380 S.W.3d 599
Mo. Ct. App.2012Background
- Foundation is a Missouri pro forma decree corporation (Chapter 352) created to support the Missouri Baptist Convention, with a charter that requires Executive Board approval for amendments.
- Consent provision: amendments must be approved by the Executive Board for recommendation to the Convention and then by the Convention before circuit court submission.
- In 2001 the Foundation pursued two amendments: First 2001 Amendment (Oct 1, 2001) sought circuit court consent to convert status; the court issued a decree accepting the change.
- Second 2001 Amendment (Oct 10, 2001) purported to strip Convention rights, failed to show required approval, and did not carry forward the consent provision.
- Board claimed the Second Amendment violated the charter and various statutes and formed the basis for Count VII (contractual and other rights) and related relief requests in Counts VIII–IX.
- Trial court granted partial summary judgment on Count VII, voided the amendments as to violations, and ordered additional proceedings on two remedies (attorney fees and Golden Parachutes). The Foundation appealed under Rule 74.01(b).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the partial summary judgment appealable under Rule 74.01(b)? | Foundation: order is final on Count VII but leaves two remedies unresolved. | Board: order constitutes a final judgment on Count VII. | Not appealable; does not constitute a distinct judicial unit. |
| Did the partial judgment resolve all remedies within Count VII? | Remedies for attorney fees and Golden Parachutes remain to be resolved. | Judgment on Count VII is complete for purposes of appeal. | Remedies unresolved; not final. |
| Do Counts VIII and IX prevent Count VII from being a distinct judicial unit? | Counts VIII–IX arise from the same underlying facts and transactions as Count VII. | Counts VIII–IX are separate theories/claims. | Counts VIII–IX preclude treating Count VII as a distinct judicial unit. |
| Should Rule 74.01(b) relief be allowed given pending issues on attorney fees and Golden Parachutes? | Interlocutory appeal is appropriate since Count VII is resolved on its merits. | Rule 74.01(b) requires a complete, final resolution of the claim or a separate judicial unit. | Abandoned in favor of dismissal; insufficient finality. |
Key Cases Cited
- Gibson v. Brewer, 952 S.W.2d 239 (Mo. banc 1997) (final judgment must resolve a distinct judicial unit)
- Bakewell v. Breitenstein, 363 S.W.3d 353 (Mo. App. W.D. 2012) (partial summary judgments must specify no remaining unresolved issues to be final)
- Comm. for Educ. Equality v. State, 878 S.W.2d 446 (Mo. banc 1994) (interlocutory appeals require no just reason for delay; finality rules apply)
- Buemi v. Kerckhoff, 359 S.W.3d 16 (Mo. banc 2011) ( Rule 74.01(b) considerations and finality in multi-claim actions)
- Exec. Bd. of Mo. Baptist Convention v. Windermere Bapt. Conference Ctr., 280 S.W.3d 678 (Mo. App. W.D. 2009) (contextual background on Convention and Board authority)