May 1, 2018
OF CERTIORARI TO THE COURT OF APPEALS
from Beaufort County Carmen T. Mullen, Circuit Court Judge.
F. Lindemann, of Davidson & Lindemann, PA, of Columbia;
M. Dawes Cooke Jr. and John W. Fletcher, both of Barnwell
Whaley Patterson & Helms, LLC, of Charleston; and Stephen
P. Hughes, of Howell, Gibson & Hughes, PA, of Beaufort,
all for Petitioner.
Ford and Neil D. Thomson, both of Ford Wallace Thomson, LLC,
of Charleston, for Respondent.
careful consideration of the petition for rehearing, the
Court is unable to discover any material fact or principle of
law that has been overlooked or disregarded. The petition for
rehearing is denied. However, we did overlook the procedural
fact that the court of appeals found it unnecessary to
address all issues raised before it, so we substitute the
attached revised opinion remanding this case to the court of
appeals to address the other issues. In all other respects,
the opinion is unchanged.
petition for rehearing is denied.
W. Kittredge J., John Cannon Few J., George C. James, Jr. J.
would grant the petition for rehearing.
W. Beatty C.J., Kaye G. Hearn J.
circuit court granted summary judgment to The Callawassie
Island Members Club on the basis that its membership
documents clearly and unambiguously require members to
continue paying their dues until their membership is
reissued, even after their resignation. The court of appeals
reversed. We reverse the court of appeals and reinstate the
summary judgment for all unpaid dues, fees, and other
charges. Because Respondents raised other issues to the court
of appeals that have not yet been addressed, we remand to the
court of appeals for further proceedings consistent with this
Facts and Procedural History
1999, Ronnie and Jeanette Dennis purchased property on
Callawassie Island. At that time, the Dennises joined a
private club known as the Callawassie Island Club, and paid
$31, 000 to become "equity members." In their
application, the Dennises agreed their membership would be
governed by the "Plan for the Offering of Memberships in
The Callawassie Island Club," which the developer of
Callawassie Island created in 1994. The 1994 Plan included
exhibits labeled as Bylaws and Rules. The 1994 Plan stated,
"An equity member who has resigned from the Club will be
obligated to continue to pay dues and food and beverage
minimums to the Club until his or her equity membership is
reissued by the Club." Similarly, the 1994 Bylaws
stated, "Any equity member may resign from the Club by
giving written notice to the Secretary. Dues, fees, and
charges shall accrue against a resigned equity membership
until the resigned equity membership is reissued by the
1994 Plan contemplated that the members would eventually take
over the assets and operation of the Island Club. In 2001,
the members of the Island Club formed The Callawassie Island
Members Club, Inc. for this purpose. The Members Club assumed
ownership and operations of all Island Club amenities,
including a golf course and driving range, tennis courts, a
swimming pool, and a clubhouse. The members of the Island
Club-including the Dennises-received a membership certificate
to the Members Club and continued to enjoy the benefits of
membership. The Members Club established its own Bylaws,
Plan, and Rules in 2001, each of which was amended several
times over the years.
2010, the Dennises decided they no longer wanted to be in the
Members Club, so they submitted a "letter of
resignation" and stopped making all payments. Those
payments included $634 per month for the membership,
"special assessments" that totaled $100 per month,
and yearly food and beverage minimums of $1, 000. In 2011,
the Members Club filed a breach of contract action against
the Dennises, alleging the unambiguous terms of the
membership documents required the Dennises to continue to pay
their membership dues, fees, and other charges until their
membership is reissued. The Dennises denied any liability,
alleging they were told by a Members Club manager that their
maximum liability would be only four months of dues, because
after four months of not paying, they would be expelled. The
Dennises also alleged the membership arrangement violates the
South Carolina Nonprofit Corporation Act. See S.C.
Code Ann. §§ 33-31-101 to -1708 (2006 & Supp.
Members Club filed a motion for summary judgment. The circuit
court held a hearing and issued an order granting summary
judgment. The court found the membership documents
unambiguously require a resigned member to continue to pay
dues, fees, and other charges until the membership is
reissued. The court rejected the Dennises' arguments
relating to the Nonprofit Corporation Act.
Dennises appealed, and the court of appeals reversed on both
issues. The Callawassie Island Members Club, Inc. v.
Dennis, 417 S.C. 610, 790 S.E.2d 435 (Ct. App. 2016).
The court of appeals found there was "some ambiguity in
the governing documents as to whether club members are liable
for dues accruing after resignation." 417 S.C. at 616,
790 S.E.2d at 438. In addition, the court of appeals found
the provisions of the documents that require the Dennises to
continue to pay their membership dues after resignation
violate section 33-31-620 of the Nonprofit Corporation Act.
417 S.C. at 618-19, 790 S.E.2d at 439. The court of appeals
found it unnecessary to address the other issues raised on
appeal, 417 S.C. at 619 n.5, 790 S.E.2d at 440 n.5, and
remanded to the circuit court for trial, 417 S.C. at 619, 790
S.E.2d at 440. The Members Club filed a petition for a writ
of certiorari, which we granted.
Rule 56(c) of the South Carolina Rules of Civil Procedure,
summary judgment is proper when "there is no genuine
issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law." The
questions before us in this appeal are questions of law.
See S.C. Dep't of Nat. Res. v. Town of
McClellanville, 345 S.C. 617, 623, 550 S.E.2d 299,
302-03 (2001) ("It is a question of law for the court
whether the language of a contract is ambiguous.");
Town of Summerville v. City of N. Charleston, 378
S.C. 107, 110, 662 S.E.2d 40, 41 (2008) ("Determining
the proper interpretation of a statute is a question of law .
. . ."). We review questions of law de novo. 378 S.C. at
110, 662 S.E.2d at 41. Because the ambiguity of contracts and
statutes are questions of law, we do not view the evidence in
any particular light. Rather, we read the contract or statute
to determine if its meaning is clear and unambiguous. See
Town of McClellanville, 345 S.C. at 623, 550 S.E.2d at
302 ("A contract is ambiguous when the terms of the
contract are reasonably susceptible of more than one
The Membership Arrangement
begin our analysis of this case with a general discussion of
the membership arrangement and the membership documents that
govern that arrangement. Three documents governed the
Dennises' membership in the Island Club and the Members
Club-the Bylaws, the Plan, and the Rules. The three documents
reference each other and are intended to operate together.
When the Dennises first joined the Island Club, the 1994
versions of those documents applied. However, these documents
were amended several times over the years, as permitted by
the Bylaws, the Plan, and the Rules. The first amendments
occurred when the club assets were transferred from the
Island Club to the Members Club in 2001, at which point the
Members Club enacted its own Plan, Bylaws, and
Rules. All three documents were further amended
several times during the 2000s. There is no evidence that the
various amendments to the documents were in any way contrary
to the Bylaws, Plan, and Rules in place at the time of the
amendments. When the Dennises resigned in 2010, the
membership documents in effect were the 2008 Plan, the 2009
Bylaws, and the 2009 Rules.
Ambiguity of the Membership Documents
Dennises argue these documents are ambiguous as to whether
they are obligated to continue to pay membership dues, fees,
and other charges after resignation, and therefore the