Masonic Temple Ass'n of St. Louis v. Farrar, 445

• Decision Date: 19 September 1967
• Docket Number: No. 32505,No. 445,A,445,32505
• Parties: The MASONIC TEMPLE ASSOCIATION OF ST. LOUIS, a Corporation, Plaintiff, Respondent, v. Donald W. FARRAR et al., As Members of West Gate Lodgencient Free and Accepted Masons, an Unincorporated Association, and Also as Representatives of the Class to Which They Belong Consisting of All Members of West Gate Lodgencient Free and Accepted Masons, an Unincorporated Association, Defendants, Appellants.
• Court: Missouri Court of Appeals

Page 95

422 S.W.2d 95

The MASONIC TEMPLE ASSOCIATION OF ST. LOUIS, a Corporation Plaintiff, Respondent, v. Donald W. FARRAR et al., As Members of West Gate Lodge No 445, Ancient Free and Accepted Masons, an Unincorporated Association, and Also as Representatives of the Class to Which They Belong Consisting of All Members of West Gate Lodge No. 445, Ancient Free and Accepted Masons, an Unincorporated Association, Defendants, Appellants.

No. 32505.

St. Louis Court of Appeals, Missouri.

Sept. 19, 1967.

Rehearing Denied Nov. 30, 1967.

Stemmler & Stemmler, St. Louis, for defendants-appellants.

Clyde H. Snider, Richard O. Rumer, Charles F. Ballak, St. Louis, for plaintiff-respondent.

RUDDY, Judge.

The Masonic Temple Association of St. Louis, a Corporation, (hereinafter referred to as Temple Corporation) brought this action against individually-named defendants, as class representatives of West Gate Lodge No. 445, Ancient Free and Accepted Masons, an unicorporated association, (hereinafter referred to as the Lodge) seeking a decree and judgment declaring that the Lodge does not have the present right to withdraw its membership in the Temple Corporation and does not have the right to terminate the contractual relationship now in existence. The Temple Corporation further sought judgment against the Lodge for an alleged sum due by reason of the contractual relationship. The Temple Corporation was successful in the trial court and the Lodge has appealed from the decree and judgment entered.

The Lodge has a charter from the Grand Lodge of Ancient Free and Accepted Masons of the State of Missouri. The Lodge is subordinate to the Grand Lodge and admittedly acts only under and pursuant to the provisions of its charter. Our examination of the record shows that the Temple Corporation is not subordinate to the Grand Lodge in any respect; the only relationship, with one exception, being a mutual obeisance to each other by reason of both being a part of the Masonic Fraternity. The exception is that the Grand Lodge holds its meetings in the Temple structure for which it is obligated to pay a stipulated sum annually to the Temple Corporation.

The controversy concerns primarily the construction and interpretation of certain documents and certain acts, namely; (1) an instrument denominated Temple Basic Contract; (2) Articles of Agreement for a pro forma incorporation of Temple Corporation and amendment thereof by a decree of Court; (3) By-Laws of the Temple Corporation and amendments thereto, and; (4) acts of the parties to the Temple Basic Contract (to which the Lodge was a party) subsequent to the incorporation, which acts included the execution of an agreement between the parties referred to in the record as the McKinney Contract. The nature and pertinent provisions of the instruments referred to will be given later.

The Lodge has asserted eleven points, with many sub-points, as errors committed by the trial court. However, all the points may be summed up into two primary contentions. (1) A contention that the submission by the parties to their controversy to the membership of the Ways and Means Committee of the Grand Lodge constituted a submission to a common law arbitration and the unanimous decision of the membership of the Committee in favor of the Lodge is binding and conclusive on the parties. In this same connection it contends if, for any reason, it be held that the determination of the membership of the Ways and Means Committee in favor of the Lodge is not final and conclusive on the parties then the subsequent submission by the parties of the controversy to the membership of the Committee on Jurisprudence of the Grand Lodge constituted a submission to a common law arbitration and the findings of fact and conclusions of that Committee in favor of the Lodge are binding and conclusive on the parties. (2) If it be held by this Court that the controversy between the parties was not finally concluded as aforesaid then it is contended that there was no obligation on the Lodge under the aforementioned instruments and agreements and subsequent acts to continue to pay monthly charges to the Temple Corporation after the Lodge had ceased to hold its meetings in the Temple Building and had notified the Temple Corporation that the Lodge had withdrawn as a member of the Temple Corporation and would make no further payments of monthly charges to it.

The Temple Corporation admits that the Lodge is not obligated to hold its meetings in the Temple Building, but contends that the contractual relationship established by the instruments referred to and the acts of the parties obligates the Lodge to make the payment of monthly charges to the Temple Corporation so long as said Temple structure is used for Masonic purposes only, or until the contractual relationship established by the instruments and the acts is legally terminated. Obviously, if the Lodge is correct in its first primary contention, that there was a binding common law arbitration, there will be no need to discuss the merits of the relative positions taken by the parties as to the second contention.

We now state the pertinent facts and events out of which the controversy arose and the record facts on which the Lodge relies as showing a binding common law arbitration.

In the year 1917 and prior thereto a number of Masonic 'Blue Lodges' (of which West Gate Lodge was one), Eastern Star Chapters and other Masonic bodies were holding their meetings in the former Odeon Theatre Building on Grand Avenue in the City of St. Louis as sub-lessees of the Grand Avenue Masonic Temple Association. In the year 1917 representatives of the Lodges, Eastern Star Chapters and other Masonic bodies met for the purpose of discussing the building of a new Masonic Temple. As a result of their meetings an instrument was drafted, referred to in the record as the 'Temple Basic Contract,' under which the representatives recommended the erection of a Masonic Temple for Masonic purposes only by the several Masonic bodies and Eastern Star Chapters then meeting in the Grand Avenue Masonic Temple and extended the privilege and invitation to other legally constituted and recognized Masonic bodies or Eastern Star Chapters to join in the proposed movement upon the terms and conditions set out in the Temple Basic Contract. This instrument after setting out the methods of financing said Building project contained a provision that '* * * each contributing body shall pay its proportionate share toward the upkeep of said building; the amount to be contributed by each body to be fixed by the board of directors of the proposed Corporation; provided, however that each body shall be charged upon a fixed and uniform basis which shall be determined by the privileges accorded such body.'

Another provision provided that 'No Masonic body or Eastern Star Chapter not a member of the proposed corporation can become tenants in the proposed New Temple, but must become members of the corporation and contribute upon the same basis per capita as other members of the corporation of like class.'

The recommended plan further provided that when three-fourths of the Masonic bodies and Eastern Star Chapters then meeting in the Grand Avenue Masonic Temple endorsed the project, each shall appoint representatives for the purpose of organizing a new pro forma decree corporation '* * * pursuant to the law governing the organization of Benevolent, Religious, etc. corporations, * * *.' The plan provided that the name of the new corporation shall be 'The Masonic Temple Association of St. Louis.'

The recommended plan further provided that each body shall be entitled to three representatives in the new corporation and set out the method of electing the board of directors of said corporation. Said recommended plan also provided that 'Subject to the above conditions and limitations the Constitution and By-Laws of the proposed corporation shall be such as may be hereafter agreed upon in accordance with the foregoing plan.'

The recommended plan received the endorsement of the required three-fourths of the Masonic bodies and Eastern Star Chapters then meeting in the Grand Avenue Masonic Temple. Among the endorsers of the recommended plan was the West Gate Lodge. Following the aforesaid endorsement a pro forma decree of incorporation of the Masonic Temple Association of St. Louis was granted by the Circuit Court of St. Louis on September 15, 1917. The new Masonic Temple was not available for the holding of meetings until November of 1926 when it was opened for meetings of the active members and has been so used ever since.

The purposes given in the Articles of Agreement of the corporation were '* * * To finance, locate, erect, build, establish, furnish, equip, maintain and operate a Masonic Temple or Temples to be used for Masonic purposes only by and for the exclusive use of, the several Masonic bodies and Eastern Star Chapters meeting in the City of St. Louis and composing this Association, * * *.' The Articles further provided that '* * * all profits or income that may come to the corporation after defraying expenses and paying all the necessary loans, expenses, renewals, and carrying charges and after providing a suitable sinking fund for improvements and additions, shall be applied to the reduction of its rents, charged to the various Masonic bodies and Eastern Star Chapters, in such a manner and proportion as the Association may determine.' (This provision in the original Articles of Agreement was amended by court decree on March 18, 1940 to read: '* * * but all income that may come to the corporation after defraying expenses and paying all the necessary loans, expenses, renewals, and carrying charges and after providing a suitable sinking fund for improvements and additions, shall be applied to the reduction of its amortization and maintenance charges charged to the various member bodies, in such manner and proportion as the...