55 Wn.2d 364, APOSTOLIC FAITH MISSION OF PORTLAND, OREGON, Respondent, v. CHRISTIAN EVANGELICAL CHURCH et al., Appellants

[No. 35016. Department One.      Supreme Court      January 7, 1960.]

APOSTOLIC FAITH MISSION OF PORTLAND, OREGON,
           Respondent, v. CHRISTIAN EVANGELICAL CHURCH et al.,
                              Appellants.1

[1] ASSOCIATIONS - CORPORATIONS - PRIVITY - WHAT CONSTITUTES. Where a branch of a church became disassociated from the original or founding church of its denomination, a nonprofit corporation, which held title to real and personal property that the branch had acquired, the fact that the branch, after disassociation, adopted articles of faith identical with those of the original or founding church did not create a privity of organization capable of clouding the title to the property.

[2] TRUSTS - RESULTING TRUST - EVIDENCE TO ESTABLISH - SUFFICIENCY. The doctrine of resulting trust could not be invoked by members of a branch of a religious denomination in a case where the branch bad acquired real and personal property in the name of the original or founding church of the denomination and, subsequently, had become disassociated from the parent or original church, where the members of the branch did not provide the entire purchase price for the property, and the property was not intended to be exclusively used by the particular members of the branch which withdrew from the church.

[3] CORPORATIONS - OFFICERS - AUTHORITY CONVEYANCE OF CORPORATE PROPERTY. The promise of an overseer of the original or founding church of a religious denomination. a nonprofit corporation, to deed to a branch of such church certain real property which had been acquired by the branch in the name of the original or founding church, was not enforcible by specific performance as an oral contract to convey real estate or by way of estoppel in an ejection action brought against the branch church, where no corporate resolution was passed to convey the property to the branch, nor was it shown that the overseer had authority, under the bylaws of the corporation, to transfer its property without the consent or ratification of the trustees of the corporation.

[4] SAME - STOCKHOLDERS - RIGHTS AND LIABILITIES - OWNERSHIP OF CORPORATE PROPERTY - NONPROFIT CORPORATION. Personal property acquired by a branch of an original or founding church of a religious denomination, a nonprofit corporation, did not belong to persons who, while members of the branch church, paid for the property and, subsequently, became disassociated from the church, where there was no manifestation on the part of such persons of an intent to merely loan individual property to the church; since members of a voluntary nonprofit association and stockholders of a

1 Reported in 347 P. (2d) 1059.

[2] See Am. Jur., Religious Societies, 66.

 Jan. 1960]     APOSTOLIC MISS. v. CHRISTIAN ETC. CH. 365

corporation have no individual exclusive ownership of any particular segregated part of the association or corporation property and, in the case of the branch church, the continuity of the branch was not affected by the withdrawal of the individuals or groups of individuals, and the ownership of its property, therefore, remained unchanged by such disassociation.

[5] SAME. Any rights which the disassociated members of the branch church had to the beneficial use of the assets of the branch church was predicated upon their membership in the church and they became strangers to it upon their disassociation.

Appeal from a judgment of the Superior Court for Clallam county, No. 13735, William J. Wilkins, J., entered September 15, 1958, upon finding in favor of the plaintiffs, in an ejectment action. Affirmed.

Conniff & Taylor, for appellants.

Johnston & Raley (William A. Martin, of counsel), for respondent.

MALLERY, J. -

This is an appeal by the defendants, Christian Evangelical Church and Robert J. Lieby, from a judgment in an ejectment action in favor of the plaintiff, Apostolic Faith Mission of Portland, Oregon.

The respondent is incorporated in Oregon. It is the original and founding church of the religious denomination with which we are here concerned. It has approximately forty unincorporated branches throughout the world. The church properties, used and paid for by the branches, are held in the name of the respondent.

Many church organizations take the form of a multiple voluntary nonprofit association. Such an association generally consists of (1) one organization with many branches, or (2) a number of autonomous units confederated together. The parties here to are organized as the first type, which is sometimes denominated as presbyterian. The form of the second type is sometimes known as congregational.

The Port Angeles branch of the respondent church had the appellant Lieby as its pastor for some twenty-one years, and, during that time, he and the congregation acquired and paid for the church, manse, and other personal property

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here in question. Title was taken in the name of the respondent in the usual way.

The respondent church has an overseer, who is the head of the respondent, and a board of trustees that have general powers of government over the branches, notwithstanding some degree of local autonomy in church matters of a local nature.

A doctrinal controversy arose between the overseer and the appellant Lieby. It culminated in a meeting of the members of the Port Angeles branch with the overseer and the board of trustees on November 11, 1957, at which time the overseer required the members to choose by ballot between adherence to the respondent church and the appellant Lieby.

Of the members present, twenty-eight voted to adhere to the respondent and fifty-eight followed the appellant Lieby, who thereupon announced that his group would incorporate as a separate church. He pressed the respondent's overseer for a promise to deed the Port Angeles church property to the new corporation when formed. The overseer reluctantly promised to do so in the presence of the trustees, who kept silent on the matter.

The Lieby faction did incorporate, but the request for transfer of the title of the church property to the appellants was refused. The Lieby faction, however, remained in possession of the property after incorporation and proceeded to change the locks on the doors, thereby excluding the loyal members of the respondent church from access to the building. The respondent then brought this action in ejecment to restore possession of the church to its loyal members still in good standing.

[1] Both parties hereto assert their disassociation from each other. The appellant Lieby contends he withdrew, the respondent that he was "disfellowshipped." We are not concerned with the controversy over who accomplished the disassociation. The accomplished fact of disassociation, however makes the appellants' adoption of articles of faith identical with those of the respondent a mere coincidence without any significance. It certainly does not create any

 Jan. 1960]     APOSTOLIC MISS. v. CHRISTIAN ETC. CH. 367

privity of organization capable of clouding the title to the respondent's property.

[2] The appellants rely for reversal upon the resulting trust doctrine. It cannot be invoked in this case, however, for the reason that the loyal adherents to the respondent participated fully in the financing operations, and, hence, it cannot be said that the appellants provided the entire purchase price of the property, or that it was intended for the exclusive use of the particular members who later become "disassociated." The fact is that the respondent holds the legal title to the property for the use of its members as usual. The membership is, of course, limited to those presently in good standing.

The appellants contend that the promise of the overseer to deed the property to the appellants is enforcible either by way of specific performance of an oral contract to convey real estate or by way of estoppel in the ejectment action.

[3] We find no merit in these contentions. It is undisputed that no corporate resolution was ever passed to convey the property to the appellants, nor was any attempt made to show that the overseer had authority, under the bylaws of the respondent corporation, to transfer its property without the consent or ratification of the trustees. Without establishing such extremely unusual if not nonexistent corporate powers in the overseer, we find no element of estoppel arising out of his ultra vires promise.

The appellants contend that the personal property of the Port Angeles branch of the respondent church belongs to the individual members of the appellant corporation who paid for it.

[4] We do not agree. The record does not show that any contributor, who is now a member of the appellant church, ever manifested any intention of merely loaning his individual property to the church. Members of a voluntary nonprofit association and stockholders of a corporation have no individual exclusive ownership of any particular segregated part of the association or corporation property. Such associations and corporations have entities of their own apart from the individual members and stockholders. The

 368    BURTON v. DUNN.     [55 Wn. (2d)

continuity of the entity of the Port Angeles branch of the respondent church is not affected by the withdrawals of individuals or groups of individuals, and ownership of its property, therefore, remains unchanged by the disassociation.

[5] Any right the presently disassociated members previously had to the beneficial use of the assets of the Port Angeles church was predicated upon their membership in the respondent church. They became strangers to it upon their disassociation.

The judgment is affirmed.

WEAVER, C. J. DONWORTH, OTT, and HUNTER, JJ., concur.