## Facts

- A nonprofit recreational club acquired a tract of land by deed without restrictions.
- In 1968, the club conveyed the land to two members who immediately reconveyed it to the club with a deed clause limiting the club’s ability to sell or otherwise transfer the property.
- The clause barred alienation unless (1) all club members approved the conveyance, or (2) the club was dissolved.
- The club later registered with the New Hampshire Attorney General’s charitable trust division as a charitable corporation.
- As surrounding areas became more residential, the land became less suitable for hunting-related activities.
- The club sought to sell part of the property and relocate (or complete a land exchange), and conducted a membership vote.
- One member voted against the proposed transaction, preventing unanimity and blocking the conveyance under the deed clause.
- The club filed a declaratory judgment action seeking a declaration that the clause was void as an unreasonable restraint on alienation.
- The trial court granted summary judgment for the club, declaring the restraint invalid; the dissenting member appealed.

## Issues

1. Whether a deed provision requiring unanimous member consent before a nonprofit club may transfer its land is void per se, or instead valid unless unreasonable.
2. Whether a different rule applies if the land is held by a charitable corporation pursuant to a gift containing an express anti-alienation condition.
3. Whether summary judgment was improper without determining the club’s charitable status and the nature of the transfer triggering charitable-gift rules.

## Decision

- The Supreme Court of New Hampshire reversed the summary judgment and remanded.
- The court held that restraints on alienation are not automatically void; they are void only if unreasonable.
- The court held that where land is given to a charitable corporation, an express condition against alienation may be valid and is not governed by the ordinary reasonableness test in the same way.
- The court ruled that the trial court erred by invalidating the restraint on summary judgment without first determining whether the club was a charitable corporation holding the land as a charitable gift and assessing the applicable doctrine.

## Legal Principles

- In New Hampshire, restraints on alienation are void only if they are unreasonable, requiring consideration of the restraint’s utility and its harm to free transferability.
- For a gift to a charitable corporation, an express anti-alienation condition may be a valid restraint, reflecting heightened protection for donor-imposed conditions in charitable transfers.
- Even when a charitable gift contains an anti-alienation condition, a court of equity may authorize sale or modification if unforeseen circumstances make a sale necessary and in the charity’s best interests.
- Summary judgment is inappropriate when material factual questions remain about whether charitable-gift doctrines govern the property and restriction at issue.

## Conclusion

The court rejected treating the unanimity requirement as automatically invalid and required further proceedings to determine whether the property was held under a charitable gift, which could render the restraint valid subject to equitable authorization of a sale if changed conditions warrant it.


Horse Pond Fish & Game Club, Inc. v. Cormier, 581 A.2d 478 (N.H. 1990)