Southern Methodist University and Paul J. Ward v. South Central Jurisdictional Conference of the United Methodist Church and Bishop Scott Jones
23-0703
| Tex. | Jun 27, 2025Background
- Southern Methodist University (SMU), established by Methodist Church predecessors, operated as a nonprofit, nonmember corporation with governing documents giving the South Central Jurisdictional Conference of the United Methodist Church (the Conference) specific control rights, including power to approve amendments.
- In 2019, amid doctrinal disputes, SMU’s board of trustees unilaterally amended its articles of incorporation to remove all Conference control and related provisions, filing the amendments without Conference approval.
- The Conference sued, seeking declaratory judgment that the amendments were void, asserting claims for breach of contract (as either direct party or third-party beneficiary), and alleging SMU filed a materially false instrument with the Texas Secretary of State.
- The trial court dismissed the declaratory-judgment and contract claims and granted summary judgment to SMU on the false-filing claim; the court of appeals reversed in part, restoring most Conference claims.
- The core dispute centers on whether the Conference can sue to enforce governance rights under SMU’s original articles and whether such rights are contractually enforceable or statutorily protected.
Issues
| Issue | Plaintiff's Argument (Conference) | Defendant's Argument (SMU) | Held |
|---|---|---|---|
| Conference’s Authority to Sue | Has statutory right under Ch. 22, including §22.207, and is entitled to enforce governance rights from articles | Only members, shareholders, or the AG can sue for ultra vires acts; Conference is none of these | Conference may sue under §22.207 to enforce control rights granted by the articles |
| Breach of Contract (1996 Articles) | Articles are a binding contract; Conference is either a contracting party or third-party beneficiary | Articles of a nonmember nonprofit are not contracts enforceable by nonmembers | Conference may pursue breach as a third-party beneficiary given articles and statutory context |
| False Filing (Texas Bus. Orgs. Code §§4.007/4.008) | SMU’s filing stating amendments were properly approved was materially false | Statement reflected good-faith legal opinion, thus not a materially false instrument | Statement was not materially false as a matter of law; summary judgment for SMU on this claim |
| Subject Matter Jurisdiction / Ecclesiastical Doctrine | Issues are secular, involving contracts and corporations law, not church doctrine | Raises matters of church doctrine and governance beyond court’s jurisdiction | Courts have jurisdiction: dispute turns on neutral principles of law, not ecclesiastical questions |
Key Cases Cited
- Masterson v. Diocese of Nw. Tex., 422 S.W.3d 594 (Tex. 2013) (affirming the neutral principles approach to church property and governance disputes)
- Westbrook v. Penley, 231 S.W.3d 389 (Tex. 2007) (discussing the distinction between ecclesiastical and secular jurisdiction)
- City of Houston v. Williams, 353 S.W.3d 128 (Tex. 2011) (third-party beneficiary status clarified by clear contractual language)
- CSR Ltd. v. Link, 925 S.W.2d 591 (Tex. 1996) (requiring both subject matter and personal jurisdiction for binding judgments)
- First Bank v. Brumitt, 519 S.W.3d 95 (Tex. 2017) (principles for third-party beneficiary contract status)