(dissenting). The rights of the complainant, Sawyer, must be determined from the standpoint of his relations to the defendant and its members. He voluntarily applied and became a member of the association. He was presumed to know the law, and, whatever may be the rule where an officer of the company misstates the effect of the by-laws, the charter of the defendant is binding upon him. Misrepresentations as to the effect or construction of the statute will not avail him. So, also, if Walton represented that there were by-laws which in point of fact were in conflict with the charter, this could not avail, for such by-laws would be void. The circuit judge found as a fact that the scheme as claimed by the complainant is not warranted by the charter, and that the defendant could not carry on business under such a scheme.
*236Section 10 of the act in regard to building and loan associations1 provides:
“A borrower may repay a loan at any time, and, in the event of the repayment thereof before the expiration of the eighth year after * * * the date of issue of the series of stock in such association on which the loan may have been made, there shall be refunded to such borrower one-eighth of the premium paid for every year of the said eight years then unexpired.”
Section 6 provides that—
“ Any stockholder wishing to withdraw from the said corporation shall have the power to do so by giving 30 days' notice in writing at a stated meeting of his or her intention to withdraw, when he or she shall be entitled to receive the amount paid in by him or her, and such interest thereon or such proportion of the profits thereon as the by-laws may determine.”
The circuit judge, in his written opinion, said:
“Both parties were bound to know these provisions. All members must participate equally in the profits. This is the fundamental law of the organization as indicated by the statute. The plan contended for by the-complainant, by which an arbitrary amount of the loan was to be considered as paid every year, would be subversive of the scheme, and hence illegal. Even if such were the agreement, a court of equity would not adopt the agreement, nor enforce it, when the agreed rule would produce a result contrary to the evident design of the Legislature in creating building associations. The plan which it is claimed was presented by the secretary in its operation would have worked an injustice to other members, and would have been inequitable and unfair.”
The conclusion of the circuit judge is, in my judgment, fully justified. The profits of the company depend upon the amount of business done, the premiums bid for loans, and the expenses necessarily incurred. These companies cannot, under the law, guarantee a certain amount at a speci*237fied time. Under the complainant’s theory, he obtained his loan for over four years at about,6 per cent, per annum. I am unable to see how this is possible under the scheme authorized by the law. It would be impossible for these associations to exist by simply loaning money at 6 per cent., or by authorizing members to withdraw upon the basis of the representations now claimed. This association had just been formed when the complainant became a member. As Mr. Walton testified, they were all “green at the business.” If complainant may rely upon the statements of Walton, which in fact were only his construction of the by-laws, all the other members may do likewise, if Mr. Walton so informed them. The result would be the ruin of the association.
The complainant was a lawyer of experience and ability, living in the same place with Walton. The organization of the association had just been completed. Walton acted honestly. The by-laws were at complainant’s disposal to examine if he chose, but he preferred to rely upon the construction placed upon them by a layman. He continued a member of the association for over four years, receiving its benefits, and acting in accordance with its charter and by-laws. The injustice to other members of the defendant in now permitting him to withdraw, not in accordance with the charter and by-laws as they are, but as Mr. Walton, nearly five years before, explained them to him, is manifest. I think his discovery that the bylaws were not as represented came too late. Ogilvie v. Insurance Co., 22 How. 391.
One author says:
“While by-laws are not always binding upon strangers, a person who becomes a member of an association or company after the adoption of a by-law is not considered a stranger, and by joining the organization he is deemed to accord his assent thereto, and to be thereafter bound by *238the obligations which it may impose upon the members.” Beach, Priv. Corp. § 321.
Another author, after stating the essentials of valid bylaws, says:
“Where these features are found, and the by-law has been properly passed, every member’s consent is conclusively presumed, and his submission required.” End. Bldg. Ass’ns, § 271; Bac. Ben. Soc. § 81, and note.
In Upton v. Tribilcock, 91 U. S. 45, 50, the defense was. that a subscription to the stock of a company was obtained by the fraudulent representation of the agent that the stock was in part non-assessable. It was there said:
“That the defendant did not read the charter and bylaws, if such were the fact, was his own fault. * * * That a stockholder may relieve himself from his liability by proof that he was misinformed as to the effect of his contract when he made it would be a disastrous doctrine. That a defendant who could not, by contract, lawfully relieve himself from liability as a stockholder, can accomplish that result by proof that it was fraudulently represented to him that he could so relieve himself, would be strange indeed.”
I do not wish to be understood as saying that there are not cases in which a stockholder will be entitled to relief against a corporation for false and fraudulent representations in selling the stock to him. Such was the case of Railway Co. v. Kisch, L. R. 2 H. L. 99. In that case a prospectus was issued by the directors of the company, containing false and fraudulent representations in regard to its capital, upon the faith of which the defendant agreed to purchase some of its stock. But no such state of facts exists ■ in the present case. The whole difficulty arises upon the honest, but mistaken, construction of the bylaws placed upon them hy the secretary of the company to one who applied for membership almost at the inception *239of the organization. It is not a rule of universal application that a party is entitled to rely upon the representations of another. When the complainant applied for membership he was bound to take notice of the charter and by-laws of the defendant. Came v. Brigham, 39 Me. 38; Cummings v. Webster, 43 Id. 192. When one has the means of knowledge at his disposal ■ when becoming a member of associations like that of the defendant, and chooses to rely upon the statement of an officer of the company as to the effect of the by-laws, he does so at his peril, and should not, years after, be heard to say that the officer misrepresented them.
I think the decree should be affirmed.
Hooker, J., concurred with Grant, J.3 How. Stat. § 3981a et seq.