Sterner v. Saugatuck Harbor Yacht Club, Inc.

• Decision Date: 28 September 1982
• Citation: 450 A.2d 369,188 Conn. 531
• Parties: Anders R. STERNER v. SAUGATUCK HARBOR YACHT CLUB, INC., et al.
• Court: Connecticut Supreme Court

Page 369

450 A.2d 369

188 Conn. 531

Anders R. STERNER v. SAUGATUCK HARBOR YACHT CLUB, INC., et al.

Supreme Court of Connecticut.

Argued May 6, 1982.

Decided Sept. 28, 1982.

Lester J. Tanner, and Lawrence S. Yee, New York City, of the New York bar, pro hac vice, with whom was Edmund F. Schmidt, Fairfield, for appellant (plaintiff).

Jay H. Sandak, Stamford, for appellees (defendants).

Before SPEZIALE, C. J., and PETERS, HEALEY, PARSKEY and ARMENTANO, JJ.

SPEZIALE, Chief Justice.

In this action, the plaintiff, Anders R. Sterner, seeks reinstatement as a member in the defendant Saugatuck Harbor Yacht Club, Inc. The plaintiff had been expelled by the defendant as a result of the following incident: At 6:30 one morning, the plaintiff left his sloop and walked along the dock of his yacht club toward shore, to shower at the club and then to catch the morning train to his New York law office. When he reached the ramp connecting the dock to the shore, he stopped because a truck parked on the ramp blocked his way. He asked the owner of the truck, Hunter Muller, if he would move his truck. Hunter Muller was a junior member of the club and the son of Frank Muller, a member of the board of governors of the club. Getting no action, the plaintiff climbed over the truck, stepping in the bed of the truck, on the cab, the hood, and thence to shore. Hunter Muller protested and later made a claim for damage to his truck; the plaintiff offered a lesser amount in settlement. The dispute was not resolved. The board of governors of the club, acting on its own motion in response to news of this incident, notified the plaintiff to appear and be heard on whether his actions constituted conduct detrimental to the welfare, interest or character of the club within the meaning of the bylaws ¹ warranting sanction ² by the board. The plaintiff made a countercharge under the bylaws ³ against the Mullers.

At a meeting attended by the plaintiff, Hunter Muller, by fourteen governors (Frank Muller was present but recused himself) and by various character witnesses, the board of governors considered the conduct of the members. Deliberating in executive session, the board (1) dismissed the plaintiff's countercharge against the Mullers, concluding that their conduct did not constitute "conduct injurious to the character or welfare of the Club"; (2) found that the plaintiff's conduct did constitute conduct "detrimental to the welfare, interest or character of the Club"; and (3) voted to expel the plaintiff from the club. The plaintiff instituted the present proceeding to challenge the board's action, seeking, inter alia, a writ of mandamus and other relief to order reinstatement. The trial court held that mandamus does not lie for reinstatement of a member in a private club, and denied the plaintiff's application for relief. From that judgment the plaintiff has appealed. We conclude that the trial court erred because the plaintiff is entitled to injunctive relief.

" 'The writ of mandamus is an extraordinary remedy to be applied only under exceptional conditions, and is not to be extended beyond its well-established limits.' Lahiff v. St. Joseph's Total Abstinence [and Benevolent] Soc., 76 Conn. 648, 651, 57 A. 692 [1904]. Mandamus neither gives nor defines rights which one does not already have. It commands the performance of a duty. It acts upon the request of one who has a complete and immediate legal right; it cannot and does not act upon a doubtful and contested right. It is an expeditious remedy to protect a clear legal right. Boyko v. Weiss, 147 Conn. 183, 186, 158 A.2d 253 [1960]. 'The essential conditions without which the writ will not be issued to enforce the performance of a ministerial duty are: (1) that the party against whom the writ is sought must be under an obligation imposed by law to perform some such duty, that is, a duty in respect to the performance of which he may not exercise any discretion; (2) that the party applying for the writ has a clear legal right to have the duty performed; and (3) that there is no other sufficient remedy.' Bassett v. Atwater, 65 Conn. 355, 360, 32 A. 937 [1895]." Milford Education Ass'n v. Board of Education, 167 Conn. 513, 518, 356 A.2d 109 (1975).

The writ of mandamus that the plaintiff seeks has been recognized by our decisions. In Lahiff v. St. Joseph's Total Abstinence and Benevolent Society, supra, 76 Conn. 652, 57 A. 692, the court noted that mandamus "is often an appropriate remedy for the reinstatement of a member of an incorporated benevolent or social society, who has been unlawfully and unreasonably deprived of the enjoyment of the rights and privileges of membership in such societies.... Such associations, although private corporations, are chartered by the State, and enjoy privileges and exercise powers expressly granted by the State, and for that reason the duties devolving upon them are regarded as of a public character, the performance of which may properly be compelled by writ of mandamus." See also Bassett v. Atwater, 65 Conn. 355, 32 A. 937 (1895). Cf. General Statutes § 52-487. But for mandamus to lie, the plaintiff must have no other adequate remedy. 3 Blackstone, Commentaries *110; High, Extraordinary Legal Remedies (1874) §§ 277, 283, 289; II Stephenson, Conn.Civ.Proc. § 261.

Although traditionally mandamus lay where there was no adequate remedy at law; see, e.g., Bassett v. Atwater, supra, 65 Conn. 363-64, 32 A. 937; our present rule is that "mandamus will not lie where the aggrieved party has an adequate remedy either at law or in equity. Milford Education Ass'n v. Board of Education, supra, 167 Conn. 519, 356 A.2d 109; State ex rel. Howard v. Hartford Street Ry. Co., 76 Conn. 174, 184, 56 A. 506 (1903)." (Emphasis added.) Monroe v. Middlebury Conservation Commission, 187 Conn. 476, 480, 447 A.2d 1 (1982). This is such a case because the plaintiff has an adequate remedy in equity.

The defendant, as a nonstock corporation, has those powers permitted by the nonstock corporation statutes, its certificate of incorporation, and its bylaws. Where the corporation acts in excess of those powers, those acts may be enjoined by a member of the corporation. General Statutes § 33-429; see Cross v. Midtown Club, Inc., 33 Conn.Sup. 150, 365 A.2d 1227 (1976). General Statutes § 33-459(a), concerning nonstock corporations, requires that "[m]embership shall be governed by such rules of admission, retention, withdrawal and expulsion as the by-laws shall prescribe, provided all such by-laws shall be reasonable, germane to the purpose of the corporation and equally enforced as to all members." (Emphasis added.) The provision "adopts common law standards of fair play and forms the basis for bylaws to be challenged by a member where they are not reasonable ...." (Footnote omitted.) Cross, Corporation Law in Connecticut 233 (1972); see Loubat v. Le Roy, 47 N.Y.Sup.Ct. (40 Hun.) 546 (1886).

The defendant has provided for expulsion of members in its bylaws. The ground for expulsion, conduct "detrimental to the welfare, interest or character of the Club," although susceptible of a range of application, may not be given unreasonable application. For example, the trial court posed the following hypothetical conduct to the defendant: "Suppose Mr. Sterner went walking along one of these ramps [docks] one day with yellow shoes on, and somebody spied him and said, 'that's detrimental to the interests of the club. We're going to bring you up on charges.' And they conducted a hearing and they expel him because he was wearing yellow shoes. You say they could do that. That's none of the court's business?" ⁴ To which the defendant, by its counsel, answered: "Yes, Your Honor." The trial court apparently agreed, and stated it was powerless to grant relief to the plaintiff.

The trial court erred because the defendant's answer is not the law. Membership in the club is required by statute to be governed by bylaws that are reasonable. Bylaws reasonable on their face may not be unreasonably applied. Though a bylaw should provide a member with notice and an opportunity to be heard, the club may not apply such bylaw to expel a member unreasonably, e.g., merely "because he was wearing yellow shoes." The statutory requirement of reasonable bylaws requires a hearing that is meaningful and a sanction that is reasonable; where a corporation acts contrary to those requirements its action may be enjoined.

The trial court agreed with the plaintiff that the defendant's application of its bylaws was unreasonable: "The court finds it incredible that the board of governors allowed itself to become involved in a matter concerning a private disagreement between members over an amount of damages.... Once having been involved, it appears ever more astonishing than anything more than mild censure, or at most, a short period of suspension, should have been considered by way of resolution." In effect, the trial court held that the defendant's action was not only unreasonable, but also arbitrary, capricious, and an abuse of discretion. We agree.

Although in the ordinary case courts should be reluctant to intervene in the affairs of private clubs; see Von Arx v. San Francisco Gruetli Verein, 113 Cal. 377, 379, 45 P. 685 (1896); this is not the ordinary case. The hearing afforded the plaintiff was not meaningful and the sanction imposed was not reasonable. Therefore, the trial court erred in concluding that there was no remedy for the defendant's unreasonable conduct. Because the defendant's conduct was in violation of General Statutes § 33-459(a), an injunction will lie to reinstate the plaintiff in the club.

There is error, the judgment is set aside and the case is remanded with direction to render judgment for the plaintiff for injunctive relief ordering reinstatement of the plaintiff as a member of the Saugatuck Harbor Yacht Club, Inc.

In this opinion PARSKEY and ARMENTANO, JJ., concurred.

PETERS, Associate...