Hernan Jopson vs. Wack Wack Golf & Country Club

[SEC-SICD * CASE NO. 3100. August 15, 1990.] HERNAN JOPSON , complainant , vs . WACK WACK GOLF & COUNTRY CLUB , respondent . D E C I S I O N This is a complaint filed by Hernan Jopson, through counsel, against Wack Wack Golf and Country Club, which prays that a decision be rendered by the Honorable Commission in his favor: 1. Declaring invalid the forfeiture of the complainant's privilege to transfer his associate membership; 2. Declaring and directing respondent to honor, respect and recognize complainant's vested right and privilege to transfer his associate membership to his son at a date of his given choice and without any addition restriction and condition; and 3. Adjudging respondent to pay complainant; i) Nominal damages such sum as this Honorable Commission may determine; ii) Moral damages for an amount not less than P500,000.00; iii) Attorney's fees of not less than P100,000.00; and iv) Cost of suit. In support thereof, complainant alleged, inter alia, that complainant is an associate member of respondent club and the holder of Associate Membership Certificate No. 021 duly issued by Wack Wack Golf and Country Club (the Club, for brevity); that on August 8, 1981, the Club issued a circular notifying all associate members of the resolution adopted by the Board of Directors at a meeting held on August 4, 1981, giving to the first 200 associate members the privilege of transferring their associate membership, provided the membership is approved by the Board and provided further that the transfer is made in consideration of the payment of P20,000.00; that the said resolution also stated that only two hundred (200) members be given the privilege on a first come first served basis to be executed not later than December 31, 1981; that complainant sent respondent a letter dated December 24, 1981, stating that he wanted to avail of the privilege of transferring his membership to his son Hernan J.C. Jopson, 12 years old, and enclosing a PNB demand draft for the amount of P20,000.00 in full payment of the consideration for the transfer; that respondent accepted the PNB demand draft in the amount of P20,000.00 for which Official Receipt No. 88811 was issued by the Club in acknowledgment of the "full payment of one (1) transfer of Associate Membership"; that the said Board Resolution was ratified in a general membership meeting dated March 28, 1982, except the period in the resolution which limited the exercise of the transfer privilege not later than December 31, 1981 was deleted and substituted with the following: "It was RESOLVED, FURTHER, that only Two Hundred (200) associate members, as they are hereby given the privilege herein granted on a "first come, first served" basis until said 200 associate membership certificates are transferred. It was also resolved, finally, that the resolution be immediately implemented subject to ratification by the general membership at their next meeting." that the acceptance by the respondent of the full payment of the consideration of P20,000.00 was made without reservation, and that complainant should not be subjected to restrictions in Section 6 (c) of the By-Laws amended on July 29, 1984. cdlex Additionally, the complainant asked that the moral damages be awarded to him in the amount not less than P500,000.00, expenses of litigation and attorney's fees in the amount of not less than P100,000.00. In its answer with compulsory counterclaim, respondent generally and specifically denies the material averments in the complaint alleging, inter alia, that the circular issued by the Club on August 8, 1981, notifying the associate members of the Board Resolution adopted on August 4, 1981 was only recommendatory in nature subject to ratification by general membership meeting at the next annual meeting of proprietary members who are empowered to amend the By-laws of the Club; that the privilege to transfer associate membership under Section 6 (c) of the Amended By-laws may be exercised only once by the associate members in favor of his immediate family member subject to the satisfaction of two (2) conditions, to wit: (1) that the transferee is approved for membership by the Board; (2) that the transfer is made in consideration of payment of P20,000.00; that complainant did not transfer his associate membership when he enclosed in his letter Philippine National Bank (PNB) demand draft for P20,000.00; and that he will transfer his membership only when he is physically inactive or taken away by the Creator; that the amount of P20,000.00 was only a deposit made by complainant for a contemplated future transfer of his associate membership to his minor son; that respondent denies that the amount of P20,000.00 was accepted without reservation, the truth of the matter being that complainant did not comply with the two (2) conditions stated in Board Resolution of August 4, 1981; that the transferee of the complainant was never approved for membership by the Club's Board of Directors which is vested with the sole power of electing members or admitting applicants for membership under Section 4 of the Amended By-laws; that the complainant did not submit the name of his son to the Board of Directors so that his son may be admitted for membership; that the letter of the club's General Manager dated February 12, 1983, Annex 'E" of the complaint did not give the complainant any vested right because the General Manager has no such power; that the transfer of associate membership is only a privilege granted by the Club to associate members; that later the Board of Directors of the Club has allowed the transfer of complainant associate membership but only under the conditions such as payment of transfer fee of P6,010.00 and processing fee of P300.00; that the complainant has no right but only a privilege to transfer his Associate Membership in the manner and under the condition imposed under the By-laws; and by way of counterclaim, respondent prayed that it be awarded compensatory damages, attorney's fees and expenses of litigation. In the reply to respondent's answer with compulsory counterclaim, complainant alleged that the endorsement of the amount of P20,000.00 is not a deposit but a payment; that Section 6 (c) of the Amended By-laws containing a deadline in the transfer of Associate Membership does apply to the complainant; and that after accepting the amount of P20,000.00 on February 12, 1983, respondent is now estopped in claiming that the complainant's right to transfer his membership will still be subjected to the deadline provided in Section 6 (c) of the Amended By-laws. A reading of the pleadings will show that the privilege granted by the Board of Directors of the Club to Associate Members to transfer their Associate Membership was conditioned upon two (2) basic requirements, to wit (1) the membership is approved by the Board of Directors, and (2) the transfer is made in consideration of the payment of P20,000.00 (Exh. "B"). Availing of the privilege, complainant paid the required amount which was accepted and duly receipted by the Club under Official Receipt No. 88811 without first receiving the Board's approval of the membership of the complainant's son. Based on the acceptance of said payment made without reservation, complainant stressed that the unqualified acceptance by the respondent of complainant's payment gave the complainant an absolute privilege of causing the transfer of his (Associate Membership to his son. In support thereof, complainant) cited the Club's General Manager's letter dated February 12, 1983 (Annex "E" of this complaint), which allegedly confirmed the grant of an absolute right to the complainant to transfer his associate membership to his son. Based on the foregoing, it would appear that complainant relied heavily on the unqualified acceptance of his full payment by the club of the amount of P20,000.00 for his privilege to transfer his Associate Membership to his son as well as the letter of the Club's General Manager to the complainant, dated February 12, 1983 (Exh. "E"), which in part reads: "In case you want to transfer the same (Associate membership), please indicate at the back of the certificate the name of the transferee and inform us soonest when this transferee shall avail of the privilege," to support his argument that he had already acquired a vested right to transfer his Associate Membership to his son. To our mind, the full payment made is not a deposit as alleged by the Club, and the letter dated February 12, 1983, above-mentioned did not confer upon the complainant an absolute or vested right to transfer his Associate Membership to his son. As provided in the Board Resolution which granted the privilege to transfer associate membership, such privilege would be exercised or availed of only if an associate member complied with the requirement provided for in the said resolution. How then could the complainant validly claim to have acquired a vested right to transfer his associate membership if he has not complied with one of the two (2) basic requirements, that is the approval of the membership by the Board Directors? While it is true, as alleged by the complainant, that the queries posed by the complainant in his letter to the club, dated December 24, 1981 (Exh. "C") seeking enlightenment on certain matters affecting his transfer privilege were not answered categorically, such inaction should not be interpreted to mean that respondent has waived its right to enforce the requirements and that the complainant has been vested with an absolute right to transfer his associate membership to his son. As correctly stated by the respondent, "in order to effectively transfer his associate membership, complainant should have complied with the two (2) conditions required by the Board Resolution of August 4, 1981 which he failed to do." Furthermore, complainant, by his own admission, did not transfer his associate membership to his son as he had no such plan at the time he made the payment. Neither did he write the name of his son at the back of the certificate as required in the letter of the Club's Manager to him, dated February 12, 1983. On July 22, 1986, the Membership Committee Chairman wrote a letter to the complainant informing him that the Committee has unanimously approved a resolution allowing him to transfer his associate membership subject to the restrictions provided in Section 6 (c) of the Amended By-laws and upon payment of a transfer fee of P6,010.00 and processing fee of P300.00. Complainant objected to pay the said fees and insisted that said conditions do not apply to him as he has already acquired a vested right to transfer his associate membership when his payment of P20,000.00 was accepted by the club without any reservations. Such an argument cannot likewise be considered valid for the same reason and the complainant's application could have been disapproved or rejected outright. As correctly stated by the respondent, what was granted to the complaint by the club is a privilege, not an absolute right. Privilege can be subjected to certain restrictions and conditions. It can even be withdrawn by the grantor. Vested rights are those rights which have so completely and definitely accrued to or settled in a person that they are not subjected to be defeated or cancelled by the act of any other person. (Black Law Dictionary, 5th Edition pp. 1402). LexLib The foregoing distinction further strengthened the argument and theory of the respondent that the complainant has not acquired a vested right to transfer his associate membership to his son. WHEREFORE, judgment is hereby rendered dismissing the complaint for lack of merit. No pronouncement as to cost. SO ORDERED. (SGD.) MANUEL P. PEREA Hearing Officer