Morison v. Wilson Lake Country Club

2005 ME 71, 874 A.2d 885, 2005 Me. LEXIS 74
CourtSupreme Judicial Court of Maine
DecidedJune 15, 2005
StatusPublished
Cited by3 cases

This text of 2005 ME 71 (Morison v. Wilson Lake Country Club) is published on Counsel Stack Legal Research, covering Supreme Judicial Court of Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Morison v. Wilson Lake Country Club, 2005 ME 71, 874 A.2d 885, 2005 Me. LEXIS 74 (Me. 2005).

Opinion

ALEXANDER, J.

[¶ 1] The Wilson Lake Country Club, a for-profit Maine corporation, and the Wilson Lake Members Corporation, a Maine nonprofit corporation, appeal a judgment of the Superior Court (Franklin County, Jabar, J.) finding that the Wilson Lake Country Club’s board of directors violated both the Maine Business Corporation Law and the Club’s bylaws by transferring 715 shares of treasury stock to the Wilson Lake Members Corporation. The Wilson Lake Country Club asserts that the Superior Court erred in finding that (1) it did not receive consideration for the stock transfer, and (2) the transfer of 715 shares of treasury stock to the Wilson Lake Members Corporation violated Article 18 of the Wilson Lake Country Club’s bylaws, prohibiting the issuance of more than one share of stock to any one individual. Because the trial court’s findings are supported by the record, and the trial court correctly applied the governing law to the facts it found, we affirm the judgment.

I. CASE HISTORY

[¶ 2] There is no dispute about the basic facts of the case. The Wilson Lake Country Club (the Club) operates a nine-hole, publicly accessible golf course in Wilton. The Club was incorporated in 1931 as a for-profit corporation for “the promotion and advancement of the game of golf and other athletic sports, and the maintenance of a club house and grounds in the County of Franklin and State of Maine, for the use of the members of the Club.”

[¶ 3] The Club’s certificate of organization authorizes it to issue 2500 shares of common stock having a par value of $10 per share. At a. meeting in 1990, the Club’s stock and bylaw committees reported that there was a need for “a cap” on the number of shares sold “to any one member.” Accordingly, the Club’s board of directors passed a motion limiting the number of shares the Club could sell to one person to twenty-five shares. Later in 1990, the board voted that the Club would “only sell stock to members.” During this time, new members were issued twenty-five shares each, existing members were issued the number of shares necessary to bring their total shares to twenty-five, and those members who already had more than twenty-five shares maintained their shares.

[¶ 4] Approximately a year and a half later, the board informed the shareholders that it proposed to change Article 18 of the Club’s bylaws so that the maximum number of shares issued by the Club to any one person would be one rather than twenty-five. The board reported to the shareholders that it was proposing this change to Article 18 of its bylaws because it had “become apparent that the majority” of the “stockholding members were unaware that a change had been made in the past.”1 At a shareholders meeting held [888]*888on December 14, 1991, the shareholders approved the amendment to Article 18, requiring the Club to “issue stock only to members of the Club” and “not issue more than one (1) share of stock to any one individual.”

[¶ 5] In the Club’s recent history, some of the Club’s members had wanted to change the corporate structure so that active members of the Club would be in control of the Club, instead of inactive members, or shareholders acting with proxies of inactive members. Attorneys the Club had consulted, on four occasions, indicated that, in order to legally change the corporate structure, the Club would first need to obtain the necessary votes from shareholders.

[¶ 6] In June 2002, there was discussion at a board meeting about selling stock to the Wilson Lake Members Corporation (WLMC) “to prevent the possibility of an individual suing” because the individual believed his or her share was currently “worth more than $10.”

[¶ 7] The WLMC is a nonprofit corporation that was established in 1996 by a few members of the Club. The WLMC itself is not a “member of the Club.” In its bylaws, the WLMC states that its purpose is to:

provide Wilson Lake Country Club members with a vehicle in which, in association with other Wilson Lake Country Club Shareholders, to hold stock, limited powers of attorney for voting rights and/or proxies in said WLCC. The Wilson Lake Members Corporation is comprised only of dues paying members of the WLCC who have signified a desire to be a member of the said Members Corporation by complying with the membership requirements detailed herein.

[¶ 8] In July 2002, the Club’s board of directors approved the transfer of 715 shares of the Club’s treasury stock to the WLMC. The board did not state any reason for the transfer in the minutes of the meeting at which it voted to transfer stock to the WLMC. The Club did not receive any money in exchange for this stock transfer. All four of the board members who voted in favor of the transfer were members of the WLMC. With possibly one exception, for the ten years preceding the July 2002 transfer, no more than 577 shares had been voted at any one of the Club’s shareholder meetings. Thus, the effect of the transfer was to shift control of the Club from its shareholders to the WLMC and its board.

[¶ 9] In August 2002, at a meeting of the Club’s board of directors, Alan Morison brought a motion to rescind the transfer of stock to the WLMC. The board of directors rejected Morison’s motion. The five board members who voted against Morisoris motion were all members of the WLMC.

[¶ 10] In September 2002, six of the Club’s shareholders commenced this action against the Club and the WLMC seeking a declaratory judgment that the July 2002 stock transfer was null and void because it (1) violated the requirements of the Maine Business Corporation Act, and (2) violated the Club’s bylaws.

[¶ 11] A jury-waived trial was held in May 2004. In June 2004, the Superior Court, in a carefully considered and well-reasoned opinion, found that the July 18, 2002, stock transfer was null and void be[889]*889cause it violated 13-A M.R.S.A §§ 506(8), 507(1) (1981),2 as well as the Club’s bylaws. The court also ordered the WLMC to return to the Club the 715 shares of stock WLMC received pursuant to the July 18, 2002, stock transfer.

[¶ 12] The court made the following findings in support of its decision: (1) the WLMC was established for the purpose of receiving shares from the Club to gain control over the Club; (2) certain members of the Club wanted to gain control of it because “they were unhappy with the direction of the Corporation as controlled by the shareholders of the Corporation”; (3) the transferred stock in question was “treasury stock”; (4) the transfer of treasury stock on July 18, 2002, was “no different from ‘reissuing’ the stock”; (5) although the board of directors has authority to run the Club, it gets this authority from the shareholders; (6) the directors did not have the authority to affect the ownership structure of the Club without the approval and consent of the shareholders; and (7) there was no consideration for the transfer.

[¶ 13] The Club and the WLMC then brought this appeal.

II. LEGAL ANALYSIS

[¶ 14] We review the record in the light most favorable to the trial court’s judgment to determine if its factual findings are supported by competent evidence. Botka v. S.C. Noyes & Co., 2003 ME 128, ¶15, 834 A.2d 947, 952. If any ambiguities exist, they are resolved in favor of the judgment. Id. We review “decisions regarding the meaning of a statute de novo” because statutory construction is a matter of law. Austin v. Austin,

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Bluebook (online)
2005 ME 71, 874 A.2d 885, 2005 Me. LEXIS 74, Counsel Stack Legal Research, https://law.counselstack.com/opinion/morison-v-wilson-lake-country-club-me-2005.