State Council of Junior Order of United Am. Mechanics of N.J. v. Nat'l Council of Junior Order of United Am. Mechanics of N. Am.

• Decision Date: 01 August 1906
• Citation: 71 N.J.E. 433,64 A. 561
• Parties: STATE COUNCIL OF JUNIOR ORDER OF UNITED AMERICAN MECHANICS OF NEW JERSEY v. NATIONAL COUNCIL OF JUNIOR ORDER OF UNITED AMERICAN MECHANICS OF NORTH AMERICA et al.
• Court: New Jersey Court of Chancery

64 A. 561

71 N.J.E. 433

STATE COUNCIL OF JUNIOR ORDER OF UNITED AMERICAN MECHANICS OF NEW JERSEY

v. NATIONAL COUNCIL OF JUNIOR ORDER OF UNITED AMERICAN MECHANICS OF NORTH AMERICA et al.

Court of Chancery of New Jersey.

Aug. 1, 1906.

Suit by the state council of the Junior Order of United American Mechanics of New Jersey against the national council of the Junior Order of United American Mechanics of North America and others. On final hearing. Decree for complainant.

For previous litigation in this state between the parties, see National Council Jr. O. U. A. M. v. State Council Jr. O. U. A. M., 64 N. J. Eq. 470, 53 Atl. 1082; s. c, on appeal, 66 N. J. Eq. 429, 57 Atl. 1132.

Fergus A. Dennis and Alan H. Strong, for complainants. Charles H. Knox, John T. Dooling, and B. B. Hutchinson, for defendants.

PITNEY, V. C. The questions presented for consideration and decision are of great importance to the parties, and somewhat novel in character, and not easy of solution. They have been argued with marked ability and complete thoroughness by counsel on each side, both orally and in writing, and have received careful consideration. I say they are important to the parties, because they involve the very life and right to exist on the part of the complainant. It was, indeed, at first suggested by the defendant that the defeat of the complainant on the merits in this cause did not necessarily involve such radical results, but, later on, that position was abandoned, and it was distinctly avowed by the defendant that if it succeeded in this cause on the merits, it was its intention to proceed by certain measures which it had in view to practically destroy the complainant's present position and activities. The complainant seeks by its bill to enjoin the defendant from proceeding with certain measures which it has instituted with a view to establishing an organization in New Jersey with precisely the same name, and of precisely the same character as that of the complainant, which new organization shall act in obedience to and in concert with the defendant, and shall take the place which the complainant has heretofore occupied and still occupies in this state, and perform all the functions which the complainant has been and still is performing therein. The defendant avows this intention and that its object is to virtually destroy the complainant. The reason it gives for this action is that the complainant was for many years, and still ought to be subject to the jurisdiction of the defendant, and obedient to its laws, and that in the years 1899 and 1900 it rebelled and seceded from the defendant, and was disciplined therefor by the defendant, and its charter, granted by defendant and involving its right to exist, was revoked by the defendant This rebellious conduct on the part of the complainant is admitted and justified by it, and the validity of this justification is one of the important questions, if not the only question, in the cause, and will be first dealt with.

The relations between the parties, in the aspect of law, was dealt with to some extent in the opinion of this court in National Council v. State Council Jr. O. U. A. M., 64 N. J. Eq. 470, 53 Atl. 1082. The matter therein in dispute was the imposition of a tax by the defendant on the complainant, and upon that question this language was used: "In considering this question it must be borne in mind that the relation between the parties is a purely voluntary one. The constitution of the national council provides for the collection of a tax in the manner hereinbefore stated; but it is hardly necessary to remark that it has no power to enforce it. So with the state council; it imposes a tax upon the different subordinate councils, but has no power to enforce it. Neither have the officers of the subordinate councils any power to enforce a tax which they lay upon their members. Any member may withdraw at any time. The adhesive power which holds these several bodies together is the supposed benefit, first, to the individual members by reason of their membership; then to the subordinate council by reason of its connection with the state council, and then to the state council by reason of the benefit supposed to be derived by its connection with the national council. The relation, indeed, between them is quasi contractual; but I can find no warrant anywhere in the case, nor in the law applicable thereto, for the notion that the national council could bring an action at law against any state council, and recover damages for its refusal to collect any tax which the national council may Impose. Whatever right of that sort exists is unenforceable by legal action, and hence the complainant was compelled to put its case upon the ground of a trust, for money had and received." As the decree made by this court was affirmed in 66 N. J. Eq. 429, 57 Atl. 1132, for the reasons given by this court, I shall assume that, so far as that language is applicable here, It is correct. And it may be summarized for present purposes thus—the relations between the parties are purely contractual.

The complainant admits that for many years it has held a charter granted by the defendant, and that it acted in all respects in obedience to the laws enacted by the defendant, until the fall of 1899, but it denies that it is in any sense the creature of the defendant, but asserts and shows that its existence as an organization of precisely its present character predated that of the defendant, and that it, the complainant, in conjunction with a similar organization in the state of Pennsylvania and one in the state of Delaware, created the defendant, and that the defendant owes its existence to the complainant rather than the contrary, and it argues that the subordinate position which, subsequent to the creation of the defendant, the complainant chose to occupy to it was purely voluntary and contractual, and that complainant had the right, at any time, at its free will and pleasure, to dissolve the same, and resume its original independent existence, with all its consequences, viz., the full and complete jurisdiction which it had previously exercised over numerous local councils of the same order in the state of New Jersey. This is one branch of the complainant's justification for its rebellion. But another branch which, it is argued, supports the first, is that the defendant's organization, without any lawful or justifiable warrant whatever, in the month of June, 1899, materially altered and added to the objects of the order, thereby attempting to alter the contract which formed the very basis of the relations then existing between them, and that such conduct fully and thoroughly, of itself, justified the complainant in its rebellion and secession.

Let us now consider the facts upon which complainant relies in support of this dual position. The complainant was incorporated by an act of the Legislature of February 25, 1875 (P. L. 1875 [private] p. 52), but it was in existence as an unincorporate society from July 12, 1869. Its origin is this: The Junior Order of United American Mechanics was instituted at Germantown, Philadelphia, May 17, 1853, by the organization, as an original unit, of Washington Council, No. 1. This seems to have been organized under the auspices of an older organization known as the "Order of United American Mechanics," and its idea seemed to be to operate upon, and with, very young men. Later on, other unit organizations, called "Local Councils," were instituted in Pennsylvania until there were eight in all, and these eight, on March 13, 1860, formed the State Council of Pennsylvania. That council formed local councils in New Jersey and Delaware, so that between the years 1860 and 1869, 10 local councils were instituted in the state of New Jersey pursuant to charters granted by the State Council of Pennsylvania.

On July 12, 1869, these 10 councils organized the State Council of New Jersey, the present complainant in the meantime local councils had been organized in Delaware, and these in their turn organized a state council in Delaware. Then on September 30, 1869, the state councils of Pennsylvania, New Jersey, and Delaware, being the only state councils in existence, organized the national council, which thereafter existed as a voluntary unincorporated association until April 10, 1893, when it became incorporated, pursuant to a statute of Pennsylvania, by an order of the Court of Common Pleas of Philadelphia county, Pa. The local councils, now called "Subordinate Councils," were composed of individuals, with a corps of officers. The state councils are composed of delegates chosen by the subordinate councils. The national council is likewise composed of delegates chosen by the state councils, and of certain persons who have held certain offices in the state council. All these councils—national, state and local—have written constitutions, by-laws, and regulations. The local councils exist by virtue of charters from the state council, and the state councils exist, with the exception, as claimed by the complainant, of those whose original organization antedates that of the national council, by virtue of charters granted by the national council.

Of course, the important matter, forming the very core and heart of these organizations, is the object or objects of their existence. That object is stated in the charter granted to complainant by the Legislature, as follows: "And be it enacted, that the objects of this association shall be to maintain and promote the interests of the American youth; to assist them in obtaining employment; to encourage them in business; to afford relief to the members thereof, and to defray the expenses of their funerals, or such other cases of distress as shall be denned by the by-laws." Those objects, in almost the same words, are found in the several copies of the charter of the national constitution with which I have been furnished. One handed up...