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sense is frequently used as declaring the engagement of one only1. AGRICULTURAL COLLEGE.-See the title UNIVERSITIES ANd Colleges. AGRICULTURAL LIENS.-See the titles CROPS; LIENS.

assent of minds without legal consideration (such as his lordship intended) than it is to denote the promise or undertaking of one; and for the truth of this assertion I appeal to every mind. This is a subject as level to the capacity of an ignorant as of a learned man, and presents this sole inquiry: In what manner do mankind promulge that operation of minds, denominated mutual assent? Is it not by the term agreement? Are there not hundreds of instances, in which persons are said to agree, where no legal consideration exists, to one where there is such consideration? Most unquestionably. This fact conclusively shows the broad error of Lord Ellenborough's remark. With the usual felicity of discrimination for which that learned judge was distinguished, his mind would have perceived that he blended together two distinct subjects; that is, an agreement, and the cause or consideration inducing it."

As to whether a consideration is included in the idea of agreement, see AGREE, and also the title FRAUDS, STATUTES OF.

An agreement respects something done or to be done; in other words, executed or executory. As defined by Plowden, aggregatio mentium in re aliqua facto vel facienda. Talbot v. Bedford, Cooke (Tenn.) 454

An agreement is aggregatio mentium; that is, where two or more minds are united in a thing done or to be done, or where a mutual assent is given to do or not to do a particular act; and every contract or agreement ought to be so certain and complete that each party may have an action or other remedy upon it. Mactier v. Frith, 6 Wend. (N. Y.) 133, 21 Am. Dec. 262.

1. Packard v. Richardson, 17 Mass. 131, 9 Am. Dec. 123.

Intent. As the meaning of the law is the lawmaker, so the meaning of the contracting party is the agreement. Whitney v. Wyman, 101 U. S. 396.

Compact or Agreement.-See also the title STATES.

or

The Constitution of the United States prohibits, without consent of Congress, any agreement or compact of one state with another. In Wharton v. Wise, 153 U. S. 168, the court says: "The terms agreement 'compact,' taken by themselves, are sufficiently comprehensive to embrace all forms of stipulation, written or verbal, and relating to all kinds of subjects; to those to which the United States can have no possible objection or have any interest in interfering with, as well as to those which may tend to increase and build up the political influence of the contracting states, so as to encroach upon or impair the supremacy of the United States or interfere with their rightful management of particular subjects placed under their entire control. ***Looking at the clause in which the terms 'compact' or agreement appear, it is evident that the prohibition is directed to 2 C. of L.-2

the formation of any combination tending to the increase of political power in the states, which may encroach upon or interfere with the just supremacy of the United States."

"The word agreement does not necessarily import any direct and express stipulation, nor is it necessary that it should be in writing. If there is a verbal understanding to which both parties have assented, and upon which both are acting, it is an agreement. And the use of all of these terms, 'treaty,' agreement, 'compact,' shows that it was the intention of the framers of the Constitution to use the broadest and most comprehensive terms, and that they anxiously desired to cut off all connection or communication between a state and a foreign power; and we shall fail to execute that evident intention, unless we give to the word agreement its most tended signification, and so apply it as to prohibit every agreement, written or verbal, formal or informal, positive or implied, by the mutual understanding of the parties." Holmes v. Jennison, 14 Pet. (U. S.) 572.

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Statute of Frauds-Contract to be Performed within a Year.--" The word agreement, as used in this section, signifies a mutual contract on consideration between two or more persons, and, ex vi termini, includes the several parties to the contract and their respective stipulations-everything, indeed, which is to be done on both sides. Wain v. Warlters, 5 East 10; Sears v. Brink, 3 Johns. (N. Y.) 210, 3 Am. Dec. 475; Sherburne v. Shaw, 1 N. H. 157, 8 Am. Dec. 47; Champion v. Plummer, 1 B. & P. N. R. 252; 2 Stark Ev. 482, Phil. ed. of 1842. In this case there were mutual stipulations between the parties; the defendant was to clear the land, and, in part, make a fence at one end of the lot. This fence was to be completed by the plaintiff; and he stipulated that the defendant should have all the timber cut on the land, except what might be required for the fence, and also the use of the land for a summer crop in 1842. As this agreement was made in January, 1841, and could not be completely executed until the close of the season of 1842, it was within the statute, and not being in writing and signed, was void." Broadwell v. Getman, 2 Den, (N. Y.) 89.

Same--As to whether Agreement Imports a Consideration.-That the word agreement imports a consideration within the statute of frauds, see Stadt v. Lill, 9 East 348. See also the title FRAUDS, STATUTES OF; and AGREE.

Agreement and Memorandum Distinguished. "There must be a difference between agreement and memorandum or note of agreement. And what must that be? I take it, the difference between completeness and incompleteness. Agreement is the contract complete; memorandum or note of agreement is the contract incomplete, imperfect even, it may be, somewhat inaccurate, but which may aid us in getting at the complete contract." Durham v. Taylor, 29 Ga. 176.

Volume II.

AGRICULTURAL SOCIETIES.

BY JOSEPH R. LONG.

I. DEFINITION, 18.

II. ORGANIZATION, 19.

1. State Societies, 19.

2. County and District Societies, 19.

III. AID FROM STATE AND COUNTY, 20.

IV. RIGHTS AND POWERS, 21.

1. In General, 21.

2. Special Powers and Privileges, 21.

V. AGRICULTURAL FAIRS, 22.

1. Right to Hold, 22.

2. Employment of Special Police, 22.

3. Horse Racing, 23.

4. Gaming, 24.

5. Sale of Intoxicants, 24.

6. Duty and Liability to the Public, 25.

CROSS-REFERENCES.

For other matters of SUBSTANTIVE LAW and EVIDENCE related to this subject, see the titles: BY-LAWS; CORPORATIONS (PRIVATE); EXEMPTIONS (TAXATION); GAMING; INTOXICATING LIQUORS; MASTER AND SERVANT; MUNICIPAL CORPORATIONS; OFFICERS AND AGENTS (OF PRIVATE CORPORATIONS); PUBLIC OFFICERS; SOCIETIES AND CLUBS; ULTRA VIRES.

I. DEFINITION.—An agricultural society is an aggregate corporation organized under legislative authority by the voluntary consent and active procurement of its members, and having for its object the promotion of agriculture and all kindred arts.1 It is generally held to be a private corporation,2

I

1. Definition.- Spelling on Private Corporations, § 24; A'Hern v. State Agricultural Soc. (Iowa 1894), 58 N. W. Rep. 1092, 24 L. R. A. 655; Dunn 7. Brown County Agricultural Soc., 46 Ohio St. 93, 25 Am. & Eng. Corp. Cas. 467, 15 Am. St. Rep. 556.

"A corporation organized to further the interest of agriculture, to improve and encourage the breeding of fine stock, to hold expositions of agricultural products and stock, to hold and give annual fairs, and to do and perform everything necessary and incident thereto." Bathe v. Decatur County Agricultural Soc., 73 Iowa 11, 5 Am. St. Rep. 651. See also Livingston County Agricultural Soc. v. Hunter, 110 Ill. 155; Thompson v. Lambert, 44 Iowa 239; Bronson Agricultural, etc., Assoc. v. Ramsdell, 24 Mich. 441; Kent County Agricultural Soc. v. Houseman, 81 Mich. 609; Downing v. State Board, 129 Ind. 443.

An association whose purpose it was "to provide, maintain, and manage grounds for the exhibition of farm and fancy stock, to

gether with domestic animals of all kinds, agricultural, horticultural, mechanical, and industrial products of every description, including works of art; also for speeding horses, giving exhibitions of riding and driving, and such other displays as will conduce to the interest and entertainment of the community, for profit," was held to be an agricultural society within the provisions of the Ohio statute (Rev. Stat., § 6446) forbidding the sale of intoxicating liquors within two miles of the place where an agricultural fair was being held. State v. Long, 48 Ohio St. 509.

2. Private Corporations, According to Some Authorities. The question as to the public or private nature of agricultural societies may be somewhat affected by the peculiarities of their individual articles of incorporation. Although the purpose of agricultural societies may be considered public in the sense that their establishment conduces to the public welfare by promoting agricultural and manufacturing interests, such public benefit is but the consideration and justification for the special

though some courts give it a public or quasi-public character.1

II. ORGANIZATION.-The statutes authorizing the formation of agricultural societies generally prescribe the conditions and particulars of their organization.

1. State Societies.-These associations, having the general supervision of the agricultural interests of the state, are incorporated by statute, and are usually composed of delegates from the county and district societies, and other persons specially mentioned in the act of incorporation or elected by the society.2

2. County and District Societies.-The method of incorporation of these societies varies somewhat with the provisions of the several statutes, and the

privileges and franchises conferred on them, and does not make them agencies of the state, or otherwise distinguish them from other private corporations. Dunn v. Brown County Agricultural Soc., 46 Ohio St. 93, 25 Am. & Eng. Corp. Cas. 467, 15 Am. St. Rep. 556.

In an action on the case to recover damages for injuries occasioned by the fall of a portion of a building on the fair grounds belonging to an agricultural society, Cutting, J., in a discussion of the nature and liabilities of such societies, thus distinguishes them from quasi-corporations:

"First, they were invested with particular powers, not without but with their consent, and on their application; second, they are not territorial; a voluntary subscription only entitles them to membership; third, they are authorized to hold a corporate fund, viz., real and personal estate, limited only by the annual income; and although the income is specifically appropriated, yet the capital is not, but may be subject to attachment and execution; fourth, the action must be brought against the corporation, eo nomine, and not against the corporators; fifth, the members in their individual capacity are not responsible; sixth, they are not intrusted with any of the ordinary attributes of sovereignty for the purpose of local government. *** They [the defendants] are not a quasi, but an aggregate corporation, which, as defined, consists of several persons, united in one society, continued by a succession of members, and, being the mere creature of the law, possesses only those properties conferred by charter, either expressly or as incidental to its existence, and best calculated to effect the object of its creation." Brown v. South Kennebec Agricultural Soc., 47 Me. 275, 74 Am. Dec. 484. With reference to the Scott County (Iowa) Agricultural Society, organized under Rev. Code 1888, § 1091, relating to the organization of associations other than those for pecuniary profit, it was held that while the objects of the society were public, it was essentially a private corporation. Its character was not affected by the fact that it was organized for another object than pecuniary profit. Its property was the private property of the corporation. The use and enjoyment of this property by the public were regulated solely by the corporation, and upon its dissolution the stockholders became entitled to the property. The public authorities could in no way control or derive any pecuniary benefit from the use of

the property. Iowa 239.

Thompson v. Lambert, 44

In an action brought against the Indiana State Board of Agriculture, organized under the Act of February 14, 1851, it was held that the loaning of money by the state to the society was a legislative construction of its charter as a private corporation, for otherwise it would be a case of the state loaning money to itself. Downing. State Board, 129 Ind. 443. To the same effect see Warren County Agricultural, etc., Co. v. Barr, 55 Ind. 30; Com. v. Bacon, 13 Bush (Ky.) 210, 26 Am. Rep. 189; Lane v. Minnesota State Agricultural Soc. (Minn. 1895), 64 N. W. Rep. 383; State v. Long, 48 Ohio St. 509.

1. Held by Some Courts to Be Public Corporations. Some courts deny the private character of agricultural societies, and hold them to be public or quasi-public corporations, or agencies of the state.

So a society organized under the laws of Michigan (How. Stat., §§ 2303-2312) for "the promotion of agriculture and all its kindred arts," having no capital stock, and none being provided for by the statute under which it was organized, was held to be a quasi-public corporation. Kent County Agricultural Soc. v. Houseman, 81 Mich. 609.

So the "Canebrake Agricultural District," an association for the encouragement and promotion of agricultural pursuits in what was known as the "Canebrake" region, was held to be a public corporation, having many of the elements of a municipal corporation. Dillard v. Webb, 55 Ala. 468. See Stewart v. Agricultural Soc. (Ohio), 7 Am. L. Rec. 668.

Agricultural Societies as Agencies of the State. In State v. Robinson, 35 Neb. 401, it was held that agricultural societies are not corporations in the ordinary sense of the term, but rather agencies of the state, created for the purpose of assisting in promoting its most important industry.

A state agricultural society is one of the agencies of the state, and exists for the sole purpose of promoting the public interest in the business of agriculture. It is in no sense a corporation for pecuniary profit. A'llern v. State Agricultural Soc. (Iowa 1894), 58 N. W. Rep. 1092, 24 L. R. A. 655. See also Livingston County Agricultural Soc. Hunter, 110 Ill. 155.

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2. State Agricultural Societies.-See Downing v. State Board, 129 Ind. 443. As to the appointment and qualification of a member of

rules of the courts within whose jurisdiction the societies are organized. The requirements are similar to those providing for the formation of other private corporations.1

III. AID FROM STATE AND COUNTY. Under some of the statutes, agricultural societies are entitled to receive, upon compliance with certain conditions, appropriations from the public treasury for their support and advancement.2

the state board of agriculture, see People v. Perkins, 85 Cal. 509.

In

1. Statutory Provisions for Formation of County Societies.-The statutes generally provide that whenever a certain number of the inhabitants of a state who desire to form a town, county, or district agricultural society, shall file before the proper authorities duplicate copies of their articles of association, setting forth the legal title of the society, its business and objects, the number and character of its officers, etc., the persons signing such articles, and their associates and successors, shall become a body corporate under the name and for the purpose stated in the articles. In some of the states the regulations for forming county and district societies are furnished by the state board of agriculture. As a general rule, only one county or town society may be organized in any one town or county, though two or more contiguous towns or counties may unite in forming district societies. some states this rule is not observed. See, as to organization of agricultural societies under the Canadian statute, Martin v. Corporation d'Argenteuil, 7 Legal News, 139 C. C. 1884. Reorganization-New Society with Old Name. Where an agricultural society was organized as a joint-stock company, and held its regular fairs and elections for a number of years and then ceased to act, and a new company, formed by some of the stockholders of the old company, together with other persons, was organized with capital stock increased, and a race-track feature added, the new society retaining the name of the old company, it was held that the new society was distinct from the old, and did not succeed to its property rights. A conveyance by it of land owned by the former company was void, and the grantee under the new company could not dispossess a former stockholder of the old association, who was not a member of the new one, and who held the land in trust for himself and his former associates. Allen v. Long, 80 Tex. 261.

Old Society with New Name.-The "Livingston County Agricultural Society" was incorporated with a constitution declaring its object to be "to improve the condition of agriculture, horticulture, the mechanic and household arts." Some years later it was reorganized under Illinois Rev. Stat. 1874, § 9, c. 5, as a joint-stock company, known as the "Livingston County Agricultural Board,” whose objects were "to improve the condition of agriculture, horticulture, floriculture, mechanic and household arts." It was held that the new society was not separate and distinct from the old, but merely a continuation of it, and succeeded to all its rights and liabilities; and that creditors of the old concern were not affected by the reorganization, but had

the same remedies against the new society as against the old. Nor did the reorganization as a joint-stock company render it a corporation for private gain or profit, or change its character from a public to a private institution. Livingston County Agricultural Soc. v. Hunter, 110 Ill. 155.

Doctrine of Non-User-when Not Applicable. -Where an agricultural society held annual fairs for some years and then ceased to act, and leased its grounds to another society, and the lessee continued to hold fairs thereon, it was held that the doctrine of non-user did not apply, and the property did not escheat to the state. Kent County Agricultural Soc. v. Houseman, 81 Mich. 609.

2. Nemaha Fair Assoc. v. Myers, 44 Kan. 132; Nemaha Fair Assoc. v. Thummel, 47 Kan. 182; Hall v. Kellogg, 16 Mich. 135; Hogelskamp v. Weeks, 37 Mich. 422; Silsbee v. Stockle, 44 Mich. 561; Harding v. Bader, 75 Mich. 316; State v. Robinson, 35 Neb. 401; Dunn v. Brown County Agricultural Soc., 46 Ohio St. 93, 25 Am. & Eng. Corp. Cas. 467, 15 Am. St. Rep. 556; State v. Timme, 56 Wis. 423. See Warren County Agricultural, etc., Co. v. Barr, 55 Ind. 30; Boyce v. AuditorGen., 90 Mich. 314.

Public Notice of Formation Required.-Where an agricultural association known as the "Farmers' Club" was reorganized into an "agricultural society," and raised by voluntary subscription the sum required to entitle it to state aid, it was held, upon an application for a mandamus to compel the payment of the money, that to entitle the society to such aid it must have been formed after due public notice to all the inhabitants of the county. Agricultural Soc. v. McIntyre, 17 Johns. (Ň. Y.) 87.

Payment of Society's Debts.-In an action brought by a tax-payer to enjoin the payment of an order issued by the county commissioners to an agricultural society for the payment of its debts, it was held that the Indiana act to encourage agricultural fairs, authorizing the commissioners, on petition of a majority of the voters of a county, to purchase real estate for the purposes of such fairs, did not give them authority to use the funds of the county to pay the debts of a private corporation, and the payment of the order was enjoined. Warren County Agricultural, etc., Co. v. Barr, 55 Ind. 30.

Two or More Societies Entitled to Aid at the Same Time.The Iowa Code (Rev. Code 1888, § III) provides that upon the performance of certain specified conditions, county agricultural societies shall receive a certain amount of aid from the state and county authorities. The statute does not declare in terms whether or not there may be more than one agricultural society in the same county entitled to

IV. RIGHTS AND POWERS-1. In General.-Agricultural societies, being bodies corporate, are invested with the powers and subject to the liabilities usually belonging to corporations in general, and have, in addition, such special powers and privileges as may be requisite to effect the purposes of their organization.

2. Special Powers and Privileges.-The special powers and privileges_conferred on agricultural societies, either expressly or by implication, are determined by their articles of incorporation, and the language of the statutes under which they are created. For a full exposition of these statutory powers in the several states, reference must be made to their respective statutes authorizing the formation of such societies.2

such aid, but does provide that not more than one thousand dollars shall be paid to any one society. It was held that more than one society in each county might receive such aid upon compliance with the required conditions. Poweshiek County Cent. Agricultural Soc. v. Shaffer (Iowa 1892), 53 N. W. Rep. 304. Upon an application for a mandamus to compel the county board of supervisors to include in their estimate of expenses for the year a certain sum allowed by law to an agricultural society, it was held to be no answer to the application that another society was also entitled to the fund, when it did not appear that such society had made any claim for a contribution from the county treasury. State v. Robinson, 35 Neb. 401.

Priority of Conflicting Claims.-Where a regularly organized county agricultural society has been receiving the aid provided by statute, it cannot, without its consent, be ousted of its rights and privileges as a county society by another society subsequently organized in the same county. So where two societies were organized in the same county, but at different times, and each applied for the state bounty, and the board of supervisors decided in favor of the one last organized and the auditor issued his warrant for it, it was held, upon an application for a mandamus by the other society to compel the auditor to issue a warrant in its favor, that the decision of the supervisors could not affect the case, and the mandamus was awarded. Iroquois Agricultural Soc. v. Bates, 61 Ill. 490.

1. General Powers of Agricultural Societies.For the purpose of effecting the objects of their incorporation, the powers of agricultural societies are as broad and comprehensive as those of an individual, unless the exercise of the asserted power be expressly prohibited. Among the most important of the general powers belonging to an agricultural society as a corporation are, power to have a corporate name by which it shall have succession, and be capable of suing and being sued: power to have and use a corporate seal, and to change the same at pleasure; power to adopt a constitution and by-laws, and to elect officers; and power to purchase and hold, or to take and receive, by gift, will, or otherwise, real and personal estate, not to exceed a certain amount, to be used for the purposes of the organization. I Spelling on Priv. Corp., § 24; Dillard . Webb, 55 Ala. 468; Downing v. State Board, 129 Ind. 443; Thompson 7. Lam

bert, 44 Iowa 239; Brown v. South Kennebec Agri. Soc., 47 Me. 275, 74 Am. Dec. 484.

2. See Bathe v. Decatur County Agricultural Soc., 73 Iowa 11, 5 Am. St. Rep. 651; Com. v. Ruggles, 6 Allen (Mass.) 588; Dunn v. Brown County Agricultural Soc., 46 Ohio St. 93, 25 Am. & Eng. Corp. Cas. 467, 15 Am. St. Rep. 556, and the local statutes.

Mortgage of Society's Property.-By virtue of the fact that an agricultural society has power to do whatever may be necessary to effectuate its purposes, in the absence of any prohibitory provision in its charter it may borrow money and execute notes, and give mortgages on its property as security for indebtedness necessarily incurred in carrying out its objects. Thompson v. Lambert, 44 Iowa 239.

It

An agricultural society incorporated under Laws of New York 1855, c. 425, was reorganized under a special act into a joint-stock company. The original statute authorized the society to sell its land by permission of the court, but the new act provided that the society might dispose of its property by a vote of the holders of two-thirds of its stock. was held that the requirements of the original statute were superseded, as to this society, by the provisions of the special act, and a mortgage by the officers of the society in accordance with the required vote of the stockholders was valid. Preston v. Loughran (Supreme Ct.), 12 N. Y. Supp. 313.

A county agricultural society organized under the laws of Ohio was held to be a corporation for public purposes, and as such without authority to mortgage its property. A mortgage of its fair grounds would accordingly be ultra vires and void. Stewart v. Agricultural Soc. (Ohio), 7 Am. L. Rec.

668.

Officers Holding Over-Michigan.-In the absence of an election, the directors and officers of a county agricultural society, organized under How. Stat. (Michigan), §§ 2303-2312, hold over. Kent County Agricultural Soc. v. Houseman, 81 Mich. 609.

President and Secretary Voting upon Sale of Lands-Michigan.-Under Michigan statute (Local Acts 1885, No. 378), authorizing the sale of land belonging to an agricultural society, by a vote of the "directors," the president and secretary, who are ex-officio directors, are entitled to vote the same as those who are specifically so called. Kent County Agricultural Soc. v. Houseman, 81 Mich. 609.

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