New York & Chicago Grain & Stock Excharge v. Board of Trade

Garnett, J.

The question presented by this record is whether the Board of Trade of the City of Chicago has the right to collect the market quotations through its employes on the floor of its exchange, send them to the officers of the telegraph companies as its private dispatches to persons named as its correspondents, and prohibit the companies from transmitting them to any person except those designated by its directors.

The Board of Trade was organized as a private corporation in 1859, and has since continuously conducted its affairs for the benefit of its members only, having no pecuniary interest in the operations taking place on its exchange. Its charter is framed in such terms as we should expect to find in the case of an ordinary private corporation, in whose affairs no one is esjiecially interested except its own members. It has grown into an institution of vast commercial influence, and the quotations of prices coming from its exchange may justly be regarded as a potential factor in fixing market values of the necessaries of life. The growth of the corporation in power and influence does not change its character. Its charter does not impose upon it any duty of a public nature, nor has it assumed any. The interest of its members has been its object from its beginning. It has the right to collect the market quotations or refuse to do so. Having chosen to procure this information, it may dispose of it as its board of directors may order. The expense of compiling the quotations is ultimately borne by the members of the corporation. They, being charged with the expense, should, in all fairness, have the advantage of controlling its distribution. The news so gathered is a species of property (Kiernan v. Manhattan Q. Tel. Co., 50 How. Pr. 194), which the corporation holds and disposes of as a quasi trust fund. If the trust is abused or the commands of the directors are disobeyed a member may be entitled to relief on the same principle that any beneficiary of a trust fund may prevent its perversion-But the rights of a member can not be acquired by one who has not submitted to the burdens and conditions of membership. Admission to membership is necessarily a matter vested in the discretion of the board. The validity of its rules and regulations within the scope of its charter can not be denied-One of the rules makes any person of good character and credit, and of legal age, eligible as a member, on presenting a written application indorsed by two members stating the name and business of the applicant, after ten days notice of such application has been posted on the bulletin board of the exchange and approved by at least ten affirmative votes of the directors, and on payment of an initiation fee of 5^10,000, or presentation of an unimpaired or unforfeited membership duly transferred, and signing''an agreement to abide by the rules, regulations and by-laws of the association. We are unable to say there is anything unreasonable in this rule. If it is valid it excludes every person from the benefits of membership who has not conformed to the prescribed terms, and courts have no authority to interfere in the premises. Another of its rules provides for the collection by its employes of the quotations, and their transmission only to such persons as the directors may approve. The rule might have directed that the reports be sent to no person except members, and no just complaint could have been made. In two cases this rule, reserving to the board the power of discrimination in the distribution of its market reports, has been judicially passed upon, and in both instances the power of the board has been upheld. Bryant v. W. U. Tel. Co., 17 Fed. Rep. 825; Marine G. & S. Exchange v. W. U. Tel. Co., 22 Fed. Rep. 23.

■There can be no public policy controlling any course of business unless some public interest will be affected by the failure to control. It is true that the producers and consumers are alike interested in current prices of the great staples which change hands at this point; but the producer and consumer meet face to face, in the persons of their respective brokers, in the operations of the exchange. The market news is equally accessible to both. The agent represents the principal and is liable to him for any neglect or failure in duty which brings him a loss. The instantaneous news which the appellant contends it has the right to receive from the telegraph company, may not reach the principal except by the slower methods of newspaper publication, but his representative, the broker, is at all times in immediate contact with it. and is bound to use it to the best advantage for his principal.

These reports are compiled at the expense of the members of the association and are their private property in. their associated capacity. There is no just principle which can deny them the right to name the parties to whom they shall be sent by the instantaneous or any other method. The individual business of each of the members is of a private character; the aggregate business of the members is not of a different character. They have in effect agreed among themselves to regulate the transmission of the telegraphic dispatches relating to their private business, and their competitors in business, who do not choose to become members and pay their fair share of the expenses of procuring this information, should not be allowed to dictate its disposition.

The order of the court below dissolving the injunction and dismissing the hill will be affirmed.

Order affirmed.