No. 467 Pittsburgh, 1980, Appeal from the Order Entered April 18, 1980, of the Court of Common Pleas of Butler County, Civil Action -- Equity, at Eq. No. 78-015, Book 22, Page 194, Declaratory Judgment.
Robert J. Stock, Butler, for appellants.
Robert A. Lebovitz, Pittsburgh, for appellees.
Spaeth, Shertz and Montgomery, JJ. The decision in this case was reached prior to the expiration of Judge Shertz's commission on the Superior Court of Pennsylvania.
[ 296 Pa. Super. Page 278]
This is an appeal from an Order sustaining Appellees' preliminary objections and dismissing Appellants' petition for declaratory judgment and other relief.*fn1 Appellees filed preliminary objections,*fn2 questioning petitioner's legal right to have the disputed matter determined in a declaratory judgment proceeding, inasmuch as all of the property owners
[ 296 Pa. Super. Page 279]
and the current governing body of the Connoquenessing Woodlands Club, Inc. (hereinafter Club) were not made parties to the action. The Chancellor held that all persons holding regular or transferable memberships, and non-member landowners, should have been joined since they might have interests adverse to the parties. We agree and therefore affirm.
In considering preliminary objections in the nature of a demurrer to a petition for a declaratory judgment, the truth of all well-pleaded averments of fact made in the petition must be accepted as true. See Melnick v. Melnick, 147 Pa. Super.Ct. 564, 25 A.2d 111 (1942). The court below properly disregarded factual matters set forth in Appellees' preliminary objections and considered only the averments in Appellant's petition. Those averments disclose the following pertinent facts. Connoquenessing Resorts, Inc. originally owned tracts of land in Butler County, laid out as Connoquenessing Woodlands Plan of Lots, Plans one through seven inclusive. To provide recreational facilities for the lot owners, the Club was chartered in 1961, and its charter was amended in 1969. The original charter provided that authorized membership "shall be limited to lot owners of lots located in Connoquenessing Resorts, Inc. Plan of lots 1 through 7". In 1969, a court appointed receiver of Connoquenessing Resorts, Inc. conveyed all remaining unsold lots in the Connoquenessing Woodlands Plan of Lots to Moraine Manor, Inc. and the latter subsequently conveyed most of those lots to Appellant, Moraine Valley Farms, Inc. Additionally, the receiver conveyed certain real estate, including club house facilities, to the Club, the deed of conveyance reserving to Connoquenessing Resorts and Moraine Manor, Inc., their successors and assigns, and all future lot owners, the right to use the Club facilities.
The by-laws of the Club provide as follows: two classes of membership, regular and transferable; transferable memberships are available to owners of lots in the Plan who contribute $500.00 to the Club; transferable members are eligible to vote on all matters concerning the affairs of the
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Club; the Board of Governors elects the officers of the Club who must be transferable members; a transferable membership may be sold to another lot owner and resident upon approval by a two-thirds majority of the Board of Governors; upon dissolution of the Club, all assets and property are to be distributed among transferable members; regular memberships are available to owners of lots in the Plan who pay annual dues of $50.00; no transfer option is available to regular members; a regular member may vote only in the election of members of the Board of Governors; upon dissolution of the Club, none of the assets or property are to be distributed to holders of regular memberships.
Appellants all own lots in the subject Plan. Appellants Mr. and Mrs. Kudamik and Mr. and Mrs. Irwin are regular members of the Club. Appellants Mr. and Mrs. Cahill are transferable members of the Club. Appellants Moraine Valley Farms, Inc. and Mr. and ...