Lafayette Club v. Roberts

• Decision Date: 13 March 1936
• Docket Number: 30,748
• Citation: 265 N.W. 802,196 Minn. 605
• Parties: LAFAYETTE CLUB v. EDWARD H. ROBERTS
• Court: Minnesota Supreme Court

265 N.W. 802

196 Minn. 605

LAFAYETTE CLUB v. EDWARD H. ROBERTS

No. 30,748

Supreme Court of Minnesota

March 13, 1936

Action in the municipal court of Minneapolis, Hennepin county, to recover unpaid membership dues alleged to be due plaintiff from defendant for the years 1932 and 1933. There were findings for plaintiff, Fred B. Wright, Jr., Judge. Defendant appealed from an order denying his motion for a new trial. Affirmed.

SYLLABUS

Club -- resignation of member -- evidence.

1. The evidence referred to in the opinion made the question whether the defendant had resigned from the plaintiff club a question of fact for the trial court, and its findings, which amount to findings against the defendant on that issue, are sufficiently sustained by the evidence.

Club -- dues -- membership contract.

2. The provisions of plaintiff's articles of incorporation and by-laws, that a membership in the club may, by action of its board of governors, be forfeited and sold for nonpayment of dues, did not constitute the sole remedy for such nonpayment.

Club -- membership contract -- validity.

3. The membership contract in this incorporated club entitling the member to a proportionate share in the extensive property of the club and to the use thereof the same as all members does not lack mutuality or consideration.

Trial -- findings -- sufficiency -- refusal to make additional or amended findings -- effect.

4. Where the court's findings and decision necessarily decide all facts in dispute the findings are sufficient. Where a party moves for amended and additional findings of fact and the court refuses to make such amended and additional findings, the refusal is equivalent to findings against the party so moving.

No estoppel shown.

5. The evidence does not show any estoppel.

Boutelle Bowen & Flanagan and R. D. Richter, for appellant.

Cox Weeks & Kuhlman, for respondent.

OPINION

I. M. OLSEN, JUSTICE.

Defendant appeals from an order denying his motion for amended findings of fact and conclusions of law, or, in the alternative, for a new trial.

Plaintiff is a corporation organized under the statutes of this state as a social or membership corporation for the purpose of conducting a club or society for social enjoyment, mental and physical culture, renting or acquiring and owning a clubhouse and appropriate grounds in connection therewith within Hennepin county, and operating the same. It acquired and owns golf grounds, an expensive clubhouse, cottages, and other buildings, for the use of its members, at Minnetonka Beach in said county, and there operates as a golf and social club. The defendant became a member of the club some 25 years ago and has ever since remained a member thereof unless, by resignation or failure to pay dues since 1931, his membership has been terminated. The corporation has no capital stock and is not operated for profit. The management of the corporation and the conduct of its affairs is vested exclusively in a board of governors consisting of 15 members. The corporation has a large membership, but limited to a stated number. The yearly dues of male members, during the times here in question, were $75, plus the 10 per cent tax on each membership, making the total yearly payments for each member $82.50. Dues were payable April 1 each year, with the privilege of paying one-half thereof on April 1 and the other half July 1 each year.

Plaintiff brought this suit to recover from defendant the unpaid dues of $82.50 for each of the years 1932 and 1933. The case was tried to the court without a jury. The complaint alleges that on September 1, 1932, defendant was indebted to the plaintiff in the sum of $82.50 by reason of membership dues for the year 1932, and alleges in like manner an indebtedness of the same amount for dues for the year 1933. The answer admitted that plaintiff was a corporation as alleged in the complaint, but denied any indebtedness to plaintiff. That defendant had not paid any dues for 1932 and 1933 was admitted on the trial. The court found that defendant was indebted to the plaintiff for these dues in accordance with the allegations of the complaint, and, as conclusions of law, that plaintiff was entitled to recover the amounts so due with interest.

1. The defendant contends that he resigned from the club in May, 1932, and was therefore not liable for these dues.

The articles of incorporation and by-laws of the plaintiff prior to February 1, 1933, made no provision for resignation by a member. There were provisions for a transfer of membership by a member desiring to sell his membership or retire from the club when such member presented a person agreeable to the board of governors to become a new member of the club and the transfer was consented to by the board of governors. The only reference to a resignation was in article VII of the articles of incorporation, wherein it was provided that the rights of membership of any member, and his right, title, and interest in and to the property and privileges of the club, shall cease and become extinct upon his resignation or transfer of his membership or upon dismissal or expulsion, and that the corporation shall prescribe in its by-laws the terms and conditions under which a member may resign or transfer his membership and the causes for forfeiture of membership and the dismissal or expulsion of members, and the proceedings necessary to be taken therefor.

As evidence of resignation the defendant testified that some time in April, 1932, he had a conversation with Mr. Fuller, the treasurer of the club. Defendant said:

"I asked Mr. Fuller what was necessary to resign from the Lafayette Club. * * * He told me that the only method of procedure was not to pay my dues. * * * The matter of the board of governors was not mentioned in my recollection at all."

Mr. Fuller had already testified to this conversation on recross-examination by defendant's counsel. His testimony was as follows:

"Mr. Roberts came in to see about getting out of the club, wanted to know how he could get out, and I told him that the surest way was to find a purchaser for his membership. He said that might be difficult under the circumstances. The conversation went on; he finally asked me what would happen if he declined to pay his dues. * * * I replied that was a matter entirely in the hands of the board of governors, vested in their hands by the articles and by-laws; all I could tell him was the method they had followed generally in the past, which was that eventually after all other measures had been exhausted that they after proper notice, as provided for in the articles and by-laws, that his membership would be declared forfeited by the board of governors and sold."

The conflict in the testimony of defendant and Mr. Fuller at most raised only a question of fact for the trial court. Nothing in the form of a resignation was tendered or presented to the board of governors or to Mr. Fuller. Mr. Fuller, as treasurer of the club, had no authority to act in the matter of termination of memberships. The treasurer's authority, as provided in the by-laws, was to receive the money of the club, keep account thereof, pay the money out in such manner and on such vouchers as the board of governors should prescribe, and make report at the annual meeting and to the board of governors at such other times as the board might require.

The defendant, on May 6, 1932, wrote a letter to Mr. Fuller inclosing a remittance for one-half of the 1932 dues for defendant's wife, who was also a member of the club. In that letter defendant said:

"Because of the necessity for reducing my personal expenses this year, I am obliged to cut out a number of items in my budget which would gladly be continued under ordinary circumstances."

Mr. Fuller, on May 12, 1932, answered and in his letter to defendant stated:

"As memberships represent stock in the corporation, in the usual course you will be advised of the...