Jones v. Shreveport Lodge No. 122, B. P. O. E.

• Decision Date: 03 July 1952
• Docket Number: No. 40488,40488
• Citation: 221 La. 968,60 So.2d 889
• Parties: JONES et al. v. SHREVEPORT LODGE NO. 122, B. P. O. E.
• Court: Louisiana Supreme Court

Page 889

60 So.2d 889

221 La. 968

JONES et al. v. SHREVEPORT LODGE NO. 122, B. P. O. E.

No. 40488.

Supreme Court of Louisiana.

July 3, 1952.

Rehearing Denied Oct. 7, 1952.

Hussey & Smith, Shreveport, for plaintiffs-appellants.

Edward Rightor, Willis C. McDonald, New Orleans, Earl E. James, Oklahoma City, Okl., Charles B. Emery, Elmo P. Lee, Jr., Garrett & Pleasant, Shreveport, for defendant-appellee.

FOURNET, Chief Justice.

The plaintiffs, M. Carl Jones, Carl Wiley Jones, James M. Jones and Martha Jones Rice, are appealing from a judgment rejecting their demands against Shreveport Lodge No. 122, Benevolent and Protective Order of Elks, Inc., to enforce specific performance of a contract to sell certain property, decreeing the nullity of the said contract, and ordering the cancellation of its recordation from the parish records.

The defendant, a Louisiana nonprofit corporation empowered to buy and sell real estate, is the owner of a tract of land measuring 150' X 150' in the heart of the Shreveport business area on which is situated its lodge home. According to the allegations of the petition, at a regular business meeting of the defendant in April, 1950, a Building Committee was appointed to formulate plans for the construction of a new Elks home and to negotiate a sale of the old lodge building and grounds to provide funds for the enterprise; on May 27, 1950, plaintiffs made a written offer to purchase the property for $325,000 in cash, subsequently raised the offer to $350,000 whith the agreement that defendant was to have the use of the two top floors of the old lodge building for eighteen months, free of rent, while the new house was being constructed; in separate meetings held on July 20, 1950, the defendant's Board of Trustees, Board of Directors, and members of the Lodge, assembled in regular business meeting, approved recommendations of the Building Committee and adopted resolutions to accept the plaintiff's offer at the price and on the terms tereof, and to purchase an adjoining tract for the construction of their new home, authorizing their Exalted Ruler (President) and Secretary to sign all deeds necessary to carry out these purpose; pursuant to this authorization, on July 22, 1950, the plaintiffs and the defendant entered into a written contract by which the plaintiffs were to acquire the property, but the defendant has failed and refused to consummate the sale although the plaintiffs have been at all times ready, willing and able to purchase at the agreed price, and have made tender in cash.

The defendant, without attacking the integrity or the motives of its officials in executing the above instrument, in their answer admitted that the Building Committee was appointed but denied that it was authorized to negotiate a sale of the property and, resisting the demands of plaintiffs, contended that the officials acted pursuant to an illegal and invalid resolution (and therefor their action was not binding on the corporation), in that no notice of the purpose to present a resolution recommending the sale of the property was given to the membership prior to the meeting, as required by the laws of this State--the only notice sent having been the following: 'Special Notice--Important. Leon Hendrick, Chairman of the Building Committee, announces that at this week's meeting the plan and report of the Building Committee relative to a proposed New Elks Home will be presented. This will be your only notice and since this is a very important matter, you are requested to be present.' In the alternative, and only in the event the Court should find that the resolution was legally adopted, the defendant averred that the action of the officers in executing the contract was in conflict with the specific terms of the resolution.

The trial judge, in well-considered reasons for judgment, held that the failure of the defendant corporation to notify its members (the governing body) that the meeting of July 20, 1950, had for its purpose a discussion and consideration of the sale of the property, struck with nullity the contract to sell entered into by its officers with the plaintiffs, in view of the provisions of LSA-R.S. 12:113, that a corporation 'may * * * sell * * * its immovable property, only if a resolution so authorizing has been approved by the governing body of the corporation at a...