Los Angeles County Pioneer Soc., In re

• Decision Date: 05 May 1953
• Citation: 40 Cal.2d 852,257 P.2d 1
• Court: California Supreme Court
• Parties: In re LOS ANGELES COUNTY PIONEER SOC. LOS ANGELES COUNTY PIONEER SOC. et al. v. HISTORICAL SOC. OF SOUTHERN CALIFORNIA et al. L. A. 22217.

Page 1

257 P.2d 1

40 Cal.2d 852

In re LOS ANGELES COUNTY PIONEER SOC.

LOS ANGELES COUNTY PIONEER SOC. et al. v. HISTORICAL SOC. OF SOUTHERN CALIFORNIA et al.

L. A. 22217.

Supreme Court of California, in Bank.

May 5, 1953.

Rehearing Denied May 28, 1953.

Morris Lavine, Los Angeles, for appellant Los Angeles County Pioneer soc.

Ray Howard, Los Angeles, for appellant Lelande.

Lawler, Felix & Hall and Oscar Lawler, Los Angeles, for respondents.

Edmund G. Brown, Atty. Gen., and Edward Sumner, Deputy Atty. Gen., for intervener and respondent.

TRAYNOR, Justice.

Los Angeles County Pioneer Society and Harry Lelande, a member thereof, appeal separately from an order appointing the Historical Society of Southern California trustee of all property in the possession of Pioneer. The order was entered after the trial court determined that Pioneer held its property for charitable purposes, that Pioneer had repudiated its trust, and that appointment of Historical as trustee was necessary to carry out the purposes of the trust. We have concluded that the order is amply supported by the evidence and must be affirmed.

Pioneer was founded in 1897 as an unincorporated association of pioneers living in Los Angeles County, with about 600 members. In 1910 the members incorporated as a non-profit corporation. Over the years membership decreased until in 1941 there were less than 100 members. In that year and later years Mrs. Emma Stoltenberg, a member of Pioneer, made substantial gifts to Pioneer and on her death in 1946 left additional sums to Pioneer by will. Her gifts amounted to about $53,000. The money was used to purchase a building that was used for meetings of Pioneer and rented for commercial purposes. The membership continued to decrease and in 1948 the members decided to dissolve the corporation, distribute the assets among themselves, and continue the organization as an unincorporated association to carry out the purposes of the articles of incorporation.

To determine whether its assets were impressed with a trust, Pioneer filed an action for declaratory relief against a member of the society. On June 1, 1949, judgment was entered declaring that no trust of any kind was impressed upon the assets. Thereafter the membership, by a petition signed by 53 of the 58 members, agreed to dissolve the corporation. The assets were converted to cash and, since the property owned by the corporation had greatly appreciated in value, $95,243.54 was realized. Pioneer then petitioned the superior court for judicial supervision of the dissolution. Corp.Code § 4607. Several members of Pioneer objected to the dissolution. Pursuant to stipulation of the parties, the Attorney General filed a petition in intervention, alleging that Pioneer held its assets in trust and praying that a new trustee be appointed on the ground that Pioneer had abandoned its trust. The court ordered that the assets be impounded. On May 19, 1950, the court entered judgment that Pioneer was a charitable corporation, that its assets were dedicated to charitable purposes, that it had abandoned its trust and was threatening to divert the assets to the private benefit of its members, and that appointment of a new trustee was necessary. The judgment was entitled 'interlocutory judgment' and the court retained jurisdiction to make such further orders as were necessary to a complete determination of the action. Pioneer did not appeal. On October 18, 1950, after a further hearing, the court appointed Historical trustee and ordered the impounded assets turned over to it. The present appeals are from this order.

The first question presented is whether the trial court correctly determined that all of the assets of Pioneer were given and received for charitable purposes and held by Pioneer for those purposes.

Pioneer contends that the declaratory relief judgment is res judicata as to the question whether Pioneer holds its assets for charitable purposes, and characterizes the opposition to the dissolution proceedings as a collateral attack on the former adjudication, relying upon City of San Diego v. Superior Court, 36 Cal.2d 483, 224 P.2d 685. Historical, on the other hand, contends that the declaratory relief action was collusive and a fraud on the court, pointing out that all evidence therein was presented by stipulation, that Pioneer paid the attorneys' fees for both plaintiff and defendant in that action, and that the two opposing attorneys subsequently joined forces and together represented Pioneer at the trial of the dissolution proceedings. See Guardianship of Jacobson, 30 Cal.2d 326, 333, 182 P.2d 545. It is unnecessary to pass upon Historical's contention, since the declaratory relief judgment is res judicata only against persons who were parties or in privity with parties thereto. Restatement, Judgments, § 77; Bernhard v. Bank of America, 19 Cal.2d 807, 813, 122 P.2d 892; City and County of Denver v. Denver Land Co., 85 Colo. 198, 201, 274 P. 743. The Attorney General was not a party to the declaratory relief action and was not in privity with parties thereto and, accordingly, he was not bound by that adjudication and was free to contend in the dissolution proceedings that Pioneer held its assets for charitable purposes.

The Attorney General and Historical contend that the 'interlocutory judgment' entered on May 19th was an appealable judgment that became final through the failure of Pioneer to appeal herefrom, and that it is now res judicata that Pioneer holds its assets for charitable purposes. The label of the judgment as 'interlocutory' is not determinative upon this question, since it is the substance and effect of a judgment that determines its finality. Lyon v. Goss, 19 Cal.2d 659, 669-670, 123 P.2d 11; Peninsula Properties Co. v. County of Santa Cruz, 106 Cal.App.2d 669, 678, 235 P.2d 635. An appeal lies only from a final judgment, except in certain cases not applicable here. Code Civ.Proc. § 963. 'As a general test, which must be adapted to the particular circumstances of the individual case, it may be said that where no issue is left for furture consideration except the fact of compliance or noncompliance with the terms of the first decree, that decree is final, but where anything further in the nature of judicial action on the part of the court is essential to a final determination of the rights of the parties, the decree is interlocutory.' Lyon v. Goss, supra, 19 Cal.2d 659, 670, 123 P.2d 11, 17. In the present case the May 19th judgment provided that Pioneer should account to the court for the performance of its duties as trustee, that a new trustee should be appointed to replace Pioneer, and that the court would from time to time 'make such other and further orders as are competent, lawful and proper for a complete determination of this action.' The assets of Pioneer were impounded by the court on February 15, 1950, but it was not ordered that they be turned over to Historical until the order of October 18th. Since the court expressly reserved for future decision questions regarding the rights, duties, and liabilities of Pioneer, the May 19th judgment was not final as to Poineer and was not appealable. Erickson v. Boothe, 35 Cal.2d 108, 109, 216 P.2d 454; Lacey v. Bertone, 33 Cal.2d 649, 653, 203 P.2d 755; Lyon v. Goss, supra, 19 Cal.2d 659, 671, 123 P.2d 11; see cases collected in 4 C.J.S., Appeal and Error, §§ 93-96, pp. 184-193. The conclusion that Pioneer could not appeal from the judgment of May 19th disposes of the contention of appeallant Lelande that the appeal by Pioneer must be dismissed because it was taken too late.

Since neither the declaratory relief judgment nor the May 19th judgment settle the issue whether Pioneer held its assets for charitable purposes, the determinative question is whether substantial evidence supports the order of October 18th. The articles of incorporation of Pioneer provide: 'That the purpose for which this corporation is formed is to cultivate social intercourse and friendship among its members, to collect and preserve data touching the early history of Los Angeles County and the State of California, to collect and preserve articles, specimens and material things illustrative or demonstrative of the customs, modes and habits of the aforesaid times in said State; to perpetuate the memory of those who, by their labors and heroism, contributed to make the history of said County and State; and in furtherance of said purpose (to do all acts) necessary and convenient for the promotion of the aforesaid purpose; and to exist as a social corporation under the provisions of the laws of the State of California, covering such corporations, and not for pecuniary profit.' In Pioneer's answer to the petition in intervention it is alleged that between 1945 and 1950 Pioneer engaged in acquiring material concerning the pioneers and founders of Los Angeles County and the State of California; that Pioneer perpetuated the memory of those who by their labors and heroism contributed to make the history of the County and the State; that the members attended a meeting at the Biltmore more Hotel in 1948 to honor the memory of the dead pioneers during the discovery of gold in California; that Pioneer participated in the erection of a plaque at Inglewood, California, to mark the site of the first school building in Inglewood; that Pioneer held four picnics at which time the memory of the former pioneers and founders of Los Angeles County were commemorated; that in 1947 Pioneer celebrated that 166th anniversary of the founding of the City of Los Angeles and the members dressed in costumes of the Spanish period; that at the monthly meetings talks and discussions were held recollecting the activities and labors of the pioneers and their memories were perpetuated and honored; and that many further and additional activities were engaged in pursuant to the purposes set forth in the articles of incorporation.

The commemoration of...