112 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE 
contract is binding, and damages may be recovered for its breach 
unless its performance was prevented by law, the act of God, or the 
other party. An association should include exceptions in its selling 
contracts covering contingencies which may prevent the association 
from performing its contracts. 
UNINCORPORATED ASSOCIATIONS 
Inasmuch as some cooperative associations are unincorporated, a 
discussion of the legal status of such associations and the rights and 
liabilities of their members is in order. Such an association may be 
defined as a body of persons acting together without a charter but 
employing to a greater or less extent the forms and methods used 
by incorporated bodies for the prosecution of the object for which 
formed. 62 
CHARACTERISTICS 
The liability of members of an unincorporated business association 
to third persons is the same as that of partners. In a Vermont case 63 
it was said : " Here a voluntary association, composed of many mem- 
bers, adopting by-laws, having an associate name, and providing for 
certain officers and prescribing their duty, was but a partnership in 
the eyes of the law." In the absence of statutory or contractual pro- 
vision on the subject, the death or withdrawal of a member does not 
dissolve the association. 64 A partnership, on the contrary, under 
such circumstances is dissolved by the death or withdrawal of a 
member. 65 
Again, a corporation may sue or be sued in its own name, while 
at common law, and in the absence of a statute, an unincorporated 
association can not maintain an action in its own name but must sue 
in the names of all the members composing it, however numerous 
they may be. 66 Likewise, such an association in the absence of a 
statute can not be sued in its society name but the individual mem- 
bers must be sued. 67 A corporation may take title to property in its 
own name, but an unincorporated association, in the absence of a 
statute, is ordinarily incapable as an organization of taking or hold- 
ing either real or personal property in its name. 68 
HOW FORMED 
Statutes have been passed in some States expressly authorizing 
individuals to unite as a voluntary association under a distinctive 
name, but, as a rule, the organization of unincorporated or voluntary 
associations is done independent of statutes. They are generally 
formed under the common-law right of contract. Just as A and B 
may enter into a contract with reference to doing some lawful act, 
so a larger number may associate for the accomplishment of a law- 
ful object. 
62 5 C. J. 1333. 
63 Houghton v. Grimes, Vt. , 135 A. 15. 18. 
64 Burke v. Roper, 79 Ala. 138 ; Lindemann & Hoverson Co. v. Advance Stove Works, 
170 111. App. 423 ; Hossack v. Ottawa Dev. Ass'n 244 111. 274, 91 N. E. 439. 
66 Scholeneld and Taylor v. Eichelberger, 7 Pet. 586. 
60 St. Paul Typothetse v. St. Paul Bookbinders' Union No. 37, 94 Minn. 351, 102 
N. W. 725. 
67 Allis-Chalmers Co. v. Iron Holders' Union No. 125, 150 F. 155. 
68 Philadelphia Baptist Ass'n v. Hart, 4 Wheat. 1, 4 L. Ed. 499. 
