Forest Hills Golf v. Gardpro

Summary

This intra-corporate dispute involved Forest Hills Golf and Country Club's attempt to collect new membership fees from replacement nominees of corporate member Gardpro, Inc. Gardpro purchased Class 'C' shares entitling it to two club memberships and initially paid membership fees for its nominees Martin and Reyes. When Gardpro sought to replace these nominees, the club demanded additional membership fees of P75,000 each. The Supreme Court affirmed lower tribunals' rulings that corporate by-laws only authorized transfer fees for nominee changes, not new membership fees. Applying contract interpretation principles, the Court held that by-laws are binding private statutes requiring strict compliance. The decision clarifies that in corporate club memberships, the corporation is the real member and should not be charged membership fees repeatedly for nominee replacements, establishing important precedent for intra-corporate disputes involving membership rights and fee structures.