Court May Resolve Pastor’s Breach of Employment Claim

Not all church disputes involve matters of doctrine.

Church Law & Tax Report

Court May Resolve Pastor’s Breach of Employment Claim

Not all church disputes involve matters of doctrine.

Key point. Some courts are willing to resolve disputes over the termination of clergy if they can do so without any inquiry into religious doctrine.

A Pennsylvania court ruled that the First Amendment guaranty of religious freedom did not prevent the civil courts from resolving pastors’ breach of employment contract claims if they can do so without delving into religious doctrine or spiritual qualifications. A church hired a pastor in 1999. The pastor’s status was confirmed by a written agreement in 2005 that stated, in part:

[The pastor’s] call is extended [for] a period of just over two years ….

The [church] will maintain the [pastor’s] pension fund at 14 percent of base salary, and provide a social security supplement at 7.65 percent of base salary, as well as the current auto allowance throughout the length of this agreement.

The [pastor] and [his wife] will continue to have the use of the parsonage throughout the length of this agreement ….

This agreement can be amended only by the unanimous consent of both parties [the pastor and church board].

In 2006, 22 members of the congregation notified the president of the church board that they demanded a meeting to discuss what they perceived as “church problems.” The president of the church board informed the dissidents by letter that no such meeting would be held. Instead, a special meeting of the board was held to discuss the pastor’s retirement at the end of 2006, his retirement package approved by the board totaling $21,000. However, before the pastor’s retirement plans became effective, the members of congregation who opposed the pastor took control of the board and terminated the pastor’s employment. This occurred prior to the end of the two-year term called for in the agreement.

The pastor sued the church for breach of contract and bad faith, and demanded damages in the amount of $77,000. The church asked the court to dismiss the lawsuit on the ground that it was an internal church matter over which the civil courts have no jurisdiction.

The court conducted a hearing at which two members of the church board shared their opinions as to the basis for the pastor’s dismissal. One testified that the termination was a “financial matter” while another stated that it had been based on the pastor having “damaged the spiritual welfare of the church,” divided the congregation, and caused a decline in the church’s membership. The court, in dismissing the pastor’s lawsuit, observed:

The relationship between an organized church and its ministers is fundamentally intertwined with the church’s doctrine and practice …. Invading this sacred relationship under the guise of contract law improperly interjects the court into questions of religious doctrine, polity, practice, and administration. It is precisely such conduct which is prohibited by the First Amendment of the United States Constitution.

The pastor appealed, claiming that the underlying dispute (breach of contract) did not turn on religious doctrine or polity but sought the enforcement of a secular right through civil contract law. As a result, he asserted that the First Amendment did not bar his claim that the church breached his written employment contract. The church insisted that the resolution of the pastor’s claims would “necessarily require the court to inquire into matters involving church polity, doctrine and administration, which is prohibited” by the First Amendment.

The appeals court began its opinion by observing:

The First Amendment does not exempt religious institutions from all statutes that regulate employment. For example, the First Amendment does not exempt religious institutions from laws that regulate the minimum wage or the use of child labor, even though both involve employment relationships. However, the First Amendment protects a church’s right to hire, fire, promote, and assign duties to its ministers as it sees fit not because churches are exempt from all employment regulations (for they are not) but rather because judicial review of those particular employment actions could interfere with rights guaranteed by the First Amendment.

The court in this case was willing to let the pastor prosecute his breach of contract claim so long as no issues of doctrine or spiritual qualifications were implicated.

The court noted that not all disputes among members of a congregation are doctrinal disputes:

Some are simply disputes as to the meaning of agreements on wills, trusts, contracts, and property ownership. These disputes are questions of civil law and are not predicated on any religious doctrine. While it is true that parties may agree to settle their disputes according to their own agreed fashion, the question of what they agreed to, or whether they agreed at all, are not doctrinal and can be solved without intruding into the sacred precincts [quoting the Pennsylvania Supreme Court in The Presbytery of Beaver-Butler of the United Presbyterian Church in the United States of America v. Middlesex Presbyterian Church, 489 A.2d 1317 (1985)].

The court remanded the case back to the trial court for disposition with the stipulation that it not resolve any issues pertaining to doctrine of the spiritual qualifications of the pastor.

The court concluded that the pastor “should be afforded the opportunity to demonstrate that he can prove his case without resorting to impermissible avenues of discovery or remedies.” If the pastor can demonstrate that excessive entanglement into church matters need not occur to prove his breach of contract claim, then “application of state law to his contract claim would not violate the First Amendment.” On the other hand, “if the facts prove to be otherwise, a motion for summary judgment may be granted in favor of the church.”

Application. Most courts have refused to get involved in internal church disputes over the dismissal of ministers on the ground that any intervention would violate the First Amendment guaranty of religious freedom. This case illustrates that this view is not universally held. The court in this case was willing to let the pastor prosecute his breach of contract claim so long as no issues of doctrine or spiritual qualifications were implicated. Mundie v. Christ United Church of Christ, 987 A.2d 794 (Pa. Super. 2009).

This Recent Development first appeared in Church Law & Tax Report, November/December 2010.

Enforced Moral Codes

Churches can impose scriptural or moral standards on their employees, and such efforts will be fully protected by the civil courts?o long as they do so fairly and uniformly.

Church Law & Tax Report

Enforced Moral Codes

Churches can impose scriptural or moral standards on their employees, and such efforts will be fully protected by the civil courts—so long as they do so fairly and uniformly.

Key point 8-06. The civil courts have consistently ruled that the First Amendment prevents the civil courts from applying civil rights laws to the relationship between a church and a minister.

Key point 8-08.1. Title VII of the Civil Rights Act of 1964 prohibits employers engaged in commerce and having at least 15 employees from discriminating in any employment decision on the basis of race, color, national origin, gender, or religion. Religious organizations are exempt from the ban on religious discrimination, but not from the other prohibited forms of discrimination.

* A federal court in New York ruled that church-operated schools can enforce “moral codes” on their employees, but only if they do so fairly and uniformly and not in ways that disproportionately and adversely affect persons (such as pregnant, since women) who are protected by employment discrimination law. A woman (the “plaintiff”) taught a fifth grade class at a church-operated school. She was required to teach one hour of Bible study per day and spent the remainder of her day teaching secular subjects. Shortly after the start of her third academic year, the plaintiff informed the school principal that she was pregnant; that she intended to follow through with the pregnancy; and that she did not intend to marry the father of the unborn child. Based on her decision not to marry the child’s father, the principal informed plaintiff that she would have to bring the matter to the attention of the governing board of the school and initiate termination proceedings. In a subsequent meeting, the board voted to terminate plaintiff “in that her pregnancy outside of marriage was evidence of fornication.” The principal thereafter sent the plaintiff a letter informing her that the board had voted to terminate her employment for exhibiting “immoral or unsatisfactory personal conduct inconsistent with the principles of the church.” The plaintiff sued the church that operated the school, claiming that it had unlawfully discriminated against her on the basis of pregnancy in violation of state and federal law.

The school required all teachers to sign an employment agreement prior to the start of each academic year. The employment agreement states that the employee and employer shall “be bound by” various specified policies. One of these policies stated: “Termination is discontinuance of salary and employment at any time by the employing organization, at their sole discretion. An employee may be terminated for, but not limited to, the following reasons: … Immoral or unsatisfactory personal conduct inconsistent with the principles of the church.” Another policy listed “fornication” under “grievous sins for which members shall be subject to discipline.” Plaintiff did not recall being given a copy of these policies and also denied being aware that “immoral or unsatisfactory personal conduct” could be grounds for termination. She claimed to be unaware that having sexual relations outside of marriage was contrary to the teachings of the church.

In arguing that she was singled out for termination because of her pregnancy, plaintiff maintained that other teachers at the school were having sexual relations outside of marriage, which she knew based on “talking with them about their relationships.” However, she admitted to having no knowledge whether any member of the school administration had ever been informed of such conduct. She testified that she was aware of one teacher who taught at the school while pregnant and separated from her husband during at least part of the pregnancy.

Ministerial exception

The church insisted that the “ministerial exception” required the plaintiff’s lawsuit to be dismissed. The ministerial exception generally prohibits the civil courts from resolving employment disputes between churches and their ministers. The court agreed that this rule has been applied in some cases to non-ordained church employees whose primary duties consist of “teaching, spreading the faith, church governance, supervision of a religious order, or supervision or participation in religious ritual and worship.” However, the court concluded that the ministerial exception did not apply in this case since plaintiff’s teaching duties were primarily secular, and her religious duties were limited to one hour of Bible instruction per day and attending religious ceremonies with students once per year. The court stressed that there was no evidence that the plaintiff included church teachings when she taught secular subjects.

Pregnancy discrimination

Title VII of the Civil Rights Act of 1964 prohibits discrimination in employment on the basis of gender or pregnancy. Title VII applies to any employer engaged in interstate commerce and having 15 or more employees. The court summarized the “burden shifting” analysis that is used in resolving Title VII discrimination claims.

First, the plaintiff must establish a prima facie case by showing that he or she (1) is a member of a protected class, (2) was qualified for the position in question, and (3) suffered an adverse employment action (4) under circumstances giving rise to an inference of discrimination. The prima facie case “raises an inference of discrimination” that the employer must rebut.

Second, the burden then shifts to the employer “to articulate some legitimate, nondiscriminatory reason for the employee’s rejection.” If the employer meets this burden, the presumption of discrimination set by the prima facie case is dropped.

Third, the burden or proof shifts back to the employee to show that the reasons given by the employer are a pretext for discrimination. Pretext may be shown “either directly by persuading the court that a discriminatory reason more likely motivated the employer or indirectly by showing that the employer’s purported explanation is unworthy of credence.”

Here, there was no dispute that the plaintiff established a prima facie case of pregnancy discrimination. As a pregnant woman she was a member of a protected class; she was qualified for the teaching position at the school; and she suffered an adverse employment action by being terminated. The church countered that plaintiff was not terminated because of her pregnancy but because of her failure to abide by the church’s doctrine that fornication is a “grievous sin.”

Where an employer has articulated a religious reason for the allegedly discriminatory adverse employment action, the plaintiff may not challenge the plausibility of that religious reason. The court must presume that “an asserted religious motive is plausible in the sense that it is reasonably or validly held.”

The focus of the court’s inquiry then becomes pretext, including “factual questions such as whether the asserted reason for the challenged action comports with the defendant’s policies and rules, whether the rule applied to the plaintiff has been applied uniformly, and whether the alleged nondiscriminatory purpose was stated only after the allegation of discrimination.” The court concluded:

In cases where religious school employers have asserted fornication as a reason for terminating a pregnant unmarried woman, courts have held that an employer enforcing such a policy unevenly—e.g., only against women or only by observing or having knowledge of a woman’s pregnancy—is evidence of pretext. This is because a school violates Title VII if, due purely to the fact that women can become pregnant and men cannot, it punishes only women for sexual relations because those relations are revealed through pregnancy. Thus, while a religious school employer may validly seek to impose moral doctrine upon its teaching staff, punishment singularly directed at [women] without regard to [men] is not permissible.

The court noted that the church provided no evidence “that any other teacher has been terminated from the school for engaging in sexual relations outside of marriage. Knowledge of other teachers engaging in extramarital sexual relations, as reported by plaintiff, cannot be imputed to the defendant. But the church fails to explain how it has enforced a policy against such behavior, if it exists, to both males and females. Moreover, the church admits to considering plaintiff’s pregnancy as evidence of fornication.” The court concluded that “the issues raised by plaintiff … at least raise a question regarding whether the church’s policy is applied in a discriminatory fashion and whether plaintiff was terminated because of her sex and pregnancy, as prohibited by Title VII.”

The church insisted that the plaintiff knew about its policy against extramarital sexual relations and that the annual employment contracts she signed “legitimized” her termination. The court disagreed, noting that “there can be no prospective waiver of an employee’s rights under Title VII” and that “Title VII’s strictures are absolute and represent a congressional command that each employee be free from discriminatory practices.” Therefore, “employment contracts, no matter what the circumstances that justify their execution or what the terms, may not be used to waive protections granted to an individual under Title VII or any other Act of Congress.”

The sole issue was “whether the church terminated plaintiff because of her sex and pregnancy or because of an evenly applied religious and moral code.”

Application. This case is important for three reasons. First, it demonstrates that churches can impose scriptural or moral standards on their employees, and such efforts will be fully protected by the civil courts—so long as they do so fairly and uniformly and not in ways that disproportionately and adversely impact persons (such as pregnant women) who are protected by federal or state employment discrimination laws. As the court noted, “In cases where religious school employers have asserted fornication as a reason for terminating a pregnant unmarried woman, courts have held that an employer enforcing such a policy unevenly—e.g., only against women or only by observing or having knowledge of a woman’s pregnancy—is evidence of pretext. This is because a school violates Title VII if, due purely to the fact that women can become pregnant and men cannot, it punishes only women for sexual relations because those relations are revealed through pregnancy. Thus, while a religious school employer may validly seek to impose moral doctrine upon its teaching staff, punishment singularly directed at [women] without regard to [men] is not permissible.”

Second, the court rejected the church’s claim that the plaintiff consented to being terminated for immoral conduct when she signed her annual employment contract. The court disagreed, noting that “there can be no prospective waiver of an employee’s rights under Title VII” and that “Title VII’s strictures are absolute and represent a congressional command that each employee be free from discriminatory practices.” Therefore, “employment contracts, no matter what the circumstances that justify their execution or what the terms, may not be used to waive protections granted to an individual under Title VII or any other Act of Congress.”

Third, the court’s rejection of the application of the ministerial exception to the plaintiff represents a very narrow reading of the exception that has not been shared by several other courts. Redhead v. Conference of Seventh-Day Adventists, 440 F.Supp.2d 211 (E.D.N.Y. 2006).

Building Rental for Church Use

A federal court in South Carolina ordered a public school district to continue allowing a church to rent a school building for weekly worship services.

Church Law & Tax Report

Building Rental for Church Use

A federal court in South Carolina ordered a public school district to continue allowing a church to rent a school building for weekly worship services.

Key point 14-05. The First Amendment permits religious congregations to use public property for church services so long as the use is temporary and the congregation pays fair rental value.

* A federal court in South Carolina ordered a public school district to continue allowing a church to rent a school building for weekly worship services, and rejected the school district’s arguments for discontinuing the arrangement. A church used a public school building to conduct weekly services pursuant to a school district policy that allowed “recognized nonprofit community organizations” to use school facilities. The school district initially granted the church permission to use the school for a three month period. The church paid a rental fee of $250 per week and $15 per hour for the services of a custodian who was present at the school as required by the policy. At the end of the three month term, the school district granted the church permission to use the school for an additional three months. At the end of this second three month term the church asked for an additional three months since it was still finalizing arrangements to hold services at another location. However, the school district informed the church that its occupancy would not be extended. A school district officer explained that the district did not want to set a precedent by allowing the church to use school facilities for an extended period because then other “undesirable” groups such as religious cults would want to use the facilities.

The church asked a court to issue a preliminary injunction allowing it to use the school for an additional three months. The court noted that in deciding whether or not to issue a preliminary injunction it had to consider four factors: (1) the likelihood of “irreparable harm” to the plaintiff if the preliminary injunction is denied; (2) the likelihood of harm to the defendant if the requested relief is granted; (3) the likelihood that the plaintiff will succeed on the merits; and (4) the public interest. The court concluded that the first factor was met, since a denial of the injunction would prevent it from exercising its First Amendment rights of speech and religion. The court agreed, noting that “the loss of First Amendment freedoms, for even minimal periods of time, unquestionably constitutes irreparable injury.”

The school district insisted that the second factor required the court to reject the church’s request for an injunction. It noted that an injunction would harm the school district in three ways: (1) An injunction would expose the school district to potential penalties under the Fair Labor Standards Act as a result of the church asking the school custodian to be present several hours each week in addition to his regular 40-hour job. (2) An injunction would expose the school district to potential violations of the Americans with Disabilities Act since the church used a wheelchair ramp to store various items used during its Sunday worship services. (3) An injunction would expose the school district to a violation of the First Amendment ban on an establishment of religion since it would “subsidize” religion by allowing the church to continue using public property at a “below market” rental fee. The court rejected all of these examples of harm to the school district. It pointed out that any violation of the Fair Labor Standards Act’s overtime requirement could be remedied by ensuring that the church complies with the law. Similarly, the alleged ADA violation could be avoided by requiring the church to comply with the rental agreement which prohibited any storage of materials on the premises. The court further noted that all users of school property were charged the same amount, and so no “subsidy” was being provided to religion. Any “harm” to the school district “was a result of its own actions.”

The court next addressed the third and fourth factors to be considered in deciding whether to issue a preliminary injunction. It concluded that both factors supported the issuance of the injunction. Gracepointe Church v. Jenkins, 2006 WL 1663798 (D.S.C. 2006).

Do Materialman’s Liens Cover Attorney’s Fees?

No, a court rules.

Key point. Materialman's liens can come as an unpleasant surprise to church leaders. The church may be required to pay twice for materials used in a construction project.

Background

Church treasurers should be familiar with materialman's liens. A materialman's lien is a lien imposed by most states on property owners to secure payment for materials provided by suppliers in connection with construction projects. The basic idea is this—if a supplier of construction materials is not paid by the general contractor, then the property owner will be legally obligated to pay the supplier directly for the materials even if it previously paid the contractor for them. A recent case illustrates an important limitation on materialman's liens,

Facts of the case

A supplier provided materials to a church in connection with a construction project. Before each delivery the supplier sent the church a letter notifying it of the delivery and warning it that if the general contractor failed to pay for the materials then the supplier "could claim a lien against the church's property for which the church would be responsible." When the general contractor failed to pay the supplier for the materials, the supplier sued the church to enforce its materialman's lien.

The court's ruling

A court agreed that the church had to pay the supplier for the full value of the delivered materials, even though the church previously had paid the general contractor for the same materials. However, the supplier wanted more. It asked the court to order the church to pay its attorney's fees incurred in enforcing the lien plus finance charges. The court said no. While a supplier of materials is legally entitled to recover the full value of delivered materials under a materialman's lien, it cannot obtain more (including attorney's fees and finance charges) unless specifically authorized by statute or contract.

What this means for churches

Church treasurers can reduce if not eliminate the risk of double payment for construction supplies by taking the following steps:

  1. Withhold all payments to a general contractor in any construction project until "lien waivers" (signed by all material suppliers) are presented. The same is true for construction laborers.
  2. Insist upon a construction contract.
  3. Incorporate the lien waiver requirement into the contract.
  4. Be sure that the materialman's lien is restricted to the price of delivered materials, and does not include attorney's fees, finance charges, or other "add ons."
  5. Retain a local attorney to draft (or review) the construction contract, and have the attorney review the materialman's lien procedures under your state law. And, if your church is ever sued by a supplier seeking to enforce a materialman's lien, remember that the supplier may not be able to recover attorney's fees or finance charges. Sherman v. Greater Mt. Olive Baptist Church, 678 So.2d 156 (Ala. App. 1996).

The Hidden Threat of Reverter Clauses

Churches may lose property if they accidently trigger a reverter clause.

Key point: The deeds to some church property specify that the church shall remain in possession so long as the property is used for church purposes, and that if the property ever ceases to be so used it shall revert to the person who conveyed the property to the church. The effect of such deeds can come as an unpleasant surprise to church leaders.

Can a church lose its property if it ceases to use it for religious purposes? That was the issue before the Georgia Supreme Court in a recent case.

The court ruled that the property of a Baptist church "reverted" to the previous owner when the church moved to another location. In 1947 a landowner transferred property to a Baptist church with a deed that contained a "reverter clause." This clause specified that the church would own the property "only so long as said lot is used for church purposes, it being expressly provided that if said lot of land should ever cease to be used for such church purposes, then the title thereto … shall immediately revert to the [previous owner]."

The church constructed a building on the property and used it continually as its place of worship. In 1979 the majority of the church's membership voted to move to another location. A minority continued to worship at the original site, with the permission of the majority. Shortly after the majority of members vacated the property, the prior owner filed a lawsuit claiming that the majority's relocation triggered the reverter clause—meaning that neither the majority nor minority of church members had any further right to the property.

A trial court rejected the prior owner's claim, and the case was appealed to the state supreme court. The supreme court ruled that the reverter clause had been triggered by the majority's relocation, and that the prior owner was entitled to the property. It observed:

[T]he language of the reverter clause is clear that the property is to be used for the "sole use, benefit and enjoyment of [the church] and the members thereof, the same to be used as a place of divine worship by the congregation of said church," and that title reverts when the property is not used "for such church purposes." The use of the property by the minority which formed its own congregation … is not a permitted use of the property by [the majority] under the plain language of the reverter clause, even though that use is with the permission of the majority …. Accordingly, the property reverted to [the prior owner] in 1979 when it was no longer used by the majority for its church purposes.

What this means for churches

What is the significance of this case to your church? Consider this—many churches received title to their property by means of a deed containing a similar restriction. It is imperative for church leaders to be aware if such a condition exists. This can be easily determined by inspecting the deed to the church property.

While the language of these conditional deeds varies, it is common to condition a church's ownership of deeded property on continuous use of the property for religious purposes. Such a condition would mean that a church could not sell its property to a buyer who did not plan on using the property for religious purposes. Some of these conditional deeds are even more restrictive, conditioning a church's ownership on continued use of the property as a church of a specified religious denomination. Under such a clause, a church could not sell its property to a buyer other than another church of the same denomination.

In some cases (as in the Georgia case) a deed conditions a church's ownership on continued use of the property for religious purposes by the congregation that purchased the property. This is even more restrictive, for a church could not sell the property to anyone without triggering a reversion in favor of the previous owner. Obviously, this is a matter that must be taken very seriously.

Our recommendation—check the deed or deeds to your church property to determine if any conditions exist. If they do, it is possible in some cases to have them "released" by the previous owner (if he or she is willing to do so). Often this is done by having the previous owner execute a quitclaim deed. If the previous owner is no longer living (a fairly common circumstance) then the condition can be released only by all of the legal heirs of the deceased owner. This can be a very cumbersome process. First Rebecca Baptist Church v. Atlantic Cotton Mills, 440 S.E.2d 159 (Ga. 1994). 8B4, 9C1

Related Topics:

Legal Liability of a Church Board

A court recently made an important decision.

Church Law and Tax 1992-03-01 Recent Developments

Officers, Directors, and Trustees

The Wisconsin Supreme Court addressed the legal liability of church board members in an important decision. A church-sponsored relief agency needed some plumbing work done. Its director negotiated and signed a contract with a plumbing company. The name of the relief agency was mentioned prominently in the contract, as was the fact that the director was signing in his capacity as director of the agency. The agency was unable to pay the plumbing bill, and the plumbing company sued the director personally. The director claimed that he was immune from liability on the grounds that (1) a director of an incorporated organization is immune from personal liability for his acts on behalf of the corporation, and (2) directors of nonprofit organizations are immune by law (in Wisconsin as well as in most other states) from liability for their actions on behalf of their corporation. The state supreme court rejected both defenses, and found the director personally liable on the contract. In rejecting the director’s first defense, the court observed:

This court has long adhered to the general rule that, where an agent merely contracts on behalf of a disclosed principal, the agent does not become personally liable to the other contracting party …. [H]owever, an agent will be considered a party to the contract and held liable for its breach where the principal is only partially disclosed. A principal is considered partially disclosed where, at the time of contracting, the other party has notice that the agent is acting for a principal but has no notice of the principal’s corporate or other business organization identity …. The general rule that agents are contractually liable where the principal is partially disclosed has produced the rule that an agent is liable where the contracting party is not aware of the corporate status of the principal.

The court concluded that the director, by mentioning the agency’s name in the contract but not whether or not it was incorporated, assumed personal liability on the contract under this rule. The court noted that the fact that the plumbing company was aware that the director was acting on behalf of a named agency “reveals nothing of its awareness of the type of business organization it was dealing with. All business entities are not corporations.” Further, the court stressed that the plumbing company “had no affirmative duty to investigate” whether or not the agency was a corporation. This was the director’s responsibility, if he wanted to escape personal liability on the contract.

The court also rejected the director’s claim that he was exempt from liability under a state law granting limited legal immunity to the uncompensated directors of nonprofit organizations. Wisconsin law specifies that a director or officer of a nonprofit corporation is not liable for “monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer.” The court stressed that a director “cannot be granted immunity unless his liability related solely to his status as a director.” In this case, however, the director’s contractual liability to the plumbing company “stems from his position as an agent to a partially disclosed corporate principal and not from his status as a director.”

What is the significance of this case to church leaders? Consider the following: (1) It suggests that church officers and directors should be sure that the corporate status of their church is clearly indicated on any legal document they sign (assuming that the church is incorporated). Simply naming the church may not be enough to avoid personal liability. For example, if John Smith is signing a legal document on behalf of First Church (a Wisconsin corporation), he should insure that First Church is identified in the body of the document as “First Church, a nonprofit corporation organized under the laws of the State of Wisconsin.” John Smith should be sure to sign in a representative capacity, such as “First Church, a nonprofit corporation organized under the laws of the State of Wisconsin, by John Smith, president.” (2) It suggests that “charitable immunity” statutes granting uncompensated directors and officers of nonprofit corporations limited immunity from liability may be interpreted narrowly. Such statutes have been enacted in almost every state over the past five years. However, this case illustrates that such statutes do not provide protection against all forms of director liability. (3) The court went out of its way to emphasize that “all members of a voluntary association are jointly and severally liable for the association’s contractual obligations …. It is generally recognized, furthermore, that numerous charitable and religious organizations are unincorporated associations consisting of a large and changing membership.” In other words, members of an unincorporated church are personally liable for the contracts of their church. This is an important consideration for members of unincorporated churches to bear in mind. Benjamin Plumbing, Inc. v. Barnes, 470 N.W.2d 888 (Wis. 1991).

See Also: Officers, Directors, and Trustees

Church Sues Architect over Fire

What are a church’s rights when construction goes wrong?

Church Law and Tax 1992-01-01 Recent Developments

Church Property

A New York state court ruled that a church could sue an architect for damages sustained in a fire allegedly caused by faulty installation of insulation around light fixtures. A church hired an architect in connection with the renovation of its facility. Among other things, the renovation involved installation of insulation above the church ceiling. The contract between the architect and the church was a standard agreement requiring the architect to prepare design and construction documents for the project. The contract also imposed certain obligations upon the architect. One provision specified that “the architect shall visit the site at intervals appropriate to the stage of construction … to become generally familiar with the progress and quality of the work and to determine in general if the work is proceeding in accordance with the contract documents.” The contract further provided that the architect was not responsible for construction techniques or defects. After the renovation project was complete, a fire caused extensive damage to the property. An engineer later determined that the fire had been caused by the use of combustible insulation too close to recessed light fixtures. The church sued the architect for breach of contract and negligence, and a trial court ruled in favor of the church. A state appeals court agreed. The court noted that the contract specifically required the architect to inspect the project to ensure that it was being performed according to the plans. This duty was violated by the architect in this case, the court concluded. The court refused to honor the contract provision attempting to relieve the architect of liability for construction defects. It noted that such attempts to limit liability are “disfavored.” Further, to relieve architects of liability “would leave owners without recourse against architects who fail to fulfill their contractual duties to make timely and proper inspections.” The court also rejected the architect’s claim that he could not be responsible for the church’s loss because he had no knowledge of the correct way to install insulation. Again, this claim was inconsistent with the architect’s duties under the contract, and any inconsistency should be interpreted against the architect. Diocese of Rochester v. R-Monde Contractors, Inc., 562 N.Y.S.2d 593 (Sup. Ct. 1990).

Court Refused to Order a Church to Honor the Real Estate Contract

Church treasurer was without legal authority to sign a real estate sales contract for the sale of church property.

A Massachusetts appeals court ruled that a church treasurer was without legal authority to sign a real estate sales contract for the sale of church property.

The treasurer (who also was a member of the church board) was the only person to sign the contract on behalf of the church. She signed her name without any reference to her official or representative capacity. The church constitution specified that sales of church property had to be authorized by the church board. However, the board never authorized the sale in question. The church refused to honor the contract, and the buyer filed a lawsuit seeking a court order compelling the church to comply.

A trial court ruled in favor of the church, and the buyer appealed. The appeals court affirmed the trial court's decision on the basis of two considerations. First, the buyer had been negligent in not making a sufficient inquiry into the authority of the treasurer to unilaterally sign contracts. The court observed: "[T]he purchaser made inquiry only of the [real estate] broker and accepted his assurance of authority. Customary evidence of authority to act on behalf of a corporation, such as a clerk's certificate of vote, was never sought, and had the [purchaser] done so, he would have found, as the [trial] judge found, that no other officer or director of the corporation was ever aware of the transaction. The [trial] judge was correct in concluding that [the treasurer] had not been granted authority to sign the agreement."

Second, the court concluded that a treasurer has no legal authority to sign contracts unilaterally on behalf of a church corporation. The court noted that the treasurer "was not authorized to sign the agreement by virtue of her office as treasurer. The power of an officer of a charitable corporation to bind the corporation is narrowly construed in Massachusetts, and it most certainly does not extend to agreements to dispose of real estate owned by the corporation …." The court also rejected the buyer's argument that the treasurer had "apparent authority" to sign the contract on behalf of the church.

Apparent authority exists whenever a corporation leads others to believe that a particular individual is authorized to execute contracts on behalf of the corporation when in fact no such authority exists. The court, in rejecting the application of the apparent authority doctrine in this case, noted that "where the sale of corporate real estate is outside the scope of the corporation's usual activity, the doctrine of apparent authority does not apply.

The constitution of this corporation recites the 'nature and end of the congregation' to be 'the perfection of the love of God and man,' and that the congregation is to minister 'to the needs of contemporary society in domestic and foreign missions through Christian education, health care services, spiritual and corporal works of mercy.' These purposes and activities are obviously unrelated to the sale of real estate."

As a result, the court refused to order the church to honor the real estate contract. Of course, a church treasurer who signs a legal document without authorization may be personally liable for the debt or obligation if the church does not agree to honor the transaction.

What this means for churches

Church officers and directors should never sign contracts or other legal documents on behalf of a church unless (1) they clearly are authorized to do so by the church charter, bylaws, or a resolution of the church board or membership, and (2) they sign in a "representative" capacity (i.e., indicating that they are signing on behalf of the church). Biscegelia v. Bernadine Sisters, 560 N.E.2d 567 (Mass. App. 1990). [PCL8G3]

Failure to Renew Contracts

Can a school be sued for failing to renew an administrator’s contract?

Church Law and Tax 1991-01-01 Recent Developments

Employee Relations

Can a church school be sued for failing to renew an assistant principal’s one-year employment contract? No, concluded a California state appeals court. The assistant principal’s contract specified that “the term of the employment agreement shall be for a one-year period.” The contract further specified that “it is understood that [the assistant principal] is being employed for a one-year period and that there is no obligation on the part of the school [or the assistant principal] to renew this contract at the end of that term.” Prior to the expiration of the assistant principal’s one-year contract, the principal notified her in writing that her contract would not be renewed. She was offered and accepted a teaching position in the school, and she appealed her termination as assistant principal to the church. When her appeal was denied, she sued the church for actual and punitive damages. She alleged that due to her many years of faithful employment at the school (as both a teacher and assistant principal), her employment contract contained an “implied condition” to act in good faith that required the church to renew her contract unless it had “just reason” for not doing so. She also claimed that the church was guilty of “negligent discharge” because it failed to renew her contract without giving her any advance notice of any performance problems that she could correct. Finally, she claimed that the church had intentionally caused her emotional distress. A trial court granted the church’s request for a “summary judgment,” and the former employee appealed. A state appeals court upheld the trial court’s ruling in favor of the church. With regard to the former employee’s first claim, the court agreed that “the law imposes a duty of good faith and fair dealing in every contract.” However, it emphasized that this implied duty cannot be used to alter the terms of a clear, written agreement. The court observed: “Here, we are not confronted by a written employment contract which is uncertain in duration, or as to the parties’ obligation to renew. This written contract expressly limits the term of employment to one year and provides that neither party need renew the agreement. Consequently, by express language, the contract precludes the existence of any contrary implied agreement to employ [the former assistant principal] for more than a year or require renewal in the absence of good cause for not doing so.” Further, the court noted that the assistant principal had not been “fired.” Rather, her one-year contract had not been renewed. The court observed that “although termination contrary to the express terms of an employment contract may [be the basis of a lawsuit], a decision not to enter into a new contract or renew an expired one is not …. It is the general rule that when a contract specifies the period of its duration, it terminates on the expiration of such period.” The court also rejected the former employee’s claim that her long and faithful service prevented the church from not renewing her contract without good cause. It observed that “lengthy service combined by promotions and salary increases are natural occurrences for an employee who remains with an employer for a substantial length of time and does not create an implied agreement for permanent employment terminable within the context of nonrenewal only upon just cause.” The court also refused to recognize the former employee’s claim of “negligent discharge,” since no California court had ever recognized such a theory of liability. Finally, the court rejected the former employee’s claim that the church had intentionally caused her emotional distress. This would have required outrageous conduct on the part of the church, and this was something that the court refused to recognize. Tollefson v. Roman Catholic Bishop of San Diego, 268 Cal. Rptr. 550 (Cal. App. 1990).

Clergy – Part 6

Legal Authority

Church Law and Tax 1990-01-01 Recent Developments

Clergy – Legal Authority

A New York court addressed the issue of a minister’s authority to enter into a lease on behalf of his employing church. The minister signed a 10-year lease in 1983 allowing a local charity to use the ground floor of the church for a child care center. The lease provided that all costs of renovating the building to accommodate the child care center would be paid by the lessee. At the time he signed the lease in 1983, the minister was acting without authorization from his bishop (as required by his denomination) and without approval from a civil court (as required by New York law for any church lease of 5 years or more). In reliance upon the lease, the charity incurred substantial costs ($50,000) and began operating the child care center. The minister did not obtain approval from his bishop to enter into a lease until 1985, at which time he began negotiating once again for a lease with the same charity with which he signed the 1983 lease. The new negotiations failed to produce a lease, and the church terminated the old lease in 1986. This action prompted the charity to file a lawsuit seeking judicial enforcement of the 1983 10-year lease. In response, the church argued that the 1983 lease was invalid since it had never been properly authorized by either the bishop or a civil court. The court agreed with the church that the 1983 lease was invalid because the minister’s signature was unauthorized. However, it also ruled that the lessee was entitled to the value of the renovations it made to the property in reliance on the minister’s authority to enter into the lease. New York law is unique in requiring various church property transactions to receive preliminary approval from a state court. The rationale for this requirement “is to protect members of the religious corporation … from loss through unwise bargains and from perversion of the use of the property.” This case illustrates the important principle that churches can incur some liability even for unauthorized property transactions. Soho Center for Arts and Education v. Church of Saint Anthony, 541 N.Y.S.2d 396 (Sup. Ct. 1989).

Church Property

School board seeks to cancel church’s contract to buy abandoned property.

Can a school board cancel a contract to sell an abandoned public school building to a predominantly black church because of opposition by neighboring landowners?

No, concluded a federal district court in Illinois. Under Illinois law, school boards are authorized to sell unused school buildings at public sales. In 1987, an unused school building was offered for sale by a school board, and the church was the high bidder. A contract was executed, and a closing date was set. Between the sale and closing date, there was a public outcry by many white residents because the school building was being sold to a black church.

A few days prior to the closing date, the church presented to the school board the cash amount due at closing under the sales contract, but the school board refused to accept it. A few weeks later the school board attempted to "null and void" its contract with the church, and the church immediately filed a lawsuit charging the school board with breach of contract and violations of civil rights laws.

The school board asked the court to dismiss the lawsuit, and the court declined. It ruled that the school board could be sued on account of the alleged breach of contract and violations of civil rights laws, and that the individual members of the school board could be sued as well.

It observed that "[a] plaintiff may pursue damages against a defendant in his individual capacity by alleging that the defendant acted or failed to act with a deliberate or reckless disregard of the plaintiff's constitutional rights or that the conduct causing the deprivation occurred at his direction or with his knowledge and consent." New Christian Valley M.B. Church v. School District 149, 704 F. Supp. 868 (N.D. Ill. 1989).

See also Personal injuries—on church property or during church activities, Clark v. Moore Memorial United Methodist Church, 538 So.2d 760 (Miss. 1989); Employment practices, Senate Bill 933.

Related Topics:

Clergy – Part 5

Removal

Church Law and Tax 1989-07-01 Recent Developments

Clergy – Removal

An Illinois appeals court dismissed a lawsuit brought by a Methodist minister against a Methodist conference for breach of contract and wrongful interference with contractual relations. The minister claimed that despite his “good and satisfactory work” as pastor of a local church, he was assigned by the conference to another church which constituted “a severe demotion in terms of the number of church members, compensation, and opportunity for service.” He further claimed that the conference ordered his transfer without a “consultation” with the churches involved (as required by the Methodist “Book of Discipline”) and therefore amounted to a breach of contract. The conference claimed that the dispute was a purely ecclesiastical matter over which the civil courts had no jurisdiction, and accordingly asked the trial court to dismiss the lawsuit. The trial court agreed with the conference, and the case was appealed to a state appeals court which also agreed with the conference. The appeals court emphasized that the constitutional guaranty of religious freedom “prohibits secular authorities from interfering with internal ecclesiastical workings and discipline of religious bodies.” In dismissing the minister’s lawsuit, the court observed: “[The minister] is asking the court to award damages for breach of contract because of [the] conference’s action of appointing [him] to a different post without providing a consultation—a process wherein the bishop and/or district superintendent of the church organization confer with the pastor and pastor-parish relations committee about the appointment of the particular pastor in question, taking into consideration certain criteria as outlined in the Book of Discipline …. When making appointments, the empowered bishop of the conference is to take into account, among other things, the unique needs of the charge in a particular setting, as well as the gifts and graces of the particular pastor. In other words, the appointment of a pastor is a purely subjective decision to be made by the empowered bishop to advance the purpose of the church organization. Appointment is undoubtedly an ecclesiastical matter to which judicial deference is mandated by the first amendment. Whether or not the conference followed required procedure in appointing [the minister] is not for a civil court to consider, because it would entail scrutinizing the appointment decision-making process and reviewing the subjective criteria used by the church organization in reaching its decision.” The court noted that the appropriate remedy for the minister was “to higher judicial tribunals within the church hierarchy,” and if the minister “has made such appeal and been denied relief, this court must defer to the decision of the church.” It also rejected the minister’s contention that the so-called “neutral principles of law” approach gave the civil courts jurisdiction over this kind of dispute, since the neutral principles approach “has been used primarily for disputes over ownership of church property.” Williams v. Palmer, 532 N.E.2d 1061 (Ill. App. 3rd Dist. 1988).

Employee Relations

Church Law and Tax 1989-07-01 Recent Developments Employee Relations Richard R. Hammar, J.D., LL.M., CPA

Church Law and Tax 1989-07-01 Recent Developments

Employee Relations

Can an organist dismissed by his employing church sue the church for discrimination? No, concluded a Michigan state appeals court. The organist, a 61-year-old white male, had been employed by a Catholic church for several years as organist. When hired in 1968 by his last parish, he allegedly was informed by the priest that he would have “life-time employment” as long as he did his job properly. The organist also served as the church’s music director, and was responsible for selecting congregational and choral music, directing the parish choir, and providing music for weddings and funerals. The church hired a new pastor in 1980, who was very critical of the organist. The new pastor was critical of the organist’s abilities (“less than mediocre”), his playing style, his choir leadership, and failure to effectively lead the congregation during worship services. In 1981, the pastor informed the organist that his contract would not be renewed. The organist testified that the pastor told him that he was too old, and that the parish was becoming black and that it “was time for a black organist.” Congregational opposition forced the pastor to renew the employment contract for an additional year, but at a reduced salary and with reduced responsibilities. When this contract expired, it was not renewed and the church employed a black male to serve as its organist and music director. The organist sued the church, alleging that its activities violated state and federal civil rights laws banning discrimination in employment. A trial court granted summary judgment in favor of the church, and the organist appealed. The state appeals court affirmed the trial court’s ruling in favor of the church. The court relied primarily upon a 1972 federal appeals court decision that concluded that the constitutional guaranty of religious freedom prohibits civil court review of decisions by religious bodies concerning discipline or employment of ministers, and accordingly that the courts are without authority to resolve complaints by clergy alleging discrimination in employment. The court also referred to a 1985 federal appeals court decision that concluded that the “ministerial exception” to discrimination laws “does not depend upon ordination, but upon the function of the position.” The federal court observed: “As a general rule, if the employee’s primary duties consist of teaching, spreading the faith, church governance, supervision of a religious order, or supervision or participation in religious ritual and worship, he or she should be considered ‘clergy.'” The Michigan court concluded that the organist was “more than just an organist. He was the head of the musical branch of the Catholic liturgy [at his church and] was intimately involved in the propagation of Catholic doctrine and the observance and conduct of Catholic liturgy by the congregation. On the basis of ‘the function of his position’ [he] was, thus, ‘clergy’ … [and his] discrimination claim is therefore barred” by the constitutional guaranty of religious freedom. The court rejected the organist’s claim that he was merely “a secular employee who supported [the church’s] religious activities but did not engage in the propagation of religious doctrine or faith.” The court did acknowledge, however, that in cases involving “church employees who are not involved in the propagation of religious faith or religious doctrine, courts have held that [discrimination] actions against religious employers are not barred by the free exercise clause notwithstanding the employers’ arguments that their employment decisions were founded on religious beliefs.” It cited cases involving a lay teacher at a church-operated school, an editorial secretary for a religious publisher, a professor of psychology at a church-operated college, and administrative staff at a seminary. In summary, attempts by clergy (a term that is interpreted broadly and does “not depend upon ordination”) to sue churches or religious employers for discrimination will almost invariably fail. But, non-clergy employees of churches and religious organizations are not necessarily barred from suing their employers for discrimination. Assemany v. Archdiocese of Detroit, 434 N.W.2d 233 (Mich. App. 1988).

Employee Relations

Church Law and Tax 1989-01-01 Recent Developments Employee Relations Richard R. Hammar, J.D., LL.M., CPA

Church Law and Tax 1989-01-01 Recent Developments

Employee Relations

A North Carolina appeals court addressed the sensitive issue of employee discharges. The North Carolina Baptist State Convention hired an employee in 1984 to serve in an administrative position. No written contract was signed, and no understanding was expressed regarding the term of employment. The employee was advised that the employment relationship would be guided by a personnel manual that had been prepared by the convention. Within two years, the employee was terminated. He sued the convention, claiming that it had wrongfully breached the contract of employment. The convention denied that an employment contract existed, and asserted that even if a contract did exist, it had ample justification for discharging the employee based on documented acts of misconduct. The former employee sued the convention for breach of contract, and the trial court ruled in favor of the convention. A state appeals court affirmed the trial court’s conclusion. The appeals court began is opinion with the observation that the “authoritative principle … grounded in well-established precedent in our jurisdiction [North Carolina] is that where a contract of employment, whether oral or written, contains no provision which governs the duration or termination of employment, the employment relationship is terminable at the will of either party.” Further, “the burden to establish the specific duration of an employment contract lies with the employee.” However, the court emphasized that the rule giving employers the authority to terminate “at will” employees (i.e., those serving without a specified term of employment) at any time with or without cause is subject to a number of exceptions. Specifically, “at will” employees cannot be fired for any of the following reasons: (1) filing a workmen’s compensation claim, (2) instituting an “OSHA” claim, or (3) engaging in labor union activities. The court concluded that the employee had failed to establish the existence of “a contract of employment for a specific duration,” and accordingly he was subject to the employer’s general authority to terminate “at will” employees. Further, the employee had failed to prove that any of the exceptions to the general rule applied. The court acknowledged that employment contracts can be oral, but that unless an oral contract specifies a specific duration, the general “at will” rule applies. Finally, the court rejected the employee’s claim that the convention’s personnel manual had become a part of their employment contract: “It has been clearly decided in this jurisdiction that unilaterally promulgated employment manuals or policies do not become part of the employment contract unless expressly included in it.” One word of caution—the “at will” employment principle has been significantly eroded in a number of other states. Therefore, this decision (which purports to interpret North Carolina law) should not be relied on in other states. Rosby v. General Baptist State Convention of North Carolina, Inc., 370 S.E.2d 605 (N.C. App. 1988).

Related Topics:

Court Affirmed an Arkansas Law That “The Bonding of a Church Construction Job is Mandatory”

The state of Arkansas has a unique law pertaining to the bonding of church construction

The state of Arkansas has a unique law pertaining to the bonding of church construction projects. It provides that "no contract in any sum exceeding $1,000 providing for the repair, alteration, or erection of any building … shall be entered into by any church or religious organization … unless the contractor shall furnish to the party letting the contract a bond in a sum equal to the amount of the contract."

A state appeals court ruled that "the bonding of a church construction job is mandatory" under Arkansas law. General Electric Supply Co. v. Downtown Church of Christ, 746 S.W.2d 386 (Ark. App. 1988)

Court Ruled Land Sales Contract Executed by a Church Secretary and Treasurer Were Not Legally Enforceable

Is a land sales contract executed by a church secretary and treasurer legally enforceable? No,

Is a land sales contract executed by a church secretary and treasurer legally enforceable? No, concluded the Supreme Court of New Hampshire.

The court observed that the officers of a corporation "have only those powers conferred on them by the bylaws of the corporation or by the resolution of the directors." Neither the bylaws of the church nor any resolution by the board vested the secretary and treasurer with authority to enter into contracts on behalf of the church.

It is a good practice for churches to periodically review their charter, constitution, bylaws, and board minutes and resolutions to determine the appropriate method of authorizing and executing legal documents. Any variance from the authorized practice can lead to unwelcome legal difficulties in the future. Daniel Webster Council v. St. James Association, 553 A.2d 329 (N.H. 1987)

Court Rejected Minister’s Claim that His Dismissal Constituted a Breach of Contract or Intentional Infliction of Emotional Distress

An Illinois state appeals court rejected a minister's claim that his dismissal constituted a breach

An Illinois state appeals court rejected a minister's claim that his dismissal constituted a breach of contract or intentional infliction of emotional distress.

The minister, who had served as minister of a local Baptist church for over 40 years, had signed an employment agreement of unspecified duration that gave either the minister or the church the right to terminate the employment relationship upon 90 days' written notice. After being discharged by a congregational vote at a church business meeting, the minister sued the church, alleging that (1) the church and three church officers had breached their employment contract by dismissing him against his will, (2) the minister's dismissal was legally void since the business meeting at which the dismissal occurred did not have proper notice, and (3) certain church officers had intentionally inflicted emotional distress upon the minister. A jury ruled in favor of the minister on all three counts, and the church appealed.

The state appeals court held that the evidence in favor of the church defendants was so overwhelming that the trial court had erred in submitting the case to a jury. With respect to the minister's claim of breach of contract, the court observed that the employment contract was of unspecified duration, and "as a matter of law either an employer or an employee may terminate employment based on a yearly salary, without cause, if no employment period is otherwise stated." As to the minister's contention that his dismissal was void since the business meeting at which it occurred lacked adequate notice, the court concluded that adequate notice of the date and purpose of the meeting in fact had been communicated to the minister.

The court, noting that "the church customarily did not follow its own procedures to the letter, but rather used a flexible approach, concluded that "the object of notice is to inform the party notified, and if the information is obtained in any way other than by formal notice, the object of notice is attained." While the minister may not have been duly notified in a formal sense of the agenda of the business meeting, it was nevertheless true that he (and the congregation) knew by other means that his employment would be at issue. This, concluded the court, was sufficient.

Finally, the court rejected the claim of intentional infliction of emotional distress. While not condoning certain activities of church officials (e.g., blocking the minister's access to the pulpit, insisting that he no longer serve communion, and changing the locks on church doors), the court concluded that such behavior simply was not so extreme and outrageous as to constitute the tort of intentional infliction of emotional distress. "Conduct which otherwise amounts to no more than insults or indignities" is not sufficient.

The court's ruling on all three counts is significant, and will provide additional guidance to churches and clergy in similar cases. Owens v. Second Baptist Church, 516 N.E.2d 712 (Ill. App. 1987)

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