Davis v. Pleasant Forest Camping Club

• Decision Date: 06 November 2012
• Docket Number: No. 42287-5-II,42287-5-II
• Citation: Davis v. Pleasant Forest Camping Club, No. 42287-5-II (Wash. App. Nov 06, 2012)
• Court: Washington Court of Appeals
• Parties: HAROLD GENE DAVIS and DELIA M. DAVIS, husband and wife, Appellants, v. PLEASANT FOREST CAMPING CLUB, a Washington nonprofit corporation; BOARD OF DIRECTORS PLEASANT FOREST CAMPING CLUB, ART MARIEN, FRANK PESKIN, GERTHA MCFARLAND, BOB MALLEY, MICHAEL WHITE, and BILL MINER, Respondents.

HAROLD GENE DAVIS and DELIA M. DAVIS, husband and wife, Appellants, v. PLEASANT FOREST CAMPING CLUB, a Washington nonprofit corporation BOARD OF DIRECTORS PLEASANT FOREST CAMPING CLUB ART MARIEN, FRANK PESKIN, GERTHA MCFARLAND, BOB MALLEY MICHAEL WHITE, and BILL MINER, Respondents.

No. 42287-5-II

COURT OF APPEALS OF THE STATE OF WASHINGTON DIVISION II

Dated: November 6, 2012

UNPUBLISHED OPINION

Penoyar, J. — The Pleasant Forest Camping Club terminated Harold "Gene" and Delia Davis's membership. The Davises sued, alleging a breach of contract and a violation of their civil rights. The trial court granted summary judgment in the Club's favor.

The Davises appeal, arguing that there is an issue of material fact as to whether the termination proceedings violated notice and voting provisions of Club bylaws. They also argue that the trial court erred by entering final judgment without deciding all claims and by awarding attorney fees without conducting a lodestar analysis. Because the Davises have failed to demonstrate how the Club's failure to strictly comply with its bylaws defeats the general rule against court interference in the internal affairs of voluntary associations, or how the termination proceedings violated due process, we affirm. Furthermore, the trial court did not err by entering final judgment because it decided that the Club had adequate grounds for terminating the Davises' membership and thus did not need to analyze the Davises' claim that the sole reason for theirtermination was to deprive them of their access to court. Further, the Davises failed to plead any other claim with sufficient specificity such that the trial court erred by entering final judgment. However, because the trial court failed to issue findings of fact and conclusions of law regarding the attorney fees award, we remand with instructions to conduct a proper lodestar analysis.

FACTS

I. Background

Pleasant Forest Camping Club is a non-profit corporation operating a campground for recreational vehicles. Pursuant to its Articles of Incorporation, the Club adopted bylaws, rules, regulations, and covenants. As outlined in the bylaws, a Board of Directors (Board) governs the Club.

Voluntary membership in the Club is "the purchased privilege to use and share in the Club and its facilities." Clerk's Papers (CP) at 41. Members in good standing are those who are in compliance with all Club bylaws, rules, and regulations. Any membership may be terminated for violation of Club bylaws or the rules and regulations. As provided in the Club's rules and regulations, "[b]eing a nuisance is especially prohibited." CP at 61. This includes "belligerence" and "obnoxiousness." CP at 61.

According to the bylaws, the termination process may follow various routes but they all culminate in a vote by the Board or by a vote of the general membership. All routes provide for notice to the party being expelled, along with an opportunity for the subject member(s) to be heard. A member may appeal a terminated membership, a process during which the member may have access to legal counsel.

Gene and Delia Davis joined the Club in 2000. Gene¹ was elected to the Board in 2005.In 2007, Gene became embroiled in a dispute over whether a neighbor, Mike White, should be allowed to bring an 11-foot-wide trailer onto Club property. The width of this trailer allegedly ran afoul of Club bylaws. Tensions ran high.

On May 19, certain Club members circulated a petition calling for the termination of Gene's membership, citing intimidation, provocation, and the creation of "constant confrontation." CP at 173. Various Club members attempted to gather signatures for the petition by going from lot to lot. The petition for a special meeting allegedly failed to obtain valid signatures from the required 25 percent or more of the membership. After receiving the petition, the Board met on July 5 and voted unanimously to call a special meeting of the membership to vote on the Davises' membership. That same day, the Board distributed a letter informing the membership of a special meeting for the purpose of voting on the termination of Gene's membership to be held on August 11. The letter cited complaints of continuous harassment, intimidation, and threats. A ballot and ballot envelope accompanied each letter sent out. In response, Gene sent an open letter to Club members defending his actions as a Board member, arguing that the controversies in which he had been involved stemmed only from his attempts to secure compliance with Club bylaws.

The special meeting occurred on August 11. New ballots were distributed at the door. After informing the members present that the mailed ballots would not be counted, the president and White made statements that they had been harassed and felt intimidated by Gene Davis. No other complaints were read. Gene did not testify; in fact, he chose not to attend. At the close of the meeting, volunteers counted the new ballots, which tallied 66 in favor of termination versus 9against.

That same day, the Board sent the Davises a notice of membership termination. The Davises appealed. The Club then held an appeals hearing during which the Davises were represented by counsel. At the hearing, the Davises presented evidence in support of their request that the Board reverse the termination decision. The Board affirmed.

II. Procedural History

After the Board denied their appeal, the Davises sued the Club and members of the Board for breach of contract and violation of civil rights. The Club moved for summary judgment, arguing that because the Club acted in accordance with its bylaws in the termination proceedings, there was no issue of material fact before the trial court. The trial court denied the Club's motion because it could not determine whether there was a justifiable basis for terminating the Davises' membership.

The Club then filed a second motion for summary judgment, submitting additional declarations to establish that adequate grounds had existed for the Davises' termination. Concluding that there were sufficient facts to support the termination, the trial court proceeded to the question of whether the Davises had presented any factual information indicating the Club violated its bylaws in the termination proceedings. The trial court noted that the Davises had raised questions about "who was allowed to vote, whether the right people voted, [and] whether there was a majority of the people voting who cast votes in favor of termination" but concluded that the Davises "present[ed] no factual information to indicate that the procedures were in fact flawed by . . . allowing the camping club to proceed in a way that was not prescribed by the bylaws." Report of Proceedings (RP) (Apr. 22, 2011) at 17-18. The trial court granted theClub's motion for summary judgment and awarded it costs and attorney fees in the sum of $17,078.61.

The Davises moved for reconsideration of the summary judgment order. The court denied the motion. The Davises appeal.

ANALYSIS

I. Summary Judgment

The Davises argue that the termination proceedings were conducted in contravention of Club bylaws, including deficiencies in the petition process, technical issues with the calling of the special meeting, and violations of notice requirements and voting procedures. Because we refrain from interfering with the internal affairs of voluntary associations; the Club's bylaws are ambiguous in key places; and the Board substantially complied with Club bylaws, such that there was no significant breach of the Davises' contract with the Club, the Davises' claim fails.

A. Standard of Review

We review de novo a trial court's summary judgment order. Ranger Ins. Co. v. Pierce County, 164 Wn.2d 545, 552, 192 P.3d 886 (2008). When there are no genuine issues of material fact—after viewing the evidence in the light most favorable to the nonmoving party—the moving party is entitled to judgment as a matter of law. CR 56(c); Ranger Ins. Co., 164 Wn.2d at 552. A genuine issue of material fact exists where reasonable minds could reach different conclusions. Michael v. Mosquera-Lacy, 165 Wn.2d 595, 601, 200 P.3d 695 (2009).

The moving party bears the initial burden of showing there are no genuine issues of material fact. Pac. Nw. Shooting Park Ass'n v. City of Sequim, 158 Wn.2d 342, 350, 144 P.3d 276 (2006). To establish the existence of a genuine issue of material fact, the nonmoving partymay not rely on speculation or argumentative assertions that unresolved factual issues remain; instead, it must set forth specific facts that sufficiently rebut the moving party's contentions. Michael, 165 Wn.2d at 601-02. Should the nonmoving party fail to meet this burden, summary judgment is appropriate. Pac. Nw. Shooting Park Ass'n, 158 Wn.2d at 351.

B. Breach of Contract

The relationship between a club and its members is one of contract. See Garvey v. Seattle Tennis Club, 60 Wn. App. 930, 933, 808 P.2d 1155 (1991). When a club wrongfully expels one of its members, it breaches the contract terms setting out appropriate procedures for expulsion. See Garvey, 60 Wn. App. at 933-34. At the same time, a minor or insubstantial breach of the contract's terms will not support a cause of action since courts generally refrain from interfering in the internal affairs of voluntary associations. See Anderson v. Enter. Lodge No. 2, 80 Wn. App. 41, 46, 906 P.2d 962 (1995) (citing Grand Aerie, Fraternal Order of Eagles v. Nat'l Bank of Wash., 13 Wn.2d 131, 135, 124 P.2d 203 (1942)). Courts will not interfere with the decision to expel a member "except to ascertain whether the proceedings were regular, in good faith, and not in violation of the laws of the [organization] or the laws of the state." Grand Aerie, 13 Wn.2d at 135.

Courts afford great deference to a voluntary association's interpretation of its own bylaws. Our Supreme Court has held that it is not for the jury to interpret the bylaws of an organization and, further, that courts...