LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 33 



made by and in the name of his agent subsequently claims the benefit 

 of the contract, it thereby becomes his own to the same extent as if 

 his name originally appeared as the contracting party." 



In a companion case/- decided at the same time and involving 

 the same contract, the facts being that the members sued had not 

 delivered any fruit under the contract, and hence it could not be 

 said, as was said in the other case, that they had claimed the benefit 

 of the contract, it was held that the plaintiff could not maintain a 

 suit against the members involved, and that if any suit was to be 

 maintained it would have to be against the Fruit Growers' Co. It 

 is clear that in either of the cases just discussed the buyer of the 

 fruit could have sued the Fruit Growers' Co. for the loss sustained 

 through failure to deliver all the fruit contracted for. Of course, 

 if in the contract with the buyer it had been stipulated that it should 

 look to the company exclusively, the members could not have been 

 successfully sued in either case. 



It should be noted in this connection that a provision in the con- 

 tract of an association with its members can not be invoked to relieve 

 the members of liability to third persons under circumstances simi- 

 lar to those involved in the cases just discussed, unless such pro- 

 vision was brought to the attention of the persons with whom the 

 association contracted prior thereto.^^ In the Federal courts, and 

 it is believed in most States, the fruit buyer in the last Washington 

 case referred to above would have been allowed to sue the members 

 who had not delivered a part of their fruit. The Supreme Court 

 of the United States has said : " The contract of the agent is the 

 contract of the principal and he may sue or be sued thereon, though 

 not named therein." ^* In other words, the general rule appears 

 to be that where a contract is entered into with an agent, the agent 

 contracting in his own name, the person for whom the agent is act- 

 ing, the principal, may sue the other party on the contract, and in 

 turn the principal may be sued by such party ; and the fact that the 

 existence of the principal is known or unknown to the opposite 

 party at the time the contract is made is immaterial.^^ Of course, 

 as suggested above, a cooperative association could include a pro- 

 vision in its contract with one with whom it was dealing that would 

 control the situation. 



In connection with the general matter now under discussion it 

 should be remembered that members of an association are liable to 

 suit, or may sue, not because they are members of the association, 

 but because they are the principals for whom the association acted. 



i2Barnett Bros. v. S. F. Lynn et ux., (Wash.) 203 Pac. 387. 



^' Kruse v. Seiffert, etc. Lumber Co., 108 Iowa 352. 



1* Ford V. WiUiam, 62 U. S. 287. 



»° Chapman v. Java Pac. Line, 241 Fed. 850 and numerous cases therein cited. 



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