SEAT PLEASANT BAPTIST CHURCH BOARD OF TRUSTEES v. Long

⁶⁶² DAVIS, Judge. The Board of Trustees (appellant) of Seat Pleasant Baptist Church (the church) appeals from an order of the Circuit Court for Prince George’s County mandating arbitration in appellant’s lawsuit against Kenneth K. Atlantis Long, et al. (appellees). 1 Through a petition for ex parte injunctive relief filed on January 23, 1995, appellant and the Board of Deacons of the church (the Deacons) asserted that Long, once the pastor of the church, was fired but refused to leave; instead he absconded with church property. Appellant and the Deacons asked the court, inter alia, to restrain appellee Long from entering the church grounds or other church property, and to prohibit Long’s access to the church’s bank accounts. The petition also asked the court to direct Long to return items in his possession “which are or could be construed to be the assets” of the church, and asked the court to schedule a show cause hearing on the issuance of a permanent injunction.

On January 26, 1995, the court issued the requested ex parte injunction. The court enjoined Long from undertaking any obligations or actions on behalf of the church, from entering onto the property of the church for any purpose other than to return the church’s property, and from taking any action concerning the financial or real property assets of the church. On February 1, 1995, Long filed a Motion to Dismiss the petition, which the circuit court dismissed as moot on April 24, 1995. Long filed his own Petition for Ex Parte Relief and Emergency Hearing on April 11, 1995, asserting that appellant and the Deacons were not the proper Board of Trustees and Board of Deacons of the church.

Long also asserted that he was still the pastor of the church and that appellant and the Deacons -wrongfully changed the locks on the church. Their actions, Long said, prevented him and other members from worshipping in the church and also ⁶⁶³ prevented him from correcting unsafe building conditions that he was ordered to correct by Prince George’s County. Long asked the court to enjoin appellant and the Deacons from preventing Long’s and other church members’ entrance to the church for purposes of worship and repairs. 2 On August 14, 1995, appellant and the Deacons amended their complaint for injunctive relief, requesting a declaratory-judgment that they are the proper Boards of Trustees and Deacons of the church and that Long was properly removed as pastor of the church under the church’s valid constitution. Appellant and the Deacons also asked the court permanently to enjoin Long from entering the church grounds and from presenting himself as pastor of the church.

When no answer to the Amended Complaint was forthcoming, appellant and the Deacons filed a Motion for Default Judgment. The court denied the motion on October 30, 1995 for, inter alia> lack of a military affidavit and improper service of process. On November 20, 1995, appellant and the Deacons filed a Second Amended Complaint, asking for the same relief as in the Amended Complaint. Long filed his Answer on December 21, 1995.

On January 17, 1996, appellant and the Deacons filed another Motion for Default Judgment that was never addressed by the court. 3 A trial date for the matter was set for June 17-18, 1996. Difficulties in conducting discovery plagued the litigation but need no detailed explanation here. .After a status conference on April 1, 1996, the court ordered appellant and the Deacons ⁶⁶⁴ to amend their complaint a third time and to add several parties as defendants in the matter. After another status hearing held on April 25, 1996, the court issued a somewhat Solomonic order, equitably dividing hours of access to the church between the two groups claiming exclusive right of access, pending the outcome of the trial on the merits. On May 1, 1996, Long filed a preliminary motion that asserted a lack of necessary parties.

He claimed that the individuals pursuing an action in the court no longer comprised the Board of Trustees or the Board of Deacons of the church. Specifically, he claimed that additional people had been elected to the Boards of Trustees and Deacons on January 18, 1995, and that in September of that year the church had completely replaced as Trustees and Deacons the individuals who had filed suit on behalf of the Board of Trustees and the Board of Deacons. The individuals styling themselves the Boards of Trustees and Deacons, maintained Long, lacked standing to bring this action on behalf of the Boards. 4 On May 2, 1996, appellant alone responded with a Third Amended Complaint for Declaratory Relief. In this submission, it named as defendants, in addition to Long, those individuals styling themselves the Board of Trustees of Seat Pleasant Baptist Church: Oladele Dosunmu, Wendy Watkins, Annetta McRae, Danlowell Watkins, Levy Blackwell, Rayfield Harrison, and Evelyn Brown. 5 To its complaint for declaratory judgment, appellant added one count of civil conspiracy stemming from an alleged conversion of church funds and one count of trespass to land stemming from entry onto the church property and the alleged removal of equipment belonging to ⁶⁶⁵ the church.

For the latter two counts, appellant claimed compensatory damages of $150,000 plus interest and costs. 6 On May 17, 1996, Long filed a Motion to Dismiss. He claimed that the Third Amended Complaint created a contest over the “fair conduct of an election” of Trustees because the Complaint alleged that Long had improperly attempted to appoint a new Board of Trustees on January 18,1995, and that therefore no election was held on that date. Maryland Code Annotated, Corps. & Ass’ns (C.A.) § 5-310 (1975, 1993 Repl. Vol.) requires arbitration of any contest within a religious corporation “over the fair conduct of an election.” Id.

Consequently, Long argued, the court should dismiss the complaint. The court entertained the Motion to Dismiss on June 4, 1996, but took no testimony. Treating the motion as a Motion to Compel Arbitration, the court issued an order on June 4, 1996, staying all matters in the case pending arbitration under C.A. § 5-310. Appellant appeals from this order, raising two questions for our review, which we restate as follows: I. Does C.A. § 5-310 require arbitration of this dispute as a contest “over the voting rights or the fair conduct of an election?” II.

Does C.A. § 5-310, as applied, violate the First Amendment to the Constitution of the United States? We answer the first question in the negative. Consequently, we do not reach the constitutional issue. We vacate the circuit court’s order and remand for further proceedings.

FACTS The constitution of the Seat Pleasant Baptist Church specifies that “[tjhis Church shall be incorporated as a non-profit institution.” All parties impliedly concede that the church was incorporated under the Religious Corporation Law, C.A. § 5-301 at seq., and that C.A. § 5-310 therefore may apply. Long ⁶⁶⁶ had been the pastor of Seat Pleasant Baptist Church since January 24, 1993. On December 19, 1994, the Board of Deacons sent a letter to Long asking for his resignation as pastor for “actions ... strictly contrary to the teaching of God’s word ...” and for a failure to submit to the church documentation certifying Long’s ordination as a Baptist minister. 7 That same day, a regularly scheduled business meeting of the congregation was held, at which Long attempted to take a vote — a vote that Long, in the court below, termed “advisory” — on his continued tenure as pastor. Appellant claims that the meeting sparked a disturbance that was quelled only when riot police intervened.

The controversy over what happened in the next month forms the crux of this appeal. Appellant claims that, on January 1 and 8, 1995, the Board of Deacons announced from the pulpit that it would take a vote to terminate or retain Long as pastor. The vote would be taken, it announced, on January 19, 1995. Long, in the court below, denied that these announcements were made.

Appellant also claims that on January 15, 1995, Long announced from the pulpit that he would hold a meeting at the church on January 18, three days later. Appellees contend that Long held the special called meeting to elect new officers, and that new Trustees and Deacons were added to the Board of Deacons and Trustees at this meeting. Appellant, for its part, alleged in the court below that Long called the meeting solely in order to preempt his ouster as pastor. Appellant also claimed that, in fact, no elections were held; instead, Long merely appointed people at the meeting to serve as Deacons and Trustees. ⁶⁶⁷ On January 19,1995, appellant claims, the Board of Deacons met as scheduled.

The meeting took place in the church parking lot. 8 Long alleged that this meeting never occurred. At the meeting, appellant claims that the Deacons unanimously voted to terminate Long as pastor of the church. By letter dated January 22, 1995, the Chairman of the Board of Deacons, Benjamin Exum, notified Long that his tenure as pastor was officially terminated in a vote taken under Article II, § 2(a) of the church By-Laws and Article VI, § 3 of the church constitution. On January 20, 1995, the Board of Trustees placed locks on the doors of the church.

Subsequent events generated the petition for injunctive relief that led to this appeal. These events, irrelevant to the issue at hand, need no explanation or description. The circuit court impliedly concluded that the Third Amended Complaint asserted a contest over the voting rights and the fair conduct of the alleged election on January 18, 1995. First, the court reasoned, the events of January 18 either pertained to the existence of an election, or they signalled the formation of a new church by appellees under C.A. § 5-311.

The court concluded that appellees were not forming a new church because this was not their stated desire; therefore, the court concluded, the issue was confined to whether a valid election took place. To this end, the court isolated three issues for resolution: Therefore, this Court finds that the issue to be resolved here is who are the proper voting members of the church, what does or does not constitute a fair election for the church, and who may participate in that election. Without any further analysis, the court held that these questions must be resolved through arbitration under C.A. § 5- ⁶⁶⁸ 310. That article provides that any contest over the “voting rights or the fair conduct of an election” in a church must be arbitrated by an individual from among the members of a neighboring church of the same religious persuasion.

Id. ANALYSIS Clarification of the precise issue before us will help prevent confusion by marking a clear path for the narrow analysis that we are asked to undertake. Appellant claims that Long’s January 18, 1995 “election,” which purported to elect both Trustees and Deacons, was invalid. Appellant also claims that the vote taken by the Board of Deacons the next day effectively removed Long as pastor.

Because the Third Amended Complaint dismissed the complaint of the Board of Deacons, however, Long’s Motion to Dismiss, filed in response to that complaint, only addressed appellant’s allegation that trustees were improperly elected on January 18, 1995. Long argued that appellant’s challenge to the January 18 “election” is a dispute over the fair conduct of an election and must be arbitrated under C.A § 5-310. This was the only issue addressed by the circuit court. Thus, we are not asked to pass on the validity of the January 18, 1995 “election”-called by Long.

We are also not asked to pass on the validity of the vote, allegedly taken the next day, to oust Long as pastor. Nor must we determine whether a question as to that January 19, 1995 vote must be arbitrated in accordance with C.A. § 5-310. Rather, the precise issue before us is simply whether the validity of the January 18, 1995 vote, which purported to elect new trustees, must be determined by arbitration. 9 ⁶⁶⁹ Appellant, for its part, relies principally on its allegation that Long failed to give the notice for electing new trustees to the Board of Trustees of the church that is required by the church’s constitution and By-Laws. Appellant essentially presents three arguments that C.A. § 5-310 should not apply to the event that occurred on January 18,1995.

First, it says, the dispute is secular, not ecclesiastical, in nature. Thus, the courts are the proper forum for resolving the dispute. Second, continues appellant, although the legislature may mandate arbitration for purely secular disputes, the dispute in this case is not over the “fair conduct of an election,” and C.A. § 5-310 does not apply. Third, appellant concludes that if the statute does apply, then its application violates the First Amendment and is unconstitutional.

We will address each argument in turn. A Before we turn to appellant’s arguments, however, we must resolve one preliminary issue. It is not immediately clear whether the order entered by the circuit court is an appeal-able final order. As appellees did not file a brief, we raise this issue nostra sponte in the knowledge that appellees’ lack of a response does not relieve appellant from its burden of persuasion on appeal.

Generally, we follow the rule that only final judgments may be appealed. Md.Code Ann., Cts. & Jud. Prqc. (C.J.) § 12-301 (1974, 1995 RepLVoL).

Exceptions to this statutory rule are listed in C.J. § 12-303, but are irrelevant here. A judgment generally is considered “final” if it determines and concludes the rights involved, or denies the appellant the means of further prosecuting his rights and interest in the subject matter of the proceeding. E.g., McCormick Constr. Co. v. 9690 Deerco Ed. Ltd. Partnership, 79 Md.App. 177, 182 , 556 A.2d 292 (1989) (citations omitted).

McCormick Constr. Co. seems at first blush applicable to the case sub judice. In that case, the appellant had filed an action for a mechanic’s Ken. The court was advised that a ⁶⁷⁰ contract required arbitration.

The court stayed the proceedings, pending arbitration on the specific issue of whether the appellant had the right to establish a mechanic’s lien. Id. We held that “[t]he court order settled nothing; neither did it conclude any rights or deny any party the means of proceeding further,” because the appellant could return to the circuit court for further relief after arbitration on the specific issue. Id.

Through a brief discussion of Litton Bionetics, Inc. v. Glen Constr. Co., 292 Md. 34 , 437 A.2d 208 (1981), we admitted that court orders referring a case to an arbitrator may sometimes be the subject of a direct appeal. McCormick Constr. Co., 79 Md.App. at 182-83 , 556 A.2d 292 .

In Litton Bionetics, the appellant had filed a separate action for declaratory relief in the circuit court, requesting a declaration that two mandatory arbitrations should be consolidated. Litton Bionetics, 292 Md. at 38-39 , 437 A.2d 208 . The circuit court denied the appellant’s petition by written order, effectively directing the separate arbitration of the two disputes. Id. at 39 , 437 A.2d 208 .

The Court of Appeals held that the order denied all of the relief sought by the appellant and completely terminated the declaratory action that the appellant had filed in the circuit court. Thus, the order was an appealable, final judgment. Id. at 42 , 437 A.2d 208 . Building on Litton Bionetics, the Court of Appeals has clearly held that “a trial court’s order sometimes may constitute a final appealable judgment even though the order fails to settle the underlying dispute between the parties.” Horsey v. Horsey, 329 Md. 392, 401 , 620 A.2d 305 (1993); see also Chesapeake Beach v. Pessoa Constr.

Co., 330 Md. 744, 750 , 625 A.2d 1014 (1993) (citing Horsey). The Court stated in Horsey : Where a trial court’s order has “the effect of putting the parties out of court, [it] is a final appealable order” ... A circuit court’s order to arbitrate the entire dispute before the court does deprive the plaintiff of the means, in that case before the trial court, of enforcing the rights claimed. The order effectively terminates that particular case before ⁶⁷¹ the trial court.

Thus, the order would clearly seem to be final and appealable---- Id. at 401-402 , 620 A.2d 305 (citations omitted). The procedural posture of a case is crucial here. In Litton Bionetics and Horsey , the order to arbitrate effectively terminated the plaintiffs particular action before the circuit court. In McCormick Constr.

Co., however, the action filed was for the right to establish a mechanic’s Ken. McCormick Constr. Co., 79 Md.App. at 179 , 556 A.2d 292 . We held that the court had merely stayed the proceedings by virtue of the arbitration order, but had retained jurisdiction.

Id. at 182 , 556 A.2d 292 . Thus, the appellant’s right to establish a mechanic’s lien was not denied or impaired by the staying of the court case. In contrast to Litton Bionetics , moreover, the proceedings in the circuit court were not terminated, but only stayed. Id. at 182-83 , 556 A.2d 292 .

Jurisdiction remained in the court to take further action following the arbitration award, and “[presumably, that action would include foreclosure of the lien obtained through the arbitration process.” Id. at 183 , 556 A.2d 292 . Horsey may be