ASOCIACION DE HACENDEROS DE VICTORIAS ET AL., PLAINTIFFS AND APPELLANTS, VS. VICTORIAS MILLING CO., INC., ET AL., DEFENDANTS AND APPELLEES.

Plaintiffs
brought suit in the Court of First Instance of Occidental Negros
claiming in effect that by virtue of certain contracts between the
defendant Victorias Milling Co., Inc., and the planters furnishing cane
to that mill that the association was in effect the representative of
all the planters, that their board of directors was in fact the
committee of planters mentioned in the contracts and that all the
planters must contribute the annual quota for the expenses and welfare
of the association. The pleadings were discursive and vague. The record
of trial is most voluminous, and much immaterial and irrelevant matter
was presented to the court.

After trial the court held that
the theories of plaintiffs were unfounded in law, and the case was
brought here on the following assignments of error:

“1.
The lower court erred in not finding that the defendants were by their
own conduct and tacit construction of the planters contracts and by
laches, precluded from contending that the said planters contracts did
not require the formation of a planters association among the
affiliated planters of Victorias.

“2. The lower court
erred in not finding that the articles and by-laws of the planters
association of Victorias constituted a contract and were binding
between the association and the members themselves, and hence, binding
upon the defendants.

“3. The lower court erred in finding
that the defendants could lawfully withdraw from the planters
association of Victorias at pleasure, thus effecting a partial
rescission of its articles and by-laws.

“4. The lower
court erred in not finding that the action was properly brought by the
planters association of Victorias in its own name, or by the other
plaintiffs in behalf of themselves and all others interested in the
association, or as officers thereof for the benefit of all.

“5.
The lower court erred in finding that neither the planters association
of Victorias nor the other plaintiffs in behalf of themselves and all
others interested in the association or as officers thereof for the
benefit of all, had an action against the defendants in connection with
the appointment of the committee of planters stipulated in the planters
contracts and that this right appertained solely to the central.

“6.
The lower court erred in absolving defendants from the complaint and in
not making the findings and giving the judgment, prayed for in the
plaintiffs’ complaint.”

It is very
difficult to discuss the above assignments of error in connection with
the pleadings and the theory on which this case was tried. Throughout
the complaint, which with its exhibits made a part thereof takes up
seventy-two printed pages of the bill of exceptions, the importance of
the so-called milling contracts is emphasized. In no paragraph of the
complaint is it alleged that relief is sought because the defendants or
any of them, by joining the association entered into a contract from
which their responsibility flowed.

From the pleadings, the
rights of the parties should be determined by the milling contracts and
if plaintiffs have any rights which they can assert by virtue of one or
more of the plaintiffs becoming members of the association, an
amendment to the pleadings would be necessary before relief could be
had.

As to the legal effect of the milling contracts, the
trial court in its decision made the following statement, which
translated reads:

“The clauses in the
contracts, Annexes A and B, containing stipulations relating to the
Committee of Hacenderos are those bearing Nos. 8, 14, 17, 18, 21, (b) and (f).
The court finds nothing in these clauses or in the remaining clauses of
said contracts (Annex C is a mere form of contract in confirmation of
the first two), which expressly or impliedly would bind the planters to
organize an Association of Hacenderos as an essential requisite or as a
necessary step for the appointment of the Committee of Hacenderos. In
said contracts no mention is made of any Association of Hacenderos. The
evidence clearly shows that it is not necessary to organize such
association in order to appoint the Committee of Hacenderos, required
by the same contracts, or to comply with the other provisions thereof.”

This statement is not only correct, but paragraph 21 of the milling
contracts provides for their fulfillment “without the intervention of
any person”. It is also clear that the committee of planters is
different from the association of planters.

The mere fact
that a large majority of the planters thought that an association would
be to their mutual benefit does not mean that by joining an association
they were construing their contracts with the company and that either
joining or not joining such an association would constitute laches
which would confer rights upon the association. The primary duty of the
committee was the right to check the weighing in of the cane, to check
the chemical analysis made of the syrup, to check the accounts of the
company, to see that each planter received fair treatment and to verify
the statement of the amount due him for the cane produced. Each planter
under these contracts was at liberty to have these checks made provided
he would contribute his proportionate share of the expenses thereof. It
is a right given to the planters that remains with them during the life
of the contract whether they see fit to exercise it or not. In other
words, for fifteen years they might accept the reports of the company
without investigation, check, or question. Yet they would have the
right on the sixteenth year to make all the investigations authorized
by their contracts, and they also have the right, subsequent to
inaugurating the checks and investigations, to reduce the number or
entirely eliminate them.

The second assignment of error
asking for a statement as to the binding effect of the articles and
by-laws of the planters’ association as between the association and the
members thereof has no application to the present case as appellees are
not members of that association.

The third assignment of
error would indicate that appellants believe that a member of their
association cannot terminate his membership without the consent of the
other members of the association.

The trial court did not err in applying the doctrine of Red Men vs. Veteran Army (7 Phil., 685), to this case and holding that 5 C. J., 1353, was applicable. This citation reads:

“(67) B. Termination of Membership—1. By Act or Omission of Member.
In the absence of any statute or any law of the association to the
contrary, a member may resign or withdraw from the society at his
pleasure, and no acceptance of his resignation or withdrawal is
necessary to terminate his membership, where he is under no pecuniary
obligations to his associates.”

The amounts
sought to be collected from those appellees who were members of the
association are for assessments subsequent to their lawful withdrawal
from the association.

In view of the above views, it is not
necessary to discuss whether or not the plaintiffs in the original or
amended complaint have a right to bring the action.

The judgment of the Court of First Instance of Occidental Negros is affirmed. Costs against appellants. So ordered.

Malcolm, Villa-Real, Imperial, and Butte, JJ., concur.