BAILII is celebrating 24 years of free online access to the law! Would you
consider making a contribution?
No donation is too small. If every visitor before 31 December gives just £1, it
will have a significant impact on BAILII's ability to continue providing free
access to the law.
Thank you very much for your support!
You are here:BAILII >>
Databases >>
Scottish Court of Session Decisions >>
Alexander Logie, Land-waiter in Aberdeen, v William Gordon, Collector, and other Officers of the Customs there. [1725] Mor 14580 (2 February 1725)
URL: http://www.bailii.org/scot/cases/ScotCS/1725/Mor3314580-025.html Cite as:
[1725] Mor 14580
Powers of a Majority of a Society; - of a Surviving Partner.
Alexander Logie, Land-waiter in Aberdeen, v. William Gordon, Collector, and other Officers of the Customs there
Date: 2 February 1725 Case No. No. 25.
Found, that the majority have power, to dissolve a society.
Click here to view a pdf copy of this documet : PDF Copy
The officers of the customs at the port of Aberdeen entered into a contract, touching the communication of seizures made by any one of them to the whole; in which, amongst other things, it was provided, “That the society should continue, so long as they or any of them continued in office at that port; that is to say, upon the death or removal of any one or more of them, the concert was not to break up, but stand good amongst the rest, for their full respective shares of the profits, and proportion of the loss or charges: But the successor or successors of such as should drop were not to be admitted thereinto, without the express consent of the majority remaining in office.
After the society had continued for some time, the defenders, who were a majority, resiled, and made due and lawful intimation of their renouncing and departing therefrom. Upon which Mr. Logie insisted in an action, for obliging them to observe the contract, and remain in society, upon the following ground: That a contract of society entered into for life, or any shorter, though indefinite time, could not be revoked or departed from at the pleasure of parties, if the contrary was expressly covenanted; and, in the present case, it was agreed, that they should remain in society as long as any of them continued in office at that port; so that, though a majority should have been removed, yet the society was to subsist amongst the rest: And the only power granted to the majority, in relation to the fundamental constitution, was as to the admission of successors to such as should drop; and therefore it could not be further extended, because casus omissus, pro consulto omisso habendus.
It was answered: That though, by the contract, the society was constituted for so long a time as the socii should remain in their office at that port, yet, since there was no express obligation on them that they should not renounce, the common and known rules of society must take place, which favour natural liberty, et nemo invitus tenetur manere in societate; and as the majority had a power to continue the society, or rather constitute a new one, they certainly could act in matters consequential and agreeable to the nature of societies; namely, to terminate the same at their pleasure.
The Lords found, That the major part of the socii might dissolve the society, and that the same did become void after the date of, the intimation of the dissolution thereof, in respect there was no obligation in the contract to continue in the society, and not to renounce the same.
Act. Alex. Garden.Alt. Will. Grant.Reporter, Lord Milton.Justice Clerk.
Edgar, p. 161.
