La Gorce Country Club v. Cerami

• Decision Date: 27 July 1954
• Citation: La Gorce Country Club v. Cerami, 74 So.2d 95 (Fla. 1954)
• Parties: LA GORCE COUNTRY CLUB v. CERAMI.
• Court: Florida Supreme Court

Page 95

74 So.2d 95

LA GORCE COUNTRY CLUB v.CERAMI.

Supreme Court of Florida, En Banc.

July 27, 1954.

Choate & Sinclair, Miami, and Copeland, Therrel & Baisden, Miami Beach, for appellant.

E. F. P. Brigham, Miami, and Phillip Goldman, Miami, for appellee.

HOBSON, Justice.

When appellee, Armand Cerami, was expelled from his 'founder membership' in the appellant La Gorce Country Club, he was given no opportunity to be heard.The by-laws of the club contained no express provision for a hearing before a member was expelled, but vested full discretion in the club's Board of Governors to request the resignation of any member 'for such sufficient cause as may be decided and determined by the two-thirds of said members of the Board of Governors present' at a legal meeting.Upon failure to resign after such request, the by-laws continued, the member concerned 'shall be expelled from the club'.Cerami was requested to resign and was later notified that his membership had been terminated, whereupon he petitioned for mandamus to compel reinstatement in the respondent club and was successful below.

In order to understand the scope of this case, we must first examine and eliminate the issues which are not here involved, because much of the controversy before the trial court stemmed from attempts on the part of the respondent club, contested at every step by petitioner, to broaden the issues which the latter sought to have adjudicated.

Cerami does not seek a 'formal trial' or a 'formal hearing.'He acknowledges that he does not expect the court to substitute its judgment for that of the tribunal of the club, or to attempt to control the discretion of the club's Board of Governors.The club, as respondent below, repeatedly sought to introduce its view of the merits of the controversy, but the trial court properly decided at every juncture that it was not concerned with the merits, which were and are within the exclusive jurisdiction of respondent's governing body, but that the only issue to be determined was the validity of petitioner's contention that he was entitled to some sort of notice and hearing as a matter of law, and respondent's denial that petitioner was so entitled.It is clear that the peremptory writ, which commands reinstatement, is in no way prejudicial to the position of the club with respect to matters existing at the time of expulsion.It adjudicates only a matter of procedure.As we viewthe case, the basic issue now before us is whether the trial court correctly decided that under the circumstances notice and an opportunity to be heard should have been accorded the petitioner-appellee at some time before he was expelled from the club.

The precise question thus presented is one of first impression in this jurisdiction, and in our examination of the case law on the subject we are much assisted not only by the briefs but also by a very recent and comprehensive annotation on the subject reported at 20 A.L.R.2d 344 et seq., where numerous cases from all jurisdictions are collected and analyzed.From the authorities before us, it appears to be the majority, and we think the better-reasoned, view, that if expulsion of a club member is accomplished without notice and hearing, the denial of these minimum procedural safeguards is violative of the 'principles of natural justice' and judicial intervention is indicated.Texas is said to be alone among jurisdictions in taking the view that an expelled member can complain only if deprived of some right afforded him by the rules, by-laws or regulations of the club.20 A.L.R.2d, supra, p. 352.

We may not, however, stop with the above majority rule, which we may call the 'common law rule' because it was developed in the absence of statute, nor do we need to examine it in any more detail, since the present case is controlled by the statute under which the appellant club was incorporated, namely F.S. § 617.10, F.S.A., which has never before been construed by this court in a similar case, and which reads in pertinent part as follows:

'617.10 Incorporation of social clubs or societies

'Social clubs or societies not for profit may be incorporated under this chapter; provided, however, that any such club or society may, in its by-laws:

'(1) Delegate to its board of directors full discretionary power of admitting or expelling members;

'(2) Prescribe that an incorporator or member shall not have any vested right, interest or privilege of, in or to the assets, functions, affairs or franchises of the corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after his membership ceases, or while he is not in good standing; provided, that before his membership shall cease against his consent he shall be given an opportunity to be heard, unless he is absent from the county where the corporation is located; * * *.'(Italics added.)

Counsel for both parties assert that the language of this statute is clear, but the meanings contended for are, of course, opposite.The issue thus created concerns the applicability of the proviso in subsection (2) to the pronouncement of subsection (1).Appellant contends that subsection (1) controls the case, and subsection (2) in its entirety, proviso and all, is inapplicable here because it is meant to apply only to those cases where the club by-laws prescribe that a member shall not have any property right, which is allegedly not true in the present case.Appellee would have us hold that the proviso applies to subsection (1) as well as (2).

We can accept neither contention as made.The two subsections must be construed in pari materia, and effect must be given to both of them.They are not intended to be mutually exclusive in any sense, but it is not merely a question of applying the proviso of subsection (2) to the matter of subsection (1) without at the same time giving effect to all of subsection (2).Subsection (1) authorizes a club to delegate to its governing body a substantive right (which is not in question here, as we have seen) to admit or expel members, but it does not prescribe the manner in which this right is to be exercised.The right to a hearing conferred by the proviso of subsection (2), on the other hand, is a matter of adjective law, and may in a limited sense be analogized to procedural due process, although it is intended to be available only under the added conditions imposed by the language of subsection (2) both preceding and following the proviso contained therein.Since Cerami was within the county when expelled, the condition stated in the language following the proviso was satisfied, and it is therefore the language preceding the proviso which must be examined in conjunction with the by-laws of the appellant club to determine whether or not the conditions under which the right to be heard is intended to operate are fulfilled.

A mere scanning of this critical language will demonstrate its comprehensive character, since the reader cannot fail to be impressed by the presence of so many disjunctives.Can we say, with due regard for the language we have italicized, that the legislature intended to restrict the right to a hearing to those cases where the bylaws prescribe 'that a member shall not have any property right'?We might so conclude if the legislature had rested from its labors after the words 'shall not have any vested right, interest or privilege of, in or to the assets * * * or franchises of the corporation,' but it did not.The words 'functions' and 'affairs' and the phrase 'any right, interest or privilege' are too broad and sweeping to apply to property only, and the phrase 'which shall continue after his membership ceases' is too clear to be misinterpreted.In sum, under our statute if the by-laws of a club require that 'any right, interest or privilege' shall cease with membership, the proviso is applicable and an opportunity to be heard shall be accorded a member before expulsion.If there were any room for a contrary interpretation, and it is obvious that there is not, such interpretation would be in derogation of the common law.This is not to suggest that the influence of the common law is necessary to the result we reach, which is dictated by emphatic statutory language, but it is worth observing that our statute tends to codify or perhaps to extend the common law rule rather than to oppose it.It is evidence that the legislature intended jealously to guard the right of a member to a hearing before termination of his membership over his protest, because the proviso of subsection (2) cannot fail to come into play under any ordinary set of club by-laws.

Examination of the by-laws of the La Gorce Country Club shows that even if the language discussed above had been of less comprehensive character, and had in fact restricted the operation of the proviso to case...