Texas Farm Bureau Cotton Ass'n v. Stovall
Decision Date | 30 June 1923 |
Docket Number | (No. 3972.)<SMALL><SUP>*</SUP></SMALL> |
Citation | 253 S.W. 1101 |
Parties | TEXAS FARM BUREAU COTTON ASS'N v. STOVALL. |
Court | Texas Supreme Court |
Suit by the Texas Farm Bureau Cotton Association against J. C. Stovall. The Court of Civil Appeals affirmed a judgment dismissing the cause (248 S. W. 1109), and plaintiff brings error. Reversed and remanded, with instructions.
Aaron Sapiro, of San Francisco, Cal., C. K. Bullard, of Dallas, J. C. Lumpkin, of Waxahachie, and Etheridge, McCormick & Bromberg, of Dallas, for plaintiff in error.
Farrar & Kemble, of Waxahachie, Sharp & Tirey, of Ennis, and W. P. Hancock, of Waxahachie, for defendant in error.
This suit was instituted by the Texas Farm Bureau Cotton Association, a nonprofit co-operative agricultural association or corporation, organized under the Co-operative Marketing Act (Vernon's Texas Civil Statutes, 1922 Supplement, arts. 14½k to 14½yy). The purpose of the suit was to enjoin the defendant in error, Stovall, from delivering and selling his crop of cotton to parties other than the plaintiff in error, in violation of a contract alleged to have been made with the association, and to compel specific performance of this contract. On application for temporary injunction, the court after hearing the evidence sustained exceptions to the plaintiff in error's petition, and upon refusal to amend the cause was dismissed. An appeal was prosecuted to the Court of Civil Appeals for the Fifth district, which affirmed the judgment of the trial court. 248 S. W. 1109.
The plaintiff in error was organized by an organization committee, or "group of persons," composed of Mr. J. T. Orr and others, as contemplated by the statute (article 14½m). This committee issued and caused to be circulated over the state a document called the "Texas Farm Bureau Cotton Growers' Co-operative Marketing Association Agreement," which for convenience we will refer to as the "Grower's Application for Membership." This agreement was signed by some 20,000 cotton growers of the state, each grower signing a separate copy. Among others signing the instrument was the defendant in error, J. C. Stovall.
The agreement authorized the committee to obtain a charter when signatures thereto were obtained covering at least 500,000 bales of cotton. Signatures covering this number of bales were obtained. The committee then incorporated the plaintiff in error, mailed the defendant in error a certificate of membership, which was received and accepted, and he thereafter participated in the conduct of the association, to the extent at least of voting in the manner prescribed for by its board of directors. This agreement, signed by the defendant in error, contained as a part thereof the contract which will be hereafter set out, called the "Texas Farm Bureau Cotton Growers' Co-operative Association Marketing Agreement." The last-named portion of the instrument was incorporated in the body of the original document signed by the defendant in error, and as such was a part of his application for membership.
This application contained a provision to the effect that the acceptance of the application for membership and the marketing agreement by the Association should be conclusive upon the mailing of the notice by the Association. It also contained a provision to the effect that the subscriber agrees to execute, when requested by the Association, a marketing agreement substantially the same as that set forth in the agreement hereafter copied, or, at the option of the board of directors, be bound by the terms of the agreement embraced in the application for membership. The record shows that when the corporation was chartered it exercised the option to be bound by the association marketing agreement embraced in the original application, and that it notified defendant in error of this acceptance.
From the foregoing we conclude that defendant in error became a member of the Association, and the marketing agreement a contract between him and plaintiff in error. Belton Compress Co. v. Saunders, 70 Tex. 699, 6 S. W. 134; McCord v. Southwestern Sundries Co. (Tex. Civ. App.) 158 S. W. 226; Railway Co. v. Granger, 86 Tex. 350, 24 S. W. 795, 40 Am. St. Rep. 837; 10 Corpus Juris, §§ 753, 762, 766, 771, also §§ 289, 290, 291, 292, 296, 297.
The trial court found that the Association was duly organized, and after organization accepted defendant in error's application for membership, his association and marketing agreement, and duly notified him thereof; that he was producing cotton, refusing to deliver it to plaintiff in error, and selling and delivering it to others.
That court, however, as a matter of law, concluded the temporary injunction should be refused "because the contract executed by defendant is unilateral, uncertain in terms, and therefore not susceptible of specific performance, and is subject to the twelfth and fourteenth special exceptions of defendant's answer.
The Court of Civil Appeals states that the effect of the order of the trial court sustaining the exceptions was substantially to hold that the contract hereafter quoted was unilateral, uncertain, was not a contract for purchase and sale, and that it did not purport to be a contract between plaintiff in error and defendant in error.
The contract in question reads as follows:
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