was expended, much inuring to Plaintiff's benefit.
On February 19, 1976 Plaintiff by letter to Defendant with a copy to DAA Wilkes-Barre Representative, notified Chrysler that it intended to withdraw from its agreement with DAA and requested Chrysler to discontinue charging Plaintiff the $25 per car for advertising, which sum it then forwarded to DAA. On July 16, 1976 Plaintiff again notified Chrysler with a copy of the letter to the representative of DAA that it intended to terminate its relationship with DAA and again requested Chrysler to cease charging the $25 advertising charge.
When Chrysler refused to accede to Plaintiff's requests this suit was instituted requesting a Temporary Restraining Order, Preliminary, and Permanent Injunction enjoining Chrysler from charging and collecting the said advertising fees and forwarding them to DAA and for damages and other equitable relief. Plaintiff also seeks a declaratory judgment that no contractual agreement exists between Plaintiff and DAA and that Chrysler abide by the terms of the Direct Dealership Agreement.
The Motion for Temporary Restraining Order and Preliminary Injunction were refused and the parties entered into a stipulation by which it was agreed by all three parties that the two agreements as herein recited do exist and that the relevant terms are as stated in this memorandum, that the Plaintiff attempted to withdraw from the agreement with DAA as recited in Plaintiff's letters of February 19, 1976 and July 16, 1976; that thereafter the Board of Directors of DAA conducted a poll of its membership and 17 members agreed to Plaintiff's withdrawal and 55 voted against such withdrawal and one member abstained. It was further stipulated that Chrysler continued to charge Plaintiff and remit to DAA the $25 per vehicle advertising fee.
Although the complaint also raises a question of the failure of the DAA to supply an audit of its funds to Plaintiff on request, that matter is not now before us.
The sole question is: Can the Plaintiff without the consent of a majority of the members withdraw from membership in DAA in the face of Section 5 of the Membership Agreement previously quoted herein and in view of Article III of the By-Laws. Our answer must be that it cannot.
While Plaintiff acknowledges that the case of LEON v. CHRYSLER MOTORS CORPORATION, 358 F. Supp. 877 (N.J.Dist. 1973) affirmed 474 F.2d 1340 (3d Cir. 1973) (hereinafter discussed in detail) is authority supporting the contractual validity of a clause such as that contained in Section 5 of the Membership Agreement here. Plaintiff finds support in the fact that unlike the LEON case, the By-Laws in the instant case to which Plaintiff has agreed to be bound (if not inconsistent with the Membership Agreement), contain the additional provision for a 12-month written notice to the Board of Directors of intent to withdraw.
We do not believe that the provision in the By-Laws changes the principles set out in the LEON case and conclude that that case controls this case.
It is a general principle of contract law that all writings forming a part of the same contract are to be interpreted together, P.L.E. Contracts § 157, CAPITAL BUS CO. v. BLUE BIRD COACH LINES INC., 478 F.2d 556 (3d Cir. 1973), and if there appear to be repugnant clauses they must be reconciled if possible and an interpretation of one part will not be given which will annul another part. P.L.E. Contracts § 159. In Re BINENSTOCK TRUST, 410 Pa. 425, 1963, 190 A2d 288. A clear provision cannot be overcome by a doubtful one, HARRITY v. CONTINENTAL-EQUITABLE TITLE & TRUST CO., 280 Pa. 237, 124 A. 493, 1924. It is axiomatic that two provisions of a contract should be read so as not to be in conflict with each other if reasonably possible, KEYSTONE FABRIC LAMINATES, INC. v. FEDERAL INSURANCE CO., 407 F.2d 1353 (3d Cir. 1969).
Here, contrary to the urging of Plaintiff, we find no ambiguity sufficient to call upon the rules of construction above set forth, but if we did find such an ambiguity the clauses are readily reconcilable. The Membership Agreement is explicit in stating that the agreement of Plaintiff not to withdraw from membership is in consideration of similar agreements of other members not to withdraw without the consent of a majority of the members. The By-Laws merely add an additional requirement that before withdrawal a member must give 12 months notice to the Board of Directors of his "intent" to withdraw. This does not seem to the Court to change the requirement of the consent of the majority of the members.
Since we find no irreconcilable differences between the agreement and the By-Laws this brings us to a consideration of the LEON case. There, as in the instant case, the complaint was against the car manufacturer, Chrysler, but the real relief sought by the Plaintiff was to terminate his membership in an advertising association.
There the requirement of the consent of a majority of the members before any member could withdraw was contained not only in the agreement between LEON and the advertising associations but also in the association's by-laws. This requirement was practically identical with that contained in the Agreement between Kingston Dodge and DAA. As Judge Coolahan pointed out in the LEON case, each member of the advertising association is for all intents and purposes "locked into the Association perpetually" unless he can persuade a majority of the members to vote in his favor and against their own economic interest. As the LEON case also notes that to permit a member to withdraw against his solemn promise, which incidentally was the bargained for consideration, would not only harm the remaining members but would enable the withdrawing member to still reap the benefits of the association's mass advertising.
Plaintiff does not and indeed could not contend that the agreement is unconscionable nor does he contend that he executed the agreement in error or that Chrysler required him to join DAA.
As Judge Coolahan said in the LEON case, Plaintiff is "unable to cite a single reason, cognizable in law or equity, why the Court should extinguish . . . [Plaintiff's] voluntarily incurred contractual obligation. That obligation may not now be dishonored simply because Plaintiff . . . [has] become convinced . . . [it] made a poor bargain".
An order will be entered denying the injunction and declaring judgment in favor of the Defendants.
AND NOW, this 19 day of April, 1978, the injunction is denied and judgment is granted in favor of the Defendants, Chrysler Corporation and Philadelphia Region Dodge Advertising Association, Inc.