St. Union Baptist Church, Inc. v. Howard

211 So.3d 804

ST. UNION BAPTIST CHURCH, INC.

v.James M. HOWARD, Sr.

James M. Howard, Sr., individually, and as appointed representative of St. Union Baptist Church

v.St. Union Baptist Church, Inc., et al.

1141132

1141212.

Supreme Court of Alabama.

May 13, 2016.

Philip G. Perkins, Jackson, for appellant/cross–appellee St. Union Baptist Church, Inc.

Charles H. Jones, Jr., Mobile, for appellee/cross–appellant James M. Howard, Sr.

STUART, Justice.

The Clarke Circuit Court dismissed both the claims asserted by St. Union Baptist Church, Inc. ("the corporation"), against Reverend James M. Howard, Sr., and the counterclaims asserted by Howard against the corporation and its directors after concluding that their dispute was ecclesiastical in nature and outside the jurisdiction of the court. We affirm the trial court's dismissal of the corporation's claims, but we reverse its dismissal of Howard's counterclaims.

I.

St. Union Baptist Church ("the church") has existed in Clarke County for over 100 years.¹ Traditionally, its temporal affairs were administered through a board of deacons, and, in January 1992, five members of that board filed articles of incorporation with the Clarke County Probate Court creating St. Union Baptist Church, Inc., whose purpose was described as follows in those articles of incorporation:

"The purpose for which the corporation is organized is to administer the affairs of the congregation [and] to construct or cause to be constructed such buildings and structures that are necessary for proposed worship and church services, and the corporation shall have the right to buy, sell, hold, mortgage, and encumber real and personal property, to receive property by gift, will, or devise, holding such property in conformity with all lawful conditions imposed by the donor and may exercise such other powers as are incident to private corporations, exclusively for religious, charitable, scientific, literary and educational purposes."

The articles of incorporation identified the five incorporating deacons as the initial members of the corporation's board of directors; it appears that the deacons thereafter continued to oversee the temporal affairs of the church in the same manner as they had before the corporation was formed.²

Minutes from an April 18, 1995, business meeting of the church indicate that the deacons had decided at that time to hire Howard as the church's new pastor. It appears that the church thereafter operated with Howard as its pastor for a number of years without conflict; by 2012, however, a rift had formed between Howard and the deacons. At a business meeting on April 28, 2012, Howard purported to "give the deacons back to the church," which apparently encompassed relieving them of at least some of their duties. Nevertheless, the minutes of that meeting reflect that Howard continued to recognize their involvement in the financial governance of the church, because two deacons presented financial reports and Howard informed the members present that one of the deacons would continue handling the paying of bills. Those minutes also indicate that the deacons immediately expressed their disagreement with Howard's unilateral decision regarding their roles; the deacons again expressed their displeasure in a June 27, 2012, letter sent to Howard in which they requested a private meeting to "settle this matter in a Godly manner." No such meeting was held, however, and the deacons thereafter called a meeting of church members for August 13, 2012, "so that we may try to settle the on-going differences that have caused division." At that meeting, the deacons decided to terminate Howard's pastorate, and, on August 19, 2012, six deacons signed a letter to Howard informing him of that decision, stating:

"The listed deacons called the meeting for the purpose of informing the body of some of their concerns regarding the welfare of the church that need immediate attention. A few of the things that were discussed were the falling off of member attendance, the falling off of tithes and offerings, the incorporation of the church being ignored, your lack of spiritual and financial leadership, the $187,000 [of] steel that is lying in the parking lot, and your holding a grudge against us that has not been revealed to us. Your consistently refusing to meet with the board of deacons has brought us to where we are today.

"After discussing these topics and a few others, there was a motion from the floor for your termination, which was seconded. After putting this to a vote, the majority present voted for your termination. Regretfully, this is to inform you that your services to St. Union as pastor are no longer needed as of Monday, August 13, 2012. We hope you will accept the majority vote and move on pleasantly."

Howard declined to leave his position, however, and, on October 13, 2012, he held another church meeting at which he asked those present to vote whether they wanted "the pastor to stay" or "for the deacons to remain." The minutes of that meeting indicate that 37 members voted for Howard and 10 members voted for the deacons.

For approximately two years, it appears that this situation remained at a stalemate, with Howard continuing to serve as pastor and the deacons continuing to perform at least some of their traditional duties. The conflict between them continued, however, and, although the record does not fully explain the circumstances, it appears that the deacons, who continued to administer the church's finances through the corporation, at some point stopped paying Howard's salary. On August 26, 2014, a "charge" was prepared declaring that, on October 13, 2012, the deacons had been removed from office and that the church henceforth had no deacons.³ The charge further declared that "these brothers" nevertheless were continuing to come to church and acting as deacons and disturbing worship services despite the fact that they had "been excluded." The charge concluded that, "according to the body of the church, on October 13, 2012, ... these brothers were relieved of their office of deacon along with any power to handle any business for or in the name of [the church]." The deacons apparently ignored this charge.

At some point thereafter, Howard told the congregation that he would resign if he was paid the money he was owed; presumably, this claimed money consisted of the salary that had been withheld by the deacons. Howard and the deacons subsequently began negotiations, and, on November 30, 2014, Howard submitted his resignation. On December 1, 2014, Howard executed an agreement with the corporation in which he agreed to resign as pastor of the church in exchange for $16,600. Howard thereafter negotiated a check in that amount issued to him by the corporation.

On December 21, 2014, Howard rescinded his resignation, stating that he was doing so at the request of the members of the church who had, he stated, told him that they would not accept his resignation. Howard did not repay the $16,600 the corporation had paid him to resign, however. The next day, the corporation sent Howard a letter reminding him of the December 1 agreement and advising him that legal action would be taken if he did not honor the agreement. On December 23, 2014, the threatened legal action was commenced when the corporation, acting through the five deacons who were now serving as its officers and directors, sued Howard, alleging breach of contract and trespass and asking the trial court to issue an immediate temporary restraining order barring Howard from the church premises, to be followed by a similar permanent injunction after appropriate proceedings were completed. On December 24, 2014, the trial court entered the requested temporary restraining order barring Howard from the church premises.

Howard thereafter moved the trial court to dissolve the temporary restraining order, asserting that the five deacons purporting to act on behalf of the church in bringing the litigation were not currently leaders or even members of the church, having been expelled in October 2012. He further argued that when those deacons and/or their predecessors had incorporated the corporation through which they continued to control the finances of the church they had never consulted with the congregation or sought its approval.⁴ Howard also argued that the temporary restraining order was inappropriate because the corporation had not alleged that any harm would result from Howard attending church services and that, in any event, he had never been banished from the church or agreed to stay away from the church premises. Howard followed his motion to dissolve the temporary restraining order with his own complaint, naming as defendants the corporation and its five directors—Jessie J. Robinson, Asberry Diffin, Abraham Kimbell, Jr., James E. Todd, Tommy R. Briggs—and asserting claims of conversion, breach of fiduciary duty, unjust enrichment, breach of contract, replevin, and conspiracy and seeking an accounting of church funds from 2005 to the present, a temporary restraining order enjoining the corporation and its directors from expending any church funds, and an order requiring the corporation to turn over all funds held on the church's behalf to Howard. The corporation and its five directors subsequently moved the trial court to dismiss Howard's counterclaims, and Howard filed a similar motion asking the trial court to dismiss the complaint that had initiated this action.

On March 20, 2015, the trial court held a hearing on the pending motions, and, on March 23, 2015, the trial court entered an interlocutory order providing for the management of the church until the legal issues were fully resolved. That order provided, among other things, that a representative appointed by the State Baptist Board to which the church belonged would monitor church services each week and would supervise the handling of all offerings; that church finances would "remain under their present...