McCarter v. Baltimore Chamber of Commerce

Constable, J., delivered the opinion of the Court. The only question in this appeal is one of pleading, and involves only the sufficiency of the averments of the amended declaration. A demurrer was interposed by the defendant, and upon it being sustained and judgment entered for the defendant for costs, this appeal was taken from that judgment. It will be necessary for a determination of the question to set out quite fully the allegations of the declaration.

It avers that the Baltimore Chamber of Commerce, the appellee, was a corporation, and had extant on the 10th day of February, 1913, and on the day of the filing of this suit, the following section of its charter: “Section 5. And be it enacted, that the purposes of said corporation shall be to provide and regulate a suitable room or rooms for a produce exchange in the City of Baltimore; to inculcate just and equitable principles of trade; to establish and maintain uniformity in commercial usage; to acquire, preserve and disseminate valuable business information; and to ¹³³ adjust controversies and misunderstandings between its members and themselves or between them and other persons thereto consenting, which may arise in the course of business.” There is also set out in full section 6 of Article 9 of the By-Laws of the corporation, prescribing the duties of the Executive Committee. There was also in effect the third paragraph of section 11 of Article 9 of the By-Laws, and which was as follows: “Third—Any corporation, joint stock company, firm or individual not a member of the Baltimore Chamber of Commerce, who shall be accused of any proceedings inconsistent with just and equitable principles of trade, in relation to a transaction had through or with any member of the Baltimore Chamber of Commerce, shall on complaint be summoned before the Complaint Committee and given an opportunity to be heard. Should the Committee be unable to induce a settlement, and the circumstances shall seem to the Committee to warrant, the complaint and all proceedings thereunder shall be referred by the Committee to the Board of Directors, who shall consider the evidence produced before the Complaint Committee, and give both plaintiff and defendant an opportunity to be heard again, and to produce additional evidence at such hearing if either shall so desire, prior to final action in the case; and if, in the opinion of the Board, the charge or charges against said defendant be substantiated, it may, by a vote of not less than two-thirds of' all the members present, prohibit said defendant representation on the floor of the Chamber, and any member of the Chamber who shall with knowledge of such prohibition represent or transact business with or on behalf of said defendant, after notice of such prohibition shall have been posted on the bulletin during five days, shall be deemed guilty of wilful violation “of the By-Laws, and subject to the ¹³⁴ penalties prescribed in section 5 of Article 7, and such member shall be proceeded against in accordance with the By-Laws for such violation.

All complaints under this section shall be in writing and addressed to the Chairman of the Complaint Committee, who shall cause the same to be served on the defendant, with notice of the time of hearing.” It is then averred that “because the plaintiff was indebted unto one of the members of the said corporation in the sum of eighty dollars, which was a balance due on a note which was being gradually liquidated by the plaintiff” the corporation caused to be posted the following notice: “Robert McCarter, Reisterstown, Maryland. The attention of members is called to Article 9, section 11, paragraph 3 of the By-Laws. This rule will be strictly enforced.” It is then further averred as follows: “And for a long time prior to the date of the promulgation of the aforesaid notice on the 10th of February, 1913, and as of the date of the filing thereof on the 10th day of February, 1913, and since that date, the plaintiff was employed by certain members of this defendant corporation, and the said defendant corporation, through its officials, agents and employees, on or about the 19th of August, 1913, in accordance with the aforesaid sections of the Charter and By-Laws hereinbefore set forth, cited John M. Frisch and Company, H. C. Jones and Company, G\ 'A- Hax and Company and Sinton Brothers and Company, by whom the plaintiff was employed prior to the 10th of February, 1913, and the aforesaid firms were directed to discharge from their employ and to cease further dealings with the plaintiff, and that some of said firms did immediately discharge from their employ the plaintiff, and that certain other of said firms did not, and that thereafter the said board of directors and certain members of the said corporation, did, by intimidation and coercion compel the ¹³⁵ remaining firms to discharge this plaintiff from their employ and cease further dealings with him, by threatening to reprimand, suspend or expel said firms, who were members of said defendant, in accordance with section 5 of Article 7 of the defendant’s By-Laws.” Said section clothes the board of directors with the power to reprimand, suspend or expel, with the consent of a two-thirds vote of the members, any member who has been guilty of a breach of the rules, regulations or by-laws. It is then charged that, as a result of the illegal action upon the part of the defendant, the plaintiff has been deprived of his position and employment and has been “blackballed and boycotted” by the members of the corporation and has suffered malicious injury.

Stripped of its legal phraseology the complaint of the plaintiff is merely that while employed by several of the individual members of the corporation and being indebted to another of said members, the corporation compelled his employers to discharge him and abstain from further dealings with him under threats, by virtue of a by-law, of themselves being denied the privileges of membership in the corporation. That the posting of the notice under the by-laws was not sufficient to bring about the severance of the relations between the plaintiff and some of the members, but in order to accomplish that end it was necessary to cite the unwilling members before a committee and direct them to observe the by-law. That even then there were some members who persisted in refusing to comply with the by-law and continued the employment of the plaintiff until they were threatened