Warfield v. Peninsula Golf & Country Club

• Citation: 16 Cal.Rptr.2d 243,12 Cal.App.4th 178
• Decision Date: 08 January 1993
• Docket Number: No. A051828,A051828
• Court: California Court of Appeals
• Parties: Previously published at 12 Cal.App.4th 178, 17 Cal.App.4th 1662, 22 Cal.App.4th 1078, 27 Cal.App.4th 1830, 32 Cal.App.4th 1398 12 Cal.App.4th 178, 17 Cal.App.4th 1662, 22 Cal.App.4th 1078, 27 Cal.App.4th 1830, 32 Cal.App.4th 1398 Mary Ann WARFIELD, Plaintiff and Appellant, v. PENINSULA GOLF & COUNTRY CLUB et al., Defendants and Respondents.

Page 243

16 Cal.Rptr.2d 243

Previously published at 12 Cal.App.4th 178, 17 Cal.App.4th 1662, 22 Cal.App.4th 1078, 27 Cal.App.4th 1830, 32 Cal.App.4th 1398

12 Cal.App.4th 178, 17 Cal.App.4th 1662, 22 Cal.App.4th 1078,

27 Cal.App.4th 1830, 32 Cal.App.4th 1398

Mary Ann WARFIELD, Plaintiff and Appellant, v. PENINSULA GOLF & COUNTRY CLUB et al., Defendants and Respondents.

No. A051828.

Court of Appeal, First District, Division 1, California.

Jan. 8, 1993.

[12 Cal.App.4th 1398]

Certified for Partial Publication ^*

Review Granted March 25, 1993.

Belli, Belli, Brown, Monzione, Fabro & Zakaria, Kevin R. McLean and Randall H. Scarlett, San Francisco, for plaintiff and appellant.

Ropers, Majeski, Kohn, Bentley Wagner & Kane, Paul D. Herbert and Stacey L. Pratt, San Francisco, for defendants and respondents.

NEWSOM, Associate Justice.

Respondent Peninsula Golf & Country Club (hereafter respondent or the Club) is a nonprofit recreational club located in San Mateo, which provides for the use of its members and invited guests a golf course, driving range, putting greens, tennis courts, locker rooms, clubhouse, restaurant, bars, conference rooms and other facilities. The Club has a gate at the entrance and signs proclaiming that the grounds are private property. Several different classes of memberships are offered by the Club, but the only proprietary membership is the "Regular Family Membership," which is limited to 350 members. The Club is governed by a board of directors selected from among persons holding regular family memberships.

The process for selection of Club members is arduous and protracted. A prospective member must be sponsored or proposed for membership by an existing member, then seconded by two other members. The membership proposal is then reviewed by the membership committee, which receives from the prospective member a form or questionnaire providing references, prior club memberships and other personal information. The membership committee conducts an investigation of the information provided, including a credit check, and interviews of the prospective member and family at his home and place of business. After all the collected information is reviewed, the membership committee votes on the candidate for approval--two dissenting votes will disqualify a nominee from further consideration. Upon approval by the membership committee, the membership proposal is sent to the board of directors (hereafter the Board) for consideration. The Board seeks input on the prospective member from proprietary members, and if any objection is made the proposal is referred back to the membership committee for further investigation. If no complaint is received, or if the complaint is found to have no merit, the membership proposal is submitted to the Board for final approval, followed by a letter inviting the prospective member to join the Club. The holder of a regular family membership owns a share (1/350) of the assets and liabilities of the Club and is granted the right to vote and become a Board member. ¹

With a few exceptions, Club facilities were, during 1981 (the relevant period for our purposes), available for use only by Club members and their invited guests. One exception was "sponsored events," such as golf or tennis tournaments, wedding receptions, bar mitzvahs, and special luncheons or dinners, which were held periodically on the average of once a week. Members were required to sponsor these events, which were attended by participating guests. The sponsored events were typically conducted for members' friends, charitable organizations or professional associations. Businesses were not permitted to participate in sponsored events. The sponsoring members assumed responsibility for the events, including the fees charged by the Club--although the bills for the events were often sent directly to the parties for whose benefit the events were held.

The Club had separate golf and tennis pro shops, which were operated by the golf and tennis professionals, respectively, who were independent contractors paid a monthly retainer by the Club. Nonmembers as well as members were entitled to purchase merchandise from the pro shops and take lessons from the professionals. The Club did not receive any share of the business done by the golf and tennis professionals.

Members paid for goods or services provided at the Club, including merchandise or lessons from the golf and tennis professional, with cash or by signing "chits"--the latter being receipts listing the amount of the purchase which are signed by the member. ² Regular family members or their families were allowed to sign chits. The Club then billed the members for the chits. In addition to chits, the Club derived income principally from dues, green fees and, to a lesser extent, the sponsored events.

The Club had between 80 and 110 employees in 1981, all under the supervision of a general manager. Committees comprised of members oversaw various Club activities and operations. Employees of the Club were permitted to use the facilities with permission of the Board on Mondays, when the Club was closed to members.

In March of 1970, the bylaws of the Club were amended to provide under section 7.5 that regular family memberships "shall be issued only in the name of adult male person. Proposals for Regular Family Memberships shall not be approved for females or minors." Section 7.5 further states that upon termination of the marriage of a "married Regular Family Member" by divorce or annulment, "the Husband shall continue to be the Regular Family Member, and all rights, privileges and obligations shall be his. In the event of an award of the Certificate of Regular Family Membership in final judicial action to the female spouse, and the male spouse does not forthwith thereafter purchase the female spouse's interest in the Regular Family Membership, such Membership may, by action of the Board, be terminated." ³ The bylaws were also amended in 1970 to empower the Board pursuant to section 13.2 to repeal or amend the Club's bylaws, with enumerated exceptions, without approval or consent of regular family members. The regular family members enacted the 1970 amendments to the bylaws.

Appellant became interested in the Club through her participation in golf tournaments and suggested to her husband, Richard Warfield, that a membership would be "great for the family." In June of 1970, appellant's husband was proposed for a regular family membership. The membership proposal proceeded through the customary procedure, including seconding, a cursory investigation and an interview with the family. A regular family membership was approved by the Board and issued in the name of Richard Warfield on July 23, 1970. Thereafter, appellant and her children regularly used the Club facilities as family members without restriction. The initiation fee of $7,200 and monthly dues were paid with community funds. Appellant was not then aware that women were precluded by the bylaws from becoming proprietary members of the Club.

Appellant's participation in Club activities increased as her children became older. She earned a real estate agent's license in 1976 or 1977, and obtained her first job as a "realtor associate" through a friend at the Club. The Club was an important source of "contacts" for appellant to promote her business of buying and selling residential real estate. She "worked" the Club as her "farm" of potential clients. She also often discussed real estate transactions at the Club with clients, associates and other real estate agents. Appellant was never discouraged from participating in business activities at the Club. Appellant's husband, a dentist, obtained patients from his association with other members of the Club.

In February of 1981, an interlocutory judgment was entered dissolving the marriage of appellant and Richard Warfield. By the terms of the judgment, appellant was awarded "all right, title and interest in and to the membership of Dr. and Mrs. Warfield in the Peninsula Golf and County Club." Appellant subsequently requested that the Board transfer to her the regular family membership formerly held by Richard Warfield. After consultation with legal counsel, the Board voted in April of 1981 pursuant to sections 7.5 and 7.10 of the bylaws to terminate appellant's regular family membership. Appellant was thereafter tendered a check in the amount of $6,129.15, representing the redemption value of the membership. In response, appellant asked the Board to reconsider the termination and returned the redemption check without endorsement. The Board thereafter reviewed the matter of termination of appellant's membership, and in October of 1981, reaffirmed the prior vote refusing to reinstate in appellant's name the regular family membership previously held by her husband, despite a contrary recommendation by the membership committee. The Board indicated to appellant its perception that the bylaws precluded issuance of a proprietary membership to her. A resolution was adopted by the Board, however, creating a new class of nontransferable, nonproprietary membership for those, such as appellant, "who desire to use the golf club facilities, but who do not otherwise qualify for regular membership." Appellant was invited to apply to join the Club as a "golfing member under this new class of membership" for an initiation fee of $10,000. Appellant declined to consider the Board's offer of what she termed a "second class citizenship membership" in the Club based upon her status as a woman. Appellant did not return to the Club as a member after November of 1981. Appellant testified that her real estate business suffered from the loss of her Club membership.

On November 2, 1981, appellant filed a complaint for damages and injunctive relief against the Club and the Board, alleging violations of the Unruh Civil Rights Act, her constitutional right to due process and the common law...