CLARENCE JACKSON v. ROBERT GEORGE
146 A.3d 405
| D.C. | 2016Background
- Jericho Baptist Church Ministries, Inc. (Jericho D.C.) was a D.C. nonprofit governed by a Board of Trustees; in 1996 it elected to be governed by the D.C. Nonprofit Corporation Act (NPCA).
- On March 15, 2009, a document titled Resolution 1-09 purported to replace the existing Board and install new trustees (including several appellants); Joel R. Peebles did not receive notice of that meeting.
- In November 2010 several of the putative trustees incorporated a Maryland entity (Jericho Maryland) and filed articles of merger purporting to merge Jericho D.C. into Jericho Maryland and transfer assets; appellees were later expelled from the Maryland congregation.
- Appellees sued the individual defendants and Jericho Maryland seeking declaratory and injunctive relief, an accounting, and other equitable and tort remedies, alleging the 2009 actions and the merger were invalid and that they suffered individualized injuries (loss of membership and access to church property).
- After motions to dismiss and partial summary judgment, a bench trial resulted in Judge Nash finding Resolution 1-09 invalid (procedural defects as to notice and resignation), that certain putative board actions (including the merger) were invalid, and ordering reinstatement of appellees pending review by the properly constituted Jericho D.C. Board; the defendants appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction over Jericho Maryland | Jurisdiction proper because alleged wrongdoing arose from acts affecting the D.C. corporation and successor entity controls D.C. assets | No D.C. jurisdiction: Maryland corporation, services and injury occurred in Maryland after D.C. corporation ceased | Affirmed: court may treat Jericho Maryland as successor for jurisdictional purposes; minimum contacts satisfied on pleaded facts (de facto merger / mere continuation analogies) |
| Standing / derivative vs. direct claims | Appellees claimed individualized injuries (loss of membership, access to property, misuse of tithes) so they sued directly | Defendants argued claims were derivative and barred because plaintiffs failed to make statutory demand | Affirmed: claims involved special, particularized injuries permitting direct suits; dismissal for lack of demand was improper |
| Mootness after welcome-back letters | Letters did not remedy the broader alleged wrongs (control of D.C. entity, asset transfers) | Defendants: letters mooted membership claims so case should be dismissed | Affirmed: defendants failed to carry burden to show mootness; letters did not address requested declaratory/injunctive relief |
| First Amendment / ecclesiastical abstention | Appellants said courts cannot decide church membership or clergy questions | Appellees: neutral legal principles (NPCA, corporate law) can be applied without resolving doctrinal questions | Affirmed: court applied neutral principles (corporate governance, notice rules) and avoided entanglement in religious doctrine; reinstatement pending board review did not require assessing faith |
| Validity of Resolution 1-09 (notice / resignation) | Plaintiffs: Resolution invalid because Joel Peebles was a trustee entitled to notice; Meadows didn’t knowingly resign | Defendants: Joel Peebles wasn’t a trustee before March 2009, so notice defect irrelevant | Affirmed: trial court’s factual findings that Joel was a trustee were not clearly erroneous; lack of required notice rendered Resolution 1-09 invalid |
| Judgment scope re: non-parties / advisory-opinion claim | Plaintiffs sought declaration identifying the proper Board (naming Meadows and Joel Peebles) | Defendants: court lacked power to declare rights of non-parties and issued advisory opinion; non-joinder of indispensable parties required dismissal | Affirmed: effects on non-parties were not coercive or indispensable; ruling did not present an impermissible advisory opinion and did not require dismissal |
Key Cases Cited
- Shoppers Food Warehouse v. Moreno, 746 A.2d 320 (D.C. 2000) (long-arm statute requires claim-related contacts with the forum to satisfy due process)
- Bingham v. Goldberg. Marchesano. Kohlman, Inc., 637 A.2d 81 (D.C. 1994) (successor liability general rule and recognized exceptions)
- Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640 (5th Cir. 2002) (successor in interest’s contacts may be imputed to predecessor for jurisdictional purposes)
- Jones v. Wolf, 443 U.S. 595 (1979) (courts may resolve church disputes using neutral principles of law)
- Daley v. Alpha Kappa Alpha Sorority, Inc., 26 A.3d 723 (D.C. 2011) (distinguishing direct versus derivative claims in nonprofit governance contexts)