Opinion
No. 57776-0-I.
May 7, 2007.
Appeal from a judgment of the Superior Court for King County, No. 04-2-09863-7, Mary Roberts, J., entered January 20, 2006.
Affirmed by unpublished opinion per Grosse, J., concurred in by Agid and Dwyer, JJ.
Delmas Parker challenges his expulsion from membership in the American Numismatic Association (ANA). Washington courts are reluctant to become involved in the internal affairs of private voluntary organizations such as the ANA. Our review of proceedings undertaken by private organizations is limited to whether the complainant received a fair hearing. Here, the facts reveal that Parker did receive a fair hearing. Thus, summary judgment dismissal of Parker's complaint was appropriate. We affirm.
FACTS
The ANA, a federally-chartered non-profit corporation, expelled Delmas Parker from its membership for failure to comply with an order by the ANA Board of Directors. The order directed Parker to comply with a mediated resolution of a complaint filed against him by two non-ANA members.
The two complainants, sisters Marta Farrelly and Ruth Pasley (together Farrelly), entered into a contract with Parker for the sale of their deceased father's collection of communion tokens. On June 12, 2001, Parker agreed to purchase the collection with an initial payment of $ 10,000 and five post-dated checks in the amount of $ 25,000 for a total of $ 135,000. The post-dated checks were to be cashed upon mutual agreement of the parties. Farrelly repeatedly requested permission to cash those checks, but Parker refused.
Farrelly and Parker had several conversations with varying promises to comply being made by Parker. Farrelly finally contacted a lawyer who threatened Parker with legal action if no payment was received by June 30, 2002. Once again, Parker failed to comply. Three months later, Farrelly filed a complaint with the ANA.
Parker promised to send two checks, one for $ 10,000 and one for $ 15, 000 in January 2002, after the New York show. This was memorialized in a letter Farrelly sent in April requesting in writing those payments.
The ANA notified Parker of the complaint on September 23, 2002. Parker responded, belatedly, on October 30, 2002. Parker's response indicated that he was having difficulty selling the tokens and was negotiating with Farrelly. On November 7, 2002, Parker and Farrelly reached an agreement. Parker agreed to return the remaining tokens in the collection and to pay $ 20,000 to Farrelly by January 31, 2003. It was further agreed that failure to meet that deadline would result in the agreement being null and void. The ANA asked both parties to notify it when the settlement was complete so that it could remove the matter from further consideration.
The ANA bylaws (and letter) required a response within 30 days. Article III, Section 4(c)(i).
The returned tokens were evaluated by Reverend Angus Sutherland, who originally valued the collection for Farrelly at $ 112,000. Reverend Sutherland noted that the tokens which were retained and/or sold by Parker were the most expensive and had a value of approximately $ 60,000. The new agreement with the parties required Parker to pay only a total of $ 30,000.
This amount incorporates the original $ 10,000 down payment and the promised $ 20,000.
Regardless, Parker failed to make the agreed payment at the appropriate time, rendering the agreement null and void. Farrelly then demanded $ 20,000 and 231 Irish tokens, with no duplicates, to be received by February 28, 2003. Parker denied that he owed anything other than the $ 20,000.
Upon learning that Parker failed to make the agreed upon payment, the ANA informed him that he needed to resolve the complaint by February 28 or it would be handled by the ANA's mediation process. Parker failed to resolve the complaint. The matter was reviewed by the Mediation Committee on March 7, 2003. The ANA notified Parker (1) that he was being placed on one year's membership probation, and (2) within 10 days he must either pay Farrelly $ 20,000 and return 231 Irish tokens or refund the $ 20,000 plus $ 9,089.30 (representing 18 percent interest).
Parker notified the ANA that he objected to the imposition of the interest and the date that it was imposed. The ANA set the time for the appeal in July 2003, but demanded that Parker pay the $ 20,000, which was undisputed, within ten days or risk expulsion. Parker failed to meet the deadline. On July 3, under threat of the loss of a table at the ANA's Baltimore show, Parker paid $ 21,000 into an escrow account with the ANA.
At the July 29 appeal hearing, the ANA Board heard arguments from both Farrelly and Parker. The ANA found in favor of Farrelly and released the $ 21,000 to Farrelly. The ANA also ordered Parker to pay an additional $ 9,000 to Farrelly within 30 days or he would be expelled from the ANA. Parker did not make the additional payment and was expelled from the ANA on October 2, 2003. On April 27, 2004, Parker brought suit against the ANA. The trial court granted summary judgment in favor of the ANA and dismissed Parker's complaint. Parker appeals.
ANALYSIS
Parker contends that his expulsion by the ANA was illegal, contrary to public policy, arbitrary and capricious, and in violation of the contractual relationship between the ANA and Parker as set forth in the bylaws.
Due Process
Parker raises a series of procedural and due process issues about the ANA's failure to comply with its bylaws. None of these issues has merit. Parker first contends that the complaint was untimely because Farrelly's complaint was filed more than 90 days after the occurrence as required by Article III, Section 4(b)(iii). Parker is incorrect. There was a series of interaction between the parties which culminated in Farrelly's attorney requesting payment. The complaint was filed on September 16, 2002, well within the 90 days of Parker's failure to comply with the request of Farrelly's attorney that payment be made by June 30, 2002.
Article III, Section 4(b)(iii) provides:
All complaints filed by Complainants shall be filed within 90 days of the occurrence of the actions complained of or the Complainant becoming aware of the actions giving rise to the complaint. In no event shall a complaint be filed more than two (2) years after the actions complained of occurred.
Parker next contends that his due process rights were violated because he was only forwarded three pages of Farrelly's complaint and not the supporting documentation. Since Parker was privy to the underlying documentation — the contract, the photographs of Parker's cancelled checks and the letter from Farrelly's attorney — there was no violation of due process.
Parker's final contention with regard to possible bylaw violations by the ANA involves his assertion that he should have been present during Farrelly's argument at appeal. The bylaws include no such requirement. The bylaws merely provide that each party shall be given 15 days to present argument. Article III, Section 5(h) provides:
All parties to an appeal will be given 15 days notice of their right to present argument to support their position on appeal before the Board of Governors. The Board of Governors will not conduct new hearings but rather will only hear argument from the parties to the appeal.
There is no testimony before the Board and only argument may be presented. The Board chose to separately hear the parties as this was a particularly acrimonious transaction between them. All of this process was more than sufficient. Where there is no showing that an organization's actions were arbitrary and unreasonable, a court will not interfere in the internal affairs of a private voluntary association.
Anderson v. Enterprise Lodge No. 2, 80 Wn. App. 41, 47, 906 P.2d 962 (1995).
Due process requires the "opportunity to be heard 'at a meaningful time and in a meaningful manner.'" Here, Parker had an opportunity to be heard. He was informed of the complaint and had an opportunity to respond. And he took advantage of that opportunity. Parker reached a secondary agreement with the Farrellys — albeit one that he did not follow through on. The ANA notified Parker that it would again be considering the complaint and his failure to follow through on the November agreement. Parker contended that he did not respond to this because he was out of town at the time. Parker was given an opportunity to appeal the decision. He was apprised of the complaint against him and took advantage of this opportunity to argue the appeal.
Mathews v. Eldridge, 424 U.S. 319, 333-34, 96 S. Ct. 893, 47 L. Ed. 2d 18 (1976) (quoting Armstrong v. Manzo, 380 U.S. 545, 552, 85 S. Ct. 1187, 14 L. Ed. 2d 62 (1965)).
Public Policy (Usury Laws)
Parker next contends that the ANA violated the usury laws of Virginia. On March 7, 2003, the ANA ordered Parker to pay interest of 18 percent per annum compounded monthly, beginning in June 2001. Parker's appeal clearly indicated that he should only have been required to pay interest from January 31, 2003, when he returned the coins and agreed to pay the $ 20,000.
Usury statutes, both here and under Virginia law, do not apply to transactions which are made for business purposes. Parker purchased the tokens with checks that were signed by him and drawn on his business account Pennies Postage, Inc. Moreover, he sold many of the coins he purchased as part of that business.
Trust of Strand v. Wel-Co Group, Inc., 120 Wn. App. 828, 834-35, 86 P.3d 818 (2004); see Berry v. Martens, 58 Va. Circ. 315 (2002) (holding that the defense of usury is not available for a loan of $ 5,000 or more where the loan is made for business purposes).
Specific Performance
Parker asserts that he is entitled to be reinstated to the ANA and all that membership therein entails. There are no grounds upon which this court can interfere with this private organization. This is especially true where, as here, the organization provided Parker with the opportunity to be heard at each turn and acted in accordance with its own bylaws.
Parker's reliance upon Ezekial v. Winkley (a surgical resident dismissed from a medical residency program at private teaching hospital) and Pinsker v. Pacific Coast Soc. of Orthodontists (an orthodontist excluded from membership in a professional dental society) is misplaced. In both of those instances the parties were prevented from practicing a profession by reason of exclusion or expulsion from membership in certifying organizations and were entitled to a fair procedure with respect to exclusion or expulsion. Here, there was a fair procedure. Moreover, the denial in those cases made the pursuit of an individual's chosen trade or profession impossible. That is not the case here. Parker still has his store. Although his ANA magazine subscription is no longer available, Parker would have access to it in a public library. Accordingly, it is clear that Parker is not threatened from permanent exclusion of practicing his trade by any of the actions taken by the ANA.
Ezekial, 20 Cal. 3d 267, 572 P.2d 32 (1977).
Pinsker, 1 Cal. 3d 160, 460 P.2d 495 (1969).
The procedures employed by the ANA provided Parker with adequate notice of the claims against him and afforded him a reasonable opportunity to respond. The claims Parker's raised are not cognizable and, even if they were, the record clearly demonstrates that the ANA afforded Parker a fair hearing on those claims. The ANA actions were neither arbitrary nor capricious.
The trial court is affirmed.