Fuimaono v. Samoan Congregational Christian Church of Oceanside

California Court of Appeal Jan 19, 1977 No. Civ. 14810Published

Before: Brown, Cologne, Gerald, Staniforth

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Holding. The court held that the trial court properly ordered the involuntary dissolution of a nonprofit religious corporation because substantial evidence established that internal dissension and deadlock prevented the corporation from operating to the advantage of its members.

Issues

Whether the trial court erred in finding sufficient evidence of internal dissension and deadlock to warrant involuntary corporate dissolution under Corporations Code section 4651.
Whether the trial court was required to mandate the exhaustion of internal church remedies before granting judicial dissolution.
Whether the trial court erred by failing to make specific findings on immaterial issues regarding bylaws and the validity of the minister's dismissal.

Disposition. affirmed

Quotations verified verbatim against the opinion

“Corporations Code section 4651, subdivision (d) permits the dissolution where there is “internal dissension and two or more factions of shareholders . . . are so deadlocked that its business cannot longer be conducted with advantage to its shareholders.””

“Upon the facts here presented, the trial court was authorized, if not required, to decree corporate dissolution.”

Opinion

STANIFORTH, J.

This action for corporate dissolution constitutes the second chapter in a continuum of discord originating within the membership of the defendant Samoan Congregational Christian Church of Oceanside (Samoan Oceanside Church). The particular dispute erupted when the Board of Directors of the Samoan Oceanside Church discharged its minister (one of the plaintiffs herein) and hired another, thereby incurring official disapproval of higher ecclesiastical authority within the parent church body, as well as opposition from a minority of the membership of the Samoan Oceanside Church. The first unhappy chapter is related in

Samoan Congregational etc. Church in U.S.

Samoan Congregational etc. Church of Oceanside, ante,

page 69 [135 Cal.Rptr. 793], We there held that the parent ecclesiastical body could not compel the forfeiture of assets of the Samoan Oceanside Church.

Plaintiffs in the case at bench are the discharged minister and a minority (constituting approximately 40 percent of the total membership), who side with the Reverend Talani Fuimaono in his refusal to acknowledge discharge by the Board of Directors of the defendant

[83]

Samoan Oceanside Church, a California nonprofit religious corporation. Plaintiffs seek an involuntary dissolution of the corporate defendant and a distribution of its assets to the respective factions within the church in accord with their percentage of membership. Plaintiffs allege that they constitute more than one-third of the membership, and that dissension exists between the factions within the church representing plaintiffs’ group on the one hand and a majority of defendant church’s members on the other, and that these factions are so deadlocked that the church corporation can no longer conduct its business to the advantage of the members of the church.

Defendant Samoan Oceanside Church opposes dissolution, questions plaintiffs’ status to sue, and denies there are grounds for dissolution.

The Attorney General is joined as a necessary party to these proceedings. His office is neutral on the issues tendered by the complaint, but insists that the assets of the Samoan Oceanside Church are impressed with a charitable trust and therefore as a matter of law cannot be distributed for private benefit, and if dissolution is granted the assets must be distributed for church purposes under the

Fuimaono v. Samoan Congregational Christian Church of Oceanside

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STANIFORTH, J.

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