Boys & Girls Clubs of South Alabama, Inc. v. Fairhope-Point Clear Rotary Youth Programs, Inc.

The Boys & Girls Clubs of South Alabama, Inc. ("the Club"), a nonprofit corporation, appealed a judgment entered in favor of the Fairhope-Point Clear Rotary Youth Programs, Inc. ("Rotary Inc."), and the Ruff Wilson Youth Organization, Inc. ("Wilson Inc."), in their action against the Club seeking declaratory and injunctive relief. In 1996, B.R. Wilson, Jr., one of the incorporators of the Club and a principal benefactor, executed a "gift deed," transferring to the Club approximately 17 acres of real estate ("the property"). In March 2000, the Club sold the property and deposited the proceeds into three separate accounts, two of which were separately earmarked for the Daphne Club and for the Fairhope Club. However, in 2009, the Club discontinued its operations in Daphne and Fairhope, citing "operating deficits" as a contributing factor. It transferred the remainder of the proceeds from the sale of the property to an account in the Community Foundation of South Alabama ("the bank"). Later that year, the facilities in Daphne and Fairhope were reopened by volunteers and former Club personnel, who began operating the youth centers under their own independent management structures. Subsequently, some of these individuals incorporated Rotary Inc. and Wilson Inc., under which they continued to operate the facilities in Fairhope and Daphne, respectively. Rotary Inc. and Wilson Inc. sued the Club, seeking declaratory and injunctive relief, alleging that the Club "ha[d] used," or, perhaps, was "anticipat[ing] using," the proceeds for its own operations, rather than for the use of the facilities then being operated by Rotary Inc. and Wilson Inc. They sought a judgment: (1) declaring that the "desire and understanding" of B.R. Wilson expressed in the letter controlled the disposition of the funds, and (2) enjoining the use of the proceeds for anything but the benefit of the youth facilities as operated by Rotary Inc. in Fairhope and by Wilson Inc. in Daphne. The court ordered the termination of the "trust" and the disbursal of the remainder of the proceeds to Rotary Inc. and Wilson Inc., respectively. The Club appealed, challenging, among other things, the standing of Rotary Inc. and Wilson Inc. to sue over distribution of the proceeds of the sale of the property. Upon review, the Supreme Court concluded that Rotary Inc. and Wilson Inc. failed to show that they had standing to challenge the Club's disposition of the proceeds of the sale of the property donated to the Club by B.R. Wilson, Jr. Therefore, the trial court's judgment was void for lack of subject-matter jurisdiction. Accordingly, the Court vacated the judgment and dismissed the case and the appeal. View "Boys & Girls Clubs of South Alabama, Inc. v. Fairhope-Point Clear Rotary Youth Programs, Inc." on Justia Law