Yeoman

In this action there was a judgment for the plaintiff, and defendant has appealed therefrom, adopting the alternative method in bringing up the record. There is printed in appellant’s brief material portions of the judgment-roll and such evidence as is relevant to a consideration of the questions presented.

The cause of action alleged in the complaint was for the recovery of a sum of money as liquidated damages arising under a term of a contract made by defendant with the plaintiff. In the record presented it is shown that the plaintiff was, at all times material to the controversy, a corporation organized for the purpose of enabling its members to jointly conduct the operation of harvesting and marketing citrus fruits grown upon land owned by such members. The underlying plan of the organization was co-operative, and no persons were eligible to membership except those who produced citrus fruit which they desired to market. The by-laws which were subscribed by the stockholders provided that the corporation should have the sole and exclusive right to pick, grade, pack, market, and sell the citrus fruit raised by the members on the land described in the certificates of stock—in…