Mandell v. Cole

I concur in the result upon the ground that the Greene County Sheep Breeders Co-operative Association, Inc., having been incorporated under article 13-A of the Membership Corporations Law (Laws of 1918, chap. 655), the contract of the plaintiff's assignor was made with it, and not with the individual members through the corporation as agent. The act not only provides for the incorporation, but also for the liability of the corporation and the limited liability of its members. The contract for the sale of the wool and all the circumstances of this case show that the dealings of the plaintiff's assignor were with the corporation as principal, not as agent. The parties are presumed to have known this statute under which the corporation acted, its privileges, obligations and limits to liability. These facts materially differentiate this case from Mandell v. Moses (209 App. Div. 531; 239 N.Y. 555). The statute permitting incorporation and the action of the sheep breeders association under it, clearly indicate that the association was intended to act and did act as principal and not as agent. Upon this ground, and this only do I concur.

HISCOCK, Ch. J., CARDOZO and ANDREWS, JJ., concur with LEHMAN, J.; POUND and CRANE, JJ., concur in memorandum by CRANE, J.; McLAUGHLIN J., votes for affirmance on ground that this case cannot be distinguished from Mandell v. Moses (209 App. Div. 531; affd., 239 N.Y. 555). *Page 236