
    TEXAS FARM BUREAU COTTON ASS’N v. STOVALL.
    (No. 3972.)
    
    (Supreme Court of Texas.
    June 30, 1923.)
    1. Agriculture <®=>6 — Cotton grower held member of co-operative marketing association and marketing agreement a contract between them.
    A cotton grower signing an application for membership in a co-operative marketing association to be incorporated by an organizing committee, as contemplated by Co-operative Marketing Act (Vernon’s Ann. Civ. St. Supp. 1922, arts. 14%k to 14%yy), art 14%m, when signatures covering 500,000 bales were obtained, became a member of the association, when it was duly incorporated and a certificate of membership mailed to him, and a marketing agreement incorporated in the application, which provided that acceptance of both by the association should be conclusive on mailing notice thereof, became a contract between it and the grower.
    2. Contracts <§=>10(1)— Contract lacking mutuality of obligation unenforceable.
    A contract must be based oh a valid consideration, and a contract in which there is no consideration moving from, or no obligation on, one party, lacks mutuality, is unilateral, and unenforceable.
    3. Contracts <§=>56 — Promise valid consideration for promise.
    A promise is a valid consideration for a promise.
    4. Agriculture <§=>6 — Contracts <§=>I0(4)— Contract between co-operative marketing association and cotton grower held supported by valid consideration and not void for lack of mutuality.
    A contract by a co-operative marketing association, organized under Co-operative Marketing Act (Vernon’s Ann. Civ. St. Supp. 1922, arts. 14%k to 14½yy), to buy all the cotton produced by a member for five years, accept delivery at the earliest reasonable time after ginning, make rules and regulations, provide inspectors or graders and classifiers, pool his cotton with that of other growers, sell it at the best price obtainable, and pay therefor from the net proceeds of such pools, held supported by ample valid consideration from the association and each grower to such member, and not unilateral.
    5. Agriculture <§=>6 — Contract between cotton grower and co-operative marketing association held sufficiently definite.
    A contract whereby a cotton grower agreed to sell and a co-operative marketing association to buy “all” the cotton produced or acquired by the former during certain years, to be delivered, and hence accepted, at the earliest “reasonable” time after ginning, and sold by the association before another crop was produced, with certain exceptions, held sufficiently certain as to subject-matter, time of delivery, and time of performance of all its terms by the association.
    6. Contracts <§=>212(2) — Law implies reasonable time for performance where contract is silent.
    Where a contract is silent as to time of performance, the law implies a reasonable time.
    7. Sales <⅜=> I (4) —Contract held sufficiently definite as to place of delivery and acceptance.
    A contract to deliver cotton, at the earliest reasonable time after ginning, to the purchaser’s order, at a warehouse controlled by it or the nearest public warehouse, if it controlled none in the immediate district, or by shipment to it as directed, held sufficiently definite, as fixing the place of delivery and acceptance with reasonable certainty.
    8. Payment <§=>6 — Place of payment is in county of payer’s domicile unless contract otherwise provides.
    Under Rev. St. art. 1830, the place of payment under a contract is in the county of the payer’s domicile, where the contract does not specifically otherwise provide.
    9. Agriculture <§=>6 — Contract held sufficiently definite as to price.
    A co-operative marketing association’s contract to pay a grower selling cotton to it his proportionate share of the net proceeds of pools in which it was placed, as determined by market conditions, less certain specified and easily ascertained deductions, held sufficiently definite as to price.
    10. Injunction <§=>57 — Specific performance <§=>30 — Grower’s contract with co-operative marketing association not unenforceable because of uncertainty as to price unless clearly so.
    A cotton grower’s contract to sell all his cotton to a co-operative marketing association, to be paid for from the proceeds of pools in which it was placed, being expressly authorized by Co-operative Marketing Act (Vernon’s Ann. Civ. St. Supp. 1922, art. 14½8), which authorizes specific performance and injunctions against breaches will not be held too uncertain and indefinite as to price to be enforceable by such remedies, except on grounds admitting of no reasonable doubt.
    11. Contracts <§=>147(2) — Character depends on intention manifested by terms.
    The primary test of the character of. a contract is the parties’ intention as manifested by its terms.
    12. Sales <§=>7 — Contract manifesting intent that title pass and price be paid is one of sale.
    A contract manifesting an intent that title pass and the price be paid is one- of purchase and sale, not of agency.
    13. Agriculture <§=6 — Contract for delivery of cotton to co-óperative marketing association for pooling and sale held one of purchase and sale, not of agency.
    A contract whereby a cotton .grower agreed to sell and deliver all his cotton to a nonprofit co-operative marketing association, which agreed to buy it and was authorized to have it handled, processed, and stored, and to borrow money thereon, pool, and sell it, and pay the grower from the net proceeds of the pools, held “a contract for the purchase and sale of personal property,” as therein described, and not an agency contract, though the grower had a beneficial interest in the net proceeds of the pools, the manifest purpose being that the association take title to ,the cotton.
    14. Injunction @=>57, 59(3) — Specific performance @=>6, 58 — Co-operative marketing association may, compel performance of grower’s contract to sell cotton to it exclusively or enjoin breach, notwithstanding lack of mutuality of remedies and provision for liquidated damages.
    A co-operative marketing association, organized under Co-operative Marketing Act (Vernon’s Ann. Civ. St. Supp. 1922, arts. 14%k to 14JAyy), may enforce performance of a grower’s contract to sell his cotton to it exclusively, in a suit for specific performance, or for an injunction against a breach, as authorized by the statute, even if otherwise unenforceable in equity for lack of mutuality of remedies, and notwithstanding a provision as to liquidated damages, which is authorized by the statute.
    15. Injunction @=359(1) — Specific performance @=>68 — Co-operativo marketing association entitled to equitable relief against owner selling cotton to others in violation of agreement, irrespective of statute.
    A co-operative marketing association without capital stock is entitled to equitable relief against a grower selling cotton to others in violation of his agreement to sell to it exclusively, even aside from Co-operative Marketing Act (Vernon’s Ann. Civ. St. Supp. 1922, arts. 14%k to 14%yy), authorizing specific performance of such contracts or injunctions against breaches.
    16. Injunction @=>57 — Specifio performance @=>6 — Grower’s contract to sell only to cooperative marketing association not unenforceable in equity for lack of mutuality of remedies.
    While a cotton grower might sue for damages for a co-operative marketing association’s breach of its contract to market his cotton, such action would ordinarily be ineffective or inadequate, in view of the fact that the association has no capital stock, so that the contract is not unenforceable in equity at the association’s suit because of lack of mutuality of remedies, the grower being entitled to equitable relief in the event of a breach by the association.
    17. Injunction @=>57 — Specifio performance @=>6 — Grower’s contract to sell only to cooperative marketing association, of which he is member, not unenforceable for lack of mutuality of remedies.
    A co-operative marketing association, organized under Vernon’s Ann. Oiv. St. Supp. 1922, arts. 14%k to 14%yy, being an association, ordinqrily unincorporated, without capital stock, having members instead of stockholders, and operated for some mutually beneficial purpose, as shown by articles 14%pp I to 14%qq, a grower’s contract, as part of his membership application, to sell his cotton to it exclusively, is not unenforceable in equity for lack of mutuality of remedies; he being entitled to have it' performed by the association, whose refusal would be tantamount to suspending or expelling him.
    18. Associations @=>10 — One denied benefits of membership may appeal to court of equity for redress.
    One denied the benefits of membership in an association may appeal to a court of equity for redress.
    19. Specifio performance @=>75 — Co-operative marketing association’s right to compel spe-cifio performance of member’s contract to sell cotton to it exclusively not denied as requiring supervision by court.
    The right of a co-operative marketing association, under Vernon’s Ann. Oiv. St. Supp. 1922, art. 14%s, to compel specific performance of a member’s contract to sell his cotton to it exclusively will not be denied, as requiring constant supervision of the court for a long period of time over a series of acts and as possibly compelling the court to pursue the member from place to place, etc.; the rule Being one of decision, not a limitation of the jurisdiction of a court of equity, and the statute controlling in any event.
    Error to Court of Civil Appeals of Fifth Supreme Judicial District.
    Suit by the Texas Farm Bureau Cotton Association against J. C. Stovall.' The Court of Civil Appeals affirmed a judgment dismissing the cause (248 S. W. 1109), and plaintiff brings error.
    Reversed and remanded, with instructions.
    Aaron Sapiro, of San Francisco, Cal., C. K. Bullard, of Dallas, J. C. Lumpkin, of Waxahachie, and Etheridge, McCormick & Bromberg, of Dallas, for plaintiff in error.
    Farrar & Kemble, of Waxahachie, Sharp & Tirey, of Ennis, and W. P. Hancock, of Waxahachie, for defendant in error.
    
      
       Rehearing denied October 3, 1923.
    
   OURETON, C. J.

This suit was instituted by the Texas Farm Bureau Cotton Association, a nonprofit co-operative agricultural association or corporation, organized under the Co-operative Marketing Act (Vernon’s Texas Civil Statutes, 1922 Supplement, arts. 14½15: to 14%yy). The purpose of the suit was to enjoin the defendant in error, Stovall, from delivering and selling his crop of cotton to parties other than the plaintiff in error, in violation of a contract alleged to have been made with the association, and to compel specific performance of this contract. On application for temporary injunction, the court after hearing the evidence sustained exceptions to the plaintiff in error’s petition, and upon refusal to amend the cause was dismissed. An appeal was prosecuted to the Court of Civil Appeals for the Fifth district, which affirmed the judgment of the trial court. 248 S. W. 1109.

The plaintiff in error was organized by an organization committee, or “group of persons,” composed of Hr. J. T. Orr and others, as contemplated by the statute (article 14%m). This committee issued and caused to he circulated over the state a document called the “Texas Farm Bureau Cotton Growers’ Co-operative Marketing Association Agreement,” which for convenience we will refer to as the “Grower’s Application for Membership.” This agreement was signed by some 20,000 cotton growers of the state, each grower signing a separate copy. Among others signing the instrument was the defendant in error, J. C. Stovall.

The agreement authorized the committee to obtain a charter when signatures thereto were obtained covering at least 500,000 hales of cotton. Signatures covering this number of bales were obtained. The committee then incorporated the plaintiff in error, mailed the defendant in error a certificate of membership, which was received and accepted, and he thereafter participated in the conduct of the association, to the extent at least of voting in the manner prescribed for by its board of directors. This agreement, signed by the defendant in error, contained as a part thereof the contract which will be "hereafter set out, called the “Texas Farm Bureau Cotton Growers’ Co-operatiye Association Marketing Agreement.” The last-named portion of the instrument was incorporated in the body of the original document signed by the defendant in error, and as such was a part of his application for membership.

This application contained a provision to the effect that the acceptance of the application for membership and the marketing agreement by the Association should be conclusive upon the mailing of the notice by the Association. It also contained a provision to the effect that the subscriber agrees to execute, when requested by the Association, a marketing agreement substantially the same as that set forth in the agreement hereafter copied, or, at the option of the board of directors, be bound by the terms of the agreement embraced in the application for membership. The record shows that when the corporation was chartered it exercised the option to be bound by the association marketing agreement embraced in the original application, and that it notified defendant in error of this acceptance.

From the foregoing we conclude that defendant in error became a member of the Association, and the marketing agreement a contract between him and plaintiff in error. Belton Compress Co. v. Saunders, 70 Tex. 699, 6 S. W. 134; McCord v. Southwestern Sundries Co. (Tex. Civ. App.) 158 S. W. 226; Railway Co. v. Granger, 86 Tex. 350, 24 S. W. 795, 40 Am. St. Rep. 837; 10 Corpus Juris, §§ 753, 762, 766, 771, also §§ 289, 290, 291, 292, 296, 297.

The trial court found that the Association was duly organized, and after organization

accepted defendant in error’s application for membership, his association and marketing agreement, and duly notified him thereof; that he was producing cotton, refusing to deliver it to plaintiff in error, and selling and delivering it to others.

That court, however, as a matter of law, concluded the temporary injunction should be refused “because the contract executed by defendant is unilateral, uncertain in terms, and therefore not susceptible of specific performance, and is subject to the twelfth and fourteenth- special exceptions of defendant’s answer.

The Court of Civil Appeals states that the effect of the order of the trial court sustaining the exceptions was substantially to hold that the contract hereafter quoted was unilateral, uncertain, was not a contract for purchase and sale, and that it did not purport to be a contract between plaintiff in error and defendant in error.

The contract in question reads as follows:

“Texas Farm Bureau Cotton Growers’ Cooperative Association Marketing Agreement.
“The Texas Farm Bureau Cotton Growers’ Co-operative Marketing Association, a nonprofit Association, with its principal office at Dallas, Texas, hereinafter called the Association, first party, and the undersigned grower, second party, agree:
“1. The grower is a member of the Association and is helping to carry out the express aims of the Association for co-operative marketing, for minimizing speculation and waste and for stabilizing cotton markets in the interest of the grower and the public, through this and similar organizations undertaken by other growers.
“2. The Association agrees to buy and the grower agrees to sell and deliver to the Association all the cotton produced or acquired by or for him in Texas during the years 1921, 1922, 1923, 1924, and 1925.
“3. The grower expressly warrants that he has not heretofore contracted to sell, market or deliver any of his said cotton to any person, firm or corporation, except as noted at the end of this agreement. Any cotton covered by such existing contracts shall be excluded from the terms hereof for the period and to the extent noted.
“4. (a) All cotton shall be delivered at the earliest reasonable time after ginning, to the order of the Association, at the warehouse controlled by the Association, or at the nearest public warehouse, if the Association controls no warehouse in that immediate district; or by shipment as directed, to the Association and by delivery of the indorsed warehouse receipts or bills of lading properly directed.
“(b) Any deduction or allowance or loss that the Association may make or suffer on account of inferior grade, quality or condition at delivery, shall be charged against the grower individually.
“(e) The Association shall make rules and regulations and shall provide inspectors or graders or classifiers to standarize, grade and class the quality and method and manner of handling, pressing and shipping such cotton; and the grower agrees to observe and perform any such rules and regulations and to accept the grading established by the Association, which shall be in accordance with the official cotton standards of the United States.
“5a. The Association shall pool or mingle the cotton of the grower with cotton of a like variety, grade and staple delivered by other growers. The Association shall classify the cotton and its classification shall be conclusive. Each pool shall be’ for a full season.
“5b. The Association will endeavor to sell the cotton gradually as the spinning industry requires it at the best possible price before another crop is produced, but in case prices are not satisfactory or production is greater than consumption, or there are abnormal trade or financial conditions, the Association will, in its discretion, hold such part of the cotton as may- not be sold at a satisfactory price, until there is a fair demand for it.
“6. The Association agrees to resell such cotton, together with cotton of like variety, grade and staple, delivered by other growers under similar contracts, at the best prices obtainable by it under market conditions; and to pay over the net amount received therefrom (less freight, insurance and interest), as payment in full to the grower and growers named in contracts, similar hereto, according to the cotton delivered by each of them, after deducting therefrom, within the discretion of the Association, the costs of maintaining the Association, organization fee and annual membership dues to the Texas Fárm Bureau Federation (unless otherwise paid), and costs of handling, grading and marketing such cotton: and of reserves for credits and other general purposes (said reserves not to exceed one per cent, of the gross resale price). The annual surplus from such deductions must be prorated among the growers delivering cotton in that year on the basis of deliveries.
“7. The grower agrees that the Association may handle, in its discretion, some of the cotton in one way and some in another; but the net proceeds of all cotton of like quality, grade and staple, less charge, costs and advances, shall be divided ratably among the growers in proportion to their deliveries to each pool, payments.'to be made from time to time until all the accounts of each pool are settled.
“8. The Association may sell the said cotton, within or without this state, directly to spinners or exporters or otherwise, at such time and'upon such conditions and terms as it may deem profitable, fair and advantageous to the growers; and it may sell all or any part of the cotton to or through any agency now established or to be hereafter established, for the co-operative marketing of the cotton of growers in other states throughout the United States, under such conditions as will serve the joint interest of the growers and the public; and any proportionate expense connected therewith shall be deemed marketing costs under paragraph 6.
“9. The grower agrees that .the association shall borrow money in its name on the cotton, through drafts, acceptances, notes or otherwise, or on any warehouse receipt or bills of lading or upon any accounts for the sale of cotton or on any commercial paper delivered therefor. The association shall prorate the money so received among the growers equitably, as it may determine, for each district and period of delivery.
“10. The Association may establish selling offices, warehouses, plants,’ marketing, statistical or other agencies in any place.
“11. The grower shall have the right to stop growing cotton and to grow anything else at any time at his free discretion; but if he produces any cotton during the term hereof, it shall all be included under the terms of this agreement and must be sold only to the Association.
“12. Nothing in this- agreement shall be interpreted as compelling the grower to deliver any specified quantity of cotton per year; but he shall deliver all the cotton produced or acquired by or for him.
“13. (a) This agreement shall be binding upon the grower as long as he produces cotton directly or indirectly, or has-the legal right to exercise control of any commercial cotton or any interest therein during the term of this contract.
“(b) If this agreement is signed by the members of a copartnership, it shall.apply to them and each of them individually in’ the event of the dissolution or termination of the said co-partnership.
“(c) If the grower places a crop mortgage upon any of his crops during the term hereof, the Association shall have the right to take delivery of his cotton and to pay off all or part of the crop mortgage for the account of the grower and to charge the same against him individually. The grower further agrees that if the mortgagee desires, he will execute in favor of the creditor an assignment of his interest in the cotton which he has sold, or will sell, to the Association for the protection of the creditor to the extent of the creditor’s just claim, and the Association in turn agrees, upon notice of such assignment, to respect the same and to pay to the creditor to the extent of his just claim the proceeds otherwise due the grower.
“The grower shall, notify the Association prior to making any crop mortgage; and the Association will advise the grower in any such transactions.
“14. From time to time the grower agrees to mail to the Association any statistical data requested, on the forms provided for that purpose by the Association.
“15. This agreement is one of a series generally similar in terms, comprising with all such agreements, signed by individual growers, or otherwise, one single contract between the Association and the said growers, mutually, and individually obligated under all the term's thereof. The Association shall be deemed to be acting in- its own name, for all such growers, in any action or legal proceedings on or arising out of this contract.
“16. (a) The grower hereby expressly authorizes the Association to deliver to any warehousing corporation organized for co-operation with this Association, any or all of his cotton for handling, processing or storing; and to charge against his cotton the prorated costs of such services to his cotton and his prorated shares of the funds necessary to create a reserve, equivalent to one class of its preferred stock annually plus bonus, to retire the said class; and to pay the interest on advances and the dividends on all outstanding preferred stock.
“(h) The grower shall not he charged for such deductions except on account of warehouses within his immediate district, as determined by the Association; and for such deductions the grower shall receive a proportionate interest in such warehouses.
“17. If the grower has on hand on July 1, 1921, any cotton of the 1920 or previous crops, free of liens and capable of delivery, he shall deliver such cotton to the Association as it may direct, to be graded by the Association and marketed by it in pools wholly separate from all other deliveries here made, but generally in the manner hereinabove set forth.
“18. (a) Inasmuch as the remedy at law would be inadequate; and inasmuch as it is now and ever will be impracticable and extremely difficult to determine the actual damage resulting to the Association, should the grower fail so to sell and deliver all of his cotton, the grower hereby agrees to pay to the Association for. all cotton delivered, sold, consigned, withheld or marketed by or for him, other than in accordance with the terms hereof, the sum of five cents per pound, middling basis, as liquidated damages for the breach of this contract; all parties agreeing that this contract is one of a series dependent for its true value upon the adherence of each and all the growers to each and all of the said contracts.
“(b) The grower agrees that in the event of a breach or threatened breach by him of any provision regarding delivery of cotton, the Association shall be entitled to an injunction to prevent breach or further breach hereof and to a decree for specific performance hereof; and the parties agree that this is a contract for the purchase and sale of personal property under special circumstances and conditions and that the buyer cannot go to the open markets and buy cotton to replace any which the grower may fail to deliver.
“(c) If the Association brings any action whatsoever, by reason of a breach or a threatened breach hereof, the grower agrees to pay to the Association all costs of court, costs for bonds and otherwise, expenses of travel and all expenses arising out of or caused by the litigation and any reasonable attorney’s fees expended or incurred by it in such proceedings; and all such costs and expenses shall be included in the judgment and shall be entitled to the benefits of any lien securing any payment thereunder.”

The primary criticism of the defendant in error is that the above contract is lacking in mutuality of obligation, unilateral, and too uncertain to constitute a contract. Our first inquiry will be directed to an examination of the contract with a view of determining these propositions.

Mutuality of obligation, as defined by a leading text, is as follows:

“Mutuality of contract consists in the obligation on each party to do, or to permit something to be done, in consideration of the act or promise of the other. Contracts lacking in mutuality are often termed unilateral contracts. Mutuality of obligation is an essential element of every enforceable agreement. Mutuality is absent when one only of the contracting parties is bound to perform, and the rights of the parties exist at the option of one only. And, conversely, a contract is not unilateral where it contains mutual obligations binding on both parties. Mutuality does not require that both engagements must be expressed in the same form, for one may be in writing and the other by parol. The benefits or liabilities of the parties need no.t be equal. It is sufficient that a consideration move to both parties, and mutual promises are not essential where a sufficient consideration is otherwise present. Where there are mutual promises between .the parties, it is not necessary to render a particular promise by one party binding that there be a special promise on the part of the other party directed to that particular obligation. Where several persons are parties to a contract, some of its provisions may relate solely and separately to one of the parties, and others to another party, and some of the provisions may relate to each' party and some to all jointly. * * *

“To show mutuality, the obligation may be implied as well as express. Although on its face and by its express terms the contract is obligatory on one party only, yet if the intention of the parties and the consideration on which the obligation is assumed is that there shall be a correlative obligation on the other side the law will imply it. Hence the mere fact that a contract does not include an express promise to pay for services will not deprive it of mutuality, where the agreement- to pay is a fair inference from the remaining terms of the contract; and likewise an agreement to employ or to serve may be implied. Further an obligation to sell may in some cases be implied where there is an obligation on the other part to purchase. And conversely, an ■ agreement to purchase may be implied from an obligation to sell.” 13 Corpus Juris, 331, 332, 333, 334; Texas Seed & Floral Co. v. Chicago Set & Seed Co. (Tex. Civ. App.) 187 S. W. 747, 750; Naylor v. Parker (Tex. Civ. App.) 139 S. W. 93, 98.

Reduced to its last analysis, the rule is simply that a contract must be based upon a valid consideration, and that a contract in which there is no consideration moving from one party, or no obligation upon him, lacks mutuality, is unilateral, and unenforcible.

It is quite elementary that the promise of one party is a valid consideration for the promise of the other party. Elliott on Contracts, vol. 1, §§ 229, 231; 13 Corpus Juris, p. 327, § 170; James v. Fulcrod, 5 Tex. 512, 519, 55 Am. Rep. 743; Flanders v. Wood, 83 Tex. 277, 280, 18 S. W. 572; Harness v. Luttrall (Tex. Civ. App.) 225 S. W. 810; McCaskey v. McCall (Tex. Civ. App.) 226 S. W. 432.

In this contract the plaintiff in error has made a number of binding promises:

It agrees to buy all of the cotton produced by defendant in error for a period of five years, naming the years. Paragraph 2.

By necessary implication under paragraph 4 (a) of the contract, the Association agrees to accept delivery of the cotton at the earliest reasonable time after ginning.

The Association agrees to make rules and regulations, and provide inspectors or graders and classifiers to standarize, grade, and class tfie cotton. This, of course, was essential to proper marketing, not only of the particular cotton raised by defendant in error, but of the pools of cotton in which that grown by him was to be placed. Paragraph 4 (c).

Under paragraph 5 (a), quoted above, the Association agreed to pool the cotton of defendant in error with similar cotton of other growers. This promise was of direct financial benefit to defendant in error, as enabling him to obtain whatever increase in price a sale of that character might bring. It was moreover of financial benefit to him in that, under the contract it enabled him to obtain a beneficial interest in the net proceeds of all the cotton placed in the pool with his own. Paragraph 6 (b) is a plain agreement on the part of the Association to make a reasonable effort to sell the cotton in the manner named at the best possible price. (Texas Seed & Floral Co. v. Chicago Set & Seed Co. (Tex. Civ. App.) 187 S. W. 747, 750 (writ refused). This paragraph of the agreement was of direct financial interest to defendant in error, for the reason that the price he was to receive for his cotton was dependent upon the action of plaintiff in error in selling the cotton for the best possible price.

Paragraphs 6 and 7 are of direct financial value to defendant in error, and constitute a plain promise on the part of the Association to sell the cotton pools at the best price obtainable, and pay over the net proceeds therefrom to those from whom the cotton was purchased, in proportion to the amount of cotton delivered by each grower in the pools.

There are other promises of the Association in the agreement, but the above are sufficient for the purposes of this discussion.

Not only does the grower, the defendant in error in this case, obtain the promises of the Association as to the matters above named, but since it is plain that the cotton of himself and other growers is to be pooled with cotton similar in class, and that all growers, some 20,000 in this case, have agreed that it may be pooled, and that the payment for the cotton is to be from the net proceeds of the pools, it is evident that there moves a consideration, not only from plaintiff in error, but from each of the growers signing the contract, .to the extent that each grower surrenders his exclusive beneficial interest in any dominion and control over his individual cotton, and obtains in lieu thereof a beneficial interest in the net proceeds of the pool in which his cotton may be placed. We conclude, therefore, that the promises in the agreement are mutual, that there is an am-1 pie valid consideration, and that the contract is not subject to the criticism that it lacks in mutuality or is unilateral.

The next objection urged to the contract is that it is so uncertain in its terms as not to be capable of enforcement. The contract in this case, in paragraphs 2,11, and 12, as quoted above, makes definite and certain the subject-matter. The grower agrees to sell, and the Association agrees to buy, all the cotton produced by the defendant in error or acquired by or for him in Texas during the years 1921 to 1925, inclusive. This description of the subject-matter is clearly sufficient and definite to form the basis of a contract. Hopkins v. Partridge, 71 Tex. 608, 10 S. W. 214; Brewer v. Blanton, 66 Tex. 532, 1 S. W. 572; Becker v. Bowen (Tex. Civ. App.) 79 S. W. 45, 46; Stanley v. Sumrell (Tex. Civ. App.) 163 S. W. 697, 699; Crosby v. DeBord (Tex. Civ. App.) 155 S. W. 647; Curtice Bros. v. Catts, 72 N. J. Eq. 831, 66 Atl. 935; Lapowski v. Taylor, 13 Tex. Civ. App. 624, 35 S. W. 934; G. H. & H. R. Co. v. Hill Mercantile Co., 31 Tex. Civ. App. 196, 71 S. W. 797; Simpkins on Contracts and Sales, pp. 819, 821; 13 Corpus Juris, pp. 339, 340, § 191 (13); Elliott on Contracts, vol. 1, § 180.

The contract is sufficiently certain, not only as to the time of delivery by defendant in error, but as to the time of the performance of all its terms by the plaintiff in error. The cotton is to be delivered by defendant in error at the earliest reasonable time after ginning, and, of course, is to be accepted by plaintiff in error at the same time. A reasonable tiiñe within which to make the delivery is definite. Elliott on Contracts, vol. 1, § 176. By paragraph 5 (b) the Association is to sell the cotton before another crop is produced, with certain exceptions.

The text-writers and cases next cited give many instances of contracts which did not fix precise dates for performance, yet were held or considered sufficiently definite. Elliott on Contracts, supra; Cowart v. Edwards, 4 Tex. Civ. App. 276, 23 S. W. 569; Lange v. Caruthers, 70 Tex. 722, 8 S. W. 604; Wright v. Farmers’ Nat. Bank, 31 Tex. Civ. App. 406, 72 S. W. 103.

We think this is sufficiently definite. However this may be, it is quite elementary that where the contract is silent as to the time of performance, the law implies that a reasonable time is meant. Elliott on Contracts, supra; Self v. King; 28 (Tex. 552; Weaver & Starnes v. King (Tex. Civ. App.) 98 S. W. 902; Hart v. Bullion, 48 Tex. 278, 289; Crowdus Drug Co. v. Nichols (Tex. Civ. App.) 194 S. W. 484.

Paragraph 4 (a) of the contract fixes the place of delivery and acceptance of the cotton with reasonable certainty. This fulfills the requirements of the law. Elliott on Contracts, vol. 1, § 177.

In so far as the payment of the money to defendant in error is concerned, where the-contract floes not specifically otherwise provide, the statute makes it certain by making the place of -payment in the county of the domicile of the payor. R. S., art. 1830.

We think the price to be paid under this contract is sufficiently definite and certain. The price is to be defendant in error’s proportionate share of the net proceeds from the sale of the pool, or pools, in which his cotton may be placed. This is capable of ascertainment. Under the contract, the Association must resell the cotton. The amount obtained from this resale is to be determined, not by any further negotiations between the parties to the contract, but by external standards — that is, market conditions. As soon as the pool has been sold, the gross proceeds become definite and certain. From these proceeds certain expenses are to be deducted. The deductions are named or specified in the contract, and may be easily ascertained. This method of determining the net proceeds of goods sold on consignment or commission is a familiar one, and no reason has been given why it should not be used to ascertain the price of goods delivered under a contract providing therefor. The liberty of contract is not to be lightly restricted by the application of technical rules. Elliott on Contracts, vol. 1, §§ 181, 184, and notes; Hopkins v. Partridge, 71 Tex. 606, 10 S. W. 214; Baker v. Guinn, 4 Tex. Civ. App. 539, 23 S. W. 604, 606; Smith v. Duncan (Tex. Com. App.) 209 S. W. 140; Clement v. Drybread, 108 Iowa, 701, 78 N. W. 235; Phifer v. Erwin, 100 N. C. 59, 6 S. E. 672; Luetkemeyer v. Murdock (C. C. A.) 267 Fedi 158; Handwerk v. Oswood, 23 Ill. App. 282; McConnell v. Hughes, 29 Wis. 537.

Aside, however, from the question as to what courts may have held as to certainty of price where that subject was uncon-, trolled by statutory provisions, it is clear, we think, that this type of contract was expressly authorized by the Co-operative Marketing Act. Article 14%s, Vernon’s Texas Statutes, 1922 Supplement. Since the statute itself authorizes the courts to enforce specific performance of this character of contract, and issue injunctions to prevent breaches thereof, it is not competent for courts, except upon grounds which admit of no reasonable doubt, to conclude that such a contract is too uncertain and indefinite as to price to be enforcible by the remedies prescribed.

We do not find it necessary to determine whether this contract was one of ordinary sale and purchase or an agency contract. jThe fact that the Association is created primarily for co-operative purposes, and not for profit, lends color to the theory that it is an agency contract. But when the statute is examined and the contract analyzed, it is quite plain that in its essential aspects the contract is not one of agency as that term is ordinarily understood. The rule is that the primary test as to the character of a contract is the intention of the parties. 23 R. O. L. p. 1216, § 34.

It is difficult to lay down any single rule or test sis to what will or will not constitute a sale of property. The case next cited contains many annotations on the subject, but in reality each contract must be construed in accordance with its own terms and with the manifest intention of the par-lies. See D. M. Ferry & Co. v. Hall, 188 Ala. 178, 66 South. 104, L. R. A. 1917B, 620, and notes. In general it may be said that if it is manifest from the contract that it was intended title should pass and the price be paid, the transaction constitutes a sale. According to the contract before us, the Association agrees to buy, and the grower agrees to sell and deliver cotton to the Association.- Paragraph 2. By paragraph 18 (b) of the agreement, “the parties agree that this is a contract for the purchase and sale of personal property.” ■ Other provisions in the contract show that it was the manifest purpose of the parties that the Association should take title to the cotton delivered to it, and that defendant in error should lose all dominion over it.

The cotton is to be delivered to the Association without any provision for its return; the Association is authorized to have the cotton handled, processed and stored; it is authorized to borrow money on, pool, and sell the cotton; in other words, the Association is authorized to exercise all acts of ownership over the cotton after its delivery, subject only to the method prescribed for determining its price.

The fact that the cotton is to be placed in a pool with the cotton of other growers, and the grower paid from the net proceeds of the pool, instead of from the net proceeds of his own cotton, clearly shows that the purpose was to pass title to the Association. It is true that the grbwer at all times has a beneficial interest in the net proceeds of this pool, but in so far as the legal title to the cotton is concerned, and his dominion over it, it is clear that passes from him. What remedies, if any, the grower might have, as against the cotton, in the event of a breach of the contract by the Association, it is unnecessary to determine. It is sufficient to say that, in view of the statute, and the express language of the agreement declaring the instrument a contract of sale and purchase, we must regard it as such a’ contract in so far as the parties here are concerned. See the following cases: Columbia Carriage Co. v. Hatch, 19 Tex. Civ. App. 120, 47 S. W. 288; Williams v. Drummond (Tobacco Co., 17 Tex. Civ. App. 635, 44 S. W. 185; (Texas Brewing Co. v. Anderson (Tex. Civ. App.) 40 S. W. 737; Texas Brewing Co. v. Templeman, 90 Tex. 277, 38 S. W. 27. But irrespective of the classification which may be given the contract, since the statute expressly gives the Association remedies in equity to enforce the performance of contracts of this character, it is entitled to these remedies where the facts warrant.

It is insisted that this contract is unenfor-cible in equity at the suit of the Association, because of lack of mutuality of remedy. The contract before us was authorized by the statute which gives the Association the remedies of specific performance and injunction. Vernon’s Civil Statutes, 1922 Supplement, article 14%s.

The statute having authorized these remedies, whatever may have been the rule in equity, the statute will control. R. S. art. 4643; Sumner v. Crawford, 91 Tex. 129, 41 S. W. 994; Lakeside Irr. Co. v. Kirby (Tex. Civ. App.) 166 S. W. 715, 717 (writ refused); Sullivan v. Dooley, 31 Tex. Civ. App. 589, 73 S. W. 82, 84; Brown v. Staple Cotton Co-operative Ass’n (Miss.) 96 South. 847, decided June 4, 1923, and not yét [officially] reported.

Aside from the statute, the' plaintiff in error, because of the contract and the nature of its business as a co-operative concern without capital stock, would be entitled to equitable relief. Oregon Growers’ Co-operative Ass’n v. Lentz (Or.) 212 Pac. 811; Washington Cranberry Ass’n v. Moore, 117 Wash. 430, 201 Pac. 773, 204 Pac. 811; Grant County Board v. Allphin, 152 Ky. 280, 153 S. W. 417; Phez v. Salem Eruit Union, 103 Or. 514, 201 Pac. 222, 205 Pac. 970; Owen County Society v. Brumback, 128 Ky. 137, 107 S. W. 710; Tobacco Growers Co-operative Ass’n v. Jones (N. C.) 117 S. E. 174.

The provision in the contract with reference to liquidated damages was authorized by the statute, and in no way militates against the conclusion reached. Elliott on Contracts, vol. 3, § 2311; Moss & Raley v. Wren (Tex. Civ. App.) 118 S. W. 149; Lone Star Salt Co. v. Texas Short Line Ry. Co. (Tex. Civ. App.) 86 S. W. 355, 361; authorities supra.

While the grower might have and could maintain an action for damages for breach of contract, yet the fact that the Association has no capital stock and is purely co-operative, would, under ordinary circumstances, render such an action ineffective or inadequate. Therefore there is no lack of mutuality of remedies, for the reason that, in the event of a breach of the contract by the Association, defendant in error would be entitled to relief in equity.

Again, plaintiff in error, although incorporated, belongs to that class of associations, ordinarily though not necessarily un-incorporatéd, without capital stock, having members instead of stockholders, operated for some mutually beneficial purpose. That it belongs to this class of associations, will be seen by, an examination of the statutes authorizing its creation. Vernon’s Civil Statutes, 1922 Supplement, articles 14%pp to Uy2qq; see generally 5 Corpus Juris, 1330, 1341, and 1352 to 1359.

The contract in this case was a part of defendant in error’s membership application, and as a member he is entitled to have it performed. Eor the Association to decline to carry out this contract would be tantamount to suspending or expelling him. It is elementary that one denied the benefits of membership of an association may appeal to a court of equity for redress. 5 Corpus Juris, pp. 1358, 1359; Pomeroy’s Equity Jurisprudence (2d Ed.) vol. 4, §§ 1731, 1732, 1733.

The Court of Civil Appeals expresses the view that specific performance could not be awai'ded against a member, because it would necessarily require constant supervision of the court covering a long period of time, involving a series of acts, and because the court would be confronted with the possible problem of pursuing the party against whom the plea is made from place to place, etc. The answer to this is that the rule stated is a rule of decision, and not a limitation of the jurisdiction of a court of equity-. Elliott on Contracts, vol. 3, § 2322. In addition, the statute has authorized the remedy, and the contract here involved is within the statute, which must control. Vernon’s Texas Civil Statutes, 1922 Supplement, article 14½8. Besides, a court of equity would not meet with any very, sérious difficulty in requiring the average owner to deliver his cotton after it was ginned.

What has been said necessarily disposes of all objections raised to the contract sued on. Por the various reasons assigned, we have concluded that none of the propositions urged against the enforcement of this contract are tenable, that the trial court erred in sustaining the exceptions to the plaintiff in error’s petition, in holding that the contract was unilateral, uncertain in its terms, not susceptible of specific performance, and in dismissing the petition; and that the Court of Civil Appeals erred in affirming the judgment of the trial court.

The judgments of the Court of Civil Appeals and .the district court are both reversed, and the case remanded to the district court with instructions- to be governed by this opinion in any further proceedings, in this cause. 
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