Kent Club v. Toronto, 8341

• Decision Date: 05 January 1957
• Docket Number: No. 8341,8341
• Citation: 305 P.2d 870,6 Utah 2d 67
• Parties: d 67 The KENT CLUB et al., all nonprofit corporations, Plaintiffs, v. Lamont F. TORONTO, Secretary of State of the State of Utah, Defendant.
• Court: Utah Supreme Court

Page 870

305 P.2d 870

6 Utah 2d 67

The KENT CLUB et al., all nonprofit corporations Plaintiffs, v. Lamont F. TORONTO, Secretary of State of the State of Utah Defendant.

No. 8341.

Supreme Court of Utah.

Jan. 5, 1957.

Ray S. McCarty, Sumner J. Hatch, Salt Lake City, for appellant.

E. R. Callister, Atty. Gen., for respondent.

CROCKETT, Justice.

Original proceeding brought to test the validity of Chapter 25, S.L.U.1955, ¹ which provides for the chartering of social and recreational clubs and kindred associations. The act sets up certain regulations for the storage and use of liquor on their premises.

The plaintiff clubs received charters as nonprofit corporations. Their stated purpose is that of furnishing entertainment and recreation, including the serving of refreshments to their members. They have operated under the so-called 'locker system' in which individuals keep their own liquor in their individual lockers at the club, and use it as they desire, usually purchasing the mixers from the club. ²

Aware of the dangers of abuses and undesirable practices in connection with the consumption of liquor in such clubs, the 1955 Legislature enacted Chapter 25 above referred to amending pre-existing laws for the regulation and control of these clubs. In addition to providing for the issuance of charters, it requires that they contain certain provisions and permits the storage and use of liquor under the 'locker system' only when the club is operated in conformity with the provisions of the act. Penalties are prescribed for violations, including the forfeiture of a $5,000 bond and the corporate charter.

The plaintiff clubs brought this proceeding to enjoin the Secretary of State from requiring them to comply with the requirements of said Chapter 25 and proceeding thereunder, claiming the act is unconstitutional on these grounds:

A. That the bill creating the act contained two unrelated subjects.

B. That it is uncertain and ambiguous.

C. That it involves a delegation of judicial power.

D. That it is discriminatory.

E. That it impairs rights of contract.

A. That the bill contained two subjects:

Article VI, Sec. 23, Constitution of Utah provides: 'Except general appropriations bills and bills for the codification and general revision of laws, no bill shall be passed containing more than one subject, which shall be clearly expressed in its title.'

The basis of plaintiff's contention that House Bill 16, which enacted the present measure into law, violates the above constitutional provision is that it provides for the amendment of Sec. 16-6-13, and the addition of three subsections thereto, Sections 16-6-13.1, 16-6-13.2, and 16-6-13.3, dealing with the regulation, control and revocation of charters of nonprofit social clubs, but that the other phase of the act, 'providing that the locker system for the storage and serving of liquor shall be legal only when operated by a nonprofit organization' is an amendment of various provisions of Title 32, the Liquor Control Act, and thus not germane to the first subject matter mentioned concerning social clubs.

Under the above constitutional provision it is indeed necessary that both the title and the bill be confined to one subject, and that the title contain a clear and adequate description of its contents. This court has heretofore had occasion to amplify such requirement. ³ It appears that the following general principles should be considered in analyzing such a problem:

(1) The title and the act should be surveyed in the light of the purpose of the above quoted section of the Constitution which is to guard against the surreptitious or inadvertent inclusion of subjects in legislation without legislators and the public being aware of its contents;

(2) Due consideration should be given to the fact that legislation is often necessarily comprehensive in covering a whole subject and that it is not invalid simply because certain portions, if considered in isolation, would seem unrelated, but is proper so long as all of the provisions have a direct relationship to the subject legislated upon;

(3) A liberal view should be taken of both the act and the constitutional provisions so as not to hamper the law making power, but to permit the adoption of comprehensive measures covering a whole subject;

(4) That each act must be viewed in its entirety and upon the basis of the circumstances and conditions peculiar to it, and must be regarded as constitutional unless it plainly appears that the basic purpose of the constitutional provision is violated. ⁴

Without burdening this opinion with the details of the provisions referred to, it is our opinion that if surveyed in the light of the above principles, it will be found that the provisions of the Liquor Control Act, Title 32, which are amended, ⁵ are each directly related to the conduct and regulation of the social clubs, the general subject of the act in question.

B. That the act is uncertain and ambiguous:

The plaintiffs argue that the following italicized terms render the act so vague and uncertain that it is invalid. Such terms are found in the following subdivisions of Section 16-6-13.1: (3) Specifying that the club charter shall contain limitations on 'number of members consistent' with the nature and purposes of the club; (4) Providing for 'reasonable initiation fees and dues'; (6) Requiring 'reasonable regulations for the dropping of members for the nonpayment of dues or for other causes'; (7) Requiring 'strict regulations' for the government of the club rooms or quarters generally consistent with the nature and purpose of the club. The emphasized terms above recited are admittedly somewhat nebulous. Yet it must be appreciated that in the drafting of a statute of this nature, which must have uniform application to all social clubs of the class it is purposed to regulate, there must be some leeway for adaptation to the various individual organizations. While the specific terms complained of leave much to be desired as to definiteness, they were apparently designed to provide such leeway and meanwhile to prescribe a general pattern reasonably calculated to fulfill the purposes of the law.

Legislation should not be judicially declared invalid on the ground that it is unintelligible or uncertain unless it is so imperfect and deficient as to render it susceptible of no reasonable construction that will give it effect, or the court finds itself unable to divine the purpose and intent of the Legislature. ⁶ If the statute is so designed that persons of ordinary intelligence, who would be law abiding, can tell what their conduct must be to conform to its requirements, and it is susceptible of uniform interpretation and application by those charged with the responsibility of enforcing it, it is invulnerable to an attack for vagueness. ⁷ The act under consideration is operable under that test. It is important to keep in mind that it pertains to the issuance and regulation of such charters and is not a criminal statute involving the sanctions of punishment for crime for failure to comply with its provisions.

C. That it delegates a judicial function to the Secretary of State:

It has heretofore been adjudicated by this court in Citizens Club v. Welling, ⁸ and recently reaffirmed in Entre Nous Club v. Toronto, ⁹ that empowering the Secretary of State to revoke charaters of social clubs for violation of conditions prescribed by statute does not involve such a delegation of judicial function that the act is invalid. In the nature of things, administrative officers cannot perform their duties without exercising some discretion in connection with their official acts. The Legislature has chosen to repose certain duties in the Secretary of State, both in issuing charters to corporations when the requirements of law are met, and in forfeiting them when there is a failure to comply therewith.

The forfeiture of one of these charters does not involve the same basic principles as the taking of property in the ordinary sense. These clubs have voluntarily elected to apply for and to receive privileges from the State. Such privileges are extended upon the condition that the clubs are willing to comply with the requirements of the law originally, and to continue to abide by them during the lives of their charters. If the requirements are not met, no charter is issued; if violations of the requirements occur, the charters and subject to forfeiture and the privilege withdrawn.

A case which is somewhat analogous dealing with this subject is that of A. R. Young Construction Co. v. Dunne, ¹⁰ wherein the plaintiff corporation had failed to comply with the statutes in paying fees and filing statements listing its officers and reflecting various facts pertaining to its corporate status. Pursuant to statute the State Charter Board declared its charter forfeit. As against the same contention here made, the Kansas court stated:

'The corporation owed its existence to the state. The powers and privileges of the corporation were conferred upon conditions imposed by the Legislature * * * when the corporation accepted the charter, it consented to * * * the conditions * * * and the statute itself became a part of the corporate contract. It is competent for the Legislature to provide that a corporation shall lose its existence by acts or omissions, the forfeiture to be declared by administrative officers without the intervention of the courts. If the corporation violates * * * by acts or omissions which the Legislature has in plain terms declared shall operate as a forfeiture upon a declaration of a board or of ministerial officers, the forfeiture is complete when the declaration is made * * * the forfeiture must be regarded as legislative and administrative rather than judicial.'

Should the Secretary of State act in a capricious or arbitrary manner, anyone aggrieved thereby would not be entirely subject to his whim or caprice, but recourse could...