Sterner v. Saugatuck Harbor Yacht Club, Inc.
Sterner v. Saugatuck Harbor Yacht Club, Inc.
Concurring Opinion
(concurring). I concur in the result. The plaintiff’s brief specifically points out that the bylaws are not unreasonable per se but does attack their application to him in expelling him from the defendant club.
One noted commentator, Professor Zechariah Chafee, Jr., in addressing the internal affairs of associations, said: “Denial of a remedy at law to the expelled member should not prevent him from obtaining equitable relief.” Chafee, “The Internal Affairs of Associations Not for Profit,” 43 Harv. L. Rev. 993, 1013 (1930). “Equity courts are well endowed with tools for shaping association behavior. The most familiar and powerful is the injunction, prohibitive or mandatory, which may be directed against all members of a defendant association. .. .” Note, “Judicial Control of Actions of Private Associations,” 76 Harv. L. Rev. 983, 1095 (1963). “That a member of an incorporated club may not be expelled except in conformity with its rules is well established, and one wrongfully expelled may seek relief in equity. . . . This jurisdiction long since recognized that courts may not interfere unless a determination by the club’s constituted authorities is ultra vires, fraudulent or made contrary to good faith.” (Emphasis in original.) Angland v. Doe, 263 F.2d 266, 267-68 (D.C. Cir. 1958).
“The granting of injunctive relief in each case is within the sound discretion of the trial court exercised according to recognized principles of equity. Dimmock v. New London, 157 Conn. 9, 18, 245 A.2d 569 [1968]; Waterford v. Grabner, 155 Conn. 431, 434, 232 A.2d 481 [1967]; Lebanon v. Woods, 153 Conn. 182, 195, 215 A.2d 112 [1965]; Holt v. Wissinger, 145 Conn. 106, 113, 139 A.2d 353 [1958]. ... In exercising its discretion, the court, in a proper case, may consider and balance the injury complained of with that which will result
“It is said that every wrong has its remedy; so it may be said that every case requiring equitable relief has its corresponding mode of redress.” Chappell v. Jardine, 51 Conn. 64, 69, (1883); see Sears v. Hotchkiss, 25 Conn. 170 (1856); 2 Pomeroy, Equity Jurisprudence (5th Ed.) §§ 423, 424; 27 Am. Jur. 2d, Equity § 120. The unreasonable application of a reasonable bylaw lends itself peculiarly to the shaping of the equitable relief we order today.
The plaintiff sought mandamus and equitable relief. As to the latter he alleged the lack of an adequate remedy at law and irreparable injury (including “serious and unjustified injury to his social and professional reputation”). See Theurkauf v. Miller, 153 Conn.
Concurring Opinion
(concurring). I concur that the trial court was in error in its judgment for the defendant. I agree that the plaintiff has stated a cause of action
The majority opinion concludes that the plaintiff was not afforded a meaningful hearing. I have difficulty in identifying in what way the hearing was defective. The hearing did not charge the plaintiff “with wearing yellow shoes.” Whatever the utility of the “yellow shoe” discussion at the trial, I submit, with deference, that the “yellow shoe” issue is in fact a red herring. The hearing did charge that the plaintiff’s conduct in the incident on the club dock constituted a violation of a club bylaw condemning conduct “detrimental to the welfare, interest or character of the Club.” The plaintiff has not argued that this bylaw is on its face improper or unreasonable, or that the hearing held pursuant thereto deprived him of notice or of a fair opportunity to be heard; in short there is no direct allegation of a lack of procedural due process.
As I read the plaintiff’s briefs and the majority opinion, the hearing was improper because it led to the imposition of a sanction, expulsion, that was disproportionate to the charge filed against the plaintiff. Indeed, the majority opinion quotes the trial court’s memorandum of decision which suggests that judicial opprobrium would not have attended a sanction of censure or of suspension. It is not clear to me how an unreasonable sanction is, in and of itself, evidence of the absence of a meaningful hearing. If a similar hearing, resulting in a lesser sanction, would not have violated our statutes, I do not see why this hearing should be characterized as “not meaningful.” Suppose that
It does seem, to me, however, that another portion of General Statutes § 33-459 (a) may well afford the plaintiff the relief he seeks. The statute requires, inter alia, that bylaws be “equally enforced as to all members.” It may well be that the disparity in treatment between the sanction imposed upon the plaintiff and the dismissal of the charges against Hunter Muller would furnish evidence of the defendant’s violation of this provision. The plaintiff at trial offered other evidence of disparate treatment as well. The trial court never reached this issue because it decided the case on the ground that mandamus did not lie. I would therefore find error and remand for a new trial.
The standard for review that is suggested by the concurring opinion of Justice Healey is one to which I might well subscribe in a case which provided an appropriate evidentiary base for its application. On the record before us, however, we have a trial court’s memorandum of decision that concluded only that mandamus was an improper remedy. At best, the plaintiff ambiguously alleged bad faith; there are no allegations of fraud whatsoever. In this state of the pleadings, I do not see how this memorandum of decision can reasonably be interpreted as finding, by convincing proof, that the plaintiff is entitled to relief on this theory.
Opinion of the Court
In this action, the plaintiff, Anders R. Sterner, seeks reinstatement as a member in the defendant Saugatuck Harbor Yacht Club,
“ ‘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
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, 652, 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,
Although traditionally mandamus lay where there was no adequate remedy at law; see, e.g., Bassett v. Atwater, supra, 363-64; 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 Assn. v. Board of Education, supra, 519; 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 (1972) p. 233; see Loubat v. Le Roy, 47 N.Y. Sup. Ct. (40 Hun.) 546 (1886).
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 unreason
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 Paeskey and Aementano, Js., concurred.
Article XVIII, § 2 of the bylaws provides: “The Board of Governors, where it considers the conduct of a member to be detrimental to the welfare, interest or character of the Club, may cause a statement of such charge, together with notice of not less than ten (10) days of the time and place where the Board shall meet for the consideration thereof, to be mailed to the member charged, at his address as it appears on the records of the Club.”
Article XVIII, § 6 of the bylaws provides: “If the Board shall be satisfied of the truth of the charge or charges, the member may, by vote of a majority of the whole of said Board, be censured, suspended for a period of not exceeding one (1) year, or expelled.”
Article XVIII, § 1 of the bylaws provides: “If any member of the Club shall be charged in writing by any other member or mem
The example is not wholly hypothetical: the plaintiff, on the morning in question, was wearing yellow shoes.
Reference
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