Christ Truth Ministries, Inc. v. Mountain of Fire & Miracles Ministries

CHRIST THE TRUTH MINISTRIES, INC., et al. v. MOUNTAIN OF FIRE AND MIRACLES MINISTRIES, et al.

No. 1960

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2019

July 13, 2021

Circuit Court for Prince George's County

Case No. CAL1626532

UNREPORTED

Nazarian, Arthur, Zarnoch, Robert A. (Senior Judge, Specially Assigned), JJ.

Opinion by Zarnoch, J.

*This is an unreported opinion and therefore may not be cited either as precedent or as persuasive authority in any paper, brief, motion, or other document filed in this Court or any other Maryland court. Md. Rule 1-104.

This case arose out of a dispute concerning the ownership of real and personal property between Mountain of Fire and Miracles Ministries ("MOFMM") and Christ the Truth Ministries, Inc. ("CTM"). CTM appeals a declaratory judgment ruling¹ of the Circuit Court for Prince George's County on issues relating to the property and claims for damages against individual trustees. CTM presents numerous questions for our review, which we have rephrased slightly as follows:

I. Whether the circuit court erred in finding that the real and personal property at issue belonged to MOFMM?

II. Whether the circuit court erred in finding that the trustees were personally liable for damages?

III. Whether the circuit court erred in calculating damages?

For the reasons set forth below, we affirm the circuit court.

BACKGROUND & PROCEDURAL HISTORY

MOFMM-International is an international association of churches established in Nigeria by Dr. Daniel Olukoya. It is a hierarchy religious denomination that has a central governing body directed by a General Overseer, Dr. Olukoya. Directly under the General Overseer are numerous Assistant General Overseers, then Senior Regional Overseers, Regional Overseers, and Branch Pastors.

MOFMM-USA is a Nevada nonprofit corporation that was created to advance the ministry of MOFMM-International in the United States and to hold legal title to its assetsin the United States. Prior to the formation of MOFMM-USA in 2010, MOFMM existed in the United States as an unincorporated association. There are over 100 local MOFMM churches designated as "branches" throughout the United States. MOFMM-USA coordinates the legal and financial relationship of MOFMM-International with the local branches. Branches of MOFMM are granted the right to use the name, marks, and association of MOFMM by the General Overseer. The branches operate together as part of the ministry as a whole.

MOFMM's Constitution outlines the ministry's policies on finances and the ownership of assets. The Constitution explains that all finances and assets of individual branches are the property of and owned by MOFMM. Further, the Constitution dictates that "[a]ll property of the [MOFMM] anywhere in the world, whether moveable or immovable, shall vest in the trustees of the [MOFMM] for the benefit of the [MOFMM] under the control of the executive council." The Constitution also outlines the disposal of property, stating property will not be moved or sold without the approval of the General Overseer.

MOFMM-Maryland ("MOFMM-MD") was established by Pastor Lawrence Adetunji in June 2000. Pastor Adetunji received extensive training from MOFMM in Nigeria, and in November 2002, signed a General Agreement to "hold this church in trust for and on behalf of [MOFMM]." Pastor Adetunji later served as a Regional Overseer over other MOFMM branches and as a director of MOFMM-USA.

MOFMM purchased two parcels of property for the MOFMM-MD branch. 5506 Church Road was acquired by deed dated July 20, 2001 in the name of "Mountain of Fire & Miracle Ministries." The second parcel, 5503 Church Road, was purchased in September 2004. The deed of trust was prepared in the name of "Mountain of Fire & Miracles Ministries," but at closing, "of Maryland, Inc." was added in handwriting. Pastor Adetunji signed both deeds as a trustee. From this time until October 2012, the Bowie branch held itself out as a part of MOFMM, using the name and trademarks, presenting the MOFMM doctrine, and engaging in MOFMM-USA and MOFMM-International activities.

On October 27, 2012, MOFMM-International and MOFMM-USA held a meeting with all branch pastors, including Pastor Adetunji, in Chicago. The purpose of the meeting was to inform pastors of the upcoming changes with respect to the creation of MOFMM-USA and its relationship to MOFMM-International and local branches. At the meeting, pastors were informed that all assets held in local branches would remain the property of MOFMM-International and would pass to MOFMM-USA in the event that a local branch or pastor left the denomination. Pastors were given corporate form documents for amendments to the Articles of Incorporation and bylaws that reflected this language.

Pastors also signed their respective appointment letters at the meeting. Pastor Adetunji received his appointment letter dated October 27, 2012 that outlined the duties expected of him. In the appointment letter, Pastor Adetunji agreed to "hold this Branch,this Church, and all its property in trust for and-on-behalf of Mountain of Fire and Ministries, USA," and that "the Corporation and its Officers will hold this Church and its property in trust for and on behalf of Mountain of Fire and Miracles Ministries."

Upon return from the meeting, Pastor Adetunji formed a "working committee" to form a Board of Trustees and adopt the documents requested by MOFMM-USA. A new board was installed during a November 2013 meeting. During this meeting, the trustees discussed the amended documents provided by MOFMM-USA. The trustees also discussed consulting an attorney prior to executing the documents. After a telephone conference on January 18, 2014 further discussing the proposal, the documents were distributed by email for final review and signature, with a meeting scheduled for March 2014. On March 8, 2014, the Restated Articles of Incorporation and amended Bylaws were approved and signed by Chairman Kayode Ojewale, Secretary Elera Nwogu, and Trustee Gbenga Aranmolate. Mr. Ojewale filed the Restated Articles of Amendment, a Resolution adopting them, the Amended Bylaws, and a listing of the new Board of Trustees with the Maryland State Department of Assessments and Taxation on April 22, 2014. Pastor Adetunji forwarded these documents to MOFMM-USA.

In August 2015, Pastor Adetunji considered breaking away from MOFMM due to a conflict between himself and assistant General Overseer Ade Adetayo. Pastor Adetunji worked with two trustees, Emilola Oke and Mr. Ojewale, to prepare new Restated Articles of Incorporation and Amended Bylaws contrary to those filed in April 2014. The new Restated Articles of Incorporation amended the trust language to state that upondissolution of MOFMM-MD, assets would be distributed to Maryland corporations. The new Restated Articles of Incorporation were signed during a Sunday service, where each Trustee was brought to the Pastor's office individually to review and sign the documents.

Pastor Adetunji then formed a new religious corporation known as CTM. He arranged with his wife, Ronke Adetunji, his son and daughter, and church accountant, Christopher Akinduro, to sign as incorporators of the new religious corporation. Pastor Adetunji filed the documents to create CTM with SDAT on January 4, 2016.

During this time, Pastor Adetunji continued to serve as Regional Overseer over MOFMM branches and as director of MOFMM-USA. In March 2016, Pastor Adetunji and the Trustees met by telephone conference and voted to dissolve MOFMM-MD. They then voted to transfer the assets of MOFMM-MD to CTM. The minutes of the meeting indicated that the intention was to dissolve MOFMM-MD and initiate CTM. The Articles of Dissolution were filed on March 19, 2016.

At the end of church service on March 27, 2016, Pastor Adetunji announced that MOFMM-MD was dissolved and a new church called CTM had been formed. During the service, the sign outside of the church building was changed from MOFMM to CTM. That same day, Chairman Ojewale sent an email to the Board of Trustees to express his gratitude for their assistance in the transition to the new church. Pastor Adetunji sent a letter of resignation to General Overseer Dr. Olukoya and subsequently instructed Mr. Akinduro to open new accounts in the name of CTM at Wells Fargo Bank and transfer the balance from the MOFMM-MD account to CTM.

Numerous members from MOFMM-MD began meeting at a local school the following Sunday under a new pastor. MOFMM-MD continued as an active church congregation, though CTM retained control and use of the properties and assets. Counsel for MOFMM-USA demanded that 5506 and 5503 Church Road and all assets taken by CTM be returned. CTM refused to return the assets and this suit followed.

After a bench trial, the circuit court made numerous findings in favor of MOFMM-International and MOFMM-USA. The court determined the properties, 5506 and 5503 Church Road, and tangible and intangible personal property, were held in trust for the benefit of MOFMM-International by the authorized headquarters MOFMM-USA. The court then determined that the individual defendants had a fiduciary duty to MOFMM-MD as a branch of MOFMM-USA and MOFMM-International, and breached that duty by changing the Articles of Incorporation and dissolving MOFMM-MD without permission from MOFMM-International.

The court appointed a receiver to take possession of the real and tangible personal property to return to MOFMM. The receiver also took possession of four bank accounts designated in the judgment and returned the funds to MOFMM. The court ordered CTM to account for funds belonging to MOFMM that were transferred to CTM. CTM failed to account for these funds, requiring MOFMM to take depositions of the banks, Pastor Adetunji, and Mr. Akinduro. An evidentiary hearing was held on June 20, 2019 to determine individual liability, finding it to be $146,916.54, as well as $11,459.70 inattorney fees due to the failure of CTM to provide an...