Chain Yacht Club v. St Louis Boating Ass'n
| Decision Date | 20 December 1949 |
| Docket Number | No. 27676,27676 |
| Citation | 225 S.W.2d 476 |
| Parties | In re CHAIN YACHT CLUB, Inc., et al. v. ST. LOUIS BOATING ASS'N. |
| Court | Missouri Court of Appeals |
Milton F. Napier, St. Louis, Louis E. Zuckerman, St. Louis, for appellant.
Arthur G. Heyne, St. Louis, Hiram N. Moore, St. Louis, for respondents.
Sometime in 1925 or before, the exact date not being shown, the St. Louis Boating Association was incorporated under what is now Article 10, Chapter 33, R.S., 1939, Mo.R.S.A., entitled, 'Benevolent, Religious, Scientific, Fraternal-Beneficial, Educational and Miscellaneous Associations.' In 1925 there was an auxiliary organization formed by a number of the members of the St. Louis Boating Association, which was unincorporated, but adopted the name 'Chain Yacht Club.' On June 15, 1948, there was presented to and filed in the circuit court a petition, together with articles of association, both being signed by Charles L. Fairchild, Commodore, Alfred W. Brinkmeyer, Vice-Commodore, Robert Perrine, Rear Commodore, Wesley Fox, Recording Secretary and Jerrold D. Reffner, Financial Secretary, it being alleged that they were the officers of the Chain Yacht Club, and praying for a pro forma decree incorporating an association 'for the purpose of obtaining scientific, patriotic, fraternal-beneficial and educational information, under the name of Chain Yacht Club, Inc.,' as stated in the petition, and as stated in the articles of association, to be as follows: 'The objects and purposes of the Association shall be to promote sportsmanship among member yacht and boat owners; to foster a sense of patriotic responsibility and duty in the cause or event of national emergency or tribulation; to encourage and inculcate the principles of seamanship and navigation; to aid and assist in the education and dissemination of knowledge in regard to the design, building and improvement of yachts, boats and cruisers of all types and description; to aid and assist in the registration of yachts and boats when necessary and proper; to promote yacht and boat races and cruises of all kind and character; to maintain logs, records and other documentary evidence relating to yachts and boats, races and cruises for the benefit of the membership; and in general to stimulate an interest in the various phases of yachting and boating among its members and in the community.'
On June 22, 1948, the court appointed Joseph A. Linder, an attorney, as a friend of the court, to examine the petition and show cause, if any there be, why the prayer of said petition should not be granted, as provided for under Section 5437, R.S., 1939, Mo.R.S.A. On July 2, 1948, the amicus curiae filed a written report, the general purport of which was that he had examined the articles of agreement and the petition, and had discussed and conferred with the attorney for the petitioners, and had inquired into the aims and purposes of the association, and recommending that the prayer of the petition be granted.
On the same day, July 2, 1948, the court entered judgment that the petitioners and their associates be created a body politic and corporate, by the under the corporate name of Chain Yacht Club, Inc.
Thereafter, on July 6, 1948, there was filed in court a motion signed by St. Louis Boating Association, Nash Schwent, Commodore, by their attorney, such motion alleging the incorporation of the St. Louis Boating Association; that such association had purchased a 'Quarter-Boat'; that a social group was authorized and permitted to use the facilities of the association under the name of 'Chain Yacht Club'; that recently such branch organization had made overtures to purchase the Quarter-Boat, and in furtherance of such purpose, to incorporate so that a legal entity would hold title to the boat; that such permission was granted but that the application for incorporation was to be deferred pending negotiations; that without the knowledge or consent of the St. Louis Boating Association the petition was filed, but it was thereafter agreed that the proceedings be 'held up' pending negotiations; that the commodore of the proposed Chain Yacht Club is also a member of the St. Louis Boating Association, and was present at a meeting where an understanding was had that the application was to be 'held up'; and that notice of such understanding was also given the amicus curiae; that the decree had been granted without opportunity given for objections to be made; that the objections are not frivolously made or with the sole purpose of hindering or delaying matters. The prayer of the motion was as follows:
'Wherefore, movant respectfully objects to the report of amicus curiae as being inaccurate and not based on the actual facts then or now existing, and respectfully requests the Court to set aside its order granting pro forma decree of incorporation, and to give the St. Louis Boating Association and its members an opportunity to be heard.'
On July 8, 1948, the petitioners filed a motion to require the St. Louis Boating Association to make a deposit to pay costs and attorney fees.
On August 11, 1948, petitioners filed a motion to strike from the files the motion of the St. Louis Boating Association which was filed on July 6, 1948, as above stated.
On September 3, 1948, orders were made by the court sustaining the motion to strike from the files the motion of the St. Louis Boating Association, and overruling petitioners' motion for a cost deposit. The court's order not only struck from the files the motion of the St. Louis Boating Association, but also overruled the same.
These orders were made after a lengthy discussion between the court and respective counsel, and counsel for each side fully stated the facts from his viewpoint. A further outline of the facts out of which the controversy arises would fill no useful purpose as we view the matter.
As will be seen by reading the motion of the St. Louis Boating Association, as above outlined, it is no more nor less than a complaint that the petitioners proceeded with the incorporation of the Chain Yacht Club without notice to the St. Louis Boating Association of when their petition would be called for determination by the court, and that this was done in the face of the fact that it was agreed that the proceedings would be delayed pending negotiations for the purchase of the Quarter-Boat. How those negotiations could possibly be affected by the fact that the Chain Yacht Club was incorporated or remained unincorporated during the negotiations is not shown, and we are unable to see. The only other contention of the St. Louis Boating Association is that for many years it had as an auxiliary organization an unincorporated association called 'Chain Yacht Club' and that petitioners had no legal right to incorporate under a name in which it held a prior property right.
The entire contention of appellant in this case was so ably and clearly decided against it in an opinion written by one of the most learned appellate judges to grace the bench of our state, in the case of Young Women's Christian Association v. St. Louis Women's Christian Association, 115 Mo.App. 228, 91 S.W. 171, that further citation of authorities or comment would be superfluous, unless as now claimed by appellant Section 21 of the Civil Code of Missouri, Laws 1943, pp. 363-364, Mo.R.S.A. Sec. 847.21, operates to change the law as interpreted in the Young Women's Christian Association case.
In that case the St. Louis Women's Christian Association was a benevolent society, and had an auxiliary organization under the name of 'Young Women's Christian Association,' an unincorporated body. Certain Christian women filed a petition in the circuit court praying a...
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