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Affirmed and Opinion filed June 5, = 2007.

 

In The

 

Fourteenth Court=20 of Appeals

____________

 

NO. 14-06-00367-CV

____________

 

RHEA C.=20 STEVENS, = Appellant

 

V.

 

THE=20 ANATOLIAN SHEPHERD DOG CLUB OF AMERICA, = INC., = Appellee

 

 

On Appeal from the = County Court at Law

Austin County, = Texas

Trial Court Cause = No. 01CV3502

 

 

O P I N I=20 O N

Appellant=20 Rhea C. Stevens is an enthusiast and breeder of a relatively rare = breed of=20 dog known as the Anatolian Shepherd.  Stevens=3Ds interest=20 in the breed led her to apply for membership in the Anatolian = Shepherd Dog=20 Club of America, Inc. (ASDCA).  The ASDCA never recognized = Stevens as=20 a member, despite retaining her membership fee of thirty = dollars. =20 Stevens sued for specific performance, exemplary damages, and=20 attorney=3Ds fees due=20 to what she perceived to be a breach of contract by the = ASDCA.  The=20 trial court, after a bench trial, entered a take-nothing judgment = against=20 Stevens, except the trial court ordered her thirty-dollar = membership fee=20 be returned.  Stevens now raises five issues on appeal.  = She=20 claims that the trial court erred in the following: 1) not = recognizing a=20 binding contract for membership between her and the ASDCA; 2) = holding that=20 the laws of contract did not apply in this case to the ASDCA; 3) = failing=20 to find her irreparably harmed and entitled to specific = performance; 4)=20 denying her motion for new trial after alleged misconduct by the = judge;=20 and 5) failing to award her attorney=3Ds=20 fees.  We affirm the trial court=3Ds judgment=20 because the trial court had the discretion to refrain from = exercising=20 jurisdiction over Stevens=3Ds suit to=20 grant her membership.  In addition, we hold the trial court = did not=20 err in denying the motion for a mistrial, or in refusing to award=20 attorney=3Ds fees to=20 Stevens.

Factual=20 and Procedural Background

When=20 Stevens applied for membership, she submitted the = ASDCA=3Ds=20 form.  The form requests basic information about the = applicant,=20 including name, address, phone number, dog-related activities in = which the=20 applicant is interested, name and identification number of any = registered=20 Anatolian Shepherds owned, special skills or abilities that would = be=20 useful to the club, other dog or animal clubs the applicant has=20 joined.  The application then asks the applicant to select = whether=20 they are applying for an Aindividual=20 membership,@ = a=20 Afamily=20 membership,@ = or an=20 Aassociate=20 membership.@ =20 Next to each type of membership is a brief description of the = eligibility=20 requirements for the type of membership.  Next to the words=20 Afamily=20 membership,@ = which=20 Stevens chose, was a description of the class which stated in = relevant=20 part, Aopen to=20 any owner of an A.S.D.C.A. registered Anatolian = Shepherd.@ =20 Below the part of the application where the applicant selected = which of=20 the three member classes they wished to apply for, the application = in bold=20 type stated, AI have=20 read the A.S.D.C.A. By-laws. I/We agree to abide by the By-laws as = adopted=20 by the ANATOLIAN SHEPHERD DOG CLUB OF AMERICA.@ =20 Below this statement were two spaces for signatures of = applicants. =20 Stevens=3Ds=20 signature appears in the first blank.  Immediately below = these=20 signature lines appears another line of text which says, = AENDORSED=20 BY TWO MEMBERS IN GOOD STANDING,@ = followed=20 by two more signature lines, which were left blank by Stevens.=20

Stevens=20 was uncertain if the signatures of two members in good standing = were=20 necessary for all levels of applicant.  She discussed this = question=20 with several club members and with Gary Jakobi, then, and = currently, the=20 acting president of the ASDCA.  Testimony differs as to what = Jakobi=20 said to Stevens regarding the signatures.  According to = Stevens,=20 Jakobi told her that she did not need to worry about having anyone = sign=20 her application.  However, Jakobi testified that he told = Stevens to=20 get to know the ASDCA members, and he was confident someone would = be=20 willing to sign her application.  Stevens also testified that = several=20 unspecified club officers told her that the member signatures were = unnecessary because missing signatures were often supplied by club = officers themselves when time came to vote on an = application. =20

Stevens=20 testified that she was further confused by the fact that the first = application form given to her did not have lines for sponsoring = member=20 signatures.  She lost this application, and asked for and = received a=20 new application containing signature lines for current = members. =20 Stevens herself testified that the bylaws in effect at all times, = whether=20 the 1993 bylaws or the later 1999 bylaws, required sponsor = endorsements,=20 despite the absence of signature lines in the first application=20 form. 

In August=20 of 2000, Stevens finally sent in an application without any = sponsoring=20 signatures.  Enclosed with the application was a check for = thirty=20 dollars and a typed letter containing Stevens=3Ds legal=20 letterhead, the body of which read as follows:

I have read you[r]=20 application very closely, and I hereby accept your offer of = membership as=20 offered to any owner of an ASDCA registered dog.

There are no = members in my=20 area to endorse my application, but none are required under the = language=20 of the application since I do currently own an ASDCA registered = dog, the=20 name and number of which appear on the application as requested.=20

I look=20 forward to receiving my membership information, notices, and=20 mailings.

The ASDCA=20 cashed the check in August.  Stevens testified that she spoke = with=20 Marilyn Harned and two other officers who assured her that her = application=20 was Afine@ = and that=20 she was a member.  Stevens also received two editions of the = club=20 newsletter, which is published three times annually.  =

But, as=20 time passed, Stevens received no further newsletters, and = wondering what=20 was amiss, she contacted several members of the ASDCA who told her = that=20 she was in fact not a member.  She received a letter from = Jakobi in=20 the summer of 2001, apparently in response to a letter from = Stevens, which=20 explained that all applicants to the ASDCA must be treated the = same, and=20 that properly submitted applications received from July of 2000 on = would=20 be voted on at the next scheduled meeting of the ASDCA Board of = Directors,=20 which was to be held in November of 2001.  The letter also = described=20 an appeals process an applicant can initiate if regular membership = is not=20 granted.  Stevens=3Ds name was=20 listed in the ASDCA newsletter as an applicant to be voted on, but = Stevens=20 never heard anything more from the club regarding a vote or its=20 result. 

On=20 November 5, 2001, Stevens filed suit in this case.  The case = was=20 tried before the court and judgment rendered that Stevens take = nothing=20 except a refund of her thirty-dollar application feeCrelief not=20 requested by her.  Findings of fact and conclusions of law = were made=20 at Stevens=3Ds=20 request.  The court concluded that the right of the ASDCA to = conduct=20 its own affairs should prevail over contract law.  The court = further=20 concluded that the ASDCA did not act unreasonably and that Stevens = did not=20 suffer the type of economic hardship that might result in a=20 court=3Ds=20 interference with the affairs of a membership organization. =20

Analysis

I.       =20 Trial Court Did Not Err in Refusing to Exercise=20 Jurisdiction   =20

 Stevens=3Ds first=20 three issuesCthe trial=20 court=3Ds failure=20 to recognize a contract, its holding that contract law does not = apply, and=20 its failure to award her specific performanceCare all=20 related and will be considered together.    =20

A.     =20 Texas Courts Generally Do Not Exercise Jurisdiction Over Affairs = of=20 Voluntary Non-profit Associations

The trial=20 court=3Ds=20 determination that contract law does not apply here is really an=20 expression of the policy that Texas courts do not generally = exercise=20 jurisdiction over the affairs of voluntary non-profit = associations. Courts=20 are not disposed to interfere with the internal management of a = voluntary=20 association.  Bhd. of R.R. Trainmen v. Price, 108 = S.W.2d 239,=20 241 (Tex. Civ. App.CGalveston=20 1937, writ dism=3Dd). =20 A member, by becoming such, subjects himself to his=20 organization=3Ds power to=20 administer, as well as its power to make, its rules.  Id.=20  So long as the governing bodies do not substitute = legislation=20 for interpretation, do not transgress the bounds of reason, common = sense,=20 fairness, do not contravene public policy, or the laws of the land = in such=20 interpretation and administration, the courts cannot = interfere. =20 Id.   

This rule=20 extends to decisions regarding admission of members into an=20 association.  The Supreme Court has said, A[a]=20 voluntary association has the power to enact rules governing the = admission=20 of members and prescribing certain qualifications for membership; = and such=20 rules will be enforced, unless they are against good morals or = violate the=20 laws of the State.@ =20 Cline v. Ins. Exch. of Houston, 140 Tex. 175, 166 S.W.2d = 677, 680=20 (1942). 

Despite=20 this general rule, courts will interfere in the inner-dealings of = a=20 private association if a valuable right or property interest is at = stake.  See Hatley v. Am. Quarter Horse = Ass=3Dn, 552 F.2d=20 646, 655 (5th Cir. 1977) (citing Masonic Grand Chapter of Order = of=20 Eastern Star v. Sweatt, 329 S.W.2d 334, 337 (Tex. Civ.=20 App.CFort Worth=20 1959, writ ref=3Dd=20 n.r.e.)); Owens Entm=3Dt Club v.=20 Owens Cmty. Improvement Club, 466=20 S.W.2d 70, 72 (Tex. App.CEastland=20 1971, no writ).  Courts have also held that associations must = accord=20 their members something similar to due process, and have = intervened in the=20 inner-dealings of associations on this ground as well. =20 See=20 Hatley, 552=20 F.2d at 655; see also Sweatt, 329 S.W.2d at 337; = Price, 108=20 S.W.2d at 241.  =20

B.     =20 Standard of Review

Courts of=20 appeals have considered whether a trial court correctly decided to = intervene or not to intervene in the affairs of a private = non-profit=20 association.  However, rarely have the courts discussed the = relevant=20 standard of review.  We have found only two cases in which = the courts=20 considered the standard of review.  See Tex. Thoroughbred = Breeders=20 Ass=3Dn v.=20 Donnan, 202=20 S.W.3d 213, 223B24 (Tex.=20 App.CTyler=20 2006, pet denied); Juarez v. Tex. Ass=3Dn of=20 Sporting Officials El Paso Chapter, 172=20 S.W.3d 274, 278 (Tex. App.CEl Paso=20 2005, no pet.).  Both cases applied a de novo review because = they=20 concluded that the doctrine of judicial non-interference was a=20 jurisdictional rule implicating subject matter jurisdiction.  = See=20 Donnan, 202 S.W.3d at 223B24;=20 Juarez, 172 S.W.3d at 277B78. =20

Other=20 cases have not expressly stated the standard of review they = applied. =20 See, e.g., Hatley v. Am. Quarter Horse Ass=3Dn, 552 F.2d=20 646 (5th Cir. 1977); Cline v. Ins. Exch. of Houston, 166 = S.W.2d 677=20 (Tex. 1942); St. Louis & S.W. Ry. Co. of Tex. v. = Thompson, 102=20 Tex. 89, 113 S.W. 144 (1908); Dallas County Med. = Soc=3Dy v.=20 Ubinas-Brache, 68=20 S.W.3d 31 (Tex. App.CDallas=20 2001, pet. denied);  Owens Entm=3Dt Club v.=20 Owens Cmty. Improvement Club, 466=20 S.W.2d 70 (Tex. Civ. App.CEastland=20 1971, no writ); Schooler v. Tarrant County Med. = Soc=3Dy, 457=20 S.W.2d 644 (Tex. Civ. App.CFort Worth=20 1970, no writ); Masonic Grand Chapter of Order of Eastern Star = v.=20 Sweatt, 329 S.W.2d 334 (Tex. Civ. App.CFort Worth=20 1959, writ ref=3Dd n.r.e.);=20 Gold Knob Outdoor Adver. Co. v. Outdoor Adver. = Ass=3Dn of=20 Tex., 225=20 S.W.2d 645 (Tex. Civ. App.CTexarkana=20 1949, no writ); Evans v. Southside Place Park = Ass=3Dn,=20 Inc., 154=20 S.W.2d 914 (Tex. Civ. App.CGalveston=20 1941, writ ref=3Dd w.o.m.);=20 Bhd. of R.R. Trainmen v. Price, 108 S.W.2d 239 (Tex. Civ.=20 App.CGalveston=20 1937, writ dism=3Dd). =20

We do not=20 agree that a de novo standard of review applies because we do not=20 interpret  the doctrine of judicial non-interference to be a=20 jurisdictional rule.  Courts have not declined to assert = jurisdiction=20 over disputes involving non-profit associations because they lack = subject=20 matter jurisdiction; rather they have declined to exercise = jurisdiction=20 more for various policy reasons such as judicial economy.  = See=20 Zechariah Chafee, Jr., The Internal Affairs of Associations = Not For=20 Profit, 43 Harv. L.=20 Rev. 993, 1021B29 (1930)=20 (discussing policies that affect courts=3D = decisions=20 whether to exercise jurisdiction over association related = disputes). =20 Typically, the allegations raised in these suitsCbreach of=20 contract, negligence,  intentional tortsCfall=20 within a court=3Ds subject=20 matter jurisdiction. See, e.g., Donnan, 202 S.W.3d at 223 = (claims=20 included negligence, libel, and slander);  Juarez, 172 = S.W.3d=20 at 279 (breach of contract claim amongst others);  Dallas = County=20 Med. Soc=3Dy, 68=20 S.W.3d at 41 (breach of contract).  The courts choose not to = assert=20 jurisdiction for the policy reasons mentioned above.  =

On=20 occasion, courts have made exceptions to the general rule of=20 non-intervention and chosen to hear a dispute when a property = right or=20 other valuable right is at issue.  See Hatley, 552 = F.2d at=20 655; Owens, 466 S.W.2d at 72.  Thus, in some = instances, the=20 policy of autonomy gives way to a policy of intervention if the = harm being=20 done to the plaintiff is great enough.  Whether the right is = valuable=20 enough to warrant protection is within the trial court=3Ds=20 discretion.  For example, one court has held that a club=20 member=3Ds right to=20 be a part of the determination of what the club does with a = building it=20 owns is a great enough interest to justify interference.  = See=20 Owens, 466 S.W.2d at 72.  Conversely, another court has = held that=20 suspension of one year from an organization that assigns sporting=20 officials to referee high school athletics was not a sufficiently=20 compelling property right to justify judicial intervention.  = See=20 Juarez, 172 S.W.3d at 279.  There is no bright line = test. =20 Courts must weigh the importance of the property or civil right at = issue=20 and determine whether it is great enough to justify deviation from = the=20 traditional rule of allowing associations the greatest possible=20 autonomy.[1] =20

Since the=20 determination to be made by the courts is one involving the = weighing of=20 factors, and the exercise of discretion, we believe an abuse of = discretion=20 standard is appropriate.  As a result, our review will = consider=20 whether the trial court abused its discretion.  This standard = is=20 especially appropriate when the trial court must weigh competing = policy=20 considerations and balance interests in determining whether to = grant=20 relief, In re Doe, 19 S.W.3d 249, 253 (Tex. 2000), and it = is=20 typically applied to procedural or other trial management = issues. =20 Id. (citing cases stating that abuse of discretion is = appropriate=20 when reviewing attorney disqualification, admission of evidence, = and=20 imposition of discovery sanctions). 

C.     =20 No Abuse of Discretion in Declining to Exercise=20 Jurisdiction

Here, =20 Stevens has contended that she has been denied a pecuniary = benefit,=20 sufficient to elevate her claim to justiciability.  = Specifically, she=20 complains of her exclusion from the ASDCA=3Ds breeder=20 list, her exclusion from club advertising, and the denial of an=20 opportunity to vote on the breed standard.  These alleged = pecuniary=20 benefits are the property rights the court was to weigh against = the=20 general policy of non-intervention, to see whether it would be = proper to=20 exercise jurisdiction. 

But=20 Stevens provided no evidence of the pecuniary detriment caused by = the=20 denial of these benefits.  She did not show how much she = receives for=20 one of her Anatolian puppies now, nor did she show how much she = would have=20 charged had she been on the breeder referral list.  She only=20 testified to the price of Anatolian Shepherd puppies generally, = not to any=20 difference in the price asked if the breeder was or was not on the = approved breeder list.  Stevens also did not attempt to show = how much=20 monetary damage was done by excluding her from club = advertising.  And=20 she has not, and almost surely could not, show damage from not = being able=20 to vote on the breed standard.  Given the dearth of evidence=20 regarding any pecuniary loss, we cannot find that the trial court = abused=20 its discretion in holding that the policy of association autonomy=20 outweighed the property interest involved in this = case.   =20

Because we=20 find that the trial court did not abuse its discretion in = declining to=20 exercise its jurisdiction, we overrule appellant=3Ds first,=20 second, and third issues.

 

II.      =20 No Error In Denying Motion for New Trial

In her=20 fourth issue, Stevens argues that it was error for the court to = deny her=20 motion for new trial.  According to Stevens=3Ds brief,=20 the trial judge took a ten-minute break during which she = socialized with=20 two defense witnesses, played with a puppy brought by one of the=20 witnesses, and asked that same witness for assistance in = purchasing a=20 puppy.  Stevens claims that the trial court should have = granted a new=20 trial based on this impropriety.

We review=20 a trial court=3Ds denial=20 of a motion for new trial for abuse of discretion. Dir., State=20 Employees Workers=3D = Comp.=20 Div. v. Evans, 889=20 S.W.2d 266, 268 (Tex. 1994). A trial court abuses its discretion = if it=20 reaches a decision so arbitrary and unreasonable as to amount to a = clear=20 and prejudicial error of law, or if it clearly fails to correctly = analyze=20 or apply the law. In re Cerberus Capital Mgmt., L.P., 164 = S.W.3d=20 379, 382 (Tex. 2005).  Here, none of the judge=3Ds alleged=20 behavior appears in the appellate record.  Therefore, we = cannot=20 conclude that the trial judge abused his discretion when he denied = the=20 motion for a new trial.  Stevens=3Ds fourth=20 issue is overruled.

III.     =20 No Error In Failing to Award Attorney=3Ds=20 Fees

Stevens=20 argues in her fifth issue that she is entitled to = attorney=3Ds fees=20 under section 38.001 of the Texas Civil Practice and Remedies = Code, either=20 because she should prevail on her contract claim, or because the = court=20 awarded her the refund of her thirty-dollar membership fee.  = Having=20 already decided that the trial court did not err in refusing to = consider=20 her contract issue, we are left with the issue of whether the = refund of=20 Stevens=3Ds=20 membership fee entitles her to attorney=3Ds fees=20 under 38.001.[2] =20

Generally=20 an award or denial of attorney=3Ds fees is=20 reviewed under an abuse of discretion standard.  See Ridge = Oil=20 Co., Inc. v. Guinn Invs., Inc., 148 S.W.3d 143, 163 (Tex. = 2004). =20 The controlling law in this instance, section 38.001 of the Texas = Civil=20 Practice and Remedies Code, provides for the recovery of=20 attorney=3Ds fees in=20 addition to the amount of a Avalid=20 claim@ = and=20 costs, if the claim is a contract claim, among others.  = See=20 Tex. Civ. Prac. Rem. = Code=20 ' = 38.001.  A party must satisfy two requirements to obtain an = award of=20 attorney=3Ds fees:=20 (1) a party must prevail on a cause of action for which=20 attorney=3Ds fees are=20 recoverable; (2) the party must recover damages.  Bohatch = v.=20 Butler & Binion, 905 S.W.2d 597, 608 (Tex. = App.CHouston=20 [14th Dist.] 1995), affd, 977 S.W.2d 543 (Tex. = 1998).

The claim=20 in this case was for a breach of contract, in satisfaction of = which=20 Stevens  sought specific performance, declaring her a member = of the=20 ASDCA, and exemplary damages.  The trial court properly = decided that=20 it would not consider the contract claim.  Therefore, it = cannot be=20 held that she prevailed on her cause of action.  The thirty = dollars=20 awarded to her was relief she had not requested, and it appears to = have=20 been aimed at avoiding unjust enrichment, a separate basis of = civil=20 liability, wholly independent of tort or contract.  James M. Fischer, = Understanding Remedies=20 ' = 50=20 (Matthew Bender & Co. 1999); see also Douglas Laycock, = The=20 Scope and Significance of Restitution, 67 Tex. L. Rev. 1277, 1277 = (1989).  Therefore, the award of thirty dollars was not = related to=20 her breach of contract claim, and does not trigger the award of=20 attorney=3Ds fees=20 under section 38.001 of the Texas Civil Practice and Remedies = Code. =20 We overrule appellant=3Ds fifth=20 issue.

Conclusion

Having=20 overruled all of appellant=3Ds issues,=20 we affirm the judgment of the trial court.

 

 

/s/     =20 Wanda McKee Fowler

Justice

 

Judgment=20 rendered and Opinion filed June 5, 2007.

Panel=20 consists of Chief Justice Hedges and Justices Fowler and Edelman.=20


[1]  As mentioned above, Texas courts = have also=20 required something similar to due process on the part of voluntary = associations, and will, at times, intervene on that basis as = well. =20 Hatley, 552 F.2d at 655; see Sweatt, 329 S.W.2d at = 337;=20 Price, 108 S.W.2d at 241.  In such an instance, courts = similarly weigh the degree of deprivation of process against the = policy in=20 favor of association autonomy.

[2]  Because neither party complains = that the=20 trial court erred in ordering a refund of the $30, we need not = consider=20 whether the trial court abused its discretion in ordering a=20 = refund.

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FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: white; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; BACKGROUND-COLOR: red } .buttonUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #fff5d7; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #576a9d; font-face: Tahoma, Arial, Helvetica, = sans-serif } .buttonTanUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #576a9d; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #fff5d7; font-face: Tahoma, Arial, Helvetica, = sans-serif } .TextLargeBlue { FONT-WEIGHT: bold; FONT-SIZE: 12pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, = sans-serif; TEXT-ALIGN: left } .DocketHeaderTitle { FONT-WEIGHT: bold; FONT-SIZE: 14pt; COLOR: black; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, ' Helvetica', sans-serif; TEXT-ALIGN: center } .TextLargeBlack { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: left } .TextLargeBlackcenter { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: center } .TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } A.TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } .TextRed { FONT-WEIGHT: normal; FONT-SIZE: 12pt; COLOR: red; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } .TextHidenGray { FONT-SIZE: 0pt; COLOR: #ebebe1; LINE-HEIGHT: normal; FONT-FAMILY: = Tahoma, Arial, Helvetica, sans-serif; TEXT-ALIGN: left } .Time { FONT-WEIGHT: bold; FONT-SIZE: 10px; COLOR: red; LINE-HEIGHT: 4em; = FONT-FAMILY: Arial, Helvetica, sans-serif; TEXT-ALIGN: center } ------=_NextPart_000_0000_01C7A7AD.2D28D520--