LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 53 
probably in some jurisdictions, although no notice of the fraud was 
fiven by the producers to the association, they could defend suits 
rought against them by the association by showing fraud in the 
procurement of the contracts. 
If duress, force, or intimidation is used to obtain a contract, the 
producer concerned may have it set aside or may defend when sued 
thereon, by showing the facts under which it was obtained. 98 
Although force or fraud is involved in the procurement of a con- 
tract, if the producer recognizes the contract in any way after dis- 
covery of the fraud or the cessation of the force such as by making 
deliveries under it, or if he executes a proxy, thus asserting that he is 
a member of the association, when membership, if it exists, is by 
reason of the marketing contract or as a part thereof, or if by any 
other act a producer recognizes the contract although procured by 
force or fraud, as binding, he will be deemed to have waived the force 
or fraud, as the case may be, and the contract may be enforced 
against him." 
In order for statements made by solicitors or others in the pro- 
curement of contracts to amount to such fraud or misrepresentations 
as would authorize a rescission of a contract, the statements made 
must relate either to past or to present conditions or to situations 
affecting the association, because a prophecy made or opinion ex- 
pressed as to the things that will be accomplished by the association 
are all matters in the realm of conjecture, and whether they will or 
will not come to pass is known by all concerned to be uncertain. 1 
A limitation on the foregoing doctrine existing in some jurisdictions 
is that the party making the prophecies or expressing the opinions 
concerning matters to transpire in the future must honestly believe 
them. 2 
If the person to whom false statements are made to induce 
him to sign a contract, knows that the statements are false, he can 
not rescind the contract because of them. 3 Oral statements or agree- 
ments made prior to the signing of a marketing contract regarding 
matters covered therein are merged in the written contract, and 
although inconsistent with the terms of the contract they may not 
be used for upsetting the contract. 4 
WHEN TITLE TO PRODUCTS PASSES TO ASSOCIATION 
If a cooperative association is using a purchase- and-sale contract, 
when does title to the products covered by the contract pass to the 
association? May an association take title to the fruit, grain, wool, 
or other agricultural product covered by its marketing contract prior 
to the time that the producer delivers the product to the association ? 
The parties to a contract are free to include therein any terms they 
wish with respect to the passing of title and the rights and responsibil- 
98 Sun-Maid Raisin Growers of California v. Papazian, 74 Cal. App. 231, 240 P. 47 ; 
Commonwealth [Burley Tobacco Society] v. Reffitt, 149 Ky. 300, 148 S. W. 48, 42 L. R. A. 
(N S ) 329 
99 Kansas Wheat Growers' Ass'n v. Massey, 123 Kans. 183, 253 P. 1093; Kansas Wheat 
Growers' Ass'n v. Rowan, 123 Kan. 169, 254 P. 326. 
1 South Carolina Cotton Growers' Co-op. Ass'n v. English, 135 S. C. 19, 133 S. E. 542 ; 
Burley Tobacco Growers' Co-op. Ass'n v. Rogers, Ind. , 150 N. E. 384. 
2 Texas Farm Bureau Cotton Ass'n v. Craddock (Tex. Civ. App.), 285 S. W. 949. 
3 Simpson v. Tobacco Growers' Co-op. Ass'n, 190 N. C. 603, 130 S. E. 507. 
4 Burley Tobacco Growers' Co-op. Ass'n v. Rogers, Ind. , 150 N. E. 384. 
