Kilts v. American Legion Okoboji Lakes Post 654

581 N.W.2d 189, 1998 Iowa App. LEXIS 25, 1998 WL 352611
CourtCourt of Appeals of Iowa
DecidedMarch 27, 1998
DocketNo. 96-1650
StatusPublished

This text of 581 N.W.2d 189 (Kilts v. American Legion Okoboji Lakes Post 654) is published on Counsel Stack Legal Research, covering Court of Appeals of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kilts v. American Legion Okoboji Lakes Post 654, 581 N.W.2d 189, 1998 Iowa App. LEXIS 25, 1998 WL 352611 (iowactapp 1998).

Opinion

HUITINK, Presiding Judge.

Wendell J. Kilts appeals from an adverse summary judgment ruling in a quiet title action. We affirm.

J. Background Facts and Proceedings.

This dispute concerns title to the following-described real-property:

The East 47 feet of the North 131 feet of Lot 13 of the Auditor’s Plat of Government Lots 1, 2, 3 and 4, all in Section 29, Township 99 North, Range 36 West of the 5th P.M., City of Arnolds Park, Dickinson County, Iowa. ‘‘

American Legion Okoboji Lakes Post 654 (Post 654) acquired title to this property in its corporate name in October 1950. Kilts purchased the property at a tax sale following Post 654’s failure to pay sidewalk and sewer assessments levied by the City of Ar-nolds Park. On March 24, 1994, Kilts published notice stating Post 654’s right to redeem the disputed property from tax sale would expire unless redemption occurred within ninety days of the notice.

On June 17,1994, prior to expiration of the redemption period, Ray B. Sams, acting as commander of Post 654, attempted to redeem [190]*190the property by tendering a cashier’s check naming Post 654 as remitter in the required amount to the Dickinson County Treasurer. After the redemption period expired, the treasurer returned the check to Sams because the treasurer was advised by an assistant county attorney, now representing Kilts, that Post 654 was not eligible to redeem its property from tax sale. Kilts was then issued a tax deed by the treasurer.

Kilts filed this action seeking, in addition to other remedies, a decree quieting title to the disputed property. The district court granted Post 654’s motion for summary judgment declaring the tax deed issued to Kilts was null and void as a matter of law. This determination was predicated on the court’s findings that there were no genuine issues of material fact concerning Post 654’s status as a legal entity or Sams’ authority to redeem the disputed property on behalf of Post 654.

In this appeal Kilts contends the district court erroneously granted Post 654’s motion for summary judgment. He argues there are genuine issues of material fact concerning both Post 654’s existence as a legal entity and Sams’ right to redeem on its behalf.

II. Standard of Review.

We review summary judgment for errors of law. Iowa R.App.P. 4. Summary, judgment is appropriate only if there exists- no genuine issue ,o,f material fact. Farm Bureau Mut. Ins. Co. v. Milne, 424 N.W.2d 422, 423 (Iowa 1988). The moving party has the burden to show the nonexistence of a material fact. Id. The evidence must be viewed in the light most favorable to the nonmoving party. Thorp Credit, Inc. v. Gott, 387 N.W.2d 342, 343 (Iowa 1986). This procedure is functionally akin to a directed verdict, and every legitimate inference that reasonably can be deduced from the evidence should be afforded the nonmoving party. Id. A fact issue is generated if reasonable minds can differ on how the issue should be resolved. Id. If the conflict in the record consists only of legal consequences flowing from undisputed facts, entry of summary judgment is proper. Milne, 424 N.W.2d at 423.

When a motion for summary judgment is made and supported as provided in [Iowa R.Civ.P. 237], an adverse party may not rest upon the mere allegations or denials of his pleadings, but his response, by affidavits or as otherwise provided in this rule, must set forth specific facts showing there is a genuine issue for trial. If he does not so respond, summary judgment, if appropriate, shall be entered against him.

Iowa R.Civ.P. 237(e).

III. The Merits.

The summary judgment record includes evidence indicating Post 654 was incorporated in 1946 as a nonprofit corporation pursuant to Iowa Code section 394, et seq. (1924). Under that chapter, Post 654’s corporate duration was fifty years. Post 654’s articles of incorporation provided that its members were those persons who were members in good standing in Post 654. The summary judgment record also includes correspondence from the national headquarters of the American Legion stating Post 654’s 1938 legion charter was valid despite its inactivity since 1992. Post 654 also submitted membership records indicating Sams was among three “paid up for life members” of Post 654. Affidavits from Wayne Soule and Sams indicate the remaining members of the Post designated Sams as its commander and agreed to redeem the disputed property from tax sale.

Under Kilts’ theory, Post 654 was not eligible to redeem its property from tax sale because it no longer existed as a legal entity and, accordingly, lacked capacity to authorize anyone to act on its behalf. Kilts cites deposition testimony and exhibits indicating Post 654 failed to attend to corporate or other organizational formalities since 1992. He also cites the failure of those persons claiming existing Post membership to comply with applicable American Legion By-Laws in either Sams’ election as post commander or authorization to redeem the property from tax sale on behalf of Post 654.

Despite Kilts’ evidence suggesting adequate grounds for cancellation of Post 654’s legion charter, the undisputed facts remain that Post 654 was a chartered American Le[191]*191gion Post with a recognized membership. We also find counsel’s bald assertions concerning Post 654⅛ corporate viability insufficient to generate fact questions on Kilts’ claims that Post 654 was never incorporated or was defunct because it failed to comply with essential corporate formalities. Even if Kilts were to establish either proposition, Post 654, by virtue of its existing membership and legion charter, was at the very least a voluntary, unincorporated association. See, e.g., Goss v. Johnson, 243 N.W.2d 590, 596 (Iowa 1976); Boyer v. Iowa High School Athletic Ass’n, 258 Iowa 285, 288, 138 N.W.2d 914, 915 (1965); Rehder v. Rankin, 249 Iowa 1201, 1206-07, 91 N.W.2d 399, 403 (1958).

Kilts’ claim that Sams lacked authority to act on Post 654’s behalf also fails as a matter of law regardless of Post 654’s status as a corporation or voluntary association. None of the claimed procedural irregularities attending Sams’ election as commander or authorization to redeem prevented Sams from acting on behalf of the corporation as its “de facto” commander. See Arney v. Brittain & Co., 185 Iowa 1114, 1119, 171 N.W. 697, 699 (1919) (corporation is bound by acts of de facto officers where such acts would bind it if performed by de jure officers); Herbst v. Held, 194 Iowa 679, 684-85, 190 N.W. 153, 155 (1922) (doctrine of de facto officers provides that although officers may wrongfully hold office, their acts are sustained if performed within the scope of authority of their office).

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Related

Goss v. Johnson
243 N.W.2d 590 (Supreme Court of Iowa, 1976)
Farm Bureau Mutual Insurance Co. v. Milne
424 N.W.2d 422 (Supreme Court of Iowa, 1988)
Boyer v. Iowa High School Athletic Association
138 N.W.2d 914 (Supreme Court of Iowa, 1965)
Rehder v. Rankin
91 N.W.2d 399 (Supreme Court of Iowa, 1958)
Thorp Credit, Inc. v. Gott
387 N.W.2d 342 (Supreme Court of Iowa, 1986)
Herbst v. Held
194 Iowa 679 (Supreme Court of Iowa, 1922)
Fidelity Investment Co. v. White
223 N.W. 884 (Supreme Court of Iowa, 1929)
Wakefield v. Rotherham
25 N.W. 697 (Supreme Court of Iowa, 1885)
Arney v. Brittain & Co.
185 Iowa 1114 (Supreme Court of Iowa, 1919)
Adams v. Thorp Credit, Inc.
452 N.W.2d 435 (Supreme Court of Iowa, 1990)

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Bluebook (online)
581 N.W.2d 189, 1998 Iowa App. LEXIS 25, 1998 WL 352611, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kilts-v-american-legion-okoboji-lakes-post-654-iowactapp-1998.