Dwight Lydell Chapter of Izaak Walton League of America v. Loeks

• Decision Date: 08 January 1951
• Docket Number: No. 5,5
• Citation: 45 N.W.2d 311,329 Mich. 342
• Parties: DWIGHT LYDELL CHAPTER OF IZAAK WALTON LEAGUE OF AMERICA, Inc. v. LOEKS et al. LOEKS v. DWIGHT LYDELL CHAPTER OF IZAAK WALTON LEAGUE OF AMERICA et al.
• Court: Michigan Supreme Court

Page 311

45 N.W.2d 311

329 Mich. 342

DWIGHT LYDELL CHAPTER OF IZAAK WALTON LEAGUE OF AMERICA, Inc. v.LOEKS et al.

LOEKS v.DWIGHT LYDELL CHAPTER OF IZAAK WALTON LEAGUE OF AMERICA et al.

No. 5.

Supreme Court of Michigan.

Jan. 8, 1951.

Allaben, Wiarda, Hayes & Hewitt, Grand Rapids, for appellant.

Linsey, Shivel, Phelps & Vander Wal, Grand Rapids, for appellee.

Fred N. Searl, Grand Rapids, for City of Grand Rapids.

Before the Entire Bench.

BUTZEL, Justice.

The Dwight Lydell Chapter of the Izaak Walton League of America, herein designated as the chapter, a voluntary non-profit association, was the Grand Rapids branch of the Izaak Walton League of America, a national organization.Its purposes included the preservation of natural resources, prevention of stream pollution, conservation of fish and game, and various forms of philanthropy and education.

Prior to the war, it held several sports shows, each lasting a number of days, at the civic auditorium of Grand Rapids.It held no show during the war years, but in 1946 made plans for one the following year, and obtained a tentative reservation of space in the civic auditorium for several days in April, 1947.It had been negotiating with a professional promoter, but the negotiations had fallen through.The Junior Chamber of Commerce of Grand Rapids had also obtained a tentative reservation of the civic auditorium space for a sports show which it expected to conduct under the management of John D. Loeks, a competent promoter and manager of exhibitions and other forms of entertainment.The Junior Chamber of Commerce withdrew in favor of the chapter, which in turn availed itself of Mr. Loeks' services.

A contract was entered into between the chapter and Loeks in which Loeks was designated as the promoter and the chapter as the sponsor.It provided that the chapter was not to assume any financial obligation in the conduct of the show; that the promoter was to do the work, indemnify the sponsor against all losses and furnish a $3,000 indemnity bond.The sponsor's name was to appear prominently in all publicity.The profits were to be divided: 65 per cent to the promoter and 35 per cent to the sponsor.The sponsor agreed to lend its cooperation and support to make the enterprise successful.The contract further provided for automatic annual renewals unless either party gave the other notice of termination on or before the first of October of the year of the show.Neither party had a right to assign any rights under the contract without the written consent of the other.Contracts substantially the same were entered into in 1948 and 1949.All three shows were profitable, the net profit for 1949 amounting to $10,351.91.

On May 11, 1949, the chapter notified Loeks in writing that it terminated the contract.There had been dissatisfaction with Loeks prior to the 1949 show, and according to the testimony, Loeks ran the 1949 show like a carnival, with space rented for the exhibition of hair curlers, corn cures, et cetera.The principal grievance of the chapter, however, arose because without any previous notice to the public or the chapter Loeks made a surcharge of 25 cents for reserved seats in a large section of the auditorium on the last night of the show.The chapter considered this an act of bad faith toward the public.

During the early part of 1949, for prudent reasons wholly foreign to the issues in the instant suit, the chapter with the consent of the national organization became a non-profit corporation.The corporation took the same name as the chapter, but the bill of complaint indicates that it added the abbreviation 'Inc.' after the name.We refer to it as the corporation.

On April 12, 1949, shortly after the end of the sports show for that year, the corporation filed an assumed name certificate stating that it was doing business under the name of 'West Michigan Sport Show.'Shortly thereafter, Loeks filed a similar certificate as 'Western Michigan's Sportsmen's Show.'

Prior to the 1949 show, Loeks had reserved for the 'Izaak Walton Sports Show, J. L. Loeks, manager,' the use of the civic auditorium for a week in 1950 in contemplation of the continuance of the contract.Reservations of this type were usually honored after differences as to price and space were settled.

On July 13, 1949, the corporation, as successor to the chapter, filed a bill of complaint against John D. Loeks and the city of Grand Rapids, as defendants.It set forth the history of the previous sports shows, and the contract with the defendant Loeks.It alleged that Loeks had made a reservation in the civic auditorium for a sports show to be held from March 27 to April 1, 1950, and that such reservation was made for and in behalf of the plaintiff with its consent; that no formal lease had been made; that it was advised that the city of Grand Rapids was willing that the plaintiff have the space and would make a formal agreement, but that the city did not want to be involved in any litigation.

If further alleged that Loeks had made certain threats and that the plaintiff could not safely proceed to make contracts, and prepare for the show for fear that Loeks would carry out his threats and attempt to secure an injunction to prevent the plaintiff from using the name 'West Michigan Sport Show,' or from occupying the space in the auditorium.The court was asked for a declaration of rights so that the plaintiff could proceed with its plans.Loeks filed an answer and cross-bill.He denied the corporation's right to the relief prayed for, claimed that he was the owner of the name 'West Michigan Sport Show,' and was entitled to the space reserved in the auditorium for the 1950 sho...