People ex rel. Slutter v. Holstein-Friesian Ass'n of America

Majority

p. 142

People ex rel. Anthonius C. Slutter, App’lt, v. The Holstein-Friesian Association of America, Resp’t.

(Supreme Court, General Term, Second Department,

Filed July 23, 1886.)

Headnote

1. Corporations— Private—Quasi Public—Laws 1885, chapter 333—

Rights to register cattle ot herd-book op association—Membership.

A corporation “for the purpose of improving the breed of HolsteinFriesian cattle, ascertaining, preserving and disseminating information concerning said cattle, * * * and preparing, publishing and supplying all necessary volumes of the'H. F. herd-hook” is a private corporation and cannot he compelled to admit to membership any person that it does not desire, nor to inspect or register the cattle of non-members in its herd-hook.

2. Same—Intention to admit public not shown by general clause.

The clause “thereby to promote the interests of the public generally” at the end of the enumeration of the objects of the association does not show an intention to admit the public at large to the corporation.

Benj. F. Tracy, for app’lt; HiscocJc, Gifford & Doheney, for resp’ts.

These are appeals from orders of the special terms denying two several applications for writs of mandamus. The relator is a resident of Brooklyn, and has declared his intention to become a citizen of the United

States. He is an importer of Holstein-Friesian cattle. The respondent is a corporation, incorporated by chapter 333, Laws of 1885, of this state. The first application is to admit the relator to membership in the corporation, the second to compel the corporation to inspect and register the relator’s cattle.

By the act referred to, certain named persons and “all other persons hereafter duly associated, as provided by the by-laws, with, or succeeding them, ” are constituted a corporation, “for the purpose of improving the breed of Holstein-Friesian cattle; ascertaining, preserving and disseminating, as provided by its by-law's, all useful informa

p. 143

fcion and facts as to their pedigrees, desirable qualities, and the distinguishing characteristics of the best specimens, and preparing, publishing, and supplying all necessary volumes of the Holstein-Friesian Herd Book, and generally for promoting and securing the best interest of the importers, breeders and owners of said cattle, and thereby the public generally.”

The affidavits of the relator show that respondent keeps a herd book, in which Holstein-Friesian cattle are registered ; that it has refused to admit the relator to membership or register his cattle; that by not being registered by respondent, the value of his cattle will be diminished one-half.

The right of the relator to relief depends on the question whether the respondent is a private corporation or a quasi public one. The mere fact that the respondent is a corporation organized for certain business purposes, gives no right to the public, or any member of it, to share in the advantage or convenience of the business. In Weismer v. Village of Douglas ( 64 N. Y., 91 ), the corporation was organized to improve a water privilege on the Delaware river, and to manufacture lumber, and the defendant was authorized to issue bonds in its aid. It was held that the business-of the corporation was wholly private, that it might refuse-to manufacture lumber for any person, and that hence the authority of the town to issue bonds in its aid was invalid. In the matter of the Deansville Cemetery ( 66 N. Y., 569 ), it was held that an incorporated rural cemetery could not be empowered to condemn land, that the use was wholly a private one, and that the whole effect of the incorporation of these associations was to unite private individuals in securing their private interests. In the matter of the New York, Lackawanna and Western R. R. Co. ( 99 N. Y., 12 ), the court of appeals say of a steamboat company organized under the general law, that under it it might remain a private corporation, and that if it assumed any obligations to the public, it was because of its own act it became a common carrier, not by any duty imposed on it by its incorporation. Therefore, unless the respondent is a quasi public corporation, like a railroad or telegraph company, these appeals must fail.

I find nothing in the language of the act incorporating-the respondent, nor in the powers granted it, tending to show an intention to impose upon it public obligations. The right to share in the advantages of the corporation, is. limited to the named persons, and those who might become associated with them according to the by-laws of the company. Thus the choice of associates is left to the incorpprators.

p. 144

At the end of the enumeration of the objects of the association, is found the expression “thereby to promote the interests of the public generally.” This does not tend to show an intention to admit the public at large to the corporation. The intention was to benefit the public by the success of the private corporation. It could not have been intended that membership of the association should have been open to the public as a matter of right. There is no qualification of membership prescribed by the statute, no machinery for admission to membership provided. More numbers might render the corporation so unwieldy as to prevent its successful operation.

The respondent obtained from the act of the legislature not a single power or franchise save the franchise to be a corporation. Everything the corporation is empowered to do, the corporators, as individuals, might have done without the act of the legislature.

If there be value in registry in the respondents’ herd book, it comes not from the law, but from the intrinsic merits of the book. Keeping a registry of cattle is purely a private undertaking. The statute provides for no general registration of cattle, nor does it give advantages to registered cattle. The respondent has no monopoly of registration. We cannot see that it stands in any different position from a bank or insurance company. It may do business with whom it will.

The orders appealed from should be affirmed, with costs.

Barnard,P. J., and Dykeman, J., concur.