LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 49 
Just as a State may prescribe what shall constitute a deed which 
shall be sufficient to pass title to land, it has the power to declare 
what shall be sufficient to pass title to farm products. At common 
Jaw independent of statute, if a cooperative association employs a 
purchase-and-sale contract it should be held to pass title to the 
products to the association. In such contracts the parties agree 
and declare that the association buys and that the member sells. In 
the forms of such contracts generally employed there are no pro- 
visions inconsistent with the passing of title. Therefore the clear 
declaration of the parties with respect thereto should be given effect. 
It is universally held that the intention of the parties is the dominant 
consideration in determining if titje passes under a given instru- 
ment. 73 No better evidence of the intention of the parties could be 
had than their clear statement that the one sells and the other buys the 
products involved. The courts in numerous cases in which the con- 
tracts involved contained statements consistent with both sale and 
agency have held that title to the goods in question passes. 74 
In the purchase-and-sale contract there may be certain practical 
advantages in that it should be easier ordinarily to negotiate a loan 
on products to which the borrower has title, in that the right thus 
to borrow money would be apparent; but if an agency contract 
authorizes an association to borrow money on products received 
under it, the right of an association to do so is clear. As is well 
known, the stocks and bonds purchased by brokers for their cus- 
tomers that are carried on margin constitute a substantial part of 
their business. These brokers do not take title to the stocks; title 
to them is in the purchasers. 75 Brokers daily borrow immense sums 
of money from banks on stocks and bonds thus held by them. The 
authority of the broker to borrow money on such stocks comes from 
the fact that the customer has authorized him to do so. In buy- 
ing from a cooperative, there will probably be those who prefer to 
buy from one who has title rather than from one who acts as agent. 
In one case the cautious buyer would seek to learn if the association 
had " good title to the products it was offering for sale, and in 
the other case the cautious buyer would seek to learn if the associa- 
tion was authorized to sell the products. 
So far as enforcement is concerned, the cooperative acts 7G gener- 
ally authorize associations formed under them, whether employing 
an agency or a purchase-and-sale contract, to provide for liquidated 
damages and they are also given the remedies of injunction and 
specific performance to compel members to deliver their products 
to an association. The courts enforce agency 77 and purchase and 
sale 78 contracts without discrimination. 
73 23 R. C. L. 1216. 
74 Ferry & Co. v. Hall, 188 Ala. 178, 66 So. 104, L. R. A. 1917B 620 ; Mishawaka Woolen 
Mfg. Co. v. Westveer, 191 F. 465. 
75 Richardson, Trustee in Bankruptcy, v. Shaw, 209 U. S. 365 ; Duel v. Hollins, and 
Wiener, Levy & Co. v. Hollins, 241 U. S. 523. 
76 See sec. 17 of Bingham Cooperative Marketing Act of Kentucky on p. 123 of appendix. 
77 Elephant Butte Alfalfa Ass'n v. Rouault, N. M. , 262 P. 185 ; Oregon 
Growers' Co-op. Ass'n v. Lentz, 107 Or. 561, 212 P. 811 ; Elmore v. Maryland & Virginia 
Milk Producers' Ass'n, 145 Va. 42, 134 S. E. 472. 
78 Kansas Wheat Growers' Ass'n v. Schulte, 113 Kan. 672, 216 P. 311 ; Tohacco Growers' 
Co-op. Ass'n v. Jones, 185 N. C 265, 117 S. E. 174, 33 A. L. R. 231 ; Texas Farm Bureau 
Cotton Ass'n v. Stovall, 113 Tex. 273, 253 S. W. 1101. 
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