Cooperative Agricultural Associations or Corporations
CHAPTER 85. CORPORATION LAW FOR COOPERATIVE AGRICULTURAL ASSOCIATIONS
Subchapter IV. Marketing Contracts; Actions; Restraint of Trade and Monopoly
§ 8541. Purchases; sales; contracts with stockholders and patrons.
An association may engage in buying and selling agricultural products and supplies and take title thereto. An association
may make and execute contracts with its stockholders and other patrons requiring them to sell all or any specified part of
their agricultural products or specified commodities exclusively to or through the association or any facilities to be created
by the association. An association shall be granted by any such contract the rights which its members individually have, arising
out of the production, sale, handling or delivery of products or commodities covered by the contract. The contract shall specify
a reasonable period in each year during which the association or any stockholder or patron so contracting with the association
may terminate the contract. The association, as agent for a stockholder or other patron, may buy agricultural supplies for
him or her and sell his or her agricultural or other kindred products.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8541; 70 Del. Laws, c. 186, § 1.;
§ 8542. Permissive provisions of marketing contracts.
Contracts with stockholders or other patrons may provide that the association may:
(1) Blend proceeds of sales in one or more or all markets, and equalize returns among all stockholders and other patrons in
such markets;
(2) Establish pools and, in the case of milk, a base rating plan or any plan for production control;
(3) Collect the proceeds of the sales of such products or commodities direct from the buyer thereof, and this authority shall
be coupled with an interest in favor of the association and the other patrons which is irrevocable by the stockholder or patron
as long as the contract is in effect;
(4) Make, or permit the buyer to make, such deductions from the proceeds of the sales or products or commodities and the payment
therefor to the association as are provided in the contract, and such authority shall be coupled with an interest in favor
of the association and the other patrons which is irrevocable by the stockholder or patron as long as the contract is in effect.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8542.;
§ 8543. Title to products sold by stockholders and patrons to association.
If stockholders and patrons contract a sale to an association, it shall be conclusively held that title to the products passes
absolutely and unreservedly to the association at the time of delivery out of the possession of the stockholder or patron,
or at any other time, expressly and definitely agreed in the contract. The contract may provide that the association may sell
or resell the products delivered by its stockholders and other patrons, with or without taking title thereto, and pay over
to its stockholders and patrons the resale price, after deducting all necessary overhead and other costs and expenses, interest,
dividends on the preferred and common stock, and other proper reserves.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8543.;
§ 8544. Suits by association against buyers; joinder of stockholder or patron.
(a) Where a contract provides that an association may collect the price of products or commodities sold through the association
or facilities created by it, the association may maintain an action against any buyer of such products or commodities for
the price, in its own name, without joining such stockholder or patron, with the same force and effect as if the association
held title to the products or commodities and to the claim for the price thereof, and it shall not be a defense to any buyer
to plead payment of the price to the stockholder or patron where the buyer has notice of the contract between the association
and its stockholder or patron prior to the alleged payment.
(b) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
may maintain an action for the deduction, in its own name, without joining its stockholder or patron, with the same force
and effect as if the association held title to the products or commodities and to the claim for the full price thereof, and
it shall not be a defense to any buyer to plead payment of the price to the stockholder or patron where the buyer has notice
of the contract between the association and its stockholder or patron prior to the alleged payment.
(c) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
shall have the right to maintain an action for the deduction in its own name without joining its stockholder or patron, with
the same force and effect as if the association held title to the products or commodities or to the claim for the full price
of the products or commodities, or to a claim in the amount of such deduction, and it shall not be a defense to a buyer to
plead payment of all of the price of the products or commodities, including the deduction authorized to be made, to the stockholder
or patron where such buyer has notice of the contract between the association and its stockholder or patron prior to the payment,
or to plead that the effect of the provisions of this chapter constitute a partial assignment of the claim of the stockholder
or patron.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8544.;
§ 8545. Joinder of claims in suits by associations.
An association may join in a single suit any number of claims for the proceeds of products or commodities, or deductions therefrom,
or any other claims arising from the sale, handling or delivery of such products or commodities, which its stockholders or
patrons may have against any buyer, regardless of the fact that these claims may arise from the sale of products or commodities
of different stockholders or patrons.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8545.;
§ 8546. Monopoly and restraint of trade.
An association organized under this chapter shall not be deemed to be a combination in restraint of trade, nor an illegal
monopoly, nor an attempt to lessen competition or fix prices arbitrarily, or to create a combination or pool in violation
of any law of this State, nor shall the marketing contracts between the association and its members, or any agreement authorized
by this chapter, be so considered, nor shall the association be deemed to be a party to a combination in restraint of trade,
or illegal monopoly, by reason of any agreement made with buyers of products or commodities sold to or through the association
or facilities created by it, in accordance with this chapter.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8546.;
Cooperative Agricultural Associations or Corporations
CHAPTER 85. CORPORATION LAW FOR COOPERATIVE AGRICULTURAL ASSOCIATIONS
Subchapter IV. Marketing Contracts; Actions; Restraint of Trade and Monopoly
§ 8541. Purchases; sales; contracts with stockholders and patrons.
An association may engage in buying and selling agricultural products and supplies and take title thereto. An association
may make and execute contracts with its stockholders and other patrons requiring them to sell all or any specified part of
their agricultural products or specified commodities exclusively to or through the association or any facilities to be created
by the association. An association shall be granted by any such contract the rights which its members individually have, arising
out of the production, sale, handling or delivery of products or commodities covered by the contract. The contract shall specify
a reasonable period in each year during which the association or any stockholder or patron so contracting with the association
may terminate the contract. The association, as agent for a stockholder or other patron, may buy agricultural supplies for
him or her and sell his or her agricultural or other kindred products.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8541; 70 Del. Laws, c. 186, § 1.;
§ 8542. Permissive provisions of marketing contracts.
Contracts with stockholders or other patrons may provide that the association may:
(1) Blend proceeds of sales in one or more or all markets, and equalize returns among all stockholders and other patrons in
such markets;
(2) Establish pools and, in the case of milk, a base rating plan or any plan for production control;
(3) Collect the proceeds of the sales of such products or commodities direct from the buyer thereof, and this authority shall
be coupled with an interest in favor of the association and the other patrons which is irrevocable by the stockholder or patron
as long as the contract is in effect;
(4) Make, or permit the buyer to make, such deductions from the proceeds of the sales or products or commodities and the payment
therefor to the association as are provided in the contract, and such authority shall be coupled with an interest in favor
of the association and the other patrons which is irrevocable by the stockholder or patron as long as the contract is in effect.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8542.;
§ 8543. Title to products sold by stockholders and patrons to association.
If stockholders and patrons contract a sale to an association, it shall be conclusively held that title to the products passes
absolutely and unreservedly to the association at the time of delivery out of the possession of the stockholder or patron,
or at any other time, expressly and definitely agreed in the contract. The contract may provide that the association may sell
or resell the products delivered by its stockholders and other patrons, with or without taking title thereto, and pay over
to its stockholders and patrons the resale price, after deducting all necessary overhead and other costs and expenses, interest,
dividends on the preferred and common stock, and other proper reserves.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8543.;
§ 8544. Suits by association against buyers; joinder of stockholder or patron.
(a) Where a contract provides that an association may collect the price of products or commodities sold through the association
or facilities created by it, the association may maintain an action against any buyer of such products or commodities for
the price, in its own name, without joining such stockholder or patron, with the same force and effect as if the association
held title to the products or commodities and to the claim for the price thereof, and it shall not be a defense to any buyer
to plead payment of the price to the stockholder or patron where the buyer has notice of the contract between the association
and its stockholder or patron prior to the alleged payment.
(b) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
may maintain an action for the deduction, in its own name, without joining its stockholder or patron, with the same force
and effect as if the association held title to the products or commodities and to the claim for the full price thereof, and
it shall not be a defense to any buyer to plead payment of the price to the stockholder or patron where the buyer has notice
of the contract between the association and its stockholder or patron prior to the alleged payment.
(c) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
shall have the right to maintain an action for the deduction in its own name without joining its stockholder or patron, with
the same force and effect as if the association held title to the products or commodities or to the claim for the full price
of the products or commodities, or to a claim in the amount of such deduction, and it shall not be a defense to a buyer to
plead payment of all of the price of the products or commodities, including the deduction authorized to be made, to the stockholder
or patron where such buyer has notice of the contract between the association and its stockholder or patron prior to the payment,
or to plead that the effect of the provisions of this chapter constitute a partial assignment of the claim of the stockholder
or patron.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8544.;
§ 8545. Joinder of claims in suits by associations.
An association may join in a single suit any number of claims for the proceeds of products or commodities, or deductions therefrom,
or any other claims arising from the sale, handling or delivery of such products or commodities, which its stockholders or
patrons may have against any buyer, regardless of the fact that these claims may arise from the sale of products or commodities
of different stockholders or patrons.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8545.;
§ 8546. Monopoly and restraint of trade.
An association organized under this chapter shall not be deemed to be a combination in restraint of trade, nor an illegal
monopoly, nor an attempt to lessen competition or fix prices arbitrarily, or to create a combination or pool in violation
of any law of this State, nor shall the marketing contracts between the association and its members, or any agreement authorized
by this chapter, be so considered, nor shall the association be deemed to be a party to a combination in restraint of trade,
or illegal monopoly, by reason of any agreement made with buyers of products or commodities sold to or through the association
or facilities created by it, in accordance with this chapter.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8546.;
Cooperative Agricultural Associations or Corporations
CHAPTER 85. CORPORATION LAW FOR COOPERATIVE AGRICULTURAL ASSOCIATIONS
Subchapter IV. Marketing Contracts; Actions; Restraint of Trade and Monopoly
§ 8541. Purchases; sales; contracts with stockholders and patrons.
An association may engage in buying and selling agricultural products and supplies and take title thereto. An association
may make and execute contracts with its stockholders and other patrons requiring them to sell all or any specified part of
their agricultural products or specified commodities exclusively to or through the association or any facilities to be created
by the association. An association shall be granted by any such contract the rights which its members individually have, arising
out of the production, sale, handling or delivery of products or commodities covered by the contract. The contract shall specify
a reasonable period in each year during which the association or any stockholder or patron so contracting with the association
may terminate the contract. The association, as agent for a stockholder or other patron, may buy agricultural supplies for
him or her and sell his or her agricultural or other kindred products.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8541; 70 Del. Laws, c. 186, § 1.;
§ 8542. Permissive provisions of marketing contracts.
Contracts with stockholders or other patrons may provide that the association may:
(1) Blend proceeds of sales in one or more or all markets, and equalize returns among all stockholders and other patrons in
such markets;
(2) Establish pools and, in the case of milk, a base rating plan or any plan for production control;
(3) Collect the proceeds of the sales of such products or commodities direct from the buyer thereof, and this authority shall
be coupled with an interest in favor of the association and the other patrons which is irrevocable by the stockholder or patron
as long as the contract is in effect;
(4) Make, or permit the buyer to make, such deductions from the proceeds of the sales or products or commodities and the payment
therefor to the association as are provided in the contract, and such authority shall be coupled with an interest in favor
of the association and the other patrons which is irrevocable by the stockholder or patron as long as the contract is in effect.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8542.;
§ 8543. Title to products sold by stockholders and patrons to association.
If stockholders and patrons contract a sale to an association, it shall be conclusively held that title to the products passes
absolutely and unreservedly to the association at the time of delivery out of the possession of the stockholder or patron,
or at any other time, expressly and definitely agreed in the contract. The contract may provide that the association may sell
or resell the products delivered by its stockholders and other patrons, with or without taking title thereto, and pay over
to its stockholders and patrons the resale price, after deducting all necessary overhead and other costs and expenses, interest,
dividends on the preferred and common stock, and other proper reserves.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8543.;
§ 8544. Suits by association against buyers; joinder of stockholder or patron.
(a) Where a contract provides that an association may collect the price of products or commodities sold through the association
or facilities created by it, the association may maintain an action against any buyer of such products or commodities for
the price, in its own name, without joining such stockholder or patron, with the same force and effect as if the association
held title to the products or commodities and to the claim for the price thereof, and it shall not be a defense to any buyer
to plead payment of the price to the stockholder or patron where the buyer has notice of the contract between the association
and its stockholder or patron prior to the alleged payment.
(b) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
may maintain an action for the deduction, in its own name, without joining its stockholder or patron, with the same force
and effect as if the association held title to the products or commodities and to the claim for the full price thereof, and
it shall not be a defense to any buyer to plead payment of the price to the stockholder or patron where the buyer has notice
of the contract between the association and its stockholder or patron prior to the alleged payment.
(c) Where a contract provides that an association may make, or have the buyer make, a deduction from the proceeds of the sale
of products or commodities sold through the association or facilities created by it, to be paid to the association, the association
shall have the right to maintain an action for the deduction in its own name without joining its stockholder or patron, with
the same force and effect as if the association held title to the products or commodities or to the claim for the full price
of the products or commodities, or to a claim in the amount of such deduction, and it shall not be a defense to a buyer to
plead payment of all of the price of the products or commodities, including the deduction authorized to be made, to the stockholder
or patron where such buyer has notice of the contract between the association and its stockholder or patron prior to the payment,
or to plead that the effect of the provisions of this chapter constitute a partial assignment of the claim of the stockholder
or patron.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8544.;
§ 8545. Joinder of claims in suits by associations.
An association may join in a single suit any number of claims for the proceeds of products or commodities, or deductions therefrom,
or any other claims arising from the sale, handling or delivery of such products or commodities, which its stockholders or
patrons may have against any buyer, regardless of the fact that these claims may arise from the sale of products or commodities
of different stockholders or patrons.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8545.;
§ 8546. Monopoly and restraint of trade.
An association organized under this chapter shall not be deemed to be a combination in restraint of trade, nor an illegal
monopoly, nor an attempt to lessen competition or fix prices arbitrarily, or to create a combination or pool in violation
of any law of this State, nor shall the marketing contracts between the association and its members, or any agreement authorized
by this chapter, be so considered, nor shall the association be deemed to be a party to a combination in restraint of trade,
or illegal monopoly, by reason of any agreement made with buyers of products or commodities sold to or through the association
or facilities created by it, in accordance with this chapter.
41 Del. Laws, c. 132, § 10; 3 Del. C. 1953, § 8546.;