Opinion
C094127
09-05-2023
CALIFORNIA STATE GRANGE, Plaintiff and Respondent, v. PARADISE COMMUNITY GUILDS, Defendant and Appellant.
NOT TO BE PUBLISHED
(Super. Ct. No. 19CV02689)
DUARTE, ACTING P. J.
This action involves a property dispute between members of a nationwide fraternal organization that represents the interests of farmers. Defendant Paradise Community Guilds (Paradise Guilds) appeals from the judgment entered after the trial court granted summary judgment in favor of plaintiff California State Grange. The trial court determined that, under the "neutral principles of law approach," the California State Grange was entitled to hold in trust the property of Paradise Grange No. 490 (Paradise Grange) after its charter to the organization was revoked, including certain real property Paradise Grange (now known as Paradise Guilds) purportedly transferred to Paradise Guilds. In making this determination, the trial court found that Paradise Grange's charter was properly revoked and that it had not reorganized under grange law. On appeal, Paradise Guilds argues the judgment must be reversed for various reasons, including the trial court's failure to properly apply the neutral principles of law approach. We disagree and affirm the judgment.
FACTUAL AND PROCEDURAL BACKGROUND
Factual Background
The following facts are taken from a recent published opinion issued by this court and the evidence set forth in the papers filed in connection with the summary judgment motion. We summarize the evidence in the light most favorable to the party opposing summary judgment, in this case Paradise Guilds, resolving any doubts concerning the evidence in its favor. (Yanowitz v. L'Oreal USA, Inc. (2005) 36 Cal.4th 1028, 1037.)
At the outset, we note that the underlying material facts, including the contents of the governing organizational documents, were undisputed. The principal issues addressed on summary judgment concerned whether the rules set forth in the organizational documents applied to Paradise Guilds and whether there were triable issues of material fact as to certain affirmative defenses asserted by Paradise Guilds.
The Basic Structure and Relevant Laws of the Fraternal Organization
The National Grange of the Order of Patrons of Husbandry (Order) is a voluntary fraternal organization formed in 1867 to represent the interests of America's farmers. (National Grange of Order of Patrons of Husbandry v. California Guild (2017) 17 Cal.App.5th 1130, 1135 (California Guild).) The Order has a multitiered, hierarchical structure and representative form of government that is prescribed by its digest of laws--particularly, a constitution and the bylaws of the Order's National Grange. (Ibid.)
Although the Order of Patrons of Husbandry is commonly referred to as the "Grange," we will refer to it here as the Order to distinguish the organization itself from its divisions, which consist of the National Grange and various constituent granges.
The Order is comprised of various levels or divisions, including junior granges and subordinate granges (which are membership granges), Pomona granges (which are district membership granges), state granges (which are state delegate bodies), and the National Grange, which, like each state grange, is a delegate body. (California Guild, supra, 17 Cal.App.5th at pp. 1135-1136.)
At the highest level, the National Grange is the" 'controlling and supreme law making division of the Order'" from which body all other granges" 'derive their rights and powers.'" (California Guild, supra, 17 Cal.App.5th at p. 1135.) Under the Order's constitution, the National Grange has the right and power to adopt laws for the organization, administration and regulation of granges within the Order, including laws limiting, defining, and regulating the powers of constituent granges. (Ibid.) The National Grange's digest of laws or rules are binding on all divisions of the Order, including subordinate granges. The National Grange, which meets annually, is principally composed of the "masters," who are the highest-ranking officers of the various state granges. (Ibid.)
The next level of the Order's hierarchy consists of the various state granges, which may adopt rules that are binding on all divisions of the state grange (e.g., subordinate granges within the state), so long as the rules do not conflict with the National Grange's rules. (California Guild, supra, 17 Cal.App.5th at p. 1136.) Like the National Grange, the California State Grange has a constitution and bylaws, which are published as part of a digest of laws or rules. (Ibid.) Each state grange is principally composed of the masters of the active subordinate and Pomona granges within the jurisdiction of the state grange. (Ibid.)
The local level of the Order is made up of the subordinate granges. Each subordinate grange may adopt its own rules, so long as those rules do not conflict with the National Grange's rules or the rules of the state grange having jurisdiction over the subordinate grange. Under the National Grange's rules, a subordinate grange is formed as a constituent part or division of the Order when it receives a charter from the National Grange; an entity is not and may not operate as a grange until it receives a charter. While a subordinate grange may incorporate after it receives a charter, its relationship to the Order is unchanged following incorporation. An incorporated subordinate grange's articles of incorporation and bylaws must conform to the Order's constitution and the articles of incorporation, bylaws, and grange laws adopted by the National Grange.
Under the Order's constitution, all charters are issued by the National Grange based upon the promise that the members of the constituent grange" 'will faithfully comply with the Constitution of the Order, the Articles of Incorporation, By-Laws and Grange Laws and Usage of the various Granges of the divisions of the Order as from time to time adopted.'" (California Guild, supra, 17 Cal.App.5th at pp. 1135-1136.) The rules of the National Grange and the California State Grange provide that all members and elected officers of a subordinate grange must agree, at the time of election to membership or installation in office, to faithfully comply with the rules of the Order as adopted from time to time, including the National Grange's digest of laws, the California State Grange's digest of laws, and the bylaws of the subordinate grange. Under the National Grange's rules, all elected officers of a subordinate grange have the duty to ensure that the rules of the Order are observed and obeyed.
The National Grange's rules set forth the procedure that a subordinate grange must follow to sell, encumber, or transfer property. When such a transaction occurs, the National Grange's rules provide that the proceeds must be retained by the Order.
Under the National Grange's rules, the master of the National Grange has the authority to suspend or revoke the charter of a state grange. (See California Guild, supra, 17 Cal.App.5th at pp. 1137-1138.) Likewise, under the California State Grange's rules, the master of the California State Grange has the authority to suspend or revoke the charter of a subordinate grange under its jurisdiction. The master is authorized to revoke a subordinate grange's charter in certain specified circumstances, including when a subordinate grange" 'is working in violation of the law and usages of the Order'" or when the subordinate grange has failed to pay its dues for one or more quarters, and the master determines that" 'the good of the Order requires'" revocation.
A subordinate grange may not operate after its charter has been revoked. When a subordinate grange's charter is revoked, the National Grange's rules provide that it becomes inactive and its right, title, and interest in all real and personal property becomes the property of the state grange having jurisdiction over the subordinate grange. The state grange must hold such property in trust for the benefit of the inactive grange until it reorganizes under grange law. If an inactive grange is reorganized within seven years, all property held in trust for that grange reverts to the reorganized grange. We refer to this rule, which was added to the National Grange's bylaws in 1987, as the "transfer of property rule."
A subordinate grange may challenge the decision revoking its charter. However, neither the National Grange's rules nor the California State Grange's rules authorize a subordinate grange to unilaterally disaffiliate or separate from the Order.
Paradise Grange
In 1932, Paradise Grange, an existing unincorporated association, received a charter from the National Grange. In 1949, Paradise Grange reorganized as a nonprofit corporation under California law. The articles of incorporation provided that Paradise Grange was a member of the California State Grange, and that Paradise Grange's constitution and bylaws (and any subsequent amendments made thereto) must be in conformity with the rules and regulations of the California State Grange.
In 1952, Paradise Grange acquired 5704 Chapel Drive, Paradise, California (the Paradise Property or property), which is the property at issue in this case. Title to the property was held in the name of Paradise Grange, a California corporation. Paradise Grange's hall, which was located on the property, was dedicated to the Order in 1983 and destroyed by a wildfire in 2018.
After Paradise Grange received a charter from the National Grange, it adopted bylaws and from time to time thereafter amended those bylaws, which became effective after they were approved by the master of the California State Grange. The bylaws in effect at the time of the events giving rise to this action were approved in 1999--12 years after the National Grange's digest of laws was amended to add the transfer of property rule. Of particular relevance here, Paradise Grange's bylaws provided that, as a qualification for membership, all members and elected officers of Paradise Grange were required to agree to comply with rules of the Order at all levels (e.g., the National Grange's digest of laws), as from time to time adopted. The bylaws also included a transfer of property rule similar to the rule adopted by the National Grange in 1987.
Prior Litigation Involving the California State Grange
The present case is related to an earlier action concerning a property dispute between the National Grange and the California State Grange, which we briefly summarize next. (See California Guild, supra, 17 Cal.App.5th at pp. 1137-1139 [describing the events leading up to the property dispute between the National Grange and the California State Grange].)
The California State Grange received a charter from the National Grange in 1873 and participated as a subordinate and constituent part of the Order from that time through 2012. (California Guild, supra, 17 Cal.App.5th at p. 1136.) From 1873 until 1946, the California State Grange operated as an unincorporated association, and in 1946, it reorganized as a nonprofit mutual benefit corporation under California law. (Ibid.)
In August 2012, the master of the National Grange suspended the master of the California State Grange based on various charges. (California Guild, supra, 17 Cal.App.5th at p. 1138.) Thereafter, the master of the California State Grange and the majority of its executive committee refused to acknowledge the suspension or the authority of the master's replacement, taking the position that the master of the National Grange acted without authority to order the suspension. (Ibid.)
In September 2012, the National Grange suspended the California State Grange's charter on the ground that it was" 'working in violation of the law and usages of the Order'" (California Guild, supra, 17 Cal.App.5th at p. 1138), and in October 2012, the National Grange filed a complaint for declaratory and injunctive relief against the suspended California State Grange and the members of its executive committee who voted not to honor the suspensions (id. at p. 1139).
In April 2013, the master of the National Grange revoked the California State Grange's charter on the basis that the grange was "work[ing] in violation of the law and usages of the Order and show[ed] no desire to abide by the rules of the Order." (California Guild, supra, 17 Cal.App.5th at p. 1139.) The California State Grange did not appeal the decision revoking its charter. (Ibid.)
In July 2013, the National Grange filed an amended complaint, alleging that with the revocation of the California State Grange's charter, the property of the California State Grange became the property of the National Grange to hold in trust until the California State Grange reorganized under grange law. (California Guild, supra, 17 Cal.App.5th at p. 1139.) The National Grange sought declaratory relief as to whether it had the authority to revoke the California State Grange's charter and compel it to turn over its property under the National Grange's bylaws. (Ibid.)
In October 2013, the California State Grange approved a new set of bylaws, which purported to reflect that it was no longer affiliated with any national organization. (California Guild, supra, 17 Cal.App.5th at p. 1140.) In November 2013, the executive committee of the California State Grange sent a" 'Position Statement'" to the National Grange, noting" 'the revocation of our fraternal relationship'" the previous year and announcing that it had amended its bylaws to acknowledge that it was" 'no longer affiliated with the National Grange.'" (Ibid.) Thereafter, this "unaffiliated organization" refused to relinquish possession and control of the California State Grange's property to the National Grange.
In February 2014, a number of subordinate granges within California organized a new corporation--the new California State Grange. (California Guild, supra, 17 Cal.App.5th at p. 1140.) In July 2014, the National Grange granted a charter to the new corporation. (Ibid.) This entity was the same entity that had existed since the California State Grange first received its charter from the National Grange in 1873. For purposes of clarity, we refer to this entity hereafter as the new California State Grange to distinguish it from the predecessor entity--the old California State Grange.
In October 2014, the new California State Grange and its master intervened in the litigation between the National Grange and the old California State Grange. (California Guild, supra, 17 Cal.App.5th at p. 1140, fn. 5.)
In February 2015, the National Grange filed a second amended complaint, seeking declarations to the effect that the old California State Grange had no right to possess or control grange property in California, and that all real and personal property possessed or controlled by the old California State Grange must be transferred to the new California State Grange under grange law. (California Guild, supra, 17 Cal.App.5th at pp. 11401141.)
In September 2015, after a third amended complaint was filed, the trial court granted summary judgment in favor of the National Grange, declaring (among other things) that the property belonging to the old California State Grange" 'should revert to possession and/or control'" of the new California State Grange under the bylaws of the National Grange. (California Guild, supra, 17 Cal.App.5th at pp. 1142-1143.)
In 2016, after a federal court ruled that the old California State Grange was prohibited from using the name "Grange" under trademark law, the old California State Grange changed its name from the California State Grange to the California Guild.
In November 2017, a panel of this court affirmed the trial court's order granting summary judgment in favor of the National Grange against the California Guild. (California Guild, supra, 17 Cal.App.5th at pp. 1163-1164.)
In November 2019, a stipulated judgment was entered in the trial court in favor of the new California State Grange. Among other things, the judgment provided that the real and personal property of the old California State Grange belonged to the new California State Grange, the officers of the California Guild were not directors or officers of the new California State Grange, and the new California State Grange was required to amend its articles of incorporation to restore the provisions changed by the California Guild in filings made in 2016, 2018, and 2019.
The Events Leading Up to the Filing of the Present Action
Meanwhile, in September 2016, Paradise Grange amended its articles of incorporation to change its name from Paradise Grange to Paradise Guilds. The new California State Grange was not notified of this amendment and did not authorize it. In changing its name, Paradise Grange did not comply with the procedures set forth in the National Grange's rules.
In April 2017, the master of Paradise Guilds caused a grant deed to be recorded, which purportedly transferred title of the Paradise Property from Paradise Grange to Paradise Guilds. The new California State Grange was not notified of and did not authorize this transfer, which did not comply with the procedures set forth in the National Grange's rules or the rules of the new California State Grange.
In August 2017, Paradise Guilds amended its articles of incorporation to remove references to the California State Grange, and to reflect that Paradise Guilds was a member of the California Guild and that Paradise Guilds's constitution and bylaws were required to be in conformity with the rules and regulations of the California Guild. In other words, Paradise Guilds amended its articles of incorporation to reflect that it was not a constituent part of the new California State Grange.
In late August 2019, the master of the new California State Grange revoked Paradise Grange's charter. In the letter revoking the charter, the master of the new California State Grange stated that revocation was based on Paradise Grange's failure to pay dues "since at least September 2012," and because the 2016 and 2017 amendments to Paradise Grange's articles of incorporation violated the "law and usages of the Order." The letter explained that the amendments, which included a name change from Paradise Grange to Paradise Guilds, removing provisions stating that Paradise Grange was a member of the California State Grange, and removing provisions requiring Paradise Grange's constitution and bylaws to be in conformity with the new California State Grange, were not reported to or authorized by the new California State Grange, were not permitted under the rules of the Order, and violated numerous rules of the Order, including the National Grange's digest of laws. The letter further explained that the master of the new California State Grange determined that revocation of Paradise Grange's charter was for the good of the Order, "as the deficiencies described . . . do not appear capable of being remedied." The letter noted that the National Grange's transfer of property rule required Paradise Grange to transfer its real and personal property to the new California State Grange to be held in trust for seven years or until the grange was reorganized under grange law, whichever occurred first.
Several days later, on September 3, 2019, the new California State Grange (via a letter written by its counsel) demanded that Paradise Guilds "turn over" all grange property, including the Paradise Property and funds held in bank accounts. Paradise Guilds did not respond to this letter.
Procedural Background
One week after Paradise Grange's charter was revoked, the new California State Grange filed this action against Paradise Guilds. The complaint alleged various causes of action, including a declaratory relief claim seeking the following declarations: the new California State Grange had the right and authority to revoke Paradise Grange's charter; the new California State Grange was the rightful owner of the property belonging to Paradise Grange; the new California State Grange was entitled to control Paradise Grange; and Paradise Guilds had no right to possess the property belonging to Paradise Grange or to control that entity.
In November 2020, the new California State Grange moved for summary judgment, arguing that such relief was warranted under the neutral principles of law approach used for resolving property disputes between members of a hierarchical organization. As for its declaratory relief claim, the new California State Grange argued the undisputed evidence showed that, upon the revocation of Paradise Grange's charter, the governing rules of the Order provided that the property of Paradise Grange belonged to the new California State Grange, the new California State Grange was entitled to control Paradise Grange's nonprofit corporation, and Paradise Guilds's attempts to divert Paradise Grange's property to Paradise Guilds were null and void. Paradise Guilds opposed the motion.
The new California State Grange also moved for summary judgment on a separate, independent theory. The trial court did not address this theory in its order granting summary judgment. As we explain post, we need not and do not consider the merits of this theory.
In February 2021, after a hearing, the trial court granted summary judgment in favor of the new California State Grange, concluding that such relief was proper under the neutral principles of law approach. Among other things, the court found that, based on the undisputed evidence, including the governing rules of the Order, the property of Paradise Grange belonged to the new California State Grange upon the revocation of Paradise Grange's charter and that Paradise Guilds was in wrongful possession of the Paradise Property and had wrongfully taken and refused to relinquish control over
Paradise Grange's funds ($192,370,14). In granting summary judgment, the court summarily overruled the evidentiary objections of Paradise Guilds.
While this appeal was pending, the new California State Grange asked us to take judicial notice of various trial court rulings issued in purportedly similar cases. We now deny that request. These rulings are not relevant or helpful to our de novo review of the trial court's order granting summary judgment. (Deveny v. Entropin, Inc. (2006) 139 Cal.App.4th 408, 418.)
DISCUSSION
I
Standard of Review
Summary judgment is properly granted if there is no triable issue of material fact and the moving party is entitled to judgment as a matter of law. (Code of Civ. Proc., § 437c, subd. (c) ; Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843.) A plaintiff moving for summary judgment meets its burden if it shows there is no defense to a cause of action by proving each element of the cause of action entitling it to judgment on that cause of action. (§ 437c, subd. (p)(1); see Aguilar, at p. 849.) A moving plaintiff, however, need not disprove any defense asserted by the defendant. (Aguilar, at p. 853; City of Monterey v. Carrnshimba (2013) 215 Cal.App.4th 1068, 1081.) If the plaintiff meets its burden, the defendant must set forth specific facts showing a triable issue of material fact exists as to the cause of action or a defense thereto. (§ 437c, subd. (p)(1); see Aguilar, at p. 849.) A triable issue of material fact exists if the evidence and inferences therefrom would allow a reasonable juror to find the underlying fact in favor of the party opposing summary judgment. (Aguilar, at p. 850.)
Further undesignated statutory references are to the Code of Civil Procedure.
We independently review the trial court's decision to grant a motion for summary judgment. (Yanowitz v. L'oreal USA, Inc., supra, 36 Cal.4th at p. 1037.) In doing so, we apply the same three-step analysis required of the trial court. (Mosley v. Pacific Specialty Ins. Co. (2020) 49 Cal.App.5th 417, 422.) First, "we identify the issues framed by the pleadings because the court's sole function on a motion for summary judgment is to determine from the submitted evidence whether there is a 'triable issue as to any material fact' [citation], and to be 'material' a fact must relate to some claim or defense in issue under the pleadings [citation]." (Zavala v. Arce (1997) 58 Cal.App.4th 915, 926, italics omitted.) Second, we determine whether the moving party has met its statutory burden of proof. (Ibid.) Third, if the moving party has met its statutory burden of proof, we determine whether the opposing party has demonstrated the existence of a triable issue of material fact. (Ibid.) "We need not defer to the trial court and are not bound by the reasons in its summary judgment ruling; we review the ruling of the trial court, not its rationale." (Oakland Raiders v. National Football League (2005) 131 Cal.App.4th 621, 630.)
Our review is governed by a fundamental principle of appellate procedure, namely, that" '[a] judgment or order of the lower court is presumed correct,'" and thus," 'error must be affirmatively shown.'" (Denham v. Superior Court (1970) 2 Cal.3d 557, 564; see also Jameson v. Desta (2018) 5 Cal.5th 594, 609.) Under this principle, Paradise Guilds bears the burden of establishing error on appeal, even though the new California State Grange had the burden of proof before the trial court. (Frank & Freedus v. Allstate Ins. Co. (1996) 45 Cal.App.4th 461, 474.) For this reason, our review is limited to contentions adequately raised and supported in Paradise Guilds's brief. (Christoff v. Union Pacific Railroad Co. (2005) 134 Cal.App.4th 118, 125-126.) We are not bound to develop arguments for Paradise Guilds (In re Marriage of Falcone & Fyke (2008) 164 Cal.App.4th 814, 830) or to examine undeveloped claims of error (Paterno v. State of California (1999) 74 Cal.App.4th 68, 106).
II
Neutral Principles of Law Approach
Paradise Guilds contends reversal is required because the trial court improperly applied the neutral principles of law approach. We disagree.
A. Applicable Legal Principles
To resolve internal property disputes between members of a fraternal or religious organization, California courts use the neutral principles of law approach, which involves the application of principles of law developed for use in all such disputes. (Episcopal Church Cases (2009) 45 Cal.4th 467, 485; California Guild, supra, 17 Cal.App.5th at p. 1150.) Under the neutral principles approach, courts consider various elements, including the entity holding title to the property in dispute, the articles of incorporation and rules of the local and general entity (i.e., constitution and bylaws), and any relevant statutory law. (California Guild, at pp. 1150, 1155-1159; see also Episcopal Church Cases, supra, 45 Cal.4th at pp. 473, 485.)
In California Guild, a panel of this court applied the neutral principles approach to a property dispute between the National Grange and the California Guild (i.e., the old California State Grange). On appeal, we identified the "dispositive issue" as "whether, under the undisputed facts presented to the trial court, that court erred in summarily declaring-in essence-that upon revocation of the old California State Grange's charter, all right, title, and interest to the real and personal property then owned by the old California State Grange passed to the National Grange pursuant to the bylaws of the National Grange, to be held in trust until the new California State Grange was chartered." (California Guild, supra, 17 Cal.App.5th at pp. 1149-1150.) After considering the elements of the neutral principles approach, we agreed with the trial court that the transfer of the old California State Grange's property to the National Grange was required. (Id. at pp. 1155-1159.)
In so concluding, we determined that no California statute prevented us from construing together all the various provisions from the National Grange's digest of laws and from the old California State Grange's articles of incorporation, constitution, and bylaws. (California Guild, supra, 17 Cal.App.5th at p. 1159.) We further determined that such provisions, read as a whole, indicated: "(1) the old California State Grange was subject to the bylaws of the National Grange, as amended from time to time; (2) the bylaws of the National Grange that took effect before the [property] dispute arose between the National Grange and the old California State Grange gave the national Master the power to revoke the old California State Grange's charter; and (3) under those same bylaws, upon revocation of that charter, the property of the old California State Grange was to be retained by the Order and held in trust by the National Grange until the State Grange was reorganized pursuant to Grange law." (Ibid.) Finally, we determined that there was clear and convincing evidence (in the form of the provisions in the governing organizational documents) to rebut the presumption under Evidence Code section 662 that the old California State Grange held beneficial title to certain real property because it was the record owner of that property. (Id. at pp. 1159-1160, fn. added.)
Evidence Code section 662 provides: "The owner of the legal title to property is presumed to be the owner of the full beneficial title. This presumption may be rebutted only by clear and convincing proof."
B. Analysis
Here, the trial court concluded that, under the neutral principals of law approach, the property belonging to Paradise Grange passed to the new California State Grange upon the revocation of Paradise Grange's charter. Considering the elements of the neutral principles approach, including the provisions in the governing organizational documents detailed ante, we agree that Paradise Grange was required to transfer its property to the new California State Grange, for the reasons stated in California Guild, supra, 17 Cal.App.5th at pages 1155-1156, 1159-1161. We adopt and follow the sound reasoning of California Guild, as the circumstances of that case are analogous to the circumstances presented here. Indeed, the undisputed evidence before the trial court in this case, in the form of National Grange's digest of laws, the new California State Grange's digest of laws, and Paradise Grange's bylaws, showed that Paradise Grange was subject to the bylaws of the National Grange and the new California State Grange, and that under those same bylaws, the master of the new California State Grange had the authority to revoke Paradise Grange's charter and, upon revocation of the charter, the property of Paradise Grange was to be transferred to the new California State Grange and held in trust until Paradise Grange reorganized pursuant to grange law. The evidence also showed that Paradise Grange's bylaws in effect at the time of the events giving rise to the instant property dispute provided for the transfer of its property to the new California State Grange upon the revocation of its charter. Paradise Guilds does not cite any statute or other authority convincing us that a contrary result is warranted under the neutral principles of law approach. And we are unpersuaded by its attempt to distinguish California Guild. In our view, the reasoning of California Guild is dispositive here. As we next explain, we find no merit in the various arguments Paradise Guilds advances in support of reversal.
To the extent we do not specifically address arguments raised in Paradise Guilds's opening brief, it is because the arguments are undeveloped and therefore forfeited. (Los Angeles Unified School Dist. v. Torres Construction Corp. (2020) 57 Cal.App.5th 480, 497-498.).
In the trial court, Paradise Guilds did not dispute the contents of the organizational documents relied on by the new California State Grange. Instead, it argued that the rules set forth in those documents did not apply because "[t]he California State Grange referred to in the 1999 Paradise Grange by-laws had its charter suspended in 2012 and revoked in 2013 by the National Grange thereby severing both the [old] California State Grange and . . . Paradise Grange/Paradise . . . Guilds . . . from the [Order]." According to Paradise Guilds, at the time of the events giving rise to this action, neither Paradise Grange nor Paradise Guilds had a legal relationship with the new California State Grange. In granting summary judgment, the trial court correctly rejected this argument, which (although not entirely clear) Paradise Guilds appears to renew on appeal.
Nothing in the governing documents of the Order supports the conclusion that Paradise Grange was no longer a constituent part of the Order upon the revocation of the old California Grange's charter. Nor has Paradise Guilds cited any authority holding as much. Under the National Grange's rules, the old California State Grange became an inactive grange upon the revocation of its charter, which was subject to reinstatement to active status after reorganization under grange law. The governing documents of the Order did not require dissolution of the old California State Grange or any of the subordinate granges under its jurisdiction (e.g., Paradise Grange); rather, the National Grange's rules provided that the old California State Grange's property would be held in trust by the National Grange pending reorganization of a new state grange. The National Grange's rules further provided that, upon revocation of the old California State Grange's charter, the National Grange was delegated the powers of the old California State Grange.
In its opening brief, Paradise Guilds repeats various other arguments rejected by the trial court, including its contention that this is a forfeiture action and that forfeiture cannot be imposed on an "innocent party" such as Paradise Guilds who did not have a contractual or legal relationship with the new California State Grange. This argument has no merit for the reasons we just explained. Further, it is premised in part on the erroneous assumption that Paradise Grange was entitled to unilaterally "disaffiliate" or separate from the Order, including amending its articles of incorporation in 2016 and 2017 to change its name to Paradise Guilds, to remove language stating that it was a member of the new California State Grange, and to add language indicating that it was a member of the California Guild and that its constitution and bylaws must be in conformity with the rules and regulations of the California Guild. Nothing in the governing documents of the Order authorized such "disaffiliation" or gave Paradise Grange the right to disregard grange law. Paradise Guilds cites no authority holding otherwise. Additionally, the 2016 and 2017 amendments to Paradise Grange's articles of incorporation were ineffective, as they were not approved by the master of the new California State Grange, as required under grange law.
In its opening brief, Paradise Guilds claims for the first time that the new California State Grange improperly sought to obtain its property, as it is "a legal stranger to the Grange hierarchy." Paradise Guilds argues, without any meaningful legal analysis, that summary judgment was improperly granted because it is an incorporated entity that is not the successor to the unincorporated association (Paradise Grange) that received a charter from the National Grange in 1932. According to Paradise Guilds, it is the successor to the Paradise Grange entity that incorporated in 1949 and did not receive a charter from the National Grange. This belated and undeveloped argument is forfeited. (Meridian Financial Services, Inc. v. Phan (2021) 67 Cal.App.5th 657, 699.) In any event, it fails on the merits. The record discloses that Paradise Grange, an existing unincorporated association, received a charter from the National Grange in 1932. In 1949, Paradise Grange reorganized as a nonprofit corporation under California law. Nothing in the record supports Paradise Guilds's contention that there were two separate Paradise Grange entities following Paradise Grange's incorporation, one holding a charter (the unincorporated association) and the other without a charter (the nonprofit corporation).
Equally without merit is Paradise Guilds's contention that it was not subject to the "draconian forfeiture provisions" of grange law because neither it nor Paradise Grange consented or affirmatively agreed to a "forfeiture clause." We rejected a similar argument in California Guild and do so here, for similar reasons. (See California Guild, supra, 17 Cal.App.5th at pp. 1161-1162.) From its very creation by the charter the National Grange granted it, Paradise Grange agreed to be bound by the National Grange's rules, including any rules adopted thereafter. As previously indicated, under the National Grange's bylaws, all charters are issued based upon the promise that the members of the grange "will faithfully comply with the Constitution of the Order, the Articles of Incorporation, By-Laws and Grange Laws and Usage of the various Granges of the divisions of the Order as from time to time adopted." Thus, Paradise Grange voluntarily agreed from the beginning of its existence to be part of the Order and to comply with the National Grange's rules, including any amendments to the National Grange's bylaws. (See California Guild, supra, 17 Cal.App.5th at p. 1161 ["the very fact that the old California State Grange was a chartered division of the Order required the members of the old California State Grange to faithfully comply with the National Grange's bylaws"].) For its part, Paradise Guilds has failed to articulate a valid basis for concluding that it was not subject to the National Grange's transfer of property rule, which was included in Paradise Grange's bylaws in effect at the time of the events giving rise to this case. We have reviewed the cases cited by Paradise Guilds in support of its consent to forfeiture argument and find them inapposite. Each of the cases is distinguishable and therefore of no assistance to Paradise Guilds.
III
Remaining Contentions
As we will explain, we also reject the remaining contentions raised by Paradise Guilds, which we address in turn next.
A. Evidentiary Rulings
Paradise Guilds first challenges the trial court's blanket evidentiary ruling, arguing the court prejudicially erred by summarily overruling all its evidentiary objections "without reasoned analysis of the merits."
Although we agree that a blanket evidentiary ruling in the context of a summary judgment motion is generally not helpful to the parties or the reviewing court, (Twenty-Nine Palms Enterprises Corp. v. Bardos (2012) 210 Cal.App.4th 1435, 1447), we see no basis for reversal. We need not decide whether the trial court committed evidentiary error because we find that Paradise Guilds has not carried its burden to show prejudice by " 'spelling out in [its] brief exactly how the error caused a miscarriage of justice.'" (County of Los Angeles v. Nobel Ins. Co. (2000) 84 Cal.App.4th 939, 945; see Carnes v. Superior Court (2005) 126 Cal.App.4th 688, 694 [reversal not required because plaintiff failed to show she was "prejudiced by the trial court's adoption of evidentiary rulings proposed by defendant's attorneys"].) In order to demonstrate prejudice from the asserted evidentiary errors, Paradise Guilds bears the burden to describe the challenged evidence, including how it related to the issues in dispute, and then explain why its exclusion would have created a "reasonable probability" that a result more favorable to it would have been reached in the absence of the error. (Twenty-Nine Palms Enterprises Corp. v. Bardos, at p. 1449.) Paradise Guilds failed to undertake this analysis in its opening brief. It made no effort to explain how it was prejudiced by the asserted evidentiary errors. And, in any event, we discern no prejudice.
In its opening brief, Paradise Guilds discusses only some of the evidence it sought to exclude in connection with the summary judgment motion. We have reviewed that evidence and fail to see how exclusion would have precluded summary judgment.Under the undisputed facts presented to the trial court, including the provisions in the governing documents of the Order, there was no triable issue of material fact as to whether the property of Paradise Grange passed to the new California State Grange upon the revocation of Paradise Grange's charter. Nor was there a triable issue of material fact as to whether Paradise Guilds was in wrongful possession of the Paradise Property and had wrongfully taken and refused to relinquish control over Paradise Grange's funds and other property. The result in this case, as in California Guild, was largely dictated by the meaning of the relevant provisions in the governing documents. The meaning and interpretation of those provisions presented questions of law.
Paradise Guilds's assertion that Paradise Grange sent a letter to the National Grange in November 2013 stating that Paradise Grange was no longer affiliated with the National Grange is unsupported; the record reflects that this letter was written by the executive committee of the old California State Grange, not Paradise Grange.
Even were we to conclude the challenged evidence should have been excluded, the record does not disclose any legal error or the existence of a triable issue of material fact precluding summary judgment. In its reply brief, Paradise Guilds attempts to show prejudice from the asserted evidentiary errors for the first time by arguing that: "[I]t is reasonably likely that, in the absence of the[] [evidentiary] errors, the trial court would not have prematurely reached the issues of whether the 'neutral-principles' doctrine and the precedent of National Grange were applicable here. [Citation.] Had the objections been sustained, there would have been no evidence that Paradise had the ability to, or actually did, participate in changes to the Charter that enacted the forfeiture provisions. [Citation.] Along the same lines, it is reasonably probable that, had the predetermination not been made that Paradise was a chartered member of the Grange, the trial court would have instead discussed and ruled on Paradise's dispositive arguments concerning property forfeiture [citation], adverse possession, laches, and estoppel [citation]. The net effect requires the reversal of summary judgment." Even were we to consider this belated argument (see Save the Sunset Strip Coalition v. City of W. Hollywood (2001) 87 Cal.App.4th 1172, 1181, fn. 3 [absent justification for failing to present an argument earlier, we will not consider an issue raised for the first time in a reply brief]), this conclusory recitation does not affirmatively demonstrate prejudice.
B. Affirmative Defenses
Paradise Guilds next argues summary judgment was improperly granted because there were triable issues of material fact as to its affirmative defenses of laches, equitable estoppel, and adverse possession. Paradise Guilds contends the trial court erred by implicitly rejecting its contention that summary judgment was precluded on this basis.
As pointed out by Paradise Guilds, the trial court did not specifically address Paradise Guilds's affirmative defenses in the order granting summary judgment.
1. Laches and Equitable Estoppel
Paradise Guilds initially claims there were triable issues of material fact as to its affirmative defenses of laches and equitable estoppel. In support of this claim, it argues that the California State Grange's seven-year delay in revoking Paradise Grange's charter after it stopped paying dues in September 2012 was unreasonable and caused prejudice in the form of expenses related to the Paradise Property (e.g., repairs, property taxes) that Paradise Guilds would not have incurred had it known its property "might be taken." It adds the court erred by "ignor[ing] evidence that State Grange's actions (and inaction) lulled [Paradise Grange] and/or Paradise [Guilds] into a false belief it would never be subject to claims against its Property, incurring substantial financial costs to Paradise's detriment."
a. Laches
"Laches is an equitable time limitation on a party's right to bring suit, resting on the maxim that 'equity aids the vigilant, not those who sleep on their rights.'" (Magic Kitchen LLC v. Good Things Internat., Ltd. (2007) 153 Cal.App.4th 1144, 1156.) The elements required to support a defense of laches include "unreasonable delay in bringing suit 'plus either acquiescence in the act about which plaintiff complains or prejudice to the defendant resulting from the delay.'" (Miller v. Eisenhower Medical Center (1980) 27 Cal.3d 614, 624; see Johnson v. City of Loma Linda (2000) 24 Cal.4th 61, 77.)"' "A defendant has been prejudiced by a delay when the assertion of a claim available some time ago would be 'inequitable' in light of the delay in bringing that claim . . . [and] ensues when a defendant has changed his position in a way that would not have occurred if the plaintiff had not delayed." '" (Magic Kitchen LLC, at p. 1161.) If the delay has caused no material change "in statu quo, ante," or in the way things were before, the defendant has not suffered prejudice. (Wells Fargo Bank v. Goldzband (1997) 53 Cal.App.4th 596, 632.)
We see no basis for reversal here. Paradise Guilds has not demonstrated the existence of a triable issue of material fact as to unreasonable delay, acquiescence, or prejudice. This action was filed one week after the new California State Grange revoked Paradise Grange's charter. The action seeks relief from Paradise Guilds's failure to relinquish possession and control of Paradise Grange's property after Paradise Grange's charter was revoked. Paradise Guilds has not pointed to any evidence in the record showing that the new California State Grange acquiesced to this conduct or to the conduct giving rise to the revocation of Paradise Grange's charter, which (as noted ante) was based on Paradise Grange's/Paradise Guilds's failure to pay dues for at least 27 quarters and the unauthorized amendments to Paradise Grange's articles of incorporation in 2016 and 2017 reflecting Paradise Grange's purported disaffiliation from the Order. There is nothing in the record indicating that the new California State Grange agreed or acquiesced to these amendments; indeed, Paradise Guilds does not argue otherwise. Further, Paradise Guilds failed to demonstrate the existence of a triable issue of material fact as to whether it was prejudiced by the new California State Grange's delay in revoking Paradise Grange's charter. At all relevant times prior to the revocation of the charter, Paradise Grange or Paradise Guilds held title to the Paradise Property and was responsible for the expenses related to that property. Thus, any harm to Paradise Guilds was not due to the new California State Grange's delay in revoking the charter.
Contrary to Paradise Guilds's contention, the fact that Paradise Grange's charter was not revoked for many years after it stopped paying dues in September 2012, does not compel reversal. Failure to pay dues was only one of the reasons relied upon by the new California State Grange in revoking Paradise Grange's charter. Moreover, while Paradise Grange's charter could have been revoked on this basis at some point in 2014 after the new California Grange received its charter from the National Grange upon reorganization, revocation was not required under grange law. Under the rules of the Order, the master of the new California State Grange had the authority to revoke Paradise Grange's charter for failure to pay dues for one or more quarters, so long as the master determined that "the good of the Order" would be served by such action.
b. Equitable Estoppel
" 'The doctrine of equitable estoppel is founded on notions of equity and fair dealing and provides that a person may not deny the existence of a state of facts if that person has intentionally led others to believe a particular circumstance to be true and to rely upon such belief to their detriment.'" (Krolikowski v. San Diego City Employees' Retirement System (2018) 24 Cal.App.5th 537, 564.) There are four elements of equitable estoppel: (1) the party to be estopped must be apprised of the facts; (2) that party must intend that its conduct shall be acted upon, or must so act that the party asserting estoppel had a right to believe it was so intended; (3) the party asserting estoppel must be ignorant of the true state of facts; and (4) the party asserting estoppel must rely upon the conduct to its injury. (Id. at pp. 564-565; D'Egidio v. City of Santa Clarita (2016) 4 Cal.App.5th 515, 532.)
As an initial matter, we conclude Paradise Guilds has forfeited its equitable estoppel claim due to its inadequate appellate briefing. The briefing fails to identify the elements of equitable estoppel and provide meaningful legal analysis, supported by citations to material facts in the record, explaining why summary judgment was precluded. (Keyes v. Bowen (2010) 189 Cal.App.4th 647, 655; see Hodjat v. State Farm Mutual Automobile Ins. Co. (2012) 211 Cal.App.4th 1, 10 ["an appellant is required to not only cite to valid legal authority, but also explain how it applies in his case"].) It is not an appellate court's responsibility to develop an appellant's arguments. (Alvarez v. Jacmar Pacific Pizza Corp. (2002) 100 Cal.App.4th 1190, 1206, fn. 11.)
In any event, the claim has no merit. Paradise Guilds did not present evidence showing that the new California State Grange, by its conduct in deciding not to revoke Paradise Grange's charter for many years based on the failure to pay dues, intended for Paradise Grange and/or Paradise Guilds to believe it would never revoke Paradise Grange's charter for that reason. Nor did Paradise Guilds present evidence showing that it was unaware of the true state of facts; namely, that the governing documents of the Order permitted but did not require the new California State Grange to revoke Paradise Grange's charter based on the failure to pay dues. Moreover, there is nothing in record supporting the conclusion that the new California State Grange led Paradise Grange and/or Paradise Guilds to believe it would not revoke Paradise Grange's charter for the alternative reasons expressed in the revocation letter--the 2016 and 2017 amendments to Paradise Grange's articles of incorporation.
2. Adverse Possession
Finally, Paradise Guilds contends summary judgment was improperly granted because there were triable issues of material fact as to whether the doctrine of adverse possession applies.
To establish adverse possession, the claimant must prove (1) possession under claim of right or color of title, (2) actual, open, and notorious occupation of the premises constituting reasonable notice to the true owner, (3) possession which is adverse and hostile to the true owner, (4) continuous possession for at least five years, and (5) payment of all taxes assessed against the property during the five-year period. (Main Street Plaza v. Cartwright &Main, LLC (2011) 194 Cal.App.4th 1044, 1054.)
In its opening brief, Paradise Guilds only cites general legal principles (i.e., the elements of adverse possession) followed by a conclusory argument of error. Without elaboration, Paradise Guilds asserts: "The undisputed facts show Paradise has been in continuous ownership and possession of the property for over 70 years [citations], the ownership and occupancy has been actual, open, and notorious and to the exclusion of State Grange without its approval or license. [Citation.] Additionally, occupation has been hostile and in direct violation of Grange rules since [Paradise Grange] did not pay dues to the Grange for approximately seven years [i.e., since September 2012] [citations], with Paradise paying all the taxes on the Property for the statutory five-year period."
Paradise Guilds fails to provide legal analysis demonstrating that the mere failure to pay dues constituted adverse and hostile possession of the Paradise Property within the meaning of the adverse possession doctrine. Paradise Guilds has failed to demonstrate reversible error.
DISPOSITION
The judgment is affirmed. The California State Grange shall recover its costs on appeal. (Cal. Rules of Court, rule 8.278(a).)
We concur: Renner, J., Horst, J. [*]
[*] Judge of the Placer County Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.