May 7, 2019
From Beaufort County Carmen T. Mullen, Circuit Court Judge.
Ford and Neil Davis Thomson, both of Ford Wallace Thomson,
LLC, of Charleston, for Appellants.
Dawes Cooke, Jr., John William Fletcher, and Bradley B.
Banias, all of Barnwell Whaley Patterson & Helms, LLC, of
Charleston; Stephen P. Hughes, of Howell Gibson & Hughes,
PA, of Beaufort; James Andrew Yoho, of Carlock Copeland &
Stair, LLP, of Charleston; and Andrew F. Lindemann, of
Lindemann, Davis & Hughes, PA, of Columbia, for
case comes before this court on remand after the supreme
court's decision in Callawassie Island Members Club,
Inc. v. Dennis, 425 S.C. 193, 821 S.E.2d 667 (2018),
with instructions to address the Dennises' remaining
issues on appeal.
1999, Ronnie and Jeanette Dennis purchased property on
Callawassie Island. At that time, the Dennises joined a
private non-profit 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. (the Club) for this purpose. The 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 Club and continued to enjoy the benefits
of membership. The Club established its own Bylaws, Plan, and
Rules in 2001, each of which was amended several times over
2010, the Dennises decided they no longer wanted to be in the
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 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
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. 2019).
Club filed a motion for summary judgment. The circuit court
held a hearing and issued an order granting summary judgment.
The circuit 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 this court reversed on both issues.
See Callawassie Island Members Club, Inc. v. Dennis,
417 S.C. 610, 790 S.E.2d 435 (Ct. App. 2016). We 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, we 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. We
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.
Club filed a petition for a writ of certiorari, which the
supreme court granted. In a 3-2 decision, the supreme court
reversed this court and reinstated summary judgment in favor
of the Club. Callawassie Island Members Club, Inc. v.
Dennis, 425 S.C. 193, 821 S.E.2d 667 (2018). The supreme
court held the membership documents unambiguously provide that
club members are required to continue to pay all membership
dues, fees, and other charges after resignation until their
membership is reissued. Id. at 200, 821 S.E.2d at
670. The court found this requirement was not prohibited by
section 33-31-620 of the Nonprofit Corporation Act.
Id. at 206, 821 S.E.2d at 673. The supreme court
remanded to this court to address the remaining issues on
appeal. Id. at 206, 821 S.E.2d at 674.
reviewing the grant of a summary judgment motion, the
appellate court applies the same standard that governs the
trial court under Rule 56(c), SCRCP, which provides that
summary judgment is proper when there is no genuine issue as
to any material fact and the moving party is entitled to
judgment as a matter of law. Rule 56(c), SCRCP; Fleming
v. Rose, 350 S.C. 488, 493, 567 S.E.2d 857, 860 (2002).
In determining whether a genuine issue of fact exists, the
evidence and all reasonable inferences drawn from it must be
viewed in the light most favorable to the nonmoving party.
Sauner v. Pub. Serv. Auth. of S.C., 354 S.C. 397,
404, 581 S.E.2d 161, 165 (2003). To withstand a motion for
summary judgment in cases applying the preponderance of the
evidence burden of proof, the nonmoving party is only
required to submit a mere scintilla of evidence. Hancock
v. Mid-South Mgmt. Co., 381 S.C. 326, 330, 673 S.E.2d
801, 803 (2009).