Healey v. Barker Foundation

• Decision Date: 14 December 1983
• Docket Number: No. 82-1664.,Bo. 83-399.,82-1664.
• Citation: 469 A.2d 1244
• Parties: Susan R. HEALEY, Appellant, v. The BARKER FOUNDATION, Appellee. The BARKER FOUNDATION, Appellant, v. Susan R. HEALEY, Appellee.
• Court: D.C. Court of Appeals

469 A.2d 1244

Susan R. HEALEY, Appellant, v. The BARKER FOUNDATION, Appellee.

The BARKER FOUNDATION, Appellant, v. Susan R. HEALEY, Appellee.

No. 82-1664.

Bo. 83-399.

District of Columbia Court of Appeals.

Argued October 4, 1983.

Decided December 14, 1983.

Daniel V.S. McEvily, with whom John E. Rogers, Washington, D.C., was on brief, for appellant in No. 82-1664 and appellee in No. 83-399.

John R. Eldridge, with whom Christopher H. Buckley, Jr., Washington, D.C., was on brief, for appellee in No. 82-1664 and appellant in No. 83-399.

Before NEWMAN, Chief Judge, MACK, Associate Judge, and GALLAGHER, Associate Judge, Retired.

MACK, Associate Judge:

Susan R. Healey appeals from a judgment^* of the Superior Court of the District of Columbia dismissing her derivative action seeking a declaratory judgment and mandatory injunction against The Barker Foundation. The trial court granted appellee's motion to dismiss for failure to state a claim upon which relief can be granted. Super.Ct.Civ.R. 12(b)(6). We affirm.

Given this posture of the case, we must construe the complaint in the light most favorable to the appellant and accept as true all its material allegations. McBryde v. Amoco Oil Co., 404 A.2d 200, 202 (D.C. 1979); Klenk v. Capital Transit Co., 139 A.2d 275, 277 (D.C.1958). Those allegations may be simply stated. Appellant was a life member and a trustee of the Foundation. The Foundation is a private, nonprofit, nondenominational adoption agency licensed by the Department of Human Services in the District of Columbia. It is a cooperative organization whose members and trustees are adoptive parents of children placed by the Foundation.

In the fall of 1980, the appellant learned that the Foundation had placed a child outside the District of Columbia with a woman who was then unmarried and who was employed full-time. Appellant objected to this placement and addressed the matter at monthly meetings of the Executive Committee of the Foundation. On May 3, 1982, appellant was removed as a trustee of the Foundation by a vote of the Board of Trustees. The Board members alleged that appellant had violated her legal and fiduciary duties to maintain and respect the confidentiality of adoption information coming to her attention as a trustee.

On May 7, 1982, appellant filed a one count complaint alleging that the Board had acted ultra vires in removing her and seeking a declaration that she was still a Board member (Count I). On May 24, 1982, appellant amended her complaint, alleging that the child placement to which she objected contravened the Foundation's bylaws and policies, and seeking a mandatory injunction prohibiting the Foundation from taking similar actions in the future (Count III). Counts II and IV were voluntarily dismissed pursuant to Rule 41(a)(1). On September 16, 1982, the Foundation's membership voted to remove appellant from the Board because of her alleged disclosures of confidential adoption information. On December 3, 1982, the trial court, in denying appellant's motion for summary judgment and granting appellee's motion to dismiss under Rule 12(b)(6), ruled that Count I was moot and that Count III did not warrant the court's intrusion into the internal management and policy of the Foundation.

I

In this court appellant argues that the trial court, in dismissing her complaint, improperly considered affidavits beyond the pleading. She points to Rule 12(b) which provides that if on a motion "matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56." We note that the trial court's order, however, is one addressed to two separate motions — appellant's motion for summary judgment on Count I (which was denied) and appellee's motion to dismiss (which was granted). The general language of that order making reference to matters outside the pleading may be interpreted as an indication that the court was properly considering information in regard to appellant's motion for summary judgment (which in view of a finding of mootness was properly dismissed). However, even if it is true, as appellant alleges, that in evaluating the sufficiency of her complaint, the trial court improperly gave consideration to matters outside the pleading without resorting to summary judgment, any error was...