APPEAL from the Circuit Court of Cook County; the Hon. ARTHUR
L. DUNNE, Judge, presiding.
MR. JUSTICE ROMITI DELIVERED THE OPINION OF THE COURT:
Counterdefendants-appellants (hereafter Dealers) bring this appeal from an order of the trial court granting the motion of defendant-appellee New Car Dealers Committee (hereafter NCDC) for judgment on the pleadings, confirming an arbitrator's award. Dealers contend that (1) NCDC, as a voluntary unincorporated association, is incapable of bringing suit in its own name; (2) the arbitration agreement violates due process and is contrary to public policy; (3) the arbitrator exceeded his powers in granting the award; (4) the arbitrator misconstrued the underlying agreement entered into by the parties; (5) that agreement is void and unenforceable for lack of consideration and mutuality of obligation.
The facts as alleged in the pleadings are as follows. NCDC is a voluntary unincorporated association of approximately 400 new car dealers (including Dealers) in the greater Chicago area. In 1974 and 1975 NCDC prepared and circulated among its members an instrument (hereafter Agreement) which is the basis of this litigation. The purpose of the Agreement was to authorize NCDC to negotiate a collective bargaining agreement with Automobile Mechanics Local 701 (hereafter Union), which represented mechanics employed at many of the members' dealerships. The Agreement, which each of the Dealers signed, provides in pertinent part:
"The undersigned automobile dealers being the members of the NEW CAR DEALERS COMMITTEE, a voluntary association, in consideration of the mutual covenants, promises and undertakings hereinafter described and for their joint and several protection against a unified collective bargaining opponent, agree as follows:
1. The undersigned severally authorize and designate the NEW CAR DEALERS COMMITTEE as their sole and exclusive bargaining representative and agent for the purpose of negotiating collective bargaining agreements with Automobile Mechanics Union Local 701 (hereinafter `Union') for our separate bargaining units.
2. Pursuant to the above and in order to assist the collective bargaining negotiations, the undersigned jointly and severally agree that in the event any member or members of the NEW CAR DEALERS COMMITTEE are struck or picketed by the Union, the other members signatory hereto agree to lockout all employees in the bargaining unit represented by the Union until settlement of the dispute is reached.
3. Each dealer signatory hereto agrees that he will not individually negotiate, bargain or enter into any labor agreement or understanding with the Union as long as this agreement remains in force and effect.
Each dealer signatory hereto hereby assigns to NEW CAR DEALERS COMMITTEE as agent for all complying signatories hereto all rights and claims for damages sustained by him by reason of or resulting from any violation or refusal of any signatory hereto to perform, obey or carry out any of the above promises, agreements and undertakings, and expressly authorizes said NEW CAR DEALERS COMMITTEE in its name to recover and collect damages on behalf of the undersigned dealer and all other undersigned dealers and to pay and distribute such damages to such dealers in proportion to the losses sustained by them after first deducting all costs and expenses through arbitration as hereinafter specified.
Each dealer signatory hereto hereby agrees to submit to arbitration all disputes, controversies and claims for damages arising out of violations or alleged violation by any dealer of any of the provisons of this agreement. Such arbitration shall be submitted to and decided by an impartial arbitrator who shall be selected by the President of the EMPLOYERS ASSOCIATION OF GREATER CHICAGO.
Said arbitrator shall have the authority and power to determine the amount of damage to the NEW CAR DEALERS COMMITTEE and to each complying dealer arising out of or resulting from any violation or failure to perform any of the above promises or undertakings by any dealer and to render a decision and award in the amount of such damage in favor of said NEW CAR DEALERS COMMITTEE (for the purposes above stated) and against said dealer.
The award of the arbitrator shall be final and binding upon all parties and may be enforced by suit brought in any court of competent jurisdiction by the NEW CAR DEALERS COMMITTEE suing in its own name.
The prior contract with the Union expired June 30, 1975. For over one month before that expiration NCDC engaged in unsuccessful negotiations with the Union for a new contract. On July 1, 1975, NCDC instructed all of its members employing Union mechanics to implement terms of employment and pay rates contained in NCDC's last offer to the Union. The implementation of these changes on July 2, 1975, resulted in a walk out by Union employees. However Dealers Hartigan, Fields and Johnson did not comply with the directive and their Union employees continued working. On July 2 these non-complying Dealers were instructed by NCDC to either implement the changes or to lock out their Union mechanics. Dealer Fields complied with this second notice, but Hartigan and Johnson did not. In the latter part of July the other Dealers ceased implementation and permitted their Union mechanics to work in accordance with the terms of the expired contract. This condition continued until the Union struck all NCDC members on September 1, 1975.
On July 15, 1975, NCDC began arbitration proceedings against Dealers pursuant to the Agreement. The arbitrator was appointed by the president of the Employers Association of Greater Chicago who was ...