LEGAL PHASES OF COOPERATIVE ASSOCIATIOE'S, 23 



assets belong to the members of a corporation on its dissolution ap- 

 plies to nonstock '^^ as well as to stock corporations. If those in- 

 terested in a corporation continue to do business in its name after 

 the expiration of the charter or after the dissolution of the corpora- 

 tion in any other manner, they incur personal responsibility and 

 liability in the matter. 



CONTRACTS. 



NATURE AND CHARACTERISTICS. 



A contract has been defined as an agreement between competent 

 parties, upon sufficient consideration, to do or not to do a particular 

 lawful thing.'^* In order to be binding and enforceable a contract 

 must possess mutuality ; that is, both parties must be bound, or neither 

 will be. For instance, if one party agrees to sell a certain article, 

 the other must agree to buy, or the agreement is void.'^' A contract 

 or agreement by which a member of a cooperative association ap- 

 points the association his agent for the sale and marketing of his 

 products, to be valid should also contain a provision in which the 

 association agrees to act as such agent and do the work in question. 



A contract should be in writing and signed by both parties. It 

 should clearly and fully set forth the rights, duties, and obligations 

 of each of the parties. Particular care should be taken to make 

 certain that the contract is clear upon every point involved. For 

 when parties to a contract have apparently set forth in writing the 

 understanding between them with reference to the matter involved, 

 it is presumed to represent the entire agreement of the parties 

 thereto, and ordinarily it cannot be successfully disputed by oral 

 evidence. Every legitimate matter is a proper subject for contract. 

 The law of contracts underlies the entire field of business and 

 enters into every commercial transaction. 



CROP CONTRACTS. 



One may enter into a valid contract with another under which 

 he agrees to deliver the crop to be grown upon certain land or a 

 part thereof.'^'' The number of cases involving crop contracts of 

 cooperative associations which have come before appellate courts for 

 construction are few. One of the most recent decisions" is that 

 involving a cranberry association of the State of Washington. In 

 this case the supreme court of that State said : 



73 Hopkins v. Crossley, 138 Mich. 561. 

 ■'^ Blackstone's Comm. Book II, 442. 

 '5 American Oil Co. v. Kirk, 68 Fed. 791. 



'8 Butt V. Ellett 19 Wall 544 ; Briggs v. U. S., 143 U. S. 346. 



"Washington Cranberry Growers Association v. Moore, (Wash.) 201 Pac. 778, 204 

 Pac. 811. 



