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Walker v. Ala Nest, Inc.

Court of Appeals of California, Second District, Division Two.
Nov 6, 2003
B158781 (Cal. Ct. App. Nov. 6, 2003)

Opinion

B158781.

11-6-2003

CYNTHIA WALKER, Plaintiff and Appellant, v. ALA NEST, INC., et al., Defendants and Respondents.

Law Office of Scott D. Dinsmore and Scott D. Dinsmore for Plaintiff and Appellant. Mandel & Pillemer and David B. Pillemer for Defendants and Respondents.


Appellant Cynthia Walker (Walker) appeals from a judgment in favor of respondents Ala Nest, Inc. (the Nest), Linda Graham, Brett Garcia, Dale Olsen, Lenine Crocker, Olaf Crocker, Terri Skupen, and Fritzi Milliron (collectively, respondents). Walker brought this lawsuit to compel respondents to reinstate her membership in the social club, the Nest, and for damages stemming from the termination of her membership. Substantial evidence supports the trial courts judgment in favor of respondents and against Walker. Accordingly, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

The Nest

The Nest is a nonprofit corporation organized as a club. It holds meetings of Alcoholics Anonymous (AA), as well as provides a venue for social functions, a coffee bar, and a general meeting location for Nest members. At no cost, the public is permitted to attend AA meetings at the Nest. Additionally, persons may become members of the Nest if they pay nominal monthly membership dues of $8.25 and are sober for 30 days.

When the Nest was established, a set of bylaws was adopted. Section 6, Article C, of the bylaws provides: "No membership shall be terminated by the [Nest] for any cause, except that voting and access to the facilities of the [Nest] may be suspended for a term not to exceed thirty (30) days for gross or continued infraction of Corporation Rules and Regulations subject to the following: [¶] 1. That such Rule or Regulation shall have been communicated to the Membership-at-large by the same Notice previously described in this section [posting in a prominent place for 30 days prior to suspension]. [¶] 2. That the suspension shall have been consented to by no less than four (4) Members of the Board of Directors sitting in regular or special session convened under the provisions of these By-Laws. [¶] 3. That all parties reasonably directly involved shall have been heard or personally invited to be heard at such Session or a regularly called Session prior thereto. [¶] 4. That no suspension of Club Membership shall include exclusion from meetings of Alcoholics Anonymous and reasonable access thereto, other than a determination by the Group Conscience of the individual meeting on a day to day basis."

After the bylaws were adopted, they were amended by Addendum 2-A. The addendum provides: "Therefore, be it resolved that this 14th day of April 1991, that Article C [termination of membership] of the bi-laws [sic] be and hereby are amended to [e]mpower the ALA-NEST board of directors/it[]s governing agents/ and or represent[a]tives upon vote by quorum [to] so constituted and present to take whatever action it deems necessary, advisable or prudent to terminate membership or right to be on premises of any member or non-member who [is] in it[]s sound discretion and judgment, so disrupts, menaces, threatens, disturbs, injures and or damages the peace, serenity, dignity and quiet enjoyment of any of the remaining membership, including the premises, it[]s contents appurtenant structures there in and there out."

Walker Attends AA Meetings and Joins the Nest

Walker, a recovering alcoholic, began attending AA meetings at the Nest in March 1999. At that time, she also became a member of the Nest, even though she was not sober until two months later, on May 25, 1999. She remained a member, consistently paying her monthly membership dues, until her membership was terminated in October 2000.

Walker attended daily AA meetings at the Nest. She was disruptive at the AA meetings, threatening various attendees that if they crossed her, she would use the information that she had obtained at the meetings against them.

The Police are Called to the Nest

Walker met Victoria Veloz (Veloz) at the Nest. Thereafter, Walker hired her to work as an office clerk in her accounting software company which she operated out of her home. On or about September 27, 2000, a dispute arose between Walker and Veloz, prompting Walker to seek and obtain a restraining order against Veloz.

On September 29, 2000, Walker went to the Nest for her daily AA meeting. When she arrived, Veloz was already present.

The police were then called to the Nest. At the time, the Nest board of directors mistakenly believed that Walker had called the police. When the police arrived, Walker complained that Veloz was in violation of the restraining order. However, the police allowed Veloz to remain at the meeting and suggested that Walker amend the restraining order so that both she and Veloz could attend AA meetings at the Nest. After filing a police report, Walker so amended her restraining order.

As a result of this incident, many people did not return to AA meetings at the Nest.

The Suspension and Termination of Walkers Membership in the Nest

As a result of the threats made by Walker at the daily AA meetings and the disturbance created at the Nest by the arrival of the police, Linda Graham (Graham), the Nest manager, began the process of suspending Walker. She spoke with four members of the board of directors, and they agreed to suspend Walkers membership until the next board meeting. Graham then wrote "void" on Walkers membership card and placed the balance of the monthly fees in an envelope.

When Walker appeared for the AA meeting on October 3, 2000, Graham handed her the envelope and informed her that she was suspended until the next board of directors meeting, scheduled for that evening. At that time, Graham told Walker that if she tried to use her restraining order to prevent persons from attending AA meetings at the Nest, she would not be welcome there. Graham also advised her that it would be in her best interest to attend the board of directors meeting that evening as her membership would be discussed.

Shortly after Graham suspended Walker, Linda Spinella (Spinella), an AA attendee and an attorney, approached Graham on Walkers behalf. Graham informed her of the board of directors meeting set for that evening and advised her that it would be in Walkers best interest to attend.

The board of directors held its meeting at the Nest that evening. Although Walker did not attend, she sent Spinella to attend to represent her. The board members discussed the allegations against Walker and considered "86ing" her. Graham voiced her concerns for the welfare of the club and the newcomers, and informed the board of the threats Walker made at the AA meetings. Other board members also expressed their opinions about Walker and her conduct.

Spinella was then afforded the opportunity to relay Walkers side of the story. Instead of advocating Walkers case, she threatened the Nest, asserting that if the board did not immediately reinstate Walkers membership, Walker would sue the Nest and force it into bankruptcy. Spinella was then asked to leave the board meeting.

In light of the evidence that Walkers poor conduct negatively impacted the peace and tranquility of the group, pursuant to the addendum, the board voted to terminate Walkers membership in the Nest. The board felt that it was not in the Nests best interests to allow Walker to return to the Nest.

Procedural History

On December 26, 2000, Walker filed her verified first amended complaint seeking to compel the Nest to reinstate her membership and to allow her to attend AA meetings on its premises, as well as damages allegedly resulting from her expulsion. The matter was tried from March 4, 2002, through March 7, 2002. On March 7, 2002, the trial court rendered its oral statement of decision, "finding there was no wrongful termination of membership; that the defendants had substantially complied; and that plaintiff was given — albeit short notice, that the plaintiff was given sufficient notice and opportunity to be heard and that she chose not to appear and appeared by an attorney." Judgment was entered for the respondents on March 13, 2002, and this timely appeal followed.

DISCUSSION

I. Standard of Review

We review the trial courts judgment applying the substantial evidence standard of review: we resolve all conflicts in the evidence in favor of the prevailing parties, and we draw all reasonable inferences in a manner that upholds the verdict. (Holmes v. Lerner (1999) 74 Cal.App.4th 442, 445; Kuhn v. Department of General Services (1994) 22 Cal.App.4th 1627, 1632-1633 (Kuhn).) We then "determine whether the evidence thus marshaled is substantial." (Id. at p. 1633.) We have defined "`[s]ubstantial evidence" to be "evidence of ponderable legal significance, evidence that is reasonable, credible and of solid value." (Roddenberry v. Roddenberry (1996) 44 Cal.App.4th 634, 651.) "Inferences may constitute substantial evidence, but they must be the product of logic and reason. Speculation or conjecture alone is not substantial evidence." (Ibid.) "The ultimate test is whether it is reasonable for a trier of fact to make the ruling in question in light of the whole record." (Id. at p. 652; see also Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 632; Bowers v. Bernards (1984) 150 Cal.App.3d 870, 873-874 [holding: "When a trial courts factual determination is attacked on the ground that there is no substantial evidence to sustain it, the power of an appellate court begins and ends with the determination as to whether, on the entire record, there is substantial evidence, contradicted or uncontradicted, which will support the determination, and when two or more inferences can reasonably be deduced from the facts, a reviewing court is without power to substitute its deductions for those of the trial court." (Italics omitted.)].)

The "conflicting evidence" and "conflicting inference" rules are corollary to the substantial evidence rule and require the appellate courts to view the record in the light most favorable to the respondents and to resolve all evidentiary conflicts and indulge all reasonable inferences in support of the judgment. (In re Marriage of Mix (1975) 14 Cal.3d 604, 614; Kuhn, supra, 22 Cal.App.4th at pp. 1632-1633.) In that regard, "we are bound by the established rules of appellate review that all factual matters will be viewed most favorably to the prevailing party [citations] and in support of the judgment [citation]. All issues of credibility are likewise within the province of the trier of fact. [Citation.] `In brief, the appellate court ordinarily looks only at the evidence supporting the successful party, and disregards the contrary showing. [Citation.] All conflicts, therefore, must be resolved in favor of the respondent. [Citation.]" (Nestle v. City of Santa Monica (1972) 6 Cal.3d 920, 925-926, italics omitted.) This court is without power to: judge the effect or value of the evidence; weigh it; consider the credibility of witnesses; or resolve testimonial or evidentiary conflicts in the evidence or in the reasonable inferences that may be drawn therefrom. (Leff v. Gunter (1983) 33 Cal.3d 508, 518; Overton v. Vita-Food Corp. (1949) 94 Cal.App.2d 367, 370, disapproved on another point in Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 866, fn. 2.)

II. Substantial Evidence Supports the Trial Courts Judgment

As set forth in Walkers opening brief, Corporations Code section 5341 governs the parties dispute. However, Walker misrepresents and misquotes that statute, an error fatal to her position on appeal.

Corporations Code section 5341 provides, in relevant part: "(a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the requirements of this section. An expulsion, termination or suspension not in accord with this section shall be void and without effect. [¶] (b) Any expulsion, suspension or termination must be done in good faith and in a fair and reasonable manner. Any procedure which conforms to the requirements of subdivision (c) is fair and reasonable, but a court may also find other procedures to be fair and reasonable when the full circumstances of the suspension, termination, or expulsion are considered." Subdivision (c) sets forth a "fair and reasonable" procedure, including 15 days notice prior to the expulsion, suspension, or termination and an opportunity to be heard. (Corp. Code, § 5341, subds. (c)(2) & (3), italics added.)

Here, substantial evidence supports the trial courts finding that the procedures leading up to Walkers termination were fair and reasonable under the circumstances. Numerous persons testified at trial regarding Walkers disruptive behavior. At least four witnesses testified that Walker threatened to use private information disclosed by AA attendees against them. Moreover, AA participants complained to Graham about statements Walker made during AA meetings. Her disruptive behavior was compounded by the incident where the police were called to the Nest. Given the need for peaceful daily AA meetings, the Nest board, which consists of inexperienced volunteers, determined that immediate action was appropriate. Both Walker and Spinella were advised that Walker should attend the board meeting (scheduled for the evening of the police incident) to discuss the status of her membership. Walker elected not to attend, and Spinella chose to be antagonistic. Ultimately, Walkers monthly membership, which expired only two days later, was terminated. In light of all these facts, the trial court did not err in finding that Walker had been given sufficient notice and an opportunity to be heard and that the procedure was fair and reasonable.

Relying upon subdivision (c) of Corporations Code section 5341, Walker asserts that she was not provided with statutory notice or an opportunity to be heard, thereby voiding her suspension and termination of Nest membership. In so arguing, Walker overlooks the plain language of subdivision (b), which allows the trial court to find other procedures fair and reasonable under the circumstances presented. As set forth above, ample evidence supports the trial courts determination that, under the circumstances in this case, fair and reasonable procedures were followed prior to the termination of Walkers membership in the Nest. Thus, the trial court did not err.

Walker claims that the termination of her membership in the Nest is void as against public policy because the termination was based upon her valid exercise of her right to seek a restraining order. We are not persuaded. Substantial evidence indicates that the decision to terminate Walkers membership was based upon the fact that she had disrupted numerous AA meetings and had violated several of the 12 traditions of AA, namely threatening to expose the attendees private disclosures.

Furthermore, Walker contends that the termination of her membership in the Nest is void because the Nest did not adhere to its bylaws in connection with the revocation of her membership. She is mistaken. Addendum 2-A specifically empowers the Nest board "to terminate membership . . . of any member . . . who . . . disrupts, menaces, threatens, disturbs, injures [and/or] damages the peace, serenity, dignity and quiet enjoyment" of the AA membership. That is exactly what the Nest did. It terminated Walkers membership because she disrupted the AA meetings.

Walker alleges that the trial court should not have considered the addendum because there was no evidence of its authenticity, no witness testified regarding its adoption, and it does not satisfy the requirements of Corporations Code section 5341. Her arguments are nonsensical. Fritzi Milliron testified that when she became the chairperson of the Nest, she was provided with a copy of the bylaws and Addendum 2-A, and that these rules governed the Nest. Her testimony was sufficient to overcome Walkers objections. Walker directs us to no requirement that a witness attest to the adoption of an addendum in order for it to be valid. Finally, as set forth above, Corporations Code section 5341 does not require an organization to follow the procedures set forth in subdivision (c) of that statute; it merely provides an example of a fair and reasonable procedure.

III. The Trial Court Did Not Err by Failing to Issue a Statement of Decision

Walker contends that the trial court committed reversible error by failing to issue a written statement of decision. She is mistaken. Because she did not request a written statement of decision, she cannot complain on appeal that the trial court erred in not issuing one. (Code Civ. Proc., § 632 ["The court shall issue a statement of decision . . . upon the request of any party."].) At trial, she only made a request for written findings of fact and conclusions of law. As the trial court correctly stated, Code of Civil Procedure section 632 does not require the trial court to do so. (Code Civ. Proc., § 632 ["written findings of fact and conclusions of law shall not be required"].) Thus, no error occurred.

DISPOSITION

The judgment of the trial court is affirmed. Respondents are entitled to their costs on appeal.

We concur: NOTT, Acting P. J. and DOI TODD, J.


Summaries of

Walker v. Ala Nest, Inc.

Court of Appeals of California, Second District, Division Two.
Nov 6, 2003
B158781 (Cal. Ct. App. Nov. 6, 2003)
Case details for

Walker v. Ala Nest, Inc.

Case Details

Full title:CYNTHIA WALKER, Plaintiff and Appellant, v. ALA NEST, INC., et al.…

Court:Court of Appeals of California, Second District, Division Two.

Date published: Nov 6, 2003

Citations

B158781 (Cal. Ct. App. Nov. 6, 2003)