, ‘where damages are an inadequate remedy and the nature of the contract is such that specific enforcement of it will not involve too great practical difficulties, equity will grant a decree of specific performance.’ Williston on Contracts (Rev.Ed.) § 1418, at page 3952. This rule is applied in proper cases involving collective bargaining contracts. Williston on Contracts (Rev.Ed.) § 1423A, and cases cited. See ‘The Present Status of Collective Labor Agreements,’ 51 Harvard Law Review, 520. In Am. Law Inst. Restatement: Contracts, § 361(e), comment i, it is said: ‘Damages are not adequate if full compensation for resulting harm will involve the plaintiff in multiple litigation, either with several different parties or in the form of repeated actions against the defendant.’ See also § 372. A number of cases in this Commonwealth illustrating in greater or less degree the broadening tendency in applying the remedy of specific performance will be found in the footnote. ¹

2. The defendant's contention that no breach of the contract is alleged because it does not appear that the defendant has adopted or put into effect any ‘general rule’ refusing to recognize assignments of wages is without foundation. The defendant's promise in art. 5, § 7, that it would not ‘by general rule or otherwise’ refuse to recognize the assignments means that it would not refuse either by general rule or without a general rule. The maxim noscitur a sociis has no application. Sheehy v. Barry, 87 Conn. 656, 661-662, 89 A. 259;Black v. Delaware & Raritan Canal Co., 22 N.J.Eq. 130, 7 C. E. Green, 130, 400.Collector v. Hubbard, 12 Wall. 1, 16, 18, 20 L.Ed. 272;Whitlock v. Boston & Maine Railroad, 1 Cir., 29 F.2d 351. Compare Commonwealth v. Rice, 9 Metc. 253, 258. The allegations of refusal to recognize one hundred twenty assignments are sufficient allegations of breach. The case is distinguishable from Becker Transportation Co., Inc., v. Department of Public Utilities, 314 Mass. 522, 526, 527, 50 N.E.2d 817, and other cases cited by the defendant.

3. The provision of art. 1, § 7, of the contract that ‘all agreements herein are subject to all applicable laws * * * and to the lawful regulations, rulings and orders of regulatory commissions having jurisdiction; and that this agreement shall be modified to conform to such laws, regulations, rulings and orders' does not make it necessary that the plaintiffs in bringing suit to enforce art. 5, § 7, should allege that there were no such rulings, regulations or orders which made it unlawful for the defendant to perform its obligations under the last mentioned article. Article 5, § 7, contains a promise of the defendant in general terms. The exception or qualification expressed in art. 1, § 7, although applicable to the entire instrument, is entirely separate from and not a part of or even referred to in art. 5, § 7. The plaintiffs could allege the general promise as set forth in art. 5, § 7, leaving it to the defendant to plead in defence any rule or regulation of any commission making it unlawful for the defendant to recognize assignments of wages, if there can be any such rule or regulation. Stearns v. Barrett, 1 Pick. 443, 450, 451,11 Am.Dec. 223;Commonwealth v. Hart, 11 Cush. 130, 133-137;Ansell v. Boston, 254 Mass. 208, 211, 150 N.E. 167;Murray v. Continental Ins. Co., 313 Mass. 557, 563, 48 N.E.2d 145. Indeed, art. 1, § 7, seems to have added but little to the contract, since illegality would be a defence without such provision, and unless evident on the face of the instrument would commonly be pleaded by the defendant. Morello v. Levakis, 293 Mass. 450, 451, 452, 200 N.E. 271.

4. The bill is not defective for failure to allege that the plaintiff had first sought arbitration under the elaborate provisions of the contract for the settlement of disputes. It is plain that those provisions contemplate the entire and final settlement of all controversies to which they apply. Under our decisions such provisions for arbitration are not valid at common law. Bauer v. International Waste Co., 201 Mass. 197, 202-203, 877 N.E. 637; Norcross Brothers Co. v. Vose, 199 Mass. 81, 94, 85 N.E. 468;Brocklehurst & Potter...