Pamma v. SikhTemple

Filed 4/7/10 Pamma v. Sikh Temple CA3

NOT TO BE PUBLISHED

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

THIRD APPELLATE DISTRICT

(Sutter)

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Defendant Sikh Temple, Gurdwara, Yuba City (the temple) appeals from an order granting a preliminary injunction to plaintiff Sukhraj Pamma, one of the directors of the temple (a nonprofit religious corporation), requiring the temple to provide Pamma with the names and contact information of the other directors at least three weeks before calling or holding another board meeting. The temple contends the injunction invades important privacy and associational rights of the directors of the [temple], and [t]he Temple may not be forced to divulge private identifying information to anyone without the consent of the individual whose information is sought to be divulged.

Finding no error, we will affirm.

FACTUAL AND PROCEDURAL BACKGROUND

The temple has 4,000 members and 73 directors on its board of directors, all of whom began one-year terms on January 1, 2009. Pamma is one of those directors. In March 2009, Pamma submitted three written requests to the temples corporate secretary for inspection and copying of the temples records containing the names and contact information of the other directors. In his third request, he specifically pointed out that under the corporate bylaws, a director has an absolute right to inspect the corporations books, records, and documents. Nonetheless, the secretary refused to permit him to inspect or copy the temples director contact list without prior approval from the board.

On May 20, 2009, Pamma commenced this action by filing a complaint for injunctive and declaratory relief against the temple, seeking (among other things) an injunction requiring the temple to allow him to inspect and copy the list of the names and mailing addresses of each of the current members of the corporations board of directors, and enjoining [the temple] from calling or holding any directors meetings until a reasonable time after the provision to [Pamma] of the list . . . , not less than three weeks after provision of said list to [Pamma].[1] Pamma alleged he wanted the list to communicate with the board of directors and implement provisions of the Temples bylaws and that [w]ithout the contact information he would be unable to communicate with other directors about information that may be necessary to obtain in advance of directors meetings to make informed decisions. Pamma also pointed out that any five or more directors can call a special meeting of the members, and any two directors may call a special meeting of the board of directors if the President is absent, unable, or refuses to act, and [w]ithout the mailing list . . . a directors ability to fulfill his or her fiduciary duties to the corporation and to its members is impaired.

The trial court denied Pammas request for a temporary restraining order but set a hearing in June to determine if it should issue a preliminary injunction.

In support of his request for a preliminary injunction, Pamma argued he would succeed on the merits because under section 9513 of the Corporations Code,[2] corporate directors, as fiduciaries to the corporation and its members, for purposes related to their interests as corporate directors, have the unqualified right to inspect and copy all books, records and documents of every kind of the corporation.

In opposition to Pammas request for a preliminary injunction, 51 of the temples directors submitted declarations objecting to disclosure of their personal identifying information without their express written consent. The temple argued it had to delicately balance the right of privacy of its . . . directors from dissemination of their personal information with the purpose for the request of the information and Pamma had fail[ed] to demonstrate a compelling need for release of the personal information of the members of the Temple by showing that he cannot otherwise perform the duties for which he was elected. The temple further argued that [e]xisting case law makes clear that the Temple may not waive the associational and privacy rights of its members without their consent, and [t]he court cannot force the Temple to reveal private identifying information about its members but, rather, must leave Pamma to contact those individuals directly to determine if they wish to personally give Pamma their personal identifying information.

Two days after the denial of Pammas request for a temporary restraining order, the board amended the temples bylaws to limit the dissemination of the personal identifying information of the members, officers, and directors of the temple.

At the hearing in June, the trial court concluded the directors of the temple did not have a reasonable expectation of privacy as to their identifying information or contact information as to another director because [t]hese individuals voluntarily provided their information to the corporation for purposes of corporate business. Accordingly, the court granted Pammas request for a preliminary injunction because Pamma was likely to prevail at trial on the limited issues raised by the [request for a] preliminary . . . injunction. The court issued a preliminary injunction enjoining the temple from calling or holding any directors meetings during the pendency of this action until three weeks after the provision to Sukhraj S. Pamma of the list of the names with home addresses, telephone numbers and email addresses where available, of each of the current members of the corporations board of directors. The injunction prohibited Pamma from disclos[ing] the list to anyone who is not a member of the Temples board of directors (with the exception of his attorneys) and required him to post a $5,000 bond.

The temple filed a timely notice of appeal.

DISCUSSION

I

Standard Of Review

The ultimate questions on a motion for a preliminary injunction are (1) whether the plaintiff is likely to suffer greater injury from a denial of the injunction than the defendants are likely to suffer from its grant, and (2) whether there is a reasonable probability that the plaintiffs will prevail on the merits. (Huong Que, Inc. v. Luu (2007) 150 Cal.App.4th 400, 408.) Where the appellant do[es] not contend that the trial court erred in connection with the first factor and instead challenges only the courts determination that plaintiff[ was] likely to prevail on the merits, to succeed, [the] appellant[] must show that [the] plaintiff[ was] unlikely to succeed on any cause of action that would support injunctive relief. (Ibid.)

Such a challenge may trigger any or all of three standards of appellate review. Insofar as the courts ruling rests on evaluating and weighing the substantive factors noted above--the preponderance of likely injury and the likelihood of success--it is said to be vested in the discretion of the trial court, whose ruling will not be disturbed on appeal unless an abuse of discretion is made to appear. [Citation.] Insofar as the trial courts ruling depends on determination of the applicable principles of law, however, it is subject to independent appellate review. [Citations.] And insofar as the court resolved disputed issues of fact, its findings are reviewed under the substantial evidence standard, i.e., they will be sustained unless shown to lack substantial evidentiary support. (Huong Que, Inc. v. Luu, supra, 150 Cal.App.4th at pp. 408-409.)

Here, the trial courts ruling depended on its determination that Pamma was likely to prevail on the merits because the temple directors did not have a reasonable expectation of keeping their contact information private from another director. This was essentially a determination, as a matter of law, of the scope of the directors privacy rights, which we review de novo.[3]

II

The Right Of Inspection Versus The Right Of Privacy

Under the Nonprofit Religious Corporation Law ( 9110 et seq.), Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director for a purpose reasonably related to such persons interests as a director. ( 9513.)

The temple contends the right of inspection this statute guarantees is not absolute and must be balanced against the right of privacy the other directors have in their personal information under article I, section 1 of the California Constitution. We agree the right of inspection is not absolute, if only because (by the terms of the statute itself) the right exists only when the purpose for the inspection is reasonably related to [the director]s interests as a director. The temple does not argue, however, that Pammas purpose for seeking the contact information of the other directors did not fall within this statutory limitation.[4] Instead, the temple argues that [t]he court cannot force the Temple to reveal private identifying information about its members because Pamma has fail[ed] to demonstrate a compelling need for the release of the personal information of the members of the Temple by showing that he cannot otherwise perform the duties for which he was elected. Thus, the temple asserts that the privacy rights of the other directors in their personal information trumps Pammas right of inspection. Like the trial court, we disagree.

First, it is important to note that we are not concerned here with the personal information of the members of the temple, as the temple frequently asserts. (Italics added.) Rather, we are concerned with the contact information of the directors, who, by law, must exercise or direct the exercise of all corporate powers of the temple. ( 9210, subd. (a).)

Second, we are not concerned with requests for the directors contact information by the general public or anyone without a legitimate interest in the operation and management of the corporation. Instead, we are concerned with a request for that information by another director, pursuant to a statute that gives him the right to that information.

With these two important qualifications in mind, we turn to the case law on which the temple relies to support its argument that the directors right of privacy trumps another directors right to inspect corporate records when the contact information of the other directors is at issue.

The temple asserts that [n]umerous cases in California recognize the right of individuals to privacy protection in the disclosure of their personal identifying information, including their personal home address and telephone numbers. That may be true, but some of the cases the temple cites are simply inapposite. For example, Pioneer Electronics (USA), Inc. v. Superior Court (2007) 40 Cal.4th 360 involved the question of the extent to which Californias right to privacy provision . . . protects . . . purchasers [of possibly defective DVD players who communicated with the seller, expressing their discontent and relating their identifying information (names, addresses, etc.)] from having their identifying information disclosed to the plaintiff during civil discovery proceedings in a consumers rights class action against the seller. (Id. at p. 363.) The temple makes no effort to explain how that case has any bearing here. Similarly inapposite is City of San Jose v. Superior Court (1999) 74 Cal.App.4th 1008, a case under the California Public Records Act that involved whether a city may refuse to disclose the names, addresses, and telephone numbers of persons who have made complaints to the city about municipal airport noise. (Id. at p. 1011.) Again, the temple makes no effort to explain how that case applies here.

Somewhat closer to the point is Chantiles v. Lake Forest II Master Homeowners Assn. (1995) 37 Cal.App.4th 914 (Chantiles), which involved the extent of a homeowner association directors rights to inspect the records of the association under Corporations Code section 8334. (Chantiles, at p. 918.) There, a director sought to compel the association to permit him to inspect and copy the ballots cast in an annual election of the board of directors. (Id. at pp. 918-919.) Balancing the directors right of inspection with the association members legitimate expectation of privacy in their ballots, the trial court ordered the association to allow the directors attorney to inspect the ballots, subject to the conditions that he could not take notes of the names of the members who voted and could not disclose to anyone the names of persons who voted or how any individual voted, without further order of the court. (Id. at p. 920.)

On appeal, the appellate court rejected the directors argument that the trial court erred in the conditions it imposed because his right of inspection was absolute. (Chantiles, supra, 37 Cal.App.4th at pp. 922-926.) The appellate court held that homeowners association members have a constitutional privacy right in their voting decisions, even when conducted by proxy ballot, and a homeowners association directors statutory right to inspect the records of the association must be balanced against this privacy right. (Id. at p. 926.)

We agree Chantiles is pertinent here to the extent it establishes that a directors inspection rights are not absolute and may, in a given case, have to be balanced against someone elses privacy rights. There is nothing exceptional about that proposition. The question here is whether the directors of the temple have a legitimate expectation of privacy in their contact information when that information is sought by another director for a purpose reasonably related to that persons interests as a director.

The temple contends Church of Hakeem, Inc. v. Superior Court (1980) 110 Cal.App.3d 384 (Church of Hakeem) is directly on point.[5] It is not. Church of Hakeem involved an action for damages by certain church members against the persons to whom they had paid money to become members of the church. (Id. at p. 387.) In the course of discovery during that action, they sought to compel the church to release the names, addresses, and telephone numbers of the other church members. (Ibid.) The trial court ordered the church to disclose the information (id. at pp. 386-387), but the appellate court granted a petition for a writ nullifying that discovery order (id. at p. 390). Relying on the right of associational privacy, the appellate court concluded the plaintiff church members had not demonstrated a compelling state interest to obtain disclosure of [the churchs] nonlitigant rank-and-file members. (Ibid.)

As the trial court noted here, the events underlying Church of Hakeempredated the operative date of the Nonprofit Religious Corporation Law. (See Stats. 1978, ch. 567, p. 1894.) Thus, Church of Hakeem is of little assistance in construing the scope of a directors right of inspection under section 9513. Indeed, the appellate court in Church of Hakeem rejected the plaintiff church members reliance on sections 3002 and 3003, which provide for the maintenance and inspection of shareholder records, and authorize inspection of such records by the shareholders because [t]hese sections . . . are inapplicable to the instant case, which involves members of a church and not shareholders of a corporation. (Church of Hakeem, supra, 110 Cal.App.3d at p. 389.)

It is also important that Church of Hakeem involved a request for the contact information of rank-and-file church members, not members who sat on the board of directors and thereby exercised the corporate powers of the church (since the church was not a corporation). The temple offers no authority for the suggestion that the privacy rights of the directors of a nonprofit religious corporation are coextensive with the privacy rights of the members of the corporation. As the trial court noted, by agreeing to serve as directors of a corporation, [t]hese individuals voluntarily provided their [contact] information to the corporation for purposes of corporate business.

Under California law, a person asserting an invasion of privacy under the state Constitution must possess a reasonable expectation of privacy under the particular circumstances, including customs, practices, and physical settings surrounding particular activities. (Pioneer Electronics (USA), Inc. v. Superior Court, supra, 40 Cal.4th at p. 370.) We agree with the trial court that the temple has failed to demonstrate any reasonable expectation of privacy that its directors have in their contact information, when sought by another director for purposes related to management of the corporation. The temples reliance on cases involving the privacy rights of private citizens and members of organizations is misplaced when what is at issue here is the privacy right of a corporate director as against another corporate director and the information claimed to be private is merely contact information that all of the directors already had to disclose to the corporation for purposes of conducting corporate business.

In summary, we find no error in the trial courts determination that because the directors of the temple have no legitimate or reasonable expectation of privacy in their contact information when sought by another director for purposes relating to the management of the corporation, Pamma showed a sufficient likelihood (indeed, a certainty) of prevailing on the merits such that issuance of a preliminary injunction in his favor was warranted.

DISPOSITION

The order granting the preliminary injunction is affirmed. Pamma shall recover his costs on appeal. (Cal. Rules of Court, rule 8.278(a).)

ROBIE , J.

We concur:

NICHOLSON , Acting P. J.

HULL, J.

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[1] Other persons are also named as plaintiffs in the complaint, but their claims are not involved in this appeal, so we do not address them further.

[2] All further undesignated section references are to this code.

[3] The temple asserts that because the injunction here was mandatory rather than prohibitory, it is subject to a stricter standard of review. It is true that [w]here . . . the preliminary injunction mandates an affirmative act that changes the status quo, we scrutinize it even more closely for abuse of discretion. (Board of Supervisors v. McMahon (1990) 219 Cal.App.3d 286, 295.) That principle necessarily applies, however, only when abuse of discretion is the proper standard of review in the first place. Here, the proper standard of review is de novo, and there is no stricter version of that standard.

[4] The temple acknowledges that Pamma sought the information so he could communicate with other directors in advance of meetings to make informed decisions and so he could effective[ly] exercise his right with other directors to call a Special Meeting of the Members or Board of Directors.

[5] This argument -- indeed, virtually all of the temples argument on the merits -- is lifted verbatim from the temples POINTS AND AUTHORITIES IN OPPOSITION TO ORDER TO SHOW CAUSE WHY PRELIMINARY INJUNCTION SHOULD NOT ISSUE in the trial court. It has been observed that [a]ppellate work is most assuredly not the recycling of trial level points and authorities. (In re Marriage of Shaban (2001) 88 Cal.App.4th 398, 408.) The appellate practitioner who takes trial level points and authorities and, without reconsideration or additional research, merely shovels them in to an appellate brief, is producing a substandard product. (Id. at p. 410.) Such is the case here, particularly since at the hearing in June 2009, the trial court explained why Church of Hakeem was not on point, and the temple, by simply regurgitating the arguments it made in its papers before that hearing, fails to address, let alone refute, the trial courts bases for distinguishing Church of Hakeem, with which we agree.