delivered the opinion of the Court.
In an action for declaratory relief, the Circuit Court for Prince George’s County, ordered and decreed that the mutual ownership contract between Greenbelt Homes, Inc., a cooperative housing development, and Carolyn E. E. Green, a member of the corporation, had been lawfully terminated. The member appealed, claiming that the terms of the contract permitting termination were legally inconsistent with the nature of the estate she acquired under the contract.
In pertinent part, 1 the mutual ownership contract provided that :
*499 “2. Sale and Purchase of Perpetual Use: Subject to all the provisions of this Contract and for the Purchase Price hereinafter set forth, the Corporation hereby agrees to sell to the Member, and the Member hereby agrees to purchase from the Corporation, a right of Perpetual use and enjoyment * * * of the following dwelling unit and the lot on which situated, the boundaries of which shall be determined by the Corporation, located at the Greenbelt Housing Project, Greenbelt, Maryland * * *:
6 B Plateau Place Unit % 2639 Type G2M Balance due on this contract is $1,727.41 in 232 monthly payments with four percent interest on the unpaid balance. This makes a total interest and amortization payment due each month of $10.71. This payment is quite apart from necessary payments of taxes and operating expenses.
Sjí % 5-Í 5|s
“13. Termination of Contract by Corporation for Default or for Cause: In the event of default by the Member * * * of any payments or charges required under this Contract, or violation of any of the provisions hereof, the Corporation may terminate this contract upon ten (10) days written notice to the Member. The Corporation may terminate this Contract upon thirty (30) days written notice if its board of directors subject to and in accordance with provisions of the By-Laws of the Corporation, shall determine that the Member, for sufficient cause is undesirable as a resident in Greenbelt because of objectionable conduct on the part of the Member or of a person living in his dwelling unit. To violate or disregard the rules and *500 regulations provided for in paragraph 7(b) hereof, after due warning, shall be deemed to be objectionable conduct.”
The member had occupied the premises for about two years, when, as a result of complaints by other occupants of the housing development, and after a hearing thereon at her request, the board of directors of the corporation duly notified her of the termination of the mutual ownership contract, and at the same time advised her of the right to appeal the decision of the board to the membership of the corporation.
In the notice of termination, the member was informed that the board of directors had found, on the basis of evidence presented at the hearing, that she had “persistently and grossly” violated the contract in that an adult man who was not related by blood or marriage was living with her; that she had failed to provide sanitary care for the pets she maintained on the premises ; that as a result of her failure to maintain adequate housekeeping standards she had created offensive odors and had infested her home and the homes of others with vermin; and that she had permitted her teen-age daughter to give noisy, unchap■eroned parties during the day and at night which disturbed the peace and quiet of the neighborhood.
The member having appealed pursuant to the by-laws, a membership meeting of the corporation was held to consider the matter. At the meeting, after hearing and discussing the charges, the action of the board of directors in terminating the contract was approved and ratified by a majority vote of the membership.
The corporation promptly notified the member of the result of the appeal and requested her to vacate the premises forthwith. At the same time she was advised that she could sell her “perpetual use right” on the open market, or if she preferred, the corporation was ready to offer her $1750 for it. But the member refused to vacate, and this action followed. The proceedings were submitted to the lower court on bill and answer and the exhibits filed therewith.
Since the parties concede that no factual questions are involved, and further concede that the corporation followed the
*501
prescribed procedures in terminating the mutual ownership contract, the only question confronting the court is whether the provisions of the contract relating to termination were valid. It is the contention of the member that the financial terms and the wording of the contract — to the effect that the corporation agreed to “sell” and the member agreed to “purchase” the right of “perpetual use and enjoyment” of the dwelling unit and the lot on which it was situated — were sufficient indicia of ownership to classify her as an owner of real property
2
rather than a holder of a leasehold interest. She bases her claim primarily on the decision in
Tudor Arms Apts. v. Shaffer,
In 1 American Law of Property (Casner ed. 1952), § 3.10, it is said (at p. 198) that:
“From the standpoint of legal structure the so-called cooperative apartment housing may take one of three general forms. * * * The third form involves the use of a corporation which holds legal title to the property. Shares of stock or, if a non-stock corporation, memberships are sold to persons who will occupy the housing units, the number of shares or the cost of the membership required depending on the value of the particular apartment or unit.”
When shares of stock are sold, proprietary leases are made by the corporation to the shareholders, in which there are, among other things, the provisions concerning the term of the lease and the payment of rent, which is based on estimates of operational costs and capital indebtednesses. Other provisions include covenants against assignment without the consent of the corporation, that the tenant will make inside repairs but no structural changes, and that the corporation may forfeit the lease for a breach of the covenants or violation of the rules of conduct. But when memberships are sold in a non-stock corporation, as was the case here, the sale is evidenced by a contract made between the corporation and a member who purchases a membership, in which, among other things, there are provisions for payment of taxes and operating expenses. Other provisions pertain to the occupancy of the dwelling unit by the mem *503 ber, the rules and regulations relating to occupancy, and the termination of the contract for default or for cause arising out of a violation of the rules and regulations or other misconduct on the part of a member.
It is further stated at p. 200 (of Casner’s edition of 1 American Law of Properly) that:
“[I]n legal theory the corporation is distinct from its shareholders [or members], no one of whom has a right to receive legal title to any specific property of the corporation under the better-drawn plans, and it is necessary that this distinction be observed in order to carry out the purposes of the cooperative. The courts have recognized that the relation is that of landlord and tenant in allowing the corporation the usual remedies of a landlord against a tenant.”
An important factor in the maintenance of a cooperative housing project is the control of the activities of the cooperative members living within the project. In a recent article, Restrictions on the Use of Cooperative Apartment Property, by Arthur E. Wallace, 13 Hastings Law Journal, 357, 363, it is said:
“The economic and social interdependence of the tenant-owners demands cooperation on all levels o£ cooperative life if a tolerable living situation is to be maintained. Each tenant-owner is required to give up some of the freedoms he would otherwise enjoy if he were living in a private dwelling and likewise is privileged to demand the same sacrifices of his cotenantowners with respect to his rights.
“By analogy, the cooperative agreement is really a community within a community, governed, like our municipalities, by rules and regulations for the benefit of the whole. Whereas the use of lands within a city is controlled by zoning ordinances, the use of apartments within the cooperative project is controlled by restrictive covenants. The use of the common facilities in the project is controlled on the same theory that *504 the use of city streets and parks is regulated. In both situations compliance with the regulations is the price to be paid to live in and enjoy the benefits of the particular organization.”
To determine the intent of the parties and the status created, it is necessary to look to “the writing between the parties, to the circumstances under which they were made, and to the matter with which they deal.”
1915 16th St. Co-op. Ass’n. v.
Pinkett,
Since we find no error in the ruling of the lower court, the decree must be affirmed.
Decree affirmed; the appellant to pay the costs.
Notes
. Less pertinent parts of the contract read as follows:
“7(a). Occupancy: The Member shall occupy the dwelling unit * * * as a private dwelling * * * for himself and his immediate family and may enjoy the use, in common with all other Members * * * of all community property and facilities of Greenbelt, so long as he remains a Member * * *, occupies the dwelling, and abides by all the terms of this Contract and the rules and regulations adopted by the Corporation as provided for in paragraph 7(b) hereof. Use of the dwelling unit or any part thereof for any purpose contrary to the interests of the Corporation or its members as determined by the Corporation is not authorized. It shall be the duty of each Member to respect the comfort and peace of mind of his neighbors, as well as of all Members and tenants * * *. The Member agrees that he will not * * * do or suffer to be done any act or thing which shall or may be a nuisance, annoyance, inconvenience, or damage to the Corporation or its Members or tenants, or to the occupants of adjoining dwellings or of the neighborhood.
“7(b). Rules and Regulations Relating to Occupancy and Care of the Dwelling: The Corporation reserves the right to impose any reasonable rules and regulations * * * as in its judgment may be necessary or desirable for the management and control of Greenbelt and the Member’s dwelling unit by the Corporation, for the safety, care and cleanliness of the dwelling unit and surrounding
*499 premises, and for the preservation of good order and comfort therein, and the Member agrees faithfully to observe and comply with such rules and regulations and further agrees that all persons living in the dwelling unit also will observe and comply with such rules and regulations.”
. It is interesting to note that in a similar situation under the provisions of Ch. 387 of the Laws of 1963 (an act adding new §§ 116 through 142 to Art. 21 of the Code) the owner of a “condominium unit” in a “condominium project” would have the exclusive fee simple ownership of his unit and have a common right to a share with other owners of an undivided fee simple interest in the common elements of the property under § 120(a) of the act.