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REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND No. 6269 September Term, 1998

FRANK LEWIS EL BEY v. MOORISH SCIENCE TEMPLE OF AMERICA, INC.

Byrnes, J. Adkins, McCormick, Mary Beth (Specially Assigned) JJ.

Opinion by Adkins, J.

Filed: March 3, 2000

In this case we examine the parameters of a court's authority to resolve a dispute regarding the internal operations of a

religious organization.

We must decide whether the Circuit Court

for Prince George's County erred in issuing an injunction against Frank Lewis El Bey, appellant, based on a complaint by the Moorish Science Temple of America, Inc. (the "Corporation"), appellee, seeking to enjoin appellant from holding himself out as an officer, director, agent or trustee of the Corporation. For the reasons

that follow, we see no error, and affirm the decision of the trial court.

FACTS AND LEGAL PROCEEDINGS Appellee is a religious corporation organized and incorporated in 1928 under the laws of the State of Illinois. Noble Drew Ali, filed articles of Its founder, with the

incorporation

appropriate department of the State of Illinois.

In the articles,

he designated certain named individuals as "sheiks," to serve in lieu of trustees. The Constitution and Bylaws, adopted in 1928,

provided that the Grand Sheik and Chairman of the Corporation had the "power to make law and enforce laws with assistance of the Prophet[1] America." In 1934, after the death of Drew Ali, the Corporation adopted and Grand Body of the Moorish Science Temple of

The term "prophet" apparently has been used since 1928 to refer to Noble Drew Ali.

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rules and regulations for governance and succession of officers in the organization. These were embodied in a document titled "Rules

and Regulations of the Moorish Science Temple of America and the Moorish Holy Temple of Science" as set forth by "The Grand Body at the Seventh Annual Convention held at . . . Chicago, Illinois, from September 15th to the 20th, 1934" ("Regulations"). The Regulations

designated fifteen persons as officers, including a "Supreme Grand Advisor and Moderator," "Grand Governors" of several temples

located in several different states, a treasurer, secretary and others. The Regulations provided that: (1) "All Offices shall be declared vacant during each Annual Convention, which shall be held from September 15th to the 20th (inclusive) each year;" (2) "no one shall serve in an office after an Annual Convention unless he or she has been duly elected or re-elected to such office," and (3) "no official is eligible to fill an office unless he has proper Credentials; same having been issued by the Supreme Grand Advisor." The Regulations also declared that "[t]he assemblage of the

representatives of the various Temples through-out the United States; said assemblage being on the date set forth [herein] may be termed 'The Grand Body' or 'The Grand Major Temple.'" The

Regulations further provided that "[t]he Supreme Grand Advisor and Moderator alone shall issue Charters, Ordination Papers and

Credentials."

The Corporation continued to operate and be governed

by these Regulations from 1934 to the present. -2-

On September 10, 1996, appellant sent a written memorandum ("Announcement") to "All Governors, Grand Sheiks and Head Official [sic] of All Temples of America" announcing, inter alia, that he had been appoint[ed] as Trustee of the Express Trust created by the Prophet Noble Drew Ali; through fulfillment of that appointment, I have been vested with all authority and power of The Moorish Science Temple of America . . . Accordingly, my office as Chief Executive Officer of The Moorish Science Temple of America, Inc. is effective immediately. . . . I will appoint by January 8, 1997, an Executive Council (Rulers) of which I will act as Chairman. In his written notification, appellant also stated that "a similar Memorandum will be prepared and circulated among all" members of the Corporation. He advised the recipients of the

Announcement to "consult with your attorney concerning the issue of the trust . . . or The Corporation's attorney, to get an informed, legal opinion and understanding of the trustor, trustee, and

trust." On January 24, 1997, the Corporation filed a complaint seeking ex parte, interlocutory Specifically, and the permanent injunctions sought to against enjoin

appellant.

Corporation

appellant from referring to himself as an officer, director, agent or trustee of the Corporation. Appellee alleged that appellant was

fraudulently collecting money in the name of the Corporation, disseminating false and misleading information about his status as

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a trustee of the Corporation, and attempting to recruit others from the church base with the intent to cause the Corporation

embarrassment and to tarnish its reputation and good name. The circuit court issued the ex parte injunction based on the complaint and supporting documents. cause order and set a hearing date. When appellant did not appear at the hearing on March 26, 1997, the court issued an interlocutory injunction that enjoined appellant "from referring to himself as an officer, director, agent or trustee for or of" the Corporation during the pendency of the case. Appellant's first pleading in the case was a motion to The court also issued a show

dissolve the interlocutory injunction filed on April 25, 1997. After a trial on the merits on January 6, 1999, the court granted a permanent injunction against appellant, "restraining and

enjoining him from representing himself as an agent, officer and/or trustee for or of the Moorish Science Temple of America, Inc." This appeal was timely noted.

DISCUSSION Appellant asks us to decide: 1) whether the circuit court had authority to resolve the religious dispute presented in light of the First Amendment to the United States Constitution; 2) whether

the requisite likelihood of damage to appellee in order to justify an injunction against appellant was demonstrated; and 3) whether

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the court, in ordering the injunction, failed to properly apply the term "trustee" in the sense the term was used by appellant.

I. The circuit court had authority to resolve this legal dispute involving a religious organization. Appellant first argues that the circuit court lacked authority to resolve the dispute presented because of its ecclesiastical nature. We disagree that the conflict is purely ecclesiastical and

hold that the order issued by the circuit court addressed only the secular aspects of the dispute between the parties, which were resolved by neutral, secular principles. i. General Principles It is well established that generally courts have no authority to resolve religious disputes. See Mount Olive African Methodist

Episcopal Church of Fruitland, Inc. v. Board of Incorporators of the African Methodist Episcopal Church Inc., 348 Md. 299, 309 (1997). "'Such matters "must be left with the authorities of the

church or denomination who have the power . . . to consider and determine upon them."'" Id. (quoting Polen v. Cox, 259 Md. 25, 31-

32 (1970), in turn quoting Shaeffer v. Klee, 100 Md. 264, 271 (1905)). We recognize, in which however, marginal that "there might be some of

circumstances

civil

court

review

ecclesiastical determinations would be appropriate."

Presbyterian

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Church in the U.S. v. Mary Elizabeth Blue Hull Mem'l Presbyterian Church, 393 U.S. 440, 447, 89 S. Ct. 601, 605 (1969); Mount Olive, 348 Md. at 310 (holding that although Maryland courts should not enter into a `theological thicket,' "[t]his does not mean . . . that the courts may not resolve any issue in which a church or denomination is a party."). In avoiding the "religious thicket" we must be cautious not to deprive religious organizations of all recourse which is available to all others. This would leave religious organizations at the

mercy of anyone who appropriated their property with an assertion of religious right to it. See Maryland and Virginia Eldership of

the Churches of God v. Church of God at Sharpsburg, Inc., 249 Md. 650, 661 (1968) (Eldership I).2 The Supreme Court has held that a court may resolve property disputes by applying secular principles of property, trust, and corporate law when the instruments upon which those principles operate are at hand. See Maryland and Virginia Eldership of the

Churches of God v. Church of God at Sharpsburg, Inc., 396 U.S. 367, 90 S. Ct. 499 (1970). The Supreme Court has explained several

advantages of this approach: The primary advantages of the neutral-principles approach are that it is The Supreme Court vacated the judgment in Maryland and Virginia Eldership, and remanded the case to the Court of Appeals. On remand the Court affirmed its prior holding, 254 Md. 162 (1969), aff'd, 396 U.S. 367, 90 S. Ct. 499 (1970). -62

completely secular in operation, and yet flexible enough to accommodate all forms of religious organization and polity. The method relies exclusively on objective, well-established concepts of . . . law familiar to lawyers and judges. It thereby promises to free civil courts completely from entanglements in questions of religious doctrine, polity, and practice. Jones v. Wolf, 443 U.S. 595, 603, 99 S. Ct. 3020, 3025 (1979). These advantages were deemed substantial enough in Jones to permit the state court to decide the property dispute by neutral

principles even though the outcome might contravene the decision of the hierarchical church. See id. at 604-06, 99 S. Ct. 3026-27.

In the instant case, the relief ordered by the circuit court required no inquiry into religious doctrine, and could be resolved by neutral secular principles because it addressed the protection of a property interest of appellee. ii. Threshold Requirement: Judicially-Protectible Interest The threshold requirement for application of the neutralprinciples doctrine is that there be a "judicially-protectible interest." Ardito v. Board of Trustees, Our Lady of Fatima Chapel,

658 A.2d 327, 331 (N.J. Super. 1995)(quoting Chavis v. Rowe, 459 A.2d 674 (N.J. 1983)). The property interest at issue here is

appellee's interest in its name and the good will associated with it. Although the record does not reflect whether appellee owned specific real or tangible personal property, a property interest -7-

entitled to protection is not limited to real or tangible personal property. The leading case of American Gold Star Mothers, Inc., v.

National Gold Star Mothers, Inc., 191 F.2d 488 (D.C. Cir. 1951) explained that the property interest of a nonprofit corporation entitled to protection includes the corporation's interest in its good name: Source, reputation, and good will are as important to eleemosynary institutions as they are to business organizations. 'Anything which tends to divert membership or gifts of members from them injures them with respect to their financial condition in the same way that a business corporation is injured by diversion of trade or custom.' 'Distinct identity is just as important to such an organization, oftentimes, as it is to a commercial company. Its financial credit - its ability to raise funds, its general reputation, the reputation of those managing and supporting it, are all at stake if its name is used by some other organization and the two become confused in the minds of the public.' Id. at 489 (citations omitted). Accord, Pilgrim Holiness Church v.

First Pilgrim Holiness Church, 252 N.E.2d 1, 7 (Ill. App. 1969) (the right to protection of the good will in one's name extends to nonprofit organizations); see also Purcell v. Summers, 126 F.2d 390, 984 (4th Cir.), cert. denied, 317 U.S. 640, 63 S. Ct. 32 (1942); National Board of the Young Women's Christian Ass'n v. Young Women's Christian Ass'n of Charleston, S.C., 335 F. Supp. 615, 621 (D.S.C. 1971); 37 A.L.R.3d 277; 27 A.L.R.2d 954.

In the present case, appellee has an interest in protecting its good name as a stable religious organization with an orderly -8-

mode of government and succession of leaders.

Testimony at the

hearing revealed that appellee had maintained continuous corporate existence since 1928, and had followed specific procedures for election of officers since 1934. It operates more than 300 temples Mr. Robert Love

located in various cities in the United States.

El, the representative of the Corporation at the hearing, testified that he had been its chief executive officer for twenty-seven years. iii. Threatened Injury to Property Interest Appellant's actions and threatened actions jeopardized the continuation proclaimed of appellee's to be good name in several ways. of He the

himself

the

chief

executive

officer

Corporation, when the Regulations and established custom since 1934 required that all officers be elected at the Corporation's annual convention. He announced that the Regulations, although adopted

more than fifty years ago, were invalid because they deviated from the true intent of the original prophet, who died in 1929. Appellant sent his Announcement to Corporation leaders

throughout the country, and threatened to send it to all members, who, presumably, constitute the ongoing financial support for the Corporation. All of these actions had the potential for destroying

the Corporation's name as a stable religious organization with an orderly government and succession process. Such reputation was

significant to the Corporation's ability to retain its members, and -9-

raise money from its membership for its continued operations.

iv. Application of Neutral Secular Principles We held in Seat Pleasant Baptist Church Bd. of Trustees v. Long, 114 Md. App. 660, 676 (1997), that a court may, under the neutral-principles doctrine, interpret the bylaws and constitution of a church in determining whether an election of a board of trustees occurred. case. A similar judicial process is required in this

The order issued by the circuit court did not purport to It simply restrained

resolve any dispute over religious doctrine.

appellant from holding himself out as an officer, trustee, or agent of the Corporation. Corporate and contract law principles can be

applied to determine whether appellant had been selected as a director or trustee of the Corporation. Although appellant disputes the validity, on ecclesiastical grounds, of the 1934 Regulations, he does not dispute that these Regulations were, in fact, adopted by the members of the

Corporation in 1934.

Nor does he dispute that these Regulations

were the method utilized by the members since 1934 as the means for electing the successor to the prophet and other officers.

Specifically, appellant testified that the presidency of Love El "evolved out of a system that was created, adopted and imposed upon the Moorish Science Temple of America, Inc. in 1934." The basis of

appellant's attack on the Regulations is best expressed by quoting -10-

his

Memorandum

filed

in

support

of

his

Motion

to

Dissolve

Injunction: [Love El] has no `real authority.' The rules and regulations of 1934 do not supersede, add to, or alter the founder's structure or authority established in 1928. . . . The system adopted in 1934 to select R. Love El to that office was not prescribed by the founder . . . nor was it arrived at from the original structure established by the founder. . . . R. Love El's office was born out of misunderstanding. (It was makeshift, despite existing for over 60 years; a system to make do until the truth regarding the founder's structure was revealed . . .). That process has been maintained from 1934 until the present primarily by customs . . . . The validity of appellant's claim to the status of a corporate officer can be determined on secular use, in grounds actual based text on of the the all

historical

adoption, The

consistent

and

Regulations.

Regulations,

"Act

I,"

provide

that

"[o]ffices shall be declared vacant during each Annual convention," which was to be held between September 15 and 20 of each year. "Act 2" provides that officers must be "duly elected." The Grand

Body, which includes "the assemblage of the representatives of the various Temples throughout the United States", would elect the officers. Appellant makes no claim that he was elected as an officer, trustee, or agent of appellee. Rather, he claims that his power as

the chief executive officer is derived from an "express trust" created by the Corporation's founder, Drew Ali, who died in 1929,

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years before appellant was born. The trial court asked appellant repeatedly for documentary evidence of this "express trust" or any tangible evidence that such trust had been created, but appellant was not able to produce any supporting documents. Nor did he explain how the "express trust" Nor did he present any

was communicated to him by Drew Ali.

witness other than himself to testify in support of the existence of an "express trust" giving him all secular power over the Corporation and its assets. When the court questioned him as to

his standing and the basis of his position that he is a trustee, appellant answered "[b]ecause the trust that was created by the prophet in 1928 was reposed in me and I received the trust, deeds, and rudiments of title in 1978."3 The court asked appellant if he had the documentation to proffer to the court and he responded affirmatively. The following colloquy then occurred: THE COURT: And they were presented to you when? [APPELLANT]: In 1978. THE COURT: By whom? [APPELLANT]: By Moor. THE COURT: By who? [APPELLANT]: A Moor . . . gave me the actual deed of conveyance that culminated my appointment as the trustee. THE COURT: You were appointed trustee in 1978? [APPELLANT]: No. I received the documents . . . in 1978. THE COURT: When were you appointed trustee? [APPELLANT]: When the trust was--when I obtained the knowledge of the trust . . . . THE COURT: When were you appointed and who appointed you? . . . (continued...) -123

Because appellee is an Illinois corporation, issues involving its internal corporate affairs are governed by Illinois law. See

W. Fletcher, Cyclopedia of the Law of Private Corporations

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