436 S.W.3d 581
Mo. Ct. App.2014Background
- Treasure Lake is a Missouri not-for-profit corporation with a seven-director board managing its affairs under bylaws.
- Harness and Savage were board members; on Oct 15, 2012 the board voted to remove each for cause.
- Plaintiffs filed a declaratory judgment action asserting the removals were illegal and seeking reinstatement; Treasure Lake was never named as a defendant.
- Treasure Lake moved to intervene but was not joined as a party; a TRO briefly restrained the defendants.
- Trial proceedings occurred; by trial, Nichols, Pritchett, and Sanford were off the board, leaving Richardson and Thomas as current directors.
- Trial court found the removals void but did not join Treasure Lake; the court reversed and reinstated plaintiffs, which Treasure Lake appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is Treasure Lake a necessary party to the declaratory action? | Harness/ Savage argue no joinder needed. | Treasure Lake must be joined because it has an interest in who serves on its board. | Treasure Lake is a necessary party. |
| If the party is necessary and indispensable, must the action be dismissed or can it proceed with joinder of the party? | Remedy could proceed without Treasure Lake if joinder is impossible. | Without Treasure Lake, essential rights are prejudiced and relief cannot be complete. | Treasure Lake is indispensable; case must be dismissed or remanded to join. |
Key Cases Cited
- Jones v. Jones, 285 S.W.3d 356 (Mo. App. S.D. 2009) (corporation party status affects directors and third-party dealings; indispensable for declaratory relief)
- Saladin v. Jennings, 111 S.W.3d 435 (Mo. App. E.D. 2003) (joinder rules apply to declaratory judgments)
- Sterling Inv. Group, LLC v. Board of Managers of Brentwood Forest Condominium Ass'n, 402 S.W.3d 95 (Mo. App. E.D. 2013) (two-part test for necessity and indispensability under Rule 52.04)
- Heitz v. Kunkel, 879 S.W.2d 770 (Mo. App. S.D. 1994) (definition of a necessary party under Rule 52.04(a))
- Bauer v. Board of Election Com'rs, 198 S.W.3d 161 (Mo. App. E.D. 2006) (indispensability analysis if party cannot be joined)
- Epstein v. Villa Dorado Condominium Ass'n, Inc., 316 S.W.3d 457 (Mo. App. E.D. 2010) (reversible error for failure to join indispensable party)