CHRIST APOSTOLIC CHURCH OF AMERICA, INC., et al. v. PNC BANK, et al.

 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-6142-03T26142-03T2

CHRIST APOSTOLIC CHURCH

OF AMERICA, INC., n.k.a.

CHRIST APOSTOLIC CHURCH

NEW JERSEY, INC., OBI

UDODI, HELEN IGHO, NIYI

OWOADE, CHARLES ALABI,

OLABISI MAKINDE, JULIUS

ADEPOJU, TOKUNBO OLUSUGA,

EMMANUEL FADAHUNSI, PETER

AKOR, JAMES DURU,

Plaintiffs-Appellants,

v.

PNC BANK, CHRIST APOSTOLIC

CHURCH WOSEM, INC., JOSEPH

R. FAMUYIDE, T.O. OBADARE,

PAUL OBADARE, ABRAHAM OBADARE,

Defendants-Respondents.

 
________________________________________________________________

Argued March 15, 2006 - Decided March 29, 2006

Before Judges Conley and Winkelstein.

On appeal from Superior Court of New Jersey, Chancery Division, Essex County, C-139-04.

Michael I. Okechuku argued the cause for appellants (Blackburn Ibezim Okechuku, attorneys; Mr. Okechuku, of counsel and on the brief).

Rubin M. Sinis argued the cause for respondents (Sinins & Bross, attorneys; Mr. Sinins, of counsel and on the brief).

PER CURIAM

Plaintiffs appeal a June 14, 2004, order denying their request for a preliminary injunction, vacating a previously entered temporary restraining order which dismissed, without prejudice, plaintiffs' complaint and directed the parties to pursue an intrachurch arbitration procedure set forth in defendant church's "national" bylaws. We affirm the denial of the preliminary injunction but reverse the dismissal of the complaint and, unless the matter is now moot, remand for a plenary hearing.

This is a dispute generated by a freeze put on two PNC bank accounts opened in the name of Christ Apostolic Church of America, Inc. Plaintiffs, claiming to constitute the Christ Apostolic Church of America, Inc. (otherwise referred to as Christ Apostolic Church of New Jersey or CACNJ), assert that the accounts belong to that church and allege various causes of action arising from the freeze. Defendants, Christ Apostolic Church WOSEM, Inc. (also referred to as the national Christ Apostolic Church of America, Inc. or national CAC) and several of its members, answer that plaintiff church is a local chapter within defendant national CAC's hierarchy.

In their pleadings, plaintiffs sought a lifting of the freeze and a judicial determination that the two bank accounts belonged to plaintiff church. Here are the critical factual assertions set forth in the verified complaint:

Plaintiff, Christ Apostolic Church of America, Inc. (hereinafter "CAC, NJ") is an entity duly registered with the State of New Jersey Secretary of State as a non-profit corporation and is recognized and operating as a religious organization at 37 Smith Street, Newark, New Jersey 07106.

. . . .

Defendant, Christ Apostolic Church, WOSEM, Inc. (hereinafter, "CAC, WOSEM"), on information and belief, is an entity registered with the State of New York Secretary of State as a non-profit corporation and is operating as a religious organization at 108 Sutphin Boulevard, Jamaica, New York 11435. CAC, WOSEM is not incorporated in the State of New Jersey and is not a 'foreign corporation' lawfully organized or operating in the State of New Jersey with a Certificate of Authority as that term is defined by the Secretary of State pursuant to N.J.S.[A.] 14A:13-3.

. . . .

Defendants, individually, severally and jointly have engaged and are engaging in actions and practices that deny to plaintiff, CAC, NJ, property and contract rights and the ability to function as a corporate legal entity as guaranteed to it by common law, New Jersey Statutes or law governing the establishment and operation of a nonprofit organization, New Jersey Constitution, Bylaws for the operations of CAC, NJ and Contract between Plaintiffs and Defendant, PNC Bank.

. . . .

CAC, NJ was originally established in the State of New Jersey as a religious organization and, on information and belief, was filed with the State of New Jersey Department of State on November 28, 1995, with Plaintiff, Emmanuel Fadahunsi, acting as the Registered Agent and Secretary for CAC, NJ, which on information and belief was registered on November 10, 1997. See original Certificate of Incorporation herein attached as Exhibit "A."

On information and belief, the charter of the CAC, NJ lapsed pursuant to N.J.S.[A.] 15A:4-5 for failure to file annual statements and thus became defunct. As such, on November 28, 2002, the acting directors of CAC, NJ met, with Pastor Charles A. Alabi-Oni presiding and Helen Igho acting as Secretary, wherein the Board of Trustees resolved to adopt the Declaration Affidavit of Articles of Incorporation of CAC, NJ and Minutes of First Meeting herein enclosed as Exhibit "B." In addition the Board adopted the following Resolutions:

a) election of officers. See Exhibit "B" 2 (Page 2)

b) assumption of posts by elected officers. See Exhibit "B" 3 (Page 2)

c) establishment of bank accounts and appointment of signatories to the bank account. See Exhibit "B" 5-10 (Page 2).

d) authorizing the Secretary to adopt the bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions. See Exhibit "B" 1 (Page 3).

Pursuant to the same Resolution above, the elected officers of CAC, NJ adopted a set of Bylaws for the corporation. See copy of Bylaws as Exhibit "C."

We pause here to observe that the corporate documents referred to above seem to support the allegations except that there is clearly a discrepancy as to the accurate dates of both the "Minutes of First Meeting of Board of Directors" and the "Declaration Affidavit of Articles of Incorporation". That discrepancy impacts, too, upon whether the 2002 "Bylaws of Christ Apostolic Church of America, Inc." were the first bylaws adopted by that church. There is no question that pursuant to those bylaws the bank accounts would be the property of plaintiff church.

The allegations set forth in the verified complaint were, following defendants' motion to dismiss, supported by a certification filed by plaintiff Helen Igho who purports to be the secretary of plaintiff church. That certification details the historical development of the Christ Apostolic Church (CAC) religion and its organization as an "indigenous African Church" in Nigeria. Igho depicts the church as "an independent Pentecostal Church" and explains that "[s]tructually, CAC is made up of autonomous and independent churches under a Supreme Council in Nigeria." Pertinent to the dispute over the bank accounts, the certification contains the following assertions of fact:

Christ Apostolic Church WOSEM [defendant church] is an Evangelical Ministry within Christ Apostolic Church and in the mid-1980s, the C.A.C. mandated Apostle T.O. Obadare to go overseas in order to minister to members of the Church in Diaspora and the Nigerian community in general. Apostle Obadare was not given a mandate by the Supreme Counsel to register CAC separately overseas as a hierarchical or superior Church over and above the authority of CAC Nigeria or any church in the Europe or North America. . . .

The property in dispute is a small church in the town of Newark, in Essex County, New Jersey, including its bank accounts. The church, commonly called the CAC church is located at 37 Smith Street, Newark, New Jersey, has been the center of family life for its predominantly Nigerian members who have a strong attachment to their historical beliefs in the pastoral authority and guidance of the national mother Church in Nigeria ("National") and their little church in Newark.

. . . .

The CAC, NJ congregation, as is the multitude of independent CAC congregations in North America and indeed, all over the world, had its origins when the mother Church, National, sought to cater to the spiritual as well as the evangelical needs of National members and Nigerians in general who live in Diaspora. As such, and contrary to the assertions of the Defendants, National desired and instructed that independent churches be established, which were only mandated to espouse the doctrine, creed and faith of the Church as enunciated by National.

. . . .

[Plaintiff church's] Pastor Alabi-Oni, like other pastors and evangelists of National, left the shores of Nigeria at the urging of National with a specific instruction to minister to Nigerians living in the United States through the establishment of independent churches. Indeed, prior to the assignments of Pastor Alabi-Oni and his colleagues in the United States, Defendant, T.O. Obadare, who was promoted to the General Evangelist of the church was instructed by National to go to Europe and the United States solely in order to establish the presence of National in the United States and to evangelize Nigerians in Diaspora, but clearly with no mandate or authority to assert ownership interest in or authority over the independent churches so established.

National had established a presence in the United States through the evangelization work of the Defendant, T.O. Obadare, Pastor Alabi-Oni on arrival in the United States in 1997 was required by National to seek shelter and food from T.O. Obadare in Baltimore, Maryland . . . .

According to Pastor Alabi-Oni, it was at that time of complete reliance on the Defendants in 1997 that he was made to sign [an] "employment" letter and "memorandum of understanding" [professing allegiance to defendant's church] . . . . In addition, the Bylaws currently touted by Defendants as the Bylaws of CAC of America, Inc., and which purportedly grants a hierarchical authority over CAC NJ was never provided to Pastor Alabi-Oni or any of the Plaintiffs and is not a Bylaw adopted or filed in any State of the United States.

When Pastor Alabi-Oni moved to New Jersey to begin his evangelical work, CAC NJ comprised approximately six (6) individuals whose commitment to the organization was solely to the extent that CAC NJ recognized the pastoral and organization supremacy of National. . . .

. . . .

In addition, CAC NJ had no real or tangible personal asset prior to the arrival of Pastor Alabi-Oni in 2002. According to Pastor Alabi-Oni, the only bank account maintained by CAC NJ at the time of his arrival was in disuse. As such, in March of 2003, he and the directors of CAC NJ adopted a resolution to open a new bank account as the congregation returned to the fold of CAC NJ.

Most importantly, in 2002 when Pastor Alabi-Oni moved to New Jersey, CAC NJ did not exist as a duly organized non-profit organization under New Jersey law. Pastor Alabi-Oni corrected this anomaly by filing the necessary documents with the State of New Jersey Secretary of State, including an Article of Incorporation and a Bylaw, and by requesting and receiving a tax-exempt status from the New Jersey Department of Taxation and the Internal Revenue Service ("IRS") for the newly formed CAC NJ. . . .

Finally, in view of the new church's inability to purchase real property in its name, Pastor Alabi-Oni requested the owner of the current church premises and who was one of the returning congregation members to allow the church [to] acquire the property by paying rent equaling the monthly mortgage payment and to reserve the right to make an offer to purchase same at some future date. This has remained the arrangement in place till date regarding the church premises in Newark, New Jersey.

. . . .

It should also be noted that CAC NJ does not receive funding or instructions from Defendants since its founding and all properties acquired by CAC NJ, including the subject bank accounts were solely from the members tithes, offerings and contributions to CAC NJ. CAC NJ is also solely responsible for the payment of its Pastors and Staff with no contribution from CAC WOSEM.

Defendants did not file an answer to the verified complaint. Rather, they filed a "cross-motion" returnable on the same day as the return date on plaintiffs' order to show cause for preliminary restraints. The motion seeks an order:

1. Denying each and every claim for preliminary injunctive relief requested by Plaintiffs and vacating the preliminary restraints entered on April 30, 2004;

2. Dismissing this action without prejudice and directing the submission of the subject disputes to arbitration;

3. In aid of arbitration, entering declaratory and injunctive relief as follows:

a. Enjoining Plaintiffs from utilizing any Church funds or other property for any purpose other than that approved in writing by the National Organization;

b. Enjoining Plaintiff Alabi from the premises of the Church and directing him to immediately turn over all Church property and keys to a representative of the National Organization;

c. Enjoining any further actions of the "Church Committee" as purported actions of the Christ Apostolic Church of America, Inc.;

d. Declaring the National Organization to be the rightful beneficial owner of all funds and other property of Christ Apostolic Church of America, Inc. and directing Defendant PNC Bank to comply with directives of the National Organization, consistent with the Customer Agreement of the Bank . . . .

The motion was supported by certifications from Joseph R. Famuyide and Olugbenga Adesokan, purporting to be members of the "New Jersey Chapter" of the national CAC. Famuyide also is the "General Counsel/Legal Advisor" of defendant church. In addition, a certification was filed by Abraham Obadare, the "District Superintendent of Christ Apostolic Church of America, Inc., d/b/a Christ Apostolic Church WOSEM, the National Organization . . . of which Plaintiff Christ Apostolic Church of America, Inc. is a local chapter." The certifications are supported by numerous documents. All three set forth factual assertions which would lead to the conclusion that, indeed, plaintiff church is a local chapter of defendant national CAC and governed by its bylaws and overriding authority.

Famuyide's certification is illustrative. It asserts among other things:

The organization under which Plaintiff presently operates has its roots dating to 1928. In that year, the Apostle J.A. Babalola, in Ilesha, Nigeria, began the revelation of the Church and formally established Christ Apostolic Church in 1930.

The existence and work of Christ Apostolic Church, in Nigeria, continued until 1979, when the Prophet T.O. Obadare, a Defendant herein, established the Christ Apostolic Church in the United States. T.O. Obadare was the founder of the Christ Apostolic Church of America, Inc., which was first incorporated in 1984, under the laws of the District of Columbia. A copy of the articles of incorporation are attached as Exhibit A to the enclosed Certification of Abraham Obadare, dated May 14, 2004.

The Christ Apostolic Church, Inc. adopted bylaws for the operation of the Church nationally as well as the operation of the Church through local chapters. A true copy of these bylaws is annexed hereto as Exhibit A. These bylaws recognize there is a spiritual but no legal link between the National Organization in the United States and the Church in Nigeria.

Perhaps most significant for purposes of this action, the bylaws set forth, at 16.02, the following:

All recognized Christ Apostolic Churches of America is established by Prophet (Dr) T.O. Obadare and the ones that will be established by him or his delegates must make the Soul Winning exercise their priority as would be governed by this Bylaw and everything that is within this bylaw. This is the general procedure of Christ Apostolic Churches in every state of America. Therefore any local church that is not governed by this Bylaw will be dismembered and be told to withdraw this emblem (C.A.C.) from its properties. Therefore, it is the duty of the president and the Governing body of this corporation to make sure that all assemblies under this Bylaw comply with these rules and regulations.

Exhibit A at 16.02 (emphasis added).

Prophet T.O. Obadare expanded the Church by creating local Chapters, each of which was incorporated under the law of the respective States of the United States and Canada. Each of the local Churches was incorporated under the name Christ Apostolic Church of America, Inc. This was done pursuant to the approval and authority of the Founder and Governing Council of the Church as a national organization. Presently there are twenty-five (25) local chapters of the Christ Apostolic Church of America, Inc. Attached as Exhibit B is a true copy of the complete list of all local churches in the United States and Canada. Each of these local chapters, upon organization, adopted the bylaws of the national organization.

The national leaders are the ones who created the local chapters. In 1995, T.O. Obadare caused the New Jersey chapter to be incorporated as Christ Apostolic Church of America, Inc., a New Jersey corporation. A true copy of the articles of incorporation are annexed hereto as Exhibit C. . . .

T.O. Obadare, along with two other national leaders, Emmanuel Fadahunsi and Peter O. Alade, constituted the initial Board of Trustees of the New Jersey Chapter. T.O. Obadare was also designated the President and Founder of the New Jersey Chapter. In 1995, the New Jersey Chapter adopted the bylaws of the National Organization.

In 1997, T.O. Obadare, on behalf of the National Organization, caused amendments to the New Jersey Chapter Certificate of Incorporation. In particular, T.O. Obadare was designated the registered agent. The Board of Trustees of the New Jersey Chapter was reconstituted: T.O. Obadare, Akinjide Awojobi and Fatal Oladejo were the Board members. These amendments were duly filed with the New Jersey Department of State. Exhibit D. T.O. Obadare remained President and Founder. Exhibit D.

The New Jersey Chapter operated under the direction and control of the National Organization, pursuant to its bylaws, until recently. The New Jersey Chapter regularly attended national meetings and conventions. At such national meetings, the Governing Council and Founder T.O. Obadare issued resolutions binding on all local chapters, including the New Jersey Chapter.

The New Jersey Chapter address of the Church was, in 1995, 499 Central Avenue, in Newark. The New Jersey Chapter thereafter leased space at 14B 1st Avenue, Bloomfield, New Jersey. In or about March 2002, the New Jersey Chapter moved to its present address, 37 Smith Street, in Newark.

The facts relating to this move are instructive as to the direction and control of the National Organization. The National Organization directed and approved this purchase of the Newark property. The National Organization paid a significant portion of the down payment for the 37 Smith Street premises. Exhibit E. The deed-holder to the property is Church member, Margaret Jefferson. Exhibit F. The National Organization and Ms. Jefferson have always understood that she holds the deed in trust for the National Organization.

The roots of the current conflict stem from T.O. Obadare's reassignment of a Pastor to the New Jersey Chapter in 2002. In 1997, T.O. Obadare assigned Charles Alabi (also known as Oni or Alabi-Oni), a Plaintiff in this action, to be Pastor of the Baltimore, Maryland chapter of the National Organization. This assignment was pursuant to the bylaws of the National Organization and followed Alabi's employment application to the National Organization. Exhibit G. It is customary for T.O. Obadare, consistent with the Memorandum of Understanding and the bylaw of the National Organization, to reassign Pastors. In fact, the New Jersey Chapter has been assigned six (6) Pastors from 1995 to present.

Alabi applied to the National Organization for employment in July 1997. He completed an application and executed a Memorandum of Understanding, which included agreement to comply with all instructions given by T.O. Obadare. Exhibit H.

Alabi served continuously as Pastor of the Baltimore, Maryland local chapter until 2002, when T.O. Obadare reassigned Alabi to the New Jersey Chapter. Exhibit I. Soon thereafter, Alabi breached his fiduciary obligations to the National Organization.

Following his 2002 transfer, Alabi became disgruntled with the National Organization. Beginning in November 2002, [along] with Pastor O'kere, from the Dallas, Texas local chapter, Alabi sought to reorganize the New Jersey Chapter under a different name and control. The proposed organization was "Christ Apostolic Church North America."

. . . .

From November 2002 to the present time, Alabi has sought secession of the New Jersey Chapter from the National Organization. Despite the incorporation and organization of the New Jersey Chapter in 1995 by T.O. Obadare, Alabi, years later, caused false corporate documents to be prepared and executed. In November 2002, Alabi claimed to hold the first meeting of directors of the corporation, where the New Jersey Chapter allegedly adopted bylaws separate from those of the National Organization. Exhibit J. The date of the meeting was back-dated to February 10, 1997. Alabi did not join the organization until July 1997, yet he claims presence at the meeting in February 1997. Moreover, the documents reference the 37 Smith Street, Newark property, which was not purchased until 2002. Exhibit J. These documents falsely claim that T.O. Obadare was a Director present at the meeting. Exhibit J. Plaintiffs have submitted these false documents to the Court in their Verified Complaint.

The supposed bylaws adopted on November 28, 2002 are inconsistent with the National Organization bylaws. See Plaintiff's Exhibit C. As noted above, all local chapters, including the New Jersey Chapter, adopted the bylaws of the National Organization. Those chapters which do not abide by the bylaws are not permitted to be local chapters. Plaintiffs fail to explain why there would be no corporate bylaws from 1995 to 2002. That is because there was and is bylaws which control the New Jersey Chapter. They are the bylaws of the National Organization, adopted by the New Jersey Chapter in 1995.

Adesokan's certification asserts:

I am a member of the New Jersey Chapter of the Christ Apostolic Church of America, Inc. I have been a member and Elder in the New Jersey Chapter since its founding by T.O. Obadare in 1995. . . .

In 1995, the National Organization of the Church (of the same name), formed the New Jersey Chapter, which adopted the bylaws of the National Organization. We operated under the control and direction of the National Organization continuously from 1995.

In 2003, without authority from the National Organization, Pastor Charles Alabi has attempted to have the New Jersey Chapter disassociate itself from the National Organization.

Alabi removed the name of T.O. Obadare, the Founder, from the Church Bulletin. He altered the New Jersey Chapter website to claim, erroneously, that the New Jersey Chapter was affiliated with C.A.C. Nigeria, and not the National Organization of Christ Apostolic Church of America, Inc.

As an Elder in the Church, I confronted Alabi, who told me that he would resolve the matter with T.O. Obadare. Instead, as I understand it, Alabi has attempted to change the name of the New Jersey Chapter to disassociate the New Jersey Chapter from the National Organization. I told him that his actions amounted to a "rebellion," contrary to the bylaws of the National Organization.

In 2002, Margaret Jefferson became the deed-holder to the property known as 37 Smith Street, Newark. I have personal knowledge that this purchase was done under the approval of the National Organization and the New Jersey Chapter. Ms. Jefferson agreed to hold the property in trust for the benefit of the National Organization.

I became upset with the improper actions of Alabi and, therefore, since March 2004, have not attended any Church functions. I will not do so until the National Organization's bylaws and control [are] complied with by the New Jersey Chapter.

Abraham Obadare's certification repeats the allegations concerning the formation of plaintiff church in 1995 as a chapter of defendant church and governed by its bylaws. It also describes the internal structure of defendant church as delineated by the bylaws, and sets forth various disputes concerning plaintiff church's expenditures.

Very often church disputes impinge upon religious issues; sometimes such impingement is central, sometimes not. In such cases, courts have struggled with how much entanglement is permissible before intruding upon freedom of religion rights. These types of cases have spawned what many frequently refer to as the principle of deference and the principle of neutrality. Neither are really inapposite and are entirely dependent upon the circumstances. The first arises at the outset where, because of the nature of the dispute, even a little entanglement would be constitutionally intrusive, whereas the second arises under circumstances that can tolerate some judicial involvement to resolve disputes on a secular basis. We recently summarized the differences thusly:

Well-settled principles prohibit civil courts from resolving ecclesiastical disputes that depend upon inquiry into questions of faith or doctrine. See Presbyterian Church v. Hull Mem'l Presbyterian Church, 393 U.S. 440, 89 S. Ct. 601, 21 L. Ed. 2d 658 (1969); Protestant Episcopal Church v. Graves, . . . 83 N.J. [572,] 580-81 [(1980), cert. denied, 449 U.S. 1131, 101 S. Ct. 954, 67 L. Ed. 2d 119 (1981)]. In such cases, there is the danger that the power of the state may be called upon to breach the wall of separation of church and state by either aiding a faction espousing a particular doctrinal belief, or becoming "entangled in essentially religious controversies." Serbian Eastern Orthodox Diocese v. Milivojevich, 426 U.S. 696, 709, 96 S. Ct. 2372, 2380, 49 L. Ed. 2d 151 (1976). For this reason, the Establishment Clauses of our Federal and State Constitutions, forbidding the establishment of religion, severely circumscribe the role that civil courts may play in resolving church property disputes. See U.S. Const. amend. 1; N.J. Const. (1947) art. I, 4; Presbyterian Church v. Hull Mem'l Presbyterian Church, supra, 393 U.S. at 449, 89 S. Ct. at 606, 21 L. Ed. 2d at 665; Chavis v. Rowe, 93 N.J. 103, 109-10 (1983).

To ensure that judicial adjudications are confined to their proper civil sphere, the United States Supreme Court has developed two approaches to church disputes: the deference rule and the rule of "neutral principles." Kedroff v. Saint Nicholas Cathedral, 344 U.S. 94, 73 S. Ct. 143, 97 L. Ed. 120 (1952); Maryland and Virginia Eldership v. Church of God at Sharpsburg, 396 U.S. 367, 90 S. Ct. 499, 24 L. Ed. 2d 582 (1970); Kleppinger v. Anglican Catholic Church, 314 N.J. Super. 613, 621-22 (Ch. Div. 1998).

As to the former, courts "accept the authority of a recognized religious body in resolving a particular doctrinal question." Elmora Hebrew Center, Inc. v. Fishman, 125 N.J. 404, 414 (1991). In hierarchical situations, courts must defer to the authoritative ruling of the highest church authority in the hierarchy to have considered the religious question at issue. Watson v. Jones, 80 U.S. 679, 727, 20 L. Ed. 666, 676 (1872); Serbian Orthodox Diocese v. Milivojevich, supra, 426 U.S. at 710-14, 96 S. Ct. at 2381-82, 49 L. Ed. 2d at 163-65; Chavis v. Rowe, supra, 93 N.J. at 108. Similarly, in disputes involving a church with a congregational structure, "courts should defer to resolutions by a majority (or other appropriate subgroup) of the church's governing body." Elmora Hebrew Center, Inc. v. Fishman, supra, 125 N.J. at 414. See also Chavis v. Rowe, supra, 93 N.J. at 108.

Where appropriate, the other approach to church disputes is used regardless of the governing structure of a particular church and involves the application of neutral principles of law to determine disputed questions not implicating religious doctrine or practice. Jones v. Wolf, 443 U.S. 595, 602, 99 S. Ct. 3020, 3025, 61 L. Ed. 2d 775, 784 (1979); Presbyterian Church v. Hull Mem'l Presbyterian Church, supra, 393 U.S. at 449, 89 S. Ct. at 606, 21 L. Ed. 2d at 665. This approach calls for the examination and interpretation of church documents such as deeds, constitutions, by-laws, and the like in accordance with wholly secular legal rules whose applications do not entail theological or doctrinal evaluations. Jones v. Wolf, supra, 443 U.S. at 604, 99 S. Ct. at 3026, 61 L. Ed. 2d at 785; Elmora Hebrew Center, Inc. v. Fishman, supra, 125 N.J. at 414-15. It has been suggested, at least in this State, that in a strictly congregational situation, where the congregation answers to no higher ecclesiastical authority in matters of church government, our courts should use "neutral principles" in resolving civil disputes, provided a justiciable controversy is presented. Chavis v. Rowe, supra, 93 N.J. at 110; Protestant Episcopal Church v. Graves, supra, 83 N.J. at 580.

Irrespective of the approach used, courts are admonished to scrupulously avoid incursions into questions of ecclesiastical polity or doctrine that would be constitutionally impermissible. Elmora Hebrew Center, Inc. v. Fishman, supra, 125 N.J. at 415. To be sure, the task of reconciling respect for the autonomy of religious organizations with the responsibility of courts to resolve conflicts involving civil matters is a difficult one. Admittedly, in some instances there is a gray zone between express secular terms and religious doctrine, and the distinction between the court's duty to abstain from religious questions and to decide legal disputes is blurred. Complicating the matter is the fact that the once simple dichotomy between hierarchical and congregational polities does not reflect the diversity of contemporary denominational structures.

[Solid Rock Baptist Church v. Carlton, 347 N.J. Super. 180, 191-93 (App. Div.), certif. denied, 171 N.J. 440 (2002).]

Although discoursing further upon these two principles may be intellectually stimulating, it is entirely unnecessary. Regardless of the differences between the religious dogma proclaimed by both sides to frame the organizational structure of plaintiff church, the critical, dispositive inquiry here as to which church has possessory rights to the bank accounts is entirely factual and secular, focusing upon when plaintiff church first became active and which of the two bylaws it first adopted.

The trial judge fully understood this. She realized that because of the factual disputes, plaintiffs' preliminary injunctive relief could not be granted as they could not establish a likelihood of success. Where we part company is her dismissal of the complaint at that point premised upon her resolution of the factual disputes. In doing so, the judge said:

I have made an extensive review of the bylaws in this case. And when I say bylaws I'm talking about the only bylaws that appear to have been existing at the time that the Christ Apostolic Church of America, Inc. in New Jersey - New Jersey was formed back in 1995. I have been pointed to no other bylaws that were in existence to govern this particular organization. And - and the certificate of incorporation refers to bylaws. And when I look at them - and this is - this is rather lengthy but I think it's important to go through all the various provisions of those bylaws that demonstrate that this organization regarded itself as part of a hierarchy. And it acted under these bylaws, I have to note, until sometime in 19 - excuse me, 2002, when new bylaws were apparently formulated. And it's - it's on the strength of those very recent bylaws that the plaintiff argues that they are independent and - believes them to be such. Those bylaws are in contradiction to the national bylaws that preceded it and which the organization utilized up to that point in time. They - they transparently post-dated the existence, most of the existence of the New Jersey entity. I say that because the minutes that accompanied them are dated February 10, 1997 on the first page but on the last page it says November 22, 2002. They refer to 37 Smith Street, which wasn't purchased until 2002. And Pastor Obadare did not join the organization until July, 1997. So he couldn't have been there in February, 1997. There - there is a great deal of evidence that the real date of these bylaws were in 2002 and that there were no other bylaws for this particular organization.

. . . .

So here we have a CAC who is functioning under these bylaws in they believe 2002 after Pastor Alabi is sent to Newark pursuant to his contract of employment which explicitly recognizes in my view the hierarchical structure. So it claims independence by way of a new set of bylaws which were attempted to be backdated. I - I don't believe that that is the appropriate document for this Court to concern itself with. Rather, I do regard the national bylaws as the document governing the plaintiff organization and it is clear to this Court that it was intended that this plaintiff organization be a subordinate member of the national and subject to the ultimate control of the governing council of CAC national. Documents indicated the course of conduct of this plaintiff organization indicates at least up until 2002. . . .

Therefore, I am going to vacate the restraints that I entered on the initial presentation of this matter to this Court. In that connection I have to say I don't know whether it was deliberate or whether it was inadvertence, but I think the way this case was presented to the Court was extremely misleading. I don't think that I was given a full picture of the prior history of this matter. I think that there was an effort frankly to lead the Court down a path and I - I - I take some offense at that. It wasn't until further papers were presented by plaintiffs basically in re - in reply to the defense application that certain things became clear. I - I make some judgments as to the credibility and the bona fides of the plaintiff organization based upon that. . . .

It goes without saying that factual disputes cannot be resolved in the context of conflicting certifications. E.g. Gilhooley v. County of Union, 164 N.J. 533, 545 (2000); Mackowski v. Mackowski, 317 N.J. Super. 8, 11-12 (App. Div. 1998); Harrington v. Harrington, 281 N.J. Super. 39, 47 (App. Div.), certif. denied, 142 N.J. 455 (1995); Fusco v. Fusco, 186 N.J. Super. 321, 327-29 (App. Div. 1982); Tancredi v. Tancredi, 101 N.J. Super. 259, 262 (App. Div. 1968). See also Klier v. Sordoni Skanska Constr. Co., 337 N.J. Super. 76, 84-86 (App. Div. 2001). And while there may be something peculiar about the corporate documents plaintiffs rely upon to establish the active existence of plaintiff church in conjunction with the adoption of the 2002 bylaws, there is no evidence that it intentionally "backdated" the documents to 1997. There would be nothing to be gained from that as it is their claim that while the corporate shell was created by way of the 1995 filed certificate of incorporation, that was thereafter amended in 1997, the shell remained a shell without corporate substance until the 2002 corporate documents, including the 2002 bylaws. To be sure, the 1995 certificate of incorporation refers to bylaws, but there is no description of those bylaws in that document or any other contemporaneous corporate document in this record. There are only the statements in defendants' certifications that the reference was to the "national" bylaws. These statements are disputed by plaintiffs' certifications. Moreover, peculiarly, Article I of the "national" bylaws contains the assertion "[i]t was in one of [Prophet T.O. Obadare's] crusades in Ibadan that the Lord touched him concerning the dying lost souls that are Nigerians in overseas countries in 1997." (Emphasis added). If the national bylaws preexisted the incorporation of plaintiff church in 1995, how could they refer to something that occurred in 1997?

Simply put, if plaintiff church indeed began its active religious endeavor in 1995 under the national bylaws, then the judge's ultimate conclusion that judicial interference in the property concerns of the parties should give way to the intrachurch arbitration provision in the bylaws would be unassailable. But that factual resolution can only be made after a plenary hearing.

We, therefore, reverse the dismissal of the complaint. In doing so, we are aware that subsequent to the dismissal arbitration under the national bylaws of the disputes over plaintiff church and its property was commenced by defendant. We are told plaintiffs did not participate and that an award adverse to them was issued. We are also told that defendants moved before the trial judge to enforce the arbitration award, that plaintiffs moved to vacate, and that both motions were denied. We express no view as to the impact our reversal and remand may have upon these subsequent developments. It may well be that, by now, the individual plaintiffs have moved on to form their own independent church, leaving behind plaintiff church's property. If so, the matter would now be moot. But the record does not tell us that.

Reversed and remanded for such other proceedings as may be appropriate in light of our decision and the present circumstances. We do not retain jurisdiction.

 

Specifically, Article X of the bylaws states in part:

Any dispute or controversy that might be the subject of an action in court, between persons legally competent to manage the affairs of [defendant church] shall be submitted to arbitration before the National Council. . . .

PNC Bank was named as a defendant because, at the request of defendants, it placed the freeze on the accounts. It is not an active party to the underlying controversy.

(continued)

(continued)

26

A-6142-03T2

March 29, 2006