In Re Church of St. James the Less

determining did not err that the Board OF ST. JAMES In Re CHURCH “police were not officers” Agents THE LESS. See, e.g., purview of Act 111.

within Lodge No. Fraternal County Delaware The of St. James Appeal of (“[T]he Police, 690 A.2d at 757 Order of Sugden, Spaeth, Gary Less, E. Karl H. [two-part] applied by [Board] test Becky and Robert Snead. S. Wilhoite whether an em- this Court to determine ‘police’ purposes officer for ployee is a Pennsylvania. Commonwealth re- conjunctive test which Act is 4, 2003. Argued June An prongs both be satisfied. quires that 7, 2003. Decided Oct. performed by cer- into the duties inquiry necessary only after it employees tain employees

has been established to act as legislatively been authorized

have ...”). short, did not

police the Board to, exceptions dismissing

err final, Hearing

making absolute and Proposed of Dismissal

Examiner’s Order joint for certi- request

which dismissed the

fication.

Accordingly, the order of the Board is

affirmed.

ORDER October, NOW, day

AND this 6th the order of the Labor Board, at January

Relations dated E, PF-R-02-23 is affirmed.

No. 732-201(a). added.) 201(a) (Emphasis 71 P.S. the Act declares that: ation. Section pow- Attorney be an expressly Office of General shall states that provision This Attorney independent department.... Attorney are those which General ers of the per- powers and shall exercise such General ”). ... in the Act itself are set forth set forth. duties are hereinafter form such Shestack, Philadelphia, ap-

Jerome for pellant. Kohart,

Mary E. Philadelphia, appel- lee. COLINS,

BEFORE: Judge, President McGINLEY, SMITH-RIBNER, Judge, FRIEDMAN, Judge, Judge, LEADBETTER, SIMPSON, Judge, LEAVITT, Judge, Judge. BY Judge OPINION SMITH- RIBNER.

The Church of St. James the Less (Church), Spaeth, Karl H. Gary Sugden, E. Becky ap- S. Wilhoite and Robert Snead peal from an order of the Division of the Court of Common Pleas of that, alia, Philadelphia County inter void- attempted ed between the Church and a known as the (Foundation), CJSL Foundation directed the return of Epis- (Diocese) copal Diocese of Appel- well as the removal of individual lants as or- accounting damages dered an to assess related to bringing ques- the lawsuit. The (1) whether, tions raised include: as stated in Presbytery Beaver-Butler United Presbyterian Church in United States v. Standing Commit- and its of the Diocese Presbyterian Middlesex Trustee of Diocese to be tee declared (1985), and consistent A.2d 1317 personal real and the Church’s con- guarantees religious freedom vestrymen. removal of ordered in the First Amendment tained in- merger to declare They filed suit in Article and United States Constitution vestrymen. valid and to remove I, Pennsylvania Constitu- Section 3 of the tion, unimpaired title to holds the Church provisions Orphans’ Court examined The in interest property with no trust its of the Church corporate charter of the (2) Diocese; First Amend- whether the in 1919 in and as amended beginning 1846 I, an preclude and Article Section ment National and provisions of and 1967 and Act 7 of the of interpretation of Section that court stated The Diocesan Canons. amended, 1855, 328, 26, April P.L. membership in the its consequence of as a Diocese title to gives § that P.S. personal and hierarchy, all real Episcopal (3) merger property; whether the Church subject held property of the Church action; corporate proper valid and was a Standing of the disposition and the control (4) vestrymen breached and whether the Diocese Bishop of and Committee approving the fiduciary duty by their with the and in accordance of parish a vote. submitting and it. to and the Constitution Pennsylvania, laws of and of the National Church Canons I applica- The court stressed Diocese. 81, which, by as amended Church, 10 P.S. parish sixty- tion of presently a 20, 1935, P.L. members, Act of June active adult Section eighty-five five to (Act 1935), part in that provides incorporated part in 1846 as be- property has been Episcopal whenever Diocese and of the corpo- (National to a Church), conveyed or queathed, a devised the United States by a church for for use person ration or government form of consist- hierarchical held shall be the same specified purposes, democratically elected tiers.1 ing of three disposition the control and a real includes The Church’s power controlling having a church, such authorities yard ground, and burial a and “in accordance house, to be exercised rectory, a house sexton’s usag- regulations, subject to the rules tower. day school and a memorial bell canons, es, discipline requirements dif- theological Because of doctrinal and organi- or body, denomination ferences, vestry religious sub- April 1999 the church, congregation such membership to zation to which proposal to the mitted a belong....” society shall religious from the Diocese and separate the Church Diocese, XII of the Canon quoted through merger of the National Church provided which adopted into the existing sale, mortgage of conveyance that no Foundation, incorporated solely which was specified uses property devoted Bishop church May 1999 the purpose. Convention, by bishops elected other Court concluded 1. The lay clergy and The three other diocesan Episcopal Church is hierarchical. rectors and "parish parishes; lev- and the government by include the their delegates tiers of elected el,” twelve-person by level,” governed governed which is "national vestry, by the elected directors or board of consisting of a House Convention General meeting; the "dioc- membership at annual op. Ct. Deputies. Tr. Bishops and a House level,” governed an annual which is esan pp. at comprised of the diocesan Convention by any parish should be made without from the National had rendered prior Bishop consent written and a ineligible themselves to hold office under Standing of members of the provisions Com- corporate charter. mittee of the Diocese.2 The court held should legal be removed and that the title to the rejected argu- real of the Church is held ment of adopted the Church that it never Bishop Standing Committee canon, given stating that the canons were trust for the Church for the benefit of its adopted for the Church with the full au- members and for the benefit of the Dio- thority of state law. The court noted that cese.3 Beaver-Butler, Presbytery under court need not defer to the determinations Bishop

of the or Standing Committee as to II However, matters of civil law. because The Church first asserts that the Or testimony corporate pur- showed that the phans’ departed from Pennsylvania Court pose of clearly the Foundation was unau- governing law property disputes thorized and therefore invalid its formation and violated federal and state constitution precluded. The Foundation was void al guarantees religious liberty award inception, by product at its decep- the ing Diocese title to and control of tion of the against Depart- the Wolf, Church Jones v. 443 ment of State. The court described the 595, 3020, U.S. S.Ct. L.Ed.2d 775 required three-step process to effect a ma- (1979), Court held that a terial change to the Church’s articles of matters, may state not decide ecclesiastical incorporation: change submission of the may constitutionally but it resolve church a vote of membership; submission to property disputes by applying “neutral Bishop Standing and the Committee of principles of In Presbytery law.” Bear Diocese; and submission to the Or- ver-Butler, 507 Pa. at 489 A.2d at phans’ approved Court. If at all three Pennsylvania Supreme Court stages, changes might properly be sub- firmly adopted approach and mandat Secretary mitted to the of State. Because dispute ed that when faced with a between proper followed, procedures not were body a denominational and a local church place. never took property, over control of church the Court, however, body did will not defer to the denominational defer finding “apply principles to the ecclesiastical but rather must the same Bishop Standing applied non-religious Committee that of law as would be vestrymen, by voting argues to disaffiliate associations.” The Church that the of, quoted Congregation 2. The court also the National Church's Mission or remains a 1.7.4, to, Canon known as the "Dennis Canon”: and this Church and its Constitu- tion and Canons. personal property All real and held Parish, benefit of Mission or Appellate review of a decision of the Or- Congregation is held in trust for this [Na- phans’ Court is to assure that the record is tional] Church the Diocese thereof in legal Parish, free from error and to determine if the Congrega- which such Mission or findings supported by competent trust, are and ade- tion is located. The existence of this evidence, however, quate predicated upon capri- way power shall in no limit the Parish, Mission, competent cious disbelief of and credible evi- authority Estate, Congregation existing dence. In re Damario’s otherwise over such Parish, (1980). long particular as the 412 A.2d 842 Court, Pavuk, 114 Pa. America apply dox Church required 176, 181, prescribed 538 A.2d principles neutral law Cmwlth. deeds, whether case: provisions of its asserts that Church charter and the relevant National Church any in- not evidence corporate charter do and Diocesan constitutions and Church II, trust. Article Section tent to create a unambigu- clear and canons demonstrate provides pur- that the 1967 Charter intended to ous evidence Church pose in favor of the National create ac- public worship Almighty God Church and the Diocese. discipline the faith and cording to that whether a denomination is maintains in the United Episcopal Protestant irrelevant. hierarchical is the Diocese of of America and States also contends that the Or The Church Article III declares that Pennsylvania. phans’ misread 10 81 because P.S. to, recognizes “accedes of that act refers nothing language doctrines, constitution, canons adopts the to creation of a trust favor of the de worship” of the Protestant discipline and expressly nomination where none has been Episcopal Church and the constitution granted by the local church. The Church Diocese, VI, and Article Sec- canons of the Four maintains that under the First and membership any from tion excludes teenth Amendments to the United States or refuse con- “person who shall disclaim prohibited Constitution the state is constitu- formity and obedience to the penalizing religious individuals for their tion, canons, doctrines, discipline or wor- Verner, beliefs. Sherbert v. 374 U.S. or ship Episcopal of the Protestant 83 S.Ct. 10 L.Ed.2d 965 To P-10. Similar of the Diocese....” Exhibit I, like effect is Article Section 3 of the from the Book of Order language quoted Awarding Constitution. was held to Presbytery in Beaver-Butler of penalizes to the Diocese Church’s develop- only spiritual to matters of refer exercising religious the Church for beliefs create a ment and not to evidence intent to in that the from the Church’s withdrawal trust. religious National Church was for reasons:

the Church adheres to more orthodox reli canons of According to the Church the gious tenets than does the National and Diocese do not the National Church separate heading Church. Under in the any the Diocese trust interest grant closely argu Church advances its related corpo- The Church’s property. Church’s pursuant principles ment that to “neutral last time was amended for the rate charter analysis of law” the Diocese has no claim than a decade in was more which any to the nor is it in adopted before the Dennis Canon in of the Diocese. This Court favor contained no In 1967 the canons prin that under the “neutral has restated purported trust express of a statement party must ciples” approach the burdened property and the Church over local church (1) an transfer demonstrate “either actual acceded to expressly implicitly never congregation from the Canon, rather disclaimed but the Dennis (2) clear and body hierarchical church Furthermore, by voluntari- any accession. documentary evidence or unambiguous constitution bound ly agreeing to be congregation part conduct on the Church, the canons of the National in favor an intent to create a trust evincing to later-enacted did not bind itself body.” Ortho- Church the hierarchical church implicitly which has between the canons of it had no notice at the existed re parishes through- time of accession. See In Petition and their dioceses local the Board Directors the State Police Episcopal history out the of the Protestant Ass’n, 405, 472 A.2d Church.”).4 Civic 80 Pa.Cmwlth. Neither Jones v. nor Wolf (1984) (holding specific that requires Beaver-Butler Presbytery of rights of member of beneficial association can- parish expressly each consent to each fixed, pursuant to contract become such as adopts. church on that its national pension, vesting subsequent of a may bylaws amendments to or constitution The Diocese contends rights). not affect those proper question of a trust Church’s may be decided ty favor of the Diocese responds prop- The Diocese that church alone, on the basis of the Dennis Canon erty disputes may be and are decided the Diocese agrees. and the Court As would treat a treating dispute as one notes, adopted National Church dispute parties, secular between year Dennis Canon the same that Jones may only deeds and consider language was decided. Wolf an rules organization’s contracts but also Canon, above, clearly es Dennis see n. applicable relating law to trusts. tablishes a trust in favor of the Diocese. Jones v. Court held Wolf argues on the basis of may a national church enact canons at Calhoun, Pa. Presbytery Donegal v. property disputes erupt time before to en- (1986),in which Cmwlth. 513 A.2d 531 loyal sure that factions to the hierarchical local church learned 1979 that the church will retain denomination intended to amend its consti pro- church enacts Once a national such upon impose congrega tution to a trust all vision, give be to the civil courts will bound property in favor of the denomina tional it that the effect. Id. The Diocese asserts tion, immediately the local church took just National Church did that when en- steps property to its to an inde transfer the Dennis Canon. See Trustees acted of and, corporation, the local pendent Albany Trinity Episcopal v. the Diocese of Presby convinced that the church became Gloversville, 282, A.D.2d 250 of legal tery any necessary would take action 288, 76, (N.Y.App.Div. 81 684 N.Y.S.2d transfer, 1999) (“[T]he the local church to rescind the ‘Dennis Canon’ amendment As the Di- relationship immediately a disaffiliated itself. expressly codifies applied. granted application In Daniel the local church 4. The Court the to and Canons argument permission to had adhered the Constitutions Diocese after oral Wray, and the diocese for 580 of the National Chinch submit the decision in Daniel Here, nearly fifty years. despite the Church’s (N.C.Ct.App.2003). a S.E.2d 711 In Daniel the to a 1995 letter in which clerk from the same National reference local church seceded here, Bishop vestry that the although a faction re- asserted Church involved agreed policies, recognized had not or acceded to loyal the their mained diocese changes adopted by practices the National newly vestry legitimate. The court elected as 1976, including Diocese since or "connectional” Church or the stressed the hierarchical of Common organization, adoption of the 1979 Book under which as a the nature of the (while Prayer agreeing pay to the Diocesan parent body right to general rule the has the churches, Episcopate), for the property of local affiliated assessment control the Church Ex. it is clear that Canon and a St. James and it held that the Dennis to the Constitutions providing for the immediate remained diocesan canon the Diocese and the National vesting parish in the trustees Canons of of of a years. 150 a Church for over diocese in the event of dissolution of

325 out III points twenty ocese the Church waited the years adoption after of the Dennis Orphans’ The Church asserts that the take Canon to action inconsistent with it.5 law, matter acted Court erred as a of evidentiary support without and abused Diocese argues the declaring merger the discretion § correctly 10 P.S. applied Court as the Foundation to be void Church with statute, that under this the court must look ultra vires corporate It contends an act. determining property church’s rules in to a of merger legitimate that the was a means See Archbishop Most Reverend disputes. separation the the accomplishing Metropolitan Senyshyn Ambrose v. Kar Diocese. Church from the Because lak, 348, 362, Pa. 341 A.2d always belonged exclu- Church’s (1975) (Roberts, (“To J., dissenting) sively every right it had to requires [10 81] extent P.S. protected in a manner that disaffiliate best courts of the engage Commonwealth Moreover, its lawful interests. inquiries forbidden the First Amend merger require approval not did ment, However, simply it is invalid. or the because Diocese Court susceptible is entirely statute a con it did not entail amendment struction mandating determination of incorporation. Church’s articles questions such manner if the same as Diocese could submits occurred, involved were not church have for it for the impossible corporation.”). or- merge Church to into non-existent provisions through incorporation 5. The Diocese that other or other- asserts its articles trust, possession noting evidence the wise an to retain and con- creation of intent this Court in trol of Union First Conferenceof African Shell, Colored Methodist Protestant Church v. Bishop observes that the (Pa.Cmwlth.1995), quoted A.2d 77 Diocese Petitioners Ex. P submitted principle Presbytery Beaver-Butler that September which a letter of particular words or no form of conduct Rector, unanimously approved War- required to the intention to manifest create Bishop, Vestry dens Church to the Specifically, provisions trust. Articles inquiring quoting Canon Diocesan 19.4 and II, charter, III and VI of Church’s men- "by procedures whether exist (as explicit tioned above as the over well trust Corpora- properties Church and assets property parish the of in the the event of Less, tion of of S. James the now the Church IX, 3), in dissolution Article Section evidence Foundation,” in the held Church Further, such intent. Diocesan Canon 13 might legally out- be transferred to be owned provides property by parish that held is held right by Corporation, and the Parish free Episcopal the work "for of the Protestant claims, conditions, or encum- clear of Pennsylvania” the Church in Diocese of and Foundation, Dio- brances Church the that the Diocese ultimate control over has any organization affil- cese of or sold, property may mortgaged whether be iated This is evidence that with them. addition, leased. In National Can- or Church perfectly that its real Church understood well prevents property 1.7.3 of with- alienation property in trust. Further evidence was held out Diocesan The Diocese contends consent. property that that the Church never owned provisions such must be considered to- that subject authority to denom- was not gether parties’ intent. in to establish the As Dioce- ination from the minutes of the comes showing Union First Colored Standing that in san Committee of African Conference sought permission Church the record here Methodist Protestant from 1852 the Church conclusively property, that a trust was demonstrates Diocese lease and in 1854 to denomination, sought permission favor the Diocese created in that Church planned governing property upon mortgage rules to which bound that, rectory and hall. Exs. P-2 unlike certain other to build a See denomination and cases, P-3. the local Church failed establish Lycoming v. litigation. Township inval See ganization. was further (Pa.Cmwlth.2001) Shannon, 5547, 780 A.2d § requires id under 15 Pa.C.S. jurisdiction that of the court over (holding Orphans’ approval.6 See In re Unit Court dependent upon proper ser a defendant is Presbyterian Ass’n North ed Women’s Moreover, the proceeding). vice (1996) America, Pa. D. & C.4th in property interest vestrymen have (“Section prohibits 5547 ... the diversion positions, and for the court to remove their purposes from the to which process them due is a constitution without committed, long it has been so as that Pennsylvania Dental al violation. See possible.”). purpose remains 92 Pa. Department, Ass’n v. Insurance agrees The Court with the Or (1985), 498 A.2d 990 Cmwlth. aff'd phans’ Court and the Diocese A.2d 647 part, purpose for a Foundation was established 5712(a) Corpo- Nonprofit Section than that of the completely different 5712(a), § ration Law of 15 Pa.C.S. Church, namely, to take the a director provides pertinent claimed the Church out of the Diocese. in a fidu- nonprofit corporation of a stands founding this was an act of Whether ciary relation to the and must faith, of church bad movement perform good his or her duties faith from the Church to the Foundation would corporation, in the best interests of the plainly change purpose re constitute rely in the director shall be entitled to approval.7 Court’s quiring information, opinions, good faith on the prepared pre- reports or statements IV by counsel. The Church states sented vestrymen finding As to the vestrymen that the record shows that the fidu- acted in bad faith and breached their that what was best for the mem- believed merger, ciary duty approving was for the bers of the Church contends that the Court faith com- continue to function as a viable law, a matter of acted without erred as munity present in its location Ortho- discre- evidentiary support and abused its Anglican dox tradition. The members addition, erred in im- they right tion. the court had the vestry believed disaffiliate, they sought and followed posing liability on twelve counsel, who identified parties of them were advice only four amended, 5547(b), it remains. The Church and with the Church 15 Pa.C.S. 6. Section prop- 5547(b), rejects position inasmuch as provides: erty given a unit of the to the Church as pur- Property committed to charitable Church and hierarchical National not, by any proceeding under poses shall wholly indepen- given to a its control was not (relating to fundamental Chapter entity subject dent to no control. otherwise, changes) be diverted from the or donated, granted objects it was to which merger posits further The Church devised, di- and until the board of unless approved by was a valid vote body from the rectors or other obtains Church; however, the Or- parishioners of the Ch. 61 an order under 20 Pa.C.S. phans' the did not Court stated that record estates) disposi- (relating specifying the quorum and also present that a was establish property. tion regard- questions remained that unanswered asserts ing vote taken. The Church reply argues that the actual In a brief the Church quorum a raised the issue of as there was that the court Section 5547 was not involved proof. misplaced the burden of objects sponte the sua to which no diversion from donated, holding, concludes the Court granted or devised as In view of property was question is moot. given that this BY President OPINION advised DISSENTING option as the best and who merger would not involve amend- that a Judge COLINS. subject to incorporation

ment of articles majority’s respectfully I dissent to rejected approval. They coun- Diocesan of St. James strip the Church decision however, a bringing suggestion, sel’s to award it to property and the Less of its against action as such action quiet title the Diocese. consistent fellow Christians would be scripture. (St. James the Less The Church St. Orphans’ found Court James) laymen founded in 1846 promote their own vestrymen acted to Falls/Allegheny living in the East West interest, purpose had their been even but remains Philadelphia. St. James area acting method of was a viola proper, their it was founded. where fiduciary duty. The Diocese tion of their building, consist of a church Improvements credi that the court made first-hand be revealed the Bible to parishes consider affirmed. Philadelphia County is Pleas of parish affairs over rigid control to the hierarchical is in stark contrast 1. This structure Pope. up to the a direct line a that extends in exercises Catholic Roman Foundation) (the truth; was a parishes liberal and the Dio- CSJL Foundation more 4) action; and personal proper corporate it to a reli- valid and guide cese view as a interpretation. Vestry of St. gious This breach between whether the members fiduciary duty the Diocese and St. James resulted their to St. James breached separation of from the Diocese by approving merger St. James a of St. James James April separation 1999. The effected submitting merger and that to CSLJ merger original parishioners a vote of the St. James. non-profit corpora- into a new St. James express The trial court found an purpose. tion established for that placed trust existed because the ECUS an almost unani- merger took effect after explicit language trust in its Constitution membership April mous vote (“the and Canons at Canon 17.43 Dennis separated merger merely 1999. The St. Canon”) pursuant Supreme to the U.S. ECUS; James from the diocese and the opinion Wolf, in Jones v. 443 U.S. Court day-to-day operation of did not affect the 3020, 61 L.Ed.2d 775 99 S.Ct. In May, subsequent St. James. conclusion, reaching In this Bishop merger, Standing and misconstrues Jones v. because Wolf Diocese, ostensibly Committee of the act- simply case not and cannot does 13.4,2de- ing pursuant to Diocesan Canon what the ma- such a conclusion. Here is clared the Diocese to be the trustee said, jority personal real and St. James v. Court Jones Wolf effect from the sought ruling to that may enact held that a national church Orphan’s Orphan’s Court. property dis- any canons at time before appeal. agreed, and St. James filed this erupt loyal ensure that factions putes we are asked to address questions hierarchical church will retain the to the 1) unim- are: James holds whether St. property. Once a national paired any title to its real free of provision the civil church enacts such 2) Diocese; trust interest favor of the give it courts will be bound to effect. whether the First Amendment to the U.S. added.) (Emphasis Constitution and Article Section 3 of the Majority opinion at 324. in- preclude an Pennsylvania Constitution (Act 1935) however, say does not terpretation of 10 P.S. Jones Wolf can- may “a national church enact title and control of the real gives 3) Diocese; suggests ....” It that a national church property of ons St. James parishes jointly and its individual should whether the of St. James with personal property held or Providing Corpora- All real and 2. Entitled Trustee for for Function, Parish, Mission, pro- this Canon tions Unable or for the benefit of alia, vides, will take inter that the Diocese Congregation is held in trust any parish property from a under the Diocese thereof in which Church and which, Bishop discretion of the in the sole parish, Congregation is lo- Mission or such Diocese, Standing Committee of the trust, however, cated. The existence of this act in accordance with the "has ceased to power way limit the and authori- shall no Constitution, Canons, doctrine, discipline, Mission, congregation ty of the Parish worship Episcopal Church and the existing property so over such otherwise and Canons of this Diocese ... Constitution Parish, long particular as the Mission by-laws such anything in the articles or of, Congregation remains contrary incorporated body notwith- to, and its Constitution this Church standing. ...” to the ECUS] Canons. refers ["Church” states, 3. The Dennis Canon property disputes that, were free to resolve in the event a schism within agree ap- loyal religious faction to the national denominations parish within church church retain control of the law. If plication principles will of neutral are property. Jones, must, apply The facts of Jones as and we follow we Wolf case, starkly law, distinct principles” of we reach “neutral misreading on majority’s reliance its re- inescapable conclusion that St James has lead it to a conclusion that is not Jones Jones the owner of its mains only unsupported by language of Jones 2,1979; the Dennis Can- July decided that is in clear conflict with our own but at its Gener- adopted by on was the ECUS law of trusts. Jones dealt well-settled 12,1979. Ap- September on al Convention a con- parish, with a schism within a not us, no that pellees tell “There is evidence flict and a denomination. between circulat- proposed canon was [Dennis] matter, the national church the instant adoption, parishes prior ed to local had no to “retain.” One faction pres- anyone nor that from St. James in to disaffiliate with the Jones wanted (R. 197a, adopted. ent when it was 230- denomination, one wanted to remain with 31a).” Reply Brief of St. James at fn. 1. personal both claimed the real and James; there There is no schism within St. parish. holding in property of the loyal is no faction to the Diocese. principle Jones established the that Diocese parish disaffiliated from the entire require First Amendment does not a state 1999, just freely in as it had affiliated religious authority to compulsorily defer to with it in 1846. property disputes, but resolving church misreading of Jones also majority’s that civil courts were to resolve of trusts on its leads it to turn our law disputes religious within denominations beneficiary that a head when it concludes application principles of neutral of law. can, unilat purports, as the Dennis Canon The Dennis arose from dicta in Canon simply no erally create a trust. There is suggested Jones in which the court beneficiary which a can cre mechanism denominations which to avoid wished ate a trust without dispute type of addressed there should cooperation of the set- explicit consent adopt language in constitution of the only by clear may tlor. A trust be created agreeable parties, denomination to both language part on the unambiguous parish, by denomination and local (St.James) not the settlor on con- which the denomination would retain (the Diocese). Here is beneficiary loyal trol over the in trust for the said in the con what our did not do thing faction. One Jones issue, Presbytery trolling case on this sanction, suggest was to or even Presbyterian Beaver-Butler United impose par- denomination could Presbyterian v. Middlesex property by ish the unilateral amendment (1985), cert. Pa. 489 A2d Thus, governing of its documents. denied, 474 U.S. 106 S.Ct. strip on dicta in Jones to majority relies L.Ed.2d 167 solely has of land that it held St. James a trust a court to find that In order for generations ignoring while its name for must exist has created there been holding in Jones established unambiguous language clear and record does that the First Amendment principle to cre- evidencing the intent or conduct compulsorily defer to a state to require previously This Court has ate the trust. authority resolving religious held: that civil courts property disputes, but incorporated created and on the local level particular

No form of words or con- by parish; and that all required duct is to manifest the inten- members corporate property manifes- was retained tion to create a trust. Such name of the local church.” may tation of intention be written or spoken indicating words or conduct goes The court Beaver-Butler a trust. that settlor intended to create conclude, (Citations omitted.) Nevertheless, denomination here has cited no formality lack of does not obviate evidence that Middlesex ever intended necessity appearance of all the for the convey their interests to Every completed elements of a trust. contrary, throughout them. To the present, must re- symptom be re- their entire affiliation Middlesex gardless informality surround- corpo- tained all in their own relationship, ing inception rate name. The Commonwealth Court’s A or none exists. trust must be creat- passages on selected from the reliance by unambiguous ed clear and lan- misplaced in that the Book of Order was conduct, it arise from guage or cannot ignored the overall intent of admitting possible loose statements overseeing spiri- book as a means of rela- inferences consistent with other churches. development tual of member tionships. [Emphasis original omit- addition, provisions, In these selected ted]. putative which at most evidence Bank, County Snyder Bair v. State interpretation, are far trustee’s desired 85, 89, 171 274, 275 Pa. A. unequivocal constituting the clear primary In conducting inquiry a conclu- necessary support evidence focus must be on the intent of the settlor that a trust existed. sion alleged at the time of the creation of the 269-70, at A.2d at 1325. § Bogert, trust. Trusts and See denomina- Simply substitute Diocese for (2nd Trustees, ed.1984); p. 457 Restate- you tion and St. James for Middlesex ment, Second, puta- Trusts that should be reached have the conclusion clearly in this case was Mid- tive settlor in this case. dlesex. In this conclusion church was we note that the Middlesex of its majority compounds the error not a creation or the central concluding that St. misreading by of Jones offshoot of Rather, the record es- denomination. Canon be- by James is bound Dennis tablishes that the Middlesex church was “opt-out” by of the Canon cause it did incorporated created and on the local leaving the Diocese when the Canon was parish; law, By only way level members that St. enacted. was retained in the that all the Can- James could have been bound corporate the local church. given name have been if it had on would being unambiguous” “clear and consent (Em- 268-69, 507 Pa. at 489 A.2d at 1324 of silence on the bound it. No amount added). phasis acted to part of James could have St. paraphrase: putative To “The settlor would so create the trust sup- clearly this case was [St. James]. impose. easily port [St. of this conclusion we note overruled this offshoot of Our was not a creation or James] Rather, in Beaver- reaching its decision central denomination. the Court Supreme Court found that was Butler. Our [St. James] record establishes that com- purpose was established for a erred we found that the statute tion we here, § pletely at Act of different than that issue P.S. in claimed namely,

created a trust favor of the denomina- to take the (diocese). “The Act of 1935 out of the Diocese. Wheth- tion We said the Church an act provides congrega- founding [sic] that the control of local or not this was er faith, prop- of church regu- tions over is of bad movement Foundation requirements erty lations of and of the denomi- from the Church to the part... change pur- it constitute a plainly .[NJeutral nation of which is would ap- principles ap- include the Court’s pose requiring Orphans’ consideration Penn- plicable applicable proval. statutes and the

sylvania requires [decision statute Majority opinion at 325. upheld.” in favor of the be denomination] bases this conclusion on its majority 80 Pa.Cmwlth. 471 A.2d 5547(b) pro- reading of 15 Pa.C.S. (citations (1984) omitted). us, reversing vides, Supreme specifically ad- Court did not pur- Property committed to charitable reject any dress the Act of 1935 but it did not, by any proceeding shall under poses reasoning based on it or that would lead to Chapter (relating to fundamental principles approach it. The neutral otherwise, be diverted from changes) simply incompatible. the Act of 1935 are donated, objects to which it was principles” If “neutral to this apply we and until the granted or devised unless case we reach the conclusion that body of directors or other obtains board does not and cannot exist and that St. from the court an order under prop- simple James is the fee owner of its estates) specify- (relating Ch 61 to C.S. erty. The Act of 1935 the neutral violates ing disposition principles approach enunciated Jones not, James, however, the ma- St. that was derived from the U.S. concludes, required to seek jority Amend- Court’s examination of the First approval before it disaffiliated applied it dis- ment as to purposes the Diocese because the putes. I find that the Act of 1935 would incorporated did not James was which St. violates both United States the Diocese change when it affiliated with because it de- Constitutions in the record and there is no evidence to law over law in fers ecclesiastical civil it disaffiliat- purposes changed those approach principles violation of the neutral footnote, In a ed from the Diocese. enunciated Jones. inasmuch as majority “rejects position fact, majority’s initial mistake of a unit of to the Church as property given part that St. James was formed as and sub- hierarchical National Church Diocese, joined Dio- actually when it wholly to a given was not ject to its control it incorporated, it has led cese after was entity subject to no control.” independent actions regarding conclusions err 7) 10, fn. This is (Majority opinion at vestry to disaffiliate St. taken facts reasoning; it assumes the circular from the Diocese. James support the ultimate conclu- necessary to majority about the Here is what the said prop- the Diocese controlled sion—that purpose of the Founda- establishment fact in This is not a erty St. James. dispute tion be- heart of the is the evidence-it never con- The Diocese this Court. fore agrees The Court always been property; it has trolled the the Diocese that the Founda- Court and objection of an suggestion tion or even the simple by only St. James. The held fee anyone parishioners can reach its conclu- way The same is affiliated with St. James. sion above is to assume that Diocese the members of Establishing questioning the Foundation did true of correct. pa- Vestry fiduciary duty. on their purpose for which St. change merely standing question rishioners have incorporated, James was them, the Diocese Vestry duty on its mechanism which St. James was able not, suggestion does and there is no stay original purpose. true to its petitioners question. raised the record the Finally, majority again errs once reasons, question it addresses the of whether I re- the above must For all Vestry fiduciary duty to spectfully well-argued breached dissent from the parishioners. majority concludes opinion majority and would reverse Vestry duty solely breached its trial in toto. court merge original it to because decided rather

corporation into the Foundation majority quiet

than file a title action. The in its

makes this remarkable statement

opinion, Diocese notes that the court “The credibility determinations

made first-hand and found that the advice Church’s Ophelia FETTER quiet to file a title action counsel was proceed merger. rather than to with the against this advice the acting AREA SHORE SCHOOL JERSEY majority in bad faith.” The cites no acted DISTRICT, Appellant. and I am

law to this conclusion Pennsylvania. Court of Commonwealth A any that be cited. unaware of could reject accept client is to the advice free Argued Sept. 2003. and, rejects good even if a client of counsel Decided Oct. bad, advice in favor of which has been that, more, here, is not an shown without showing A of bad faith

act of bad faith. evidence

must be based on some extrinsic choice was

that demonstrates interests knowingly against

made the best corporation, something that both

trial have failed

indo this case.

Having my addressed differences corporate majority’s conclusions

law, point I out that am constrained Diocese or the not the business of the St. James on its question

trial court to corporate par- affairs. The

conduct of its standing object

ties with the James, parishioners are the of St. objec- absolutely no

and the record reveals notes house, hall rectory, a sexton’s and found that bility determinations school, a tower and a burial day bell was to file a advice of Church’s counsel personal property The real and ground. proceed action rather than to quiet title acquired through been of St. James has against merger. acting with the parishioners by pur- donations faith. advice the acted bad by parish- donated chases made with funds ab deny The Diocese does not vestry non-party sence of members The deeds for the real ioners. them, precludes monetary against relief indicate that St. James is James St. fact has correctly but asserts that this simple been the fee owner always has power no effect on the of the court or the its real parties It rights of those before it. The Diocese is one of over 100 dioceses of a axiomatic that directors and officers in the United Episcopal severally jointly are well as (ECUS). if Dio- corporate liable for misconduct of affairs The ECUS and the States they jointly participate in a fidu breach of separate, consistent governed by cese are Indus., ciary duty. Inc. v. Mon Seaboard a hier- and canons. There is constitutions aco, 276 A.2d 305 Episcopal archical structure damages may that no be agrees Court parishes are affiliated with by which Orphans’ against assessed ECUS, with the diocese and the diocese non-party vestrymen. In all other re body prelate is able no central but however, find spects, Court’s affairs. authority over Diocesan exercise bad faith and breach of ings regarding pos- the ECUS parishes within Individual fiduciary duty amply supported by are their own powers to conduct sess broad are record and its conclusions of law such as years, In recent issues affairs.1 accordingly The Court affirms sound. open ordination of women order of the Court. homosexuality within acceptance of ORDER widening breach have caused priesthood par- Diocese and traditional between the October, NOW, day AND this 7th The traditional such as St. James. ishes order of the Court of Common

Case Details

Case Name: In Re Church of St. James the Less

Court Name: Commonwealth Court of Pennsylvania

Date Published: Oct 7, 2003

Citation: 833 A.2d 319

Court Abbreviation: Pa. Commw. Ct.