66 Mass. App. Ct. 836 | Mass. App. Ct. | 2006
A by-law of the congregational
1. Background. We summarize the facts alleged in the amended complaint which, for purposes of reviewing the dismissal of a complaint pursuant to Mass.R.Civ.R 12(b)(6), 365 Mass. 754 (1974), we accept as true.
The General Convention alleges that the local church has
Facing that question, a Superior Court judge, pursuant to motions to dismiss, ruled, among other things, that the phrase “cease to exist” does not mean disaffiliation and dismissed the amended complaint. He also ruled that the General Convention and other named plaintiffs lacked standing to pursue their other claims. The motion judge also concluded that resolution of the claims for “fraud or other wrongdoing in the admission of new members . . . would necessarily intrude into matters of religious doctrine.”
2. Jurisdictional issue. The threshold question facing the motion judge and this court today is whether this dispute properly belongs in the civil courts of the Commonwealth. We begin our discussion with the long-recognized principle that “the First Amendment [to the United States Constitution] prohibits civil courts from intervening in disputes concerning religious doctrine, discipline, faith, or internal organization.” Alberts v. Devine, 395 Mass. 59, 72, cert. denied sub nom. Carroll v. Al
As settled by Callahan, judicial intervention may extend only to matters that do not involve religious “doctrine, canon law, polity, discipline, and ministerial relationships.” Callahan, supra at 708, quoting from Williams v. Episcopal Diocese of Mass., 436 Mass. at 579. Callahan, who had been the interim minister of the First Congregational Church of Haverhill, alleged that the defendant church breached its employment contract with him by not following its “own written procedures in carrying out [its] investigation and disciplinary proceedings” against him. Callahan, supra at 712-713. The court, however, refused to enter that thicket because “a church must be free to decide for itself what its obligations to its ministers are, without being subject to court interference.” Ibid., quoting from Williams v. Episcopal Diocese of Mass., 436 Mass. at 581. Further, the court observed that the “assessment of an individual’s qualifications to be a minister, and the appointment and retirement of ministers, are ecclesiastical matters entitled to constitutional protection against judicial or other State interference.” Id. at 715, quoting from Alberts v. Devine, 395 Mass. at 72-73.
Here, the General Convention, acting through its former church leaders, asks, in its counts alleging membership fraud,
That conclusion, however, does not end our inquiry. The First Amendment does not prohibit the courts from deciding a property dispute involving a church as long as the courts do not intrude upon issues of church doctrine. See Jones v. Wolf, 443 U.S. 595, 602 (1979), quoting from Maryland & Va. Eldership of the Churches of God v. Church of God at Sharpsburg, Inc., 396 U.S. 367, 368 (1970) (Brennan, J., concurring) (“[A] State may adopt any one of various approaches for settling church property disputes so long as it involves no consideration of doctrinal matters, whether the ritual and liturgy of worship or the tenets of faith”).
As we have noted, the amended complaint sets out numerous causes of action, the most important of which is a declaratory judgment claim (count I) that the local church’s by-laws require that, upon disaffiliation, the church’s assets are to revert to the General Convention to be held in trust until another church affiliated with the General Convention can be established. We conclude this count presents an issue that is not barred from the
Our conclusion is fortified by our recent decision in Episcopal Diocese of Mass. v. DeVine, 59 Mass. App. Ct. 722, 728 (2003), where we upheld the exercise of jurisdiction over a claim to enforce a diocese’s own determination with respect to the parish church. We reiterated that although the First Amendment does not grant judicial authority to intervene in nonsecular disputes within a church, “[t]he State has an obvious and legitimate interest in the peaceful resolution of property disputes, and in providing a civil forum where the ownership of church property can be determined conclusively.” Ibid., quoting from Jones v. Wolf, 443 U.S. at 602.
3. The by-laws. As the basis for dismissal of count I of the amended complaint, the motion judge concluded that the “plain language” of art. X, § 3, of the by-laws governing transfer of the local church’s assets to the General Convention applies only if the local church shall “cease to exist,” but not if it disaffiliates from the General Convention.
On the issue of construing the by-laws, the General Convention argues that the phrase “the religious body known as the Boston Society of the New Jerusalem, Inc. shall cease to exist” in the by-law essentially means cease to exist as a church affiliated with the General Convention. To support the argument, it alleges that art. X, § 3, was added to the by-laws “at the time when the General Denomination feared the church and its assets could be the subject of a takeover from a rival denomination known as the General Church.” The local church, it alleges, “added this provision to ensure that the Church’s assets would remain with The General Convention for the establishment of a new affiliated church should disaffiliation ever occur.”
While the motion judge determined that the by-law was unambiguous as a matter of law, we disagree. It is settled by our decisions that “language is ambiguous where ‘an agreement’s terms are inconsistent on their face or where the phraseology can support reasonable difference of opinion as to the meaning of the words employed and obligations undertaken.’ ” Post v. Belmont Country Club, Inc., 60 Mass. App. Ct. 645, 652 (2004), quoting from Fashion House, Inc. v. K Mart Corp., 892 F.2d 1076, 1083 (1st Cir. 1989). In this case an ambiguity is present because the term “cease to exist” is “susceptible of more than one meaning and reasonably intelligent persons would differ as to which meaning is the proper one.” County of Barnstable v. American Financial Corp., 51 Mass. App. Ct. 213, 215 (2001). See Vezina v. Mahoney & Wright Ins. Agency, Inc., 40 Mass. App. Ct. 218, 223 (1996) (“The word was not defined . . . , and the judge properly treated it as ambiguous and subject to elucidation from the circumstances”).
4. Other claims. Standing on a different footing, however, are the allegations in the amended complaint of violations of G. L. c. 93A and RICO, as well as claims for fraud and mismanagement. We agree with the motion judge’s determination that G. L. c. 93A does not apply to noncommercial, intraorganizational disputes. See, e.g., Riseman v. Orion Research Inc., 394 Mass. 311, 313-314 (1985) (no G. L. c. 93A claim when dispute concerned internal coiporate governance); Zimmerman v. Bogoff, 402 Mass. 650, 662-663 (1988); Szalla v. Locke,
With respect to the remaining claims that deal with either the alleged mismanagement or misappropriation of local church assets by the individual defendants or with the admission by them of “unqualified” church members, the motion judge correctly concluded that these claims were either preempted by the Attorney General’s superintendence of charitable organizations and trusts, Weaver v. Wood, 425 Mass. 270, 275-278 (1997), cert. denied, 522 U.S. 1049 (1998), or required a consideration of church doctrine and are not justiciable under the Callahan case.
We agree with the motion judge’s decision concerning the RICO claims that were dismissed with prejudice in the Federal District Court for failure to allege a pattern of racketeering activity. They are barred from reconsideration by the principle of res judicata. See Lawlor v. National Screen Serv. Corp., 349 U.S. 322, 326-327 (1955) (res judicata applies where plaintiffs sue upon same cause of action litigated between the parties in a prior suit).
Chapin, as an individual plaintiff, claims that he has standing to pursue a claim of vote dilution because his interests in this claim are “distinct from any member of the public,” quoting from Weaver v. Wood, 425 Mass. at 277. However, his claim rests in the alleged improper admission of new members. If we were to reach that claim, it would necessarily require an examination of the qualifications and admission of new members, which is prohibited under the First Amendment.
Accordingly, the allowance of the motions to dismiss is reversed as to counts I and H, insofar as the amended complaint states a claim cognizable under the local church’s by-laws. That claim is remanded for further proceedings consistent with this opinion. The dismissal of the remaining counts (counts III through XI) is affirmed.
So ordered.
The Swedenborgian church is a congregational, rather than a hierarchical, church. For a discussion of the distinction between these two organizational structures, see, e.g., Callahan v. First Congregational Church of Haverhill, 441 Mass. 699, 704-709 (2004).
The instant case was originally commenced in Federal District Court, with the RICO claims providing the basis for Federal jurisdiction. After a Federal District judge dismissed the RICO claims with prejudice, the case was remanded to the State court.
The motions to dismiss — separate motions were made by the local church and the individual defendants — recite a jurisdictional challenge made pursuant to Mass.R.Civ.R 12(b)(1), 365 Mass. 754 (1974), as well as a challenge pursuant to Mass.R.Civ.R. 12(b)(6). The defendants did not submit any affidavits in support of their motions. Therefore, the motions are a “ ‘facial attack’ based solely on the allegations of the complaint, taken as true for purposes of resolving the [motion].” Hiles v. Episcopal Diocese of Mass., 437 Mass. 505, 516 n.13 (2002). The special procedures pertaining to the resolution of motions raising factual issues pursuant to rule 12(b)(1) are not invoked. For a discussion of these procedures, see, e.g., Callahan v. First Congregational Church of Haverhill, supra at 709-710; Wooten v. Crayton, ante 187, 190 n.6 (2006).
The office of the Attorney General investigated these allegations and entered into a consent judgment with the church. In essence, that judgment placed the church under the Attorney General’s oversight until 2007 through the appointment of an interim chief financial officer who makes quarterly reports to the Attorney General’s office. The judgment did not remove either Kennedy or MacKenzie from their positions in the church.
Jones v. Wolf, supra, does not, however, require a court to settle property disputes within a church, and we emphasize that, pursuant to our decision in Wooten, such disputes should be examined only to the extent that it is necessary to determine “where church authority is vested” or “whether that authority has expressed its will.” Wooten, supra at 198.
In this case we have refused to inquire into the allegations of membership fraud and mismanagement, as consideration of these would wade impermissibly into an interpretation of church doctrine. See infra. However, unlike Wooten, there is a provision of the by-laws in this case that is ambiguous, and in the absence of a supervising church to interpret this provision, further court intervention is permissible. See Wooten, supra at 197 (“By definition, a congregational church can turn to no supervising church institution to adjudicate the conflict. Thus, court intervention may be the only viable means for the parties to resolve their differences”).
Article X of the church by-laws reads in pertinent part as follows:
“Section 3. Dissolution
“In the event that the religious body known as the Boston Society of the New Jerusalem, Inc. shall cease to exist, all funds and holdings shall be transferred to the General Convention of the New Jerusalem in the United States of America.
“These assets shall be held in escrow for the establishment of another General Convention of the New Jerusalem (Swedenborgian) Church within the City of Boston, Massachusetts. After a period of twenty (20) years, should no such Church exist, the capital and income therefrom shall revert to the General Convention of the New Jerusalem (Swedenborgian) with any restrictions of uses which may have been voted by the Society members at the time of dissolution.”
Attached as an exhibit to the original complaint is the affidavit of John Perry. Although the defendants contend that we may not consider the affidavit, “(i)n evaluating a rule 12(b)(6) motion, we take into consideration ‘the allegations in the complaint, although matters of public record, orders, items appearing in the record of the case, and exhibits attached to the complaint, also may be taken into account.’ ” Schaer v. Brandeis Univ., 432 Mass. 474, All (2000). See Yarde Metals, Inc. v. New England Patriots Ltd. Partnership, 64 Mass. App. Ct. 656, 657 n.l (2005). The affidavit of John Perry states, in pertinent part: “I was involved with the Church’s adoption of this provision when it was added to the bylaws .... The provision would be triggered if the Church disassociated itself, in any way, from The General Convention. In such a situation, the assets of the Church were to be returned to the General Convention for the establishment of another General Convention Swedenborgian Church in Boston. . . . The Church did not intend that the provision would be triggered only if it lost all members or ceased operating altogether.”
Count II is a count for conversion against the individual defendants MacKenzie and Kennedy, premised on the proposition that MacKenzie and Kennedy wrongfully converted assets of the General Convention to their own use. This count also survives the 12(b)(6) motion to dismiss.
