Clean Air Transport Systems v. San Mateo County Transit Dist.

• Decision Date: 11 February 1988
• Docket Number: No. AO36421,AO36421
• Citation: 243 Cal.Rptr. 799,198 Cal.App.3d 576
• Court: California Court of Appeals Court of Appeals
• Parties: CLEAN AIR TRANSPORT SYSTEMS et al., Plaintiffs and Appellants, v. SAN MATEO COUNTY TRANSIT DISTRICT et al., Defendants and Respondents.

Page 799

243 Cal.Rptr. 799

198 Cal.App.3d 576

CLEAN AIR TRANSPORT SYSTEMS et al., Plaintiffs and Appellants, v. SAN MATEO COUNTY TRANSIT DISTRICT et al., Defendants and Respondents.

No. AO36421.

Court of Appeal, First District, Division 3, California.

Feb. 11, 1988.

Rehearing Denied March 11, 1988.

Review Denied April 27, 1988.

Nancy Jewell Cross, in pro. per., and for plaintiffs and appellants.

Hanson, Bridgett, Marcus, Vlahos & Rudy, David J. Miller, Robert L. Rusky, San Francisco, Thomas F. Casey, III, County Counsel, Michael P. Murphy, Deputy County Counsel, Redwood City, for defendants and respondents. WHITE, Presiding Justice.

Plaintiffs and appellants Nancy Jewell Cross and Clean Air Transport Systems appeal from a judgment of dismissal entered after the court sustained respondents' motion to dismiss. We affirm.

I.

Cross brought suit as an individual and on behalf of Clean Air Transport Systems, an unincorporated association. The complaint alleged that San Mateo County did not receive an adequate environmental impact report before it approved the building of a park and ride facility. One of the issues raised by respondents in their demurrer and motion to dismiss was whether Cross could appear in court as the association's representative. The trial court ruled that the association could be represented only by a licensed attorney, and it gave the association and Cross as an individual twenty days leave to amend the complaint. The court subsequently granted the association and Cross an extension of time to amend the complaint, but specified that the complaint "shall not name CLEAN AIR TRANSPORT SYSTEMS as a Plaintiff and Petitioner unless such party is represented by an attorney licensed to practice law in the State of California." Neither the association nor Cross amended the complaint, and the court granted respondents' motion to dismiss and ordered that a judgment of dismissal for respondents be entered.

Cross contends that the court erroneously ruled that she could not represent Clean Air Transport Systems in the litigation. ¹ However, authority of the State Supreme Court supports the trial court's ruling. In Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal.3d 724, 147 Cal.Rptr. 631, 581 P.2d 636, the court struck down a statute which allowed officers or employees of a corporation to represent the corporation. The court reasoned that a corporation is a distinct legal entity, separate from its shareholders and officers. The rights and liabilities of corporations are distinct from the persons composing it. Thus, a corporation cannot appear in court except through an agent. In purporting to represent the corporation in court, that agent is engaged in the practice of law. Only persons who are active members of the State Bar may practice law. A lay person who purports to represent a corporation is engaged in the unlawful practice of law. (Id., at pp. 729-730, 147 Cal.Rptr. 631, 581 P.2d 636.)

This reasoning applies by analogy to unincorporated associations. "By statute in California, an unincorporated association possesses many characteristics of a legal entity." (6 Witkin, Summary of Cal. Law (8th ed. 1974) § 37, p. 4348.) Witkin lists six attributes of unincorporated associations which illustrate that they are separate and distinct from the individuals who compose them. (Id., at pp. 4348-4349.) For example, an unincorporated association can sue and be sued in its own name and judgments can be enforced only as against its own assets. (Id., §§ 37, 38, pp. 4348-4349.) Therefore, an unincorporated association resembles a corporation more than it does an individual, and the reasoning of Merco is apposite.

Cross's arguments are meritless. She claims that the First Amendment right of association enables an unincorporated association to designate whomever it wishes to represent it. However, the Merco rule, which ensures that persons who legally represent others are competent to do so and that the general welfare is protected, outweighs any purported...