Present: All the Justices 

JEFFERSON GREEN UNIT OWNERS 

ASSOCIATION, INC. 

v. Record No. 002574 OPINION BY JUSTICE CYNTHIA D. KINSER 

 September 14, 2001 

JANE W. GWINN, FAIRFAX COUNTY 

ZONING ADMINISTRATOR, ET AL. 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

Dennis J. Smith, Judge 

 This appeal involves the question whether a zoning 

proffer that provides recreational facilities by requiring 

payment of membership dues in a private recreational 

association violates the constitutional provision 

prohibiting special legislation and infringes upon “freedom 

of association.” Although we conclude that the circuit 

court erred in finding the proffer unconstitutional, we 

will affirm the court’s judgment requiring a condominium 

unit owners association to re-establish its membership in 

the recreational facility and to pay membership dues. We 

also conclude that the circuit court correctly determined 

that the proffer does not violate the limitation in Code 

§ 15.2-2297(A)(v). 

I. FACTS AND MATERIAL PROCEEDINGS 

 Jefferson Green Unit Owners Association, Inc. 

(Jefferson Green), is a condominium unit owners association 

whose membership is comprised of the owners of condominiums 
in the complex known as Jefferson Green Condominium, which 

is located in Fairfax County. In 1976, the Fairfax County 

Board of Supervisors (the Board) approved a rezoning 

application for the parcel of land upon which the 

condominium complex is situated. The application included 

voluntary, written proffers by the owner of the property. 

The Board accepted those proffers pursuant to the authority 

granted in former Code § 15.1-491(a). Included in the 

proffers was a condition that “there will be provided, at 

the time of construction of the project, not less than the 

on-site recreational facilities shown on the Development 

Plan, including tot lot, multi-purpose court and swimming 

pool complex . . . .” 

 In 1981, the developer, who had purchased the subject 

property in 1979, submitted a proffered condition amendment 

(PCA) seeking further changes in the development plan 

approved for the condominium complex. In pertinent part, 

Proffer No. 3 addressed the requirement of on-site 

recreational facilities: 

In substitution for the on-site recreation 

facilities previously proffered the following 

will be provided: 

a. Pursuant to agreement with the Bren Mar Park 

Recreation Association, rehabilitation of the 

facilities of that Association within 180 days of 

approval of this application. 

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b. Purchase of one membership in the Association 

for each dwelling unit in this development, and 

provision of these memberships at no charge to 

each individual unit and/or the condominium 

association associated therewith, in accordance 

with the Virginia Condominium Act, other than 

annual dues which shall be paid by the 

condominium unit Owner[s] Association. 

c. Funds paid to Bren Mar Park Recreation 

Association shall be expended for the renovation 

and improvement of the swimming pool, bath house, 

tennis courts, and parking lot as determined by 

the Board of Directors of the Bren Mar Park 

Recreation Association . . . . 

The Board subsequently approved the developer’s PCA, 

including Proffer No. 3, pursuant to Code § 15.1-491(a). 

In accordance with Proffer No. 3, the developer paid 

the initial membership charge for each condominium unit, 

and Jefferson Green paid the required annual dues to Bren 

Mar Park Recreation Association (Bren Mar) until 1999.1 As 

a result of Jefferson Green’s refusal to pay the 1999 dues, 

Jane W. Gwinn, Fairfax County Zoning Administrator (the 

 1

 In 1991, Jefferson Green asked the director of 

Fairfax County’s zoning evaluation division whether, under 

the terms of Proffer No. 3, Jefferson Green could terminate 

its membership in Bren Mar. The director advised Jefferson 

Green that the requested action could not be undertaken 

without a PCA changing the terms of Proffer No. 3. In 

1996, after Jefferson Green had discontinued its membership 

in Bren Mar, Fairfax County’s zoning administrator ordered 

Jefferson Green to re-establish that membership and 

reiterated that a PCA would be necessary to change the 

terms of Proffer No. 3. Jefferson Green submitted an 

application for a PCA in 1997, but the parties dispute 

whether that application was ever completed. 

3
Zoning Administrator), commenced a suit against Jefferson 

Green. In that suit, the Zoning Administrator sought a 

declaratory judgment that Jefferson Green was in violation 

of Proffer No. 3 and Fairfax Zoning Ordinance § 18-204(3).2 

She also asked the circuit court to enter an injunction 

requiring Jefferson Green to re-establish membership in 

Bren Mar and to remit all unpaid annual dues. Jefferson 

Green answered the suit and also filed a cross-bill, 

requesting the court to declare Proffer No. 3 void as a 

matter of public policy and in violation of Code §§ 15.2-

2297 and –1102. 

After considering the parties’ memoranda and argument, 

the circuit court determined that Code § 15.2-2297 does not 

apply to Fairfax County and that, therefore, Proffer No. 3 

does not violate subsection (A)(v) of that statutory 

provision. However, the court concluded that Proffer No. 3 

is “private legislation” that “create[s] the type of 

economic favoritism strictly forbidden by the special-law 

prohibitions of the Virginia Constitution.” The court also 

stated that Proffer No. 3 is tantamount to “forced 

 2

 Fairfax Zoning Ordinance § 18-204(3) provides that 

“proffered conditions shall become a part of the zoning 

regulations applicable to the property in question, unless 

subsequently changed by an amendment to the Zoning Map, and 

such conditions shall be in addition to the specific 

4
association” and that a compelling governmental interest 

had not been established to justify the government’s 

“dictat[ing] membership into a private organization.” 

Nevertheless, the circuit court held that Proffer No. 3 

“must be enforced because Jefferson Green requested and/or 

consented to [its] adoption” by virtue of its status as the 

successor-in-interest to the developer who had asked for 

the zoning amendment and submitted Proffer No. 3. The 

court concluded that the developer’s consent is binding on 

Jefferson Green and waived any attack on the 

constitutionality of Proffer No. 3. 

In an order incorporating its letter opinion, the 

circuit court found Jefferson Green in violation of Proffer 

No. 3. Accordingly, the court directed Jefferson Green to 

re-establish membership in Bren Mar, to pay and to continue 

to pay all membership dues owed to Bren Mar, and to refrain 

from any future violation of Proffer No. 3. The court also 

dismissed Jefferson Green’s cross-bill with prejudice. 

II. ANALYSIS 

 Jefferson Green assigned three errors to the circuit 

court’s decision, and the Zoning Administrator filed two 

assignments of cross-error. We will address only Jefferson 

 

regulations set forth in this Ordinance for the zoning 

district in question.” 

5
Green’s assignment of error regarding the court’s finding 

that Code § 15.2-2297 does not apply to Fairfax County and 

the Zoning Administrator’s assignment of cross-error 

challenging the court’s conclusion that Proffer No. 3 is 

unconstitutional. 

A. CODE § 15.2-2297 

When the property upon which Jefferson Green is 

situated was rezoned in 1976, Code § 15.1-491(a) allowed 

counties in which the urban county executive form of 

government was in effect to adopt, as part of an amendment 

to a zoning map, reasonable conditions that had been 

proffered in writing by the owner of the property which was 

the subject of the proposed zoning map amendment.3 In 1978, 

the General Assembly enacted Code § 15.1-491.2 as part of 

the 1978 Va. Acts ch. 320.4 That Code section provided that 

a zoning ordinance may include voluntary written proffers 

by the owner of the subject property as part of a rezoning 

or amendment to a zoning map, but subsection (v) of Code § 

15.1-491.2 prohibited the acceptance of a proffer 

containing a condition that required “payment for or 

 3

 Code § 15.1-491 was repealed in 1997. The language 

pertinent to this appeal contained in Code § 15.1-491(a) 

was re-codified without any relevant changes as Code 

§ 15.2-2303(A). Hence, we will refer to Code § 15.2-

2303(A) 

6
construction of off-site improvements.” However, Clause 2 

of the 1978 Va. Acts ch. 320 stated: 

[T]he provisions of this act shall not be 

effective as to those counties, cities or towns 

specified in paragraph (a) of § 15.1-491[, which 

includes counties that have the urban county executive 

form of government,] unless and until adopted in whole 

or in part by amendment of the zoning ordinance. The 

provisions of this act are permissive and shall not be 

construed to limit or restrict the powers otherwise 

granted to any county, city or town, nor to affect the 

validity of any ordinance adopted by any such county, 

city or town which would be valid without regard to 

this act. 

Since Proffer No. 3 provides for the expenditure of 

funds to renovate and improve the off-site recreational 

facilities located at Bren Mar, Jefferson Green claims that 

Proffer No. 3 violates the prohibition against payment for 

off-site improvements contained in § 15.2-2297(A)(v). The 

Zoning Administrator disagrees and asserts that the 

restrictions in § 15.2-2297(A) do not apply to Fairfax 

County. Instead, the Zoning Administrator contends that 

Fairfax County accepts proffers pursuant to Code § 15.2-

2303, which does not include the limitation at issue. She 

further argues that Fairfax County has never adopted any of 

the provisions of Code § 15.2-2297 or its predecessor 

statute, Code § 15.1-491.2. We agree with the Zoning 

Administrator. 

 4

 Code § 15.1-491.2 was repealed in 1997 and re7
 As the circuit court noted, it is not disputed that 

Fairfax County has adopted the urban county executive form 

of government. Pursuant to the terms of Clause 2 of the 

1978 Va. Acts ch. 320, the provisions of that act, which 

included former Code § 15.1-491.2, were not “effective as 

to those counties . . . [having that form of government] 

unless and until adopted in whole or in part by amendment 

of the zoning ordinance.” Thus, the provisions of Code 

§ 15.1-491.2 did not apply to Fairfax County unless it 

adopted them. 

In contrast, Code § 15.2-2303(A), like its predecessor 

Code § 15.1-491(a), which was in effect when the Board 

accepted Proffer No. 3, specifically addresses the 

acceptance of proffers by counties that have adopted the 

urban county executive form of government. Unlike Code 

§ 15.2-2297(A), § 15.2-2303(A) does not contain a 

prohibition against payment for off-site improvements. 

Neither did former Code § 15.1-491(a). Contrary to 

Jefferson Green’s position, we do not find any conflict 

between the provisions of Code §§ 15.2-2297(A) and –

2303(A), or between their respective predecessor statutes. 

However, Jefferson Green argues that the provisions of 

Code § 15.2-2297(A) control Fairfax County’s acceptance of 

 

codified as Code § 15.2-2297(A). 

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proffers because the county adopted those provisions when 

it enacted Article 1, Part 2, § 1-200(15) of the 

Constitution of the Fairfax County Zoning Ordinance. That 

section states, in order “to promote the health, safety and 

general welfare of the public and to implement the adopted 

comprehensive plan for the orderly and controlled 

development of the County,” the Zoning Ordinance is 

designed, among other things, “to accomplish all other 

objectives and exercise all other powers set forth in 

Article 7, Chapter 22, Title 15.2 of the Code of Virginia.” 

We disagree with Jefferson Green. 

Section 1-200 merely recites the purpose and intent of 

the Fairfax County Zoning Ordinance. It is not an 

affirmative adoption of any provision of Article 7, Chapter 

22, Title 15.2, in particular the limitation in Code 

§ 15.2-2297(A)(v). In addition, Article I, Part 4, § 1-400 

of the Fairfax County Zoning Ordinance makes the text of 

that ordinance applicable “to any parcel covered by a 

previous grant of zoning with proffered conditions pursuant 

to [Code §] 15.2-2303 . . . .” (Emphasis added.) 

Further evidence of the fact that Fairfax County has 

never adopted the provisions of Code § 15.2-2297(A) is 

found in the resolutions accepting the original rezoning in 

1976 and the PCA in 1981. In both instances, the Board 

9
stated that its approval was pursuant to Code § 15.1-

491(a), now Code § 15.2-2303(A). Thus, we conclude Fairfax 

County accepts proffers pursuant to the authority granted 

in Code § 15.2-2303(A), and previously did so under the 

provisions of former Code § 15.1-491(a). The circuit 

court, therefore, did not err in rejecting Jefferson 

Green’s argument that Proffer No. 3 violates the limitation 

contained in Code § 15.2-2297(A)(v). 

B. CONSTITUTIONALITY OF PROFFER NO. 3 

 Article IV, § 14(18) of the Constitution of Virginia 

provides that “[t]he General Assembly shall not enact any 

local, special, or private law . . . [g]ranting to any 

private corporation, association, or individual any special 

or exclusive right, privilege, or immunity.”5 In 

determining whether a particular statute violates this 

constitutional prohibition, the Zoning Administrator argues 

 5

 Although this constitutional provision is an express 

limitation upon the power of the General Assembly, we have 

adjudicated the validity of a county ordinance in W.S. 

Carnes, Inc. v. Board of Supervisors, 252 Va. 377, 383-84, 

478 S.E.2d 295, 300 (1996), and a county contract in 

Concerned Residents of Gloucester County v. Board of 

Supervisors, 248 Va. 488, 496-99, 449 S.E.2d 787, 792-93 

(1994), in light of the prohibition against special 

legislation without addressing the fact that the terms of 

Article IV, § 14(18) speak to the General Assembly. 

Obviously, “[a] municipality cannot be vested with powers 

which the General Assembly itself does not possess.” 

McClintock v. Richlands Brick Corp., 152 Va. 1, 23, 145 

S.E. 425, 431 (1928). 

10
that the critical inquiry is whether the statute contains 

an arbitrary classification. She asserts that a 

classification is not arbitrary if it bears a reasonable 

and substantial relationship to a legitimate legislative 

objective. Proffer No. 3, according to the Zoning 

Administrator, is related to and furthers the necessary and 

reasonable public purpose of providing recreational 

facilities for the residents of Jefferson Green. Thus, the 

Zoning Administrator contends that Proffer No. 3 does not 

violate Article IV, § 14(18) of the Constitution of 

Virginia. 

 Jefferson Green takes a contrary position. Relying on 

this Court’s decision in McClintock v. Richlands Brick 

Corp., 152 Va. 1, 145 S.E. 425 (1928), Jefferson Green 

asserts that Proffer No. 3 is special legislation because 

it benefits a private organization, Bren Mar. Given what 

Jefferson Green terms as “the clear constitutional bar” of 

Article IV, § 14(18), it asserts that the Board did not 

have the authority to accept Proffer No. 3 even with the 

consent of the developer who made the proffer. We do not 

agree with Jefferson Green’s position because it fails to 

take into account the reasonable and substantial 

relationship between Proffer No. 3 and the object it sought 

to accomplish. 

11
 We begin our analysis of this issue by noting that, 

pursuant to Code § 15.2-2303(A) (which, as we have already 

stated, is the statute under which Fairfax County accepts 

proffers), a zoning ordinance may include written proffers. 

Thus, the proffers become part of the zoning ordinance. As 

such, they are legislative enactments entitled to the 

presumption of constitutional validity. See Wayside Rest., 

Inc. v. City of Virginia Beach, 215 Va. 231, 236, 208 

S.E.2d 51, 55 (1974) (“ordinance comes to us with the 

presumption of constitutionality which attaches to all 

legislative enactments”). In accordance with that 

presumption, we resolve any doubt in favor of an 

enactment’s constitutionality. Id. (citing Town of Ashland 

v. Supervisors, 202 Va. 409, 416, 117 S.E.2d 679, 684 

(1961)); see also Ex Parte Settle, 114 Va. 715, 719, 77 

S.E. 496, 497 (1913). 

The constitutional provisions prohibiting special 

legislation do not proscribe classifications. King v. 

Virginia Birth-Related Neurological Injury Compensation 

Program, 242 Va. 404, 409, 410 S.E.2d 656, 659 (1991); 

Mandell v. Haddon, 202 Va. 979, 989, 121 S.E.2d 516, 524 

(1961); Martin’s Ex’rs v. Commonwealth, 126 Va. 603, 612, 

102 S.E. 77, 80 (1920). However, to pass constitutional 

scrutiny, a classification “must be natural and reasonable, 

12
and appropriate to the occasion.” Id.; accord King, 242 

Va. at 409, 410 S.E.2d at 659; Holly Hill Farm Corp. v. 

Rowe, 241 Va. 425, 430, 404 S.E.2d 48, 50 (1991); Mandell, 

202 Va. at 989, 121 S.E.2d at 524. “[T]he test for 

statutes challenged under the special-laws prohibitions in 

the Virginia Constitution is that they must bear ‘a 

reasonable and substantial relation to the object sought to 

be accomplished by the legislation.’ ” Benderson Dev. Co., 

v. Sciortino, 236 Va. 136, 147, 372 S.E.2d 751, 757 

(1988) (quoting Mandell, 202 Va. at 991, 121 S.E.2d at 

525); accord Pulliam v. Coastal Emergency Servs. of 

Richmond, Inc., 257 Va. 1, 18, 509 S.E.2d 307, 317 (1999). 

“But the necessity for and the reasonableness of 

classification are primarily questions for the legislature. 

If any state of facts can be reasonably conceived, that 

would sustain it, that state of facts at the time the law 

was enacted must be assumed.” Martin’s Ex’rs, 126 Va. at 

612-13, 102 S.E. at 80; accord Pulliam, 257 Va. at 18-19, 

509 S.E.2d at 317; Holly Hill Farm, 241 Va. at 431, 404 

S.E.2d at 50; Mandell, 202 Va. at 989, 121 S.E.2d at 524; 

Joyner v. Centre Motor Co., 192 Va. 627, 635, 66 S.E.2d 

469, 474 (1951). The party assailing the enactment carries 

the burden of establishing “that it does not rest upon a 

reasonable basis, and is essentially arbitrary.” Holly 

13
Hill Farm, 241 Va. at 431, 404 S.E.2d at 50 (citing 

Martin’s Ex’rs, 126 Va. at 614, 102 S.E. at 81). 

Judged against this analytical framework, we cannot 

say that Proffer No. 3 violates the constitutional 

proscription against special legislation. When the Board 

accepted Proffer No. 3 in 1981, its objective was to 

provide recreational facilities to the residents of 

Jefferson Green. In fact, the rezoning in 1976 required 

on-site recreational facilities. That objective was a 

legitimate and reasonable legislative purpose. See Code 

§ 15.2-2200 (formerly Code § 15.1-427) (recognizing need 

for recreational facilities). The Board accomplished its 

objective by allowing the recreational facilities to be 

provided at Bren Mar, a recreational complex located across 

the street from Jefferson Green, rather than requiring onsite facilities. The record before us does not demonstrate 

the existence of any other recreational facility in the 

same proximity to Jefferson Green as Bren Mar was at that 

time. Given the “state of facts at the time the law was 

enacted,” Martin’s Ex’rs, 126 Va. at 612-13, 102 S.E. at 

80, we believe that Proffer No. 3 was not arbitrary and 

that it bore “a reasonable and substantial relation to the 

object sought to be accomplished.” Mandell, 202 Va. at 

991, 121 S.E.2d at 525. 

14
Jefferson Green, nevertheless, contends that this 

Court’s decision in McClintock controls the disposition of 

the present case. There, the General Assembly, in a 

special act, authorized “the town council of the town of 

Richlands . . . to grant to any person, firm or chartered 

company engaged in mining, manufacturing or merchandising, 

a right of way for the construction, operation and 

maintenance of a tramway or railway across, upon or along 

any of the avenues or streets of said town, for a period 

not to exceed thirty years . . . .” 152 Va. at 5, 145 S.E. 

at 426. Pursuant to that act, the town council adopted an 

ordinance granting a brick company the right to construct a 

tramway upon a certain street in Richlands for the purpose 

of hauling clay and shale in tram cars to its kilns for the 

manufacture of brick. Id. The owner of a lot abutting 

that street challenged the ordinance, in part, on the basis 

that it violated the constitutional prohibition against 

special legislation. Id. at 10, 145 S.E. at 427. This 

Court agreed with the challenge. 

The understood objective of the ordinance was economic 

development of the town. As we noted in our opinion, the 

brick company was “the only local enterprise of 

consequence” and had been contemplating the need to move 

from the town before it received the franchise to construct 

15
a tramway. Id. at 8-9, 145 S.E. at 427. However, there 

was no reasonable and substantial relationship between the 

legitimate legislative objective of economic development 

and limiting the right to construct a tramway or railway 

upon a town street to persons or companies “engaged in 

mining, manufacturing or merchandising.” Id. at 5, 145 

S.E. at 426. Thus, the ordinance failed constitutional 

scrutiny because it was not “natural and reasonable, and 

appropriate to the occasion.” Martin’s Ex’rs, 126 Va. at 

612, 102 S.E. at 80. 

We believe that our decision in King is more directly 

on point. In that case, we upheld the constitutionality of 

the Virginia Birth-Related Neurological Injury Compensation 

Act, Code §§ 38.2-5000 through –5021, against an attack 

asserting that it violated the constitutional prohibition 

against special legislation. 242 Va. at 410, 410 S.E.2d at 

660. The Act required a “participating physician,” defined 

as a physician practicing obstetrics or performing 

obstetrical services, Code § 38.2-5001, to pay an annual 

assessment in an amount significantly larger than the 

annual assessment required from “non-participating 

physicians.” Id. at 408, 410 S.E.2d at 659. Those “nonparticipating physicians” argued that the Act 

“constitute[d] a special or private law because it 

16
remove[d] certain claims against physicians who practice 

obstetrical medicine from the traditional tort system and 

require[d] that physicians who cannot participate in the 

Program pay an annual assessment which is used to fund the 

Program.” Id.

Rejecting that argument, we stated that the General 

Assembly conceivably concluded that, by removing the claims 

of certain neurologically injured infants from the tort 

system, the cost of medical malpractice insurance premiums 

in the Commonwealth would decline, thereby making medical 

malpractice insurance available to all physicians 

practicing in Virginia. Id. at 410, 410 S.E.2d at 660. 

Based on that state of facts, we held that the 

classification created by the Act was “not arbitrary and 

[bore] a reasonable and substantial relation to a 

legitimate object sought to be accomplished by the 

legislation.” Id.

Thus, we conclude that the circuit court erred in its 

finding that Proffer No. 3 violates Article IV, § 14(18) of 

the Constitution of Virginia. It focused only on the fact 

that Bren Mar is a private organization receiving an 

economic benefit as a result of Proffer No. 3. The court 

did not squarely address the reasonable and substantial 

relationship between the Board’s objective and Proffer No. 

17
3. Nor did the court consider the state of facts in 

existence when the Board accepted Proffer No. 3. 

Citing Abood v. Detroit Bd. of Educ., 431 U.S. 209 

(1977); Shelton v. Tucker, 364 U.S. 479 (1960); and NAACP 

v. Committee, 204 Va. 693 (1963), the circuit court also 

concluded that Proffer No. 3 infringes upon “freedom of 

association” and that there was no compelling governmental 

interest to justify Jefferson Green’s “forced” membership 

in Bren Mar. In its letter opinion, the court did not 

indicate, however, whether it believed that Proffer No. 3 

violates the First Amendment of the Constitution of the 

United States and/or Article I, § 12 of the Constitution of 

Virginia. Regardless of the basis of the court’s decision, 

we conclude that it erred. 

In City of Dallas v. Stanglin, 490 U.S. 19, 24 (1989), 

the Supreme Court of the United States once again stated 

that the First Amendment protects two different kinds of 

“freedom of association.” See also Roberts v. United 

States Jaycees, 468 U.S. 609, 617-18 (1984). The first 

type involves “ ‘choices to enter into and maintain certain 

intimate human relationships [that] must be secured against 

undue intrusion by the State because of the role of such 

relationships in safeguarding the individual freedom that 

is central to our constitutional scheme.’ ” Stanglin, 490 

18
U.S. at 24 (quoting Roberts, 468 U.S. at 617-18). The 

second type of “freedom of association” involves the 

“ ‘right to associate for the purpose of engaging in those 

activities protected by the First Amendment–speech, 

assembly, petition for the redress of grievances, and the 

exercise of religion.’ ” Id. (quoting Roberts, 468 U.S. at 

618). The Court further stated, “[W]e do not think the 

Constitution recognizes a generalized right of ‘social 

association . . . .’ ” 490 U.S. at 25. 

To the extent, if any, that Proffer No. 3 infringes 

upon “freedom of association,” the affected association is 

not one involving intimate human relationships or 

activities specifically protected by the First Amendment. 

Instead, it is only a generalized “social association,” 

which is not a right recognized by the Constitution. Id. 

The cases relied upon by the circuit court in support of 

its decision on this issue are inapposite because they 

involved the second type of “freedom of association” 

discussed in Stanglin. 490 U.S. at 24. 

III. CONCLUSION 

 In summary, we will affirm the part of the circuit 

court’s judgment in which it concluded that Proffer No. 3 

does not violate Code § 15.2-2297(A)(v). We will reverse 

the portion of the court’s judgment finding Proffer No. 3 

19
to be unconstitutional. Accordingly, since Proffer No. 3 

is valid and enforceable, we will also affirm the circuit 

court’s judgment finding Jefferson Green in violation of 

Proffer No. 3, directing Jefferson Green to re-establish 

membership in Bren Mar and to pay all monies owed to Bren 

Mar, and enjoining Jefferson Green from any future 

violation of Proffer No. 3. 

Affirmed in part,

reversed in part,

and final judgment. 

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