Judge Mitchell L. Beckloff, Case Number: 24STCV00044, Date: 2024-02-09 Tentative Ruling

Judge: Mitchell L. Beckloff, Case: 24STCV00044, Date: 2024-02-09 Tentative Ruling

THE MOST WORSHIPFUL SONS OF LIGHT GRAND LODGE ANCIENT FREE AND ACCEPTED MASONS, JURISDICITON OF CALIFORNIA, INC. v. YANCY

Plaintiffs, The Most Worshipful Sons of Light Grand Lodge Ancient Free and Accepted Masons, Jurisdiction of California, Inc. (Sons of Light) and Queen Adah Grand Chapter, Order of Eastern Star, Inc. (Queen Adah) move for a preliminary injunction enjoining Defendants, Will Yancy and Lavon White, from engaging in or performing, directly or indirectly, any of the following acts:

1. Any further steps toward holding the defendants out to the public as a CEO or member of plaintiff corporations, including, but not limited to accessing corporate banking accounts, real property of plaintiffs, accessing plaintiff social media accounts, adding defendant names to statement of information with the secretary of state and conducting any business or negotiation on behalf of the plaintiff corporation.

2. Using corporate letterhead of the plaintiff corporation to solicit or demand payment of funds from any current member of the plaintiff corporation or the general public.

The Sons of Light is a fraternal organization, organized as a nonprofit corporation. (See Ex Parte Application[1] pp. 101 of 107; Opposition Exh. C.)[2] On October 23, 2023, Omar Scaife was elected as the Grand Master and Chief Executive Officer (CEO) of Sons of Light. (Scaife Decl. ¶ 1 and Ex Parte Application Exh. A.) As Scaife “admit[s],” Sons of Light was affiliated with the Original General Masonic Congress of Grand Masters of the United States and Canada, Inc. (Masonic Congress) at the time he was appointed Grand Master of Sons of Light. (Scaife Decl. ¶ 4; see also Opposition Exh. A at p. 12.)

In 2023, a dispute arose between Scaife and the Masonic Congress, and charges of misconduct were brought against Scaife.[3] Scaife attests: “Based on the unwarranted allegations by Masonic Congress, in October of 2023, [he] held a meeting with Sons of Light’s members and board members, requesting a vote on whether or not the corporation should withdraw affiliation with Masonic Congress.” (Scaife Decl. ¶ 4.) On November 14, 2023, Scaife sent a letter to the Masonic Congress stating Sons of Light’s intent to withdraw affiliation if certain conditions were not met, including dismissal of certain grievances and charges brought against Scaife. (Scaife Decl. ¶¶ 4-5 and Ex Parte Application Exh. F.) Subsequently, Scaife received a letter from the Masonic Congress stating he had been removed as Grand Master and CEO of the Sons of Light. (Scaife Decl. ¶ 5.) Scaife declares he “[t]hereafter . . . held a board meeting with the plaintiff corporation, Sons of Light on November 17, 2023 and there was a successful vote to officially dissociate from Masonic Congress.” (Scaife Decl. ¶ 5 [emphasis added].)

Defendants dispute Scaife’s assertion Sons of Light dissociated from the Masonic Congress. They submit evidence that on or about November 15, 2023, the Masonic Congress “disaffiliated” Scaife as Grand Master of Sons of Light pursuant to the Masonic Congress bylaws. (See Opposition Exh. E at pp. 108-113; see also Yancy Decl. ¶ 2.) Defendant Will Yancy, the Deputy Grand Master of Sons of Light, was subsequently appointed by the Masonic Congress to serve as the Grand Master of Sons of Light until the charges against Scaife are resolved. (Opposition Exh. E at p. 108; Scaife Decl. ¶ 6.)

Queen Adah is also a nonprofit corporation and fraternal organization. (Ex Parte Application pp. 102 of 107; Opposition Exh. D.) Defendants contend, while Queen Adah is affiliated with Sons of Light, Queen Adah operates separately from Sons of Light and is governed by its own bylaws. (White Decl. ¶¶ 2-3.) Defendants assert Defendant LaVon White serves as the Grand Worthy Matron for Queen Adah. (White Decl. ¶ 1.) Plaintiffs contend Queen Adah is a “subordinate” corporation of Sons of Light and “[p]er the bylaws of Queen Adah, the Grand Master of the State of California, i.e., the Sons of Light, is the Grand Patron or Grand Master/CEO of Queen Adah. As such, Omar Scaife is duly the Grand Master and thus, CEO of both California Corporations.” (Ex Parte Application 2; see also Ex Parte Opposition Exh. D [Queen Adah bylaws].)

Scaife asserts, to “mitigate damages” and confusion caused by the appointment of Yancy and White as CEOs of Sons of Light and Queen Adah by the Masonic Congress he “suspended and removed Will Yancy from the Corporation, utilizing powers granted to [him] as CEO under the bylaws of the plaintiff corporation on November 24, 2023 and Lavon White on December 5, 2023.” (Scaife Decl. ¶ 8.)

Defendants submit evidence, on January 13, 2024, Sons of Light and Queen Adah held a joint meeting at which two thirds of each corporation’s voting members voted to remove Scaife as Grand Master and CEO of Sons of Light. (Yancy Decl. ¶ 7; White Decl. ¶ 8; Thomas Decl. ¶ 7; Oppo. Exh. I at pp. 137-160.)

The purpose of a preliminary injunction is to preserve the status quo pending a decision on the merits. (Major v. Miraverde Homeowners Assn. (1992) 7 Cal.App.4th 618, 623.) In deciding whether to grant a preliminary injunction, the court looks to two factors, including “(1) the likelihood that the plaintiff will prevail on the merits, and (2) the relative balance of harms that is likely to result from the granting or denial of interim injunctive relief.” (White v. Davis (2003) 30 Cal.4th 528, 553-554.) The factors are interrelated, with a greater showing on one permitting a lesser showing on the other. (Dodge, Warren & Peters Ins. Services, Inc. v. Riley (2003) 105 Cal.App.4th 1414, 1420.) However, the party seeking an injunction must demonstrate at least a reasonable probability of success on the merits. (IT Corp. v. County of Imperial (1983) 35 Cal.3d 63, 73-74.) The party seeking the injunction bears the burden of demonstrating both a likelihood of success on the merits and the occurrence of irreparable harm. (Savage v. Trammell Crow Co. (1990) 223 Cal.App.3d 1562, 1571.) Irreparable harm may exist if the plaintiff can show an inadequate remedy at law. (Code Civ. Proc, § 526, subd. (a).)

Plaintiffs’ complaint contains a single cause of action for injunctive relief. “Injunctive relief is a remedy, not a cause of action. A cause of action must exist before a court may grant a request for injunctive relief.” (Ivanoff v. Bank of America, N.A. (2017) 9 Cal.App.5th 719, 734.) In the complaint, Plaintiffs also state that their request for an injunction is “made pursuant to California Business and Professions Code section 17203 . . . to prevent unfair business practices and fraudulent business practices.” (Compl. ¶ 1.) Accordingly, it appears Plaintiffs seek injunction relief based of a claim for unfair or fraudulent business practices. (Ivanoff v. Bank of America, N.A., supra, 9 Cal.App.5th at 730. [“Business and Professions Code section 17200 establishes ‘three varieties of unfair competition—acts or practices which are unlawful, or unfair, or fraudulent.’ ”])

Plaintiffs contend Defendants have “violated the rules and procedures of the corporation’s bylaws regarding membership to the organizations” and have engaged in unfair business practices by “intentionally acting as members of Plaintiff Corporations.” (Compl. ¶ 1.) Plaintiffs contend Scaife, acting as Grand Master and CEO of both Plaintiffs, properly removed Yancy as a member of Sons of Light and White as a member of Queen Adah on November 24, 2023, and December 5, 2023, respectively. (Compl. ¶ 6.) Plaintiff then alleges “despite such removals, both individuals continue to act on behalf of the corporations, in sending letters to members with official letterhead, conduct meetings on behalf of the corporations, conduct corporate business in corporate owned and leased properties, utilize corporate bank accounts and alter statement of information details with the California Secretary of State to list themselves as Chief Executive Officer in error.” (Compl. ¶ 6.)

If Scaife was properly disaffiliated as Grand Master and CEO on November 15, 2023, by the Masonic Congress, then he lacked the authority to take action against (i.e. remove) Yancy and White on November 24, 2023 and December 5, 2023, respectively. Relatedly, if Scaife was properly removed as Grand Master and CEO by the voting members of Sons of Light and Queen Adah on January 13, 2024, and if Yancy and White have been properly appointed or elected as Grand Master/Matron of the corporations, the actions Plaintiffs seek to enjoin, such as Defendants holding themselves out as CEOs of the corporations, do not appear unfair, fraudulent, or unlawful.

Thus, as Plaintiffs state, one issue raised by this application is whether the Masonic Congress, a corporation based outside of California, “can remove and appoint the CEO of a California non-profit corporation.” (Ex Parte Application 5:12-13.) As noted by Defendants, Plaintiffs’ request also raises an issue of whether Scaife properly removed Yancy and White as members of the corporations, even assuming he retained authority as Grand Master. Finally, the final issue raised is whether the voting members of Sons of Light and Queen Adah properly removed Scaife as Grand Master and CEO on January 13, 2024.

For this motion, the court does not resolve the merits of the questions raised. (See Yee v. American National Ins. Co. (2015) 235 Cal.App.3d 363, 458. [“A preliminary injunction is not a determination on the merits.”]) Rather, the focus is an assessment of the likelihood Plaintiffs will prevail on the merits of their claims.

Did the Masonic Congress Have the Power to Remove Scaife as Grand Master/CEO of Sons of Light?

Plaintiffs contend “the Masonic congress from the District of Columbia, does not have the ability to directly manipulate and influence the inner workings of a separate corporation to terminate an elected officer.” (Ex Parte Application 12:17-18.) Plaintiffs fail to cite any legal authority that supports their position.

Plaintiffs rely on the following discussion in a 1949 decision of the Court of Appeal involving two masonic organizations:

[O]n conflicting evidence the trial court found, contrary to defendant's contention, that the Masonic congresses had no power over individual grand lodges, and that a congress's refusal to recognize a grand lodge did not deprive the latter of any standing as a true Masonic grand lodge in its own territory. As there is substantial evidence to support this finding we are bound by it. (Most Worshipful Hiram of Tyre Grand Lodge of Ancient Free & Accepted Masons of State of California v. Most Worshipful of California Sons of Light Grand Lodge Ancient Free & Accepted Mason, Jurisdiction of California (1949) 94 Cal.App.2d 25, 30 [emphasis added].)

As noted at the hearing on Plaintiffs’ ex parte application, the Court of Appeal did not decide, as a matter of law, the Masonic Congress cannot terminate the Grand Master/CEO of an individual grand lodge. The Court of Appeal considered whether a trial court’s factual finding was supported by substantial evidence. “An opinion is not authority for propositions not considered.” (People v. Knoller (2007) 41 Cal.4th 139, 154-55.)

Plaintiffs also assert “[t]he bylaws are silent and thus do not lend credence to a separate corporation, based in Illinois, i.e. the Masonic Congress’ allowance in removing and appointing a new CEO at whim.” (Ex Parte Application 5:27-6:1.) Plaintiffs do not fully develop the argument with discussion of the bylaws or applicable statutes or case law. However, since Sons of Light is a California nonprofit corporation, Plaintiffs have a plausible argument questions concerning removal of its Grand Master or CEO should be decided by reference to that corporation’s bylaws or other governance documents. Defendants have not cited, and the court could not locate, any provision in Sons of Light’s bylaws vesting authority in the Masonic Congress to remove a Grand Master/CEO of Sons of Light.

Defendants do submit evidence that Sons of Light “submitted to the jurisdiction” of the Masonic Congress in 1991. (Opposition 2:23 and Exh. A at p. 12.) Scaife also “admit[s]” Sons of Light was “affiliated” with the Masonic Congress at the time he was appointed Grand Master/CEO of Sons of Light. (Scaife Decl. ¶ 4; see also Opposition Exh. A at p. 12.) The Masonic Congress bylaws state the Masonic Congress has the power to “superintend and coordinate all Grand Lodges,” among other powers. (Opposition Exh. B at pp. 28 of 139.) However, Defendants do not explain how the Masonic Congress, absent a provision in Sons of Light’s bylaws, would have the power to remove a CEO of a California non-profit corporation.

On the arguments and evidence presented, Plaintiffs appear to have at least some probability of proving the Masonic Congress lacked the authority to remove Scaife as Grand Master and CEO of Sons of Light, which is a California nonprofit corporation. However, Plaintiffs have not fully developed their arguments on this point or cited any legal authority directly addressing the issue presented.[4]

Defendants contend Scaife as Grand Master and CEO did not afford them a fair procedure before removing them from the corporations on November 24, 2023 and December 5, 2023. Plaintiffs have not filed a reply brief addressing this argument and thereby concede it. (See Sehulster Tunnels/Pre-Con v. Traylor Brothers, Inc. (2003) 111 Cal.App.4th 1328, 1345, fn. 16 [failure to address point is “equivalent to a concession”].)

“ ‘It is a fundamental principle of justice that no man may be condemned or prejudiced in his rights without an opportunity to make his defense, and this principle is applicable not only to courts but also to labor unions and similar organizations.’ We thus recognize that a basic ingredient of the ‘fair procedure’ required under the common law is that an individual who will be adversely affected by a decision be afforded some meaningful opportunity to be heard in his defense. Every one of the numerous common law precedents in the area establishes that this element is indispensable to a fair procedure.” (Pinsker v. Pacific Coast Society of Orthodontists (1974) 12 Cal.3d 541, 555 [citing cases, including Taboada v. Sociedad Espanola De Beneficencia Mutua (1923) 191 Cal.187].)

“Where it applies, the common law doctrine of fair procedure requires private organizations to provide adequate notice of the charges and a meaningful opportunity to be heard.” (Boermeester v. Carry (2023) 15 Cal.5th 72, 90.) This common law doctrine of fair procedure has been applied to fraternal organizations. (Taboada v. Sociedad Espanola De Beneficencia Mutua, supra, 191 Cal. at 191-192.) “Indeed, it has been held that even though the by-laws expressly provide for the expulsion of a member without a trial such a provision is void and an expulsion in pursuance of such a by-law is not binding.” (Ibid.)

Plaintiffs do not submit any evidence Defendants were given notice and an opportunity to respond before Scaife purported to terminate their memberships in the organizations. (See Scaife Decl. ¶ 8 and Ex Parte Application Exh. H.) In fact, at the hearing on the ex parte application, Plaintiffs indicated Defendants would not be provided with any right to be heard on the removal for almost a year. On this record and briefing, Plaintiffs do not show Defendants’ removals from the corporations were effective. Accordingly, to the extent Plaintiffs seek injunctive relief on the grounds that Defendants are former members of Plaintiffs, they do not show a reasonable probability of success on their claim.

Removal of Scaife as Grand Master and CEO by Voting Members of Sons of Light and Queen Adah

As discussed, Defendants submit evidence that, on January 13, 2024, after the ex parte application hearing, Sons of Light and Queen Adah held a joint meeting at which two thirds of each corporation’s voting members voted to remove Scaife as Grand Master and CEO of Sons of Light. (Yancy Decl. ¶ 7; White Decl. ¶ 8; Thomas Decl. ¶ 7; Oppo. Exh. I and J.) Defendants also submit evidence that Yancy, the Deputy Grand Master, was appointed to serve as Grand Master until the “next Annual Communication” and that White is the current Grand Matron of Queen Adah. (Opposition Exh. I and J.)

Plaintiffs have not responded to this evidence. Plaintiffs have not developed any argument about the validity of these corporate actions under the corporations’ bylaws. (See Sehulster Tunnels/Pre-Con v. Traylor Brothers, Inc., supra, 111 Cal.App.4th at 1345, fn. 16 [failure to address point is “equivalent to a concession”].) Absent any responsive evidence or argument, the court gives substantial weight to the opposition evidence. Because Scaife has been removed as Grand Master, and because Yancy and White have been appointed the Grand Master and Grand Matron of the corporations, as demonstrated by the opposition evidence, Plaintiffs do not have grounds to enjoin Defendants from acting in those capacities.

Based on the foregoing, while Plaintiffs have raised a possible argument concerning the authority of the Masonic Congress to “disaffiliate” Scaife from Sons of Light, Plaintiffs have not responded to opposition evidence indicating the voting members of Sons of Light properly removed and replaced by Yancy. Given the unrebutted opposition evidence, Plaintiffs do not show a reasonable probability of success on their claim Defendants are acting on behalf of the corporations without authority.[5]

The issues raised by the parties, when considered together, demonstrate Plaintiffs have not shown a reasonable probability of success on the merits of their claims. Even assuming the Masonic Congress had no authority to remove Scaife (the only issue on which Plaintiffs have shown some possibility of prevailing on the merits), Plaintiffs have not shown any ability to prevail on the claims related to Defendants’ removal and the vote replacing Scaife. Thus, the court need not reach the balance of harms.

Nonetheless, the court considers the balance of harms and finds it does not weigh in favor of granting a preliminary injunction.

For the second part of the preliminary injunction analysis, the court must consider “the interim harm that the plaintiff would be likely to sustain if the injunction were denied as compared to the harm the defendant would be likely to suffer if the preliminary injunction were issued.” (Smith v. Adventist Health System/West (2010) 182 Cal.App.4th 729, 749.) “Irreparable harm” generally means that the defendant’s act constitutes an actual or threatened injury to the personal or property rights of the plaintiff that cannot be compensated by a damages award. (See Brownfield v. Daniel Freeman Marina Hospital (1989) 208 Cal.App.3d 405, 410.)

Plaintiffs contend, absent injunctive relief, “plaintiffs will suffer great and immediate irreparable harm in that members of the corporation, the general public, and business partners will be misled and confused by the actions of defendants.” (Ex Parte Application 5:9-11.) However, based on the opposition evidence, the voting members of Sons of Light elected to remove Scaife and replace him with Yancy. Thus, Plaintiffs do not show a likelihood of confusion caused by Yancy and White acting as current members or properly elected officers of the corporations. Thus, Plaintiffs do not show any irreparable harm if the injunction is denied.

Conversely, Defendants would be irreparably harmed if the court were to grant the preliminary injunction, which would have the effect of prohibiting Defendants from acting as members and elected officers of the corporations.

The balance of harms weighs for denying the preliminary injunction. Having considered Plaintiff’s likelihood of success and the balance of harms, the court denies the application.

[1] On January 11, 2024, the court specified in its minute order that Plaintiffs’ ex parte application would be deemed the moving papers. Plaintiffs supplemented their moving papers with a 15-page supplement on January 19, 2024. Even assuming Plaintiffs had leave to file a substantially oversized brief (see California Rule of Court (CRC), Rule 3.113, subd. (d)), Plaintiffs filed their supplemental papers late. The court ordered Code of Civil Procedure section 1005 would govern the briefing schedule on January 11, 2024. The court also notes Plaintiffs’ supplemental papers violate CRC, Rule 3.1113, subdivision (f). The court nonetheless considers the late-filed material.

[2] Unless otherwise indicated, the court cites to evidence contained in Plaintiffs’ ex parte declaration and exhibits filed on January 10, 2024, and in the opposition declarations and exhibits filed on January 29, 2024. The court has also considered Defendants’ ex parte opposition filed January 11, 2024, and the supplemental papers filed by Plaintiffs on January 19, 2024. The court notes the parties have not objected to the authentication of exhibits submitted with the moving, supplemental, or opposition papers. Because Plaintiffs have submitted the Declaration of Omar Scaife and there is no objection to the authentication of Plaintiffs’ exhibits, Defendants do not show the verification of the complaint is a basis to the deny the application. (Ex Parte Opposition 3:3-16.)

[3] According to Scaife, he “had a meeting with a non-member of my corporation and as a result, a separate corporation’s CEO, based in Texas, specifically, the United Most Worshipful Scottish Rite Grand Lodge of Texas, Inc. did not like my association with the non-member.” (Scaife Decl. ¶ 3.) Defendants’ Exhibit E includes a notice to Scaife from the Masonic Congress alleging violations of Masonic Law and that Scaife “embarrassed this Masonic Congress with your public installation of Grand Lodge Officers with Calvin Brown [a nonaffiliated mason from Texas] on social media as the presiding installation Officer.” (Opposition Exh. E.) Scaife has been summoned to answer the charges, in Illinois, on March 22, 2024. (Opposition Exh. E.) The specific details of the charges against Scaife are not relevant to the court’s ruling on this request for a preliminary injunction.

[4] Plaintiffs did not file any reply papers to address points raised by Defendants in opposition.

[5] In light of this conclusion, the court need not reach Defendants’ contentions Scaife’s actions cannot be validated under Corporations Code section 7233, or that the court is empowered to remove Scaife pursuant to Corporations Code section 5223.