Justia Non-Profit Corporations Opinion SummariesArticles Posted in Civil Procedure
Alabama Department of Revenue v. Greenetrack, Inc.
In 2003, the Alabama Legislature and the citizens of Greene County voted to allow nonprofit organizations in that county to operate bingo games for fundraising purposes. Greenetrack, Inc. ("Greenetrack"), which was not a nonprofit organization, almost immediately began offering live and electronic bingo games at its gambling facility. From 2004 to 2008, Greenetrack reaped vast profits under the guise that its whole casino-style bingo operation was constantly being leased and operated by a revolving slate of local nonprofit organizations, whose nominal role earned them a tiny fraction of the bingo proceeds. Eventually, the Alabama Department of Revenue ("the Department") audited Greenetrack, found that its bingo activities were illegal, and concluded that it owed over $76 million in unpaid taxes and interest. Following a decade of litigation, the Alabama Tax Tribunal voided the assessed taxes on the threshold ground that Greenetrack's bingo business (regardless of its legality) was tax-immune under a statute governing Greenetrack's status as a licensed operator of dog races. The Department appealed, and the Alabama Supreme Court reversed, rejecting the statutory analysis offered by the Tax Tribunal and circuit court. Judgment was rendered in favor of the Department. View "Alabama Department of Revenue v. Greenetrack, Inc." on Justia Law
Community Action Agency of Butte County v. Super. Ct.
The issue presented for the Court of Appeal's review in this case centered on whether petitioner, The Community Action Agency of Butte County (CAA), had to produce its business records pursuant to the California Public Records Act (CPRA), the Freedom of Information Act (FOIA), and/or a regulation promulgated by real party in interest, California’s Department of Community Services and Development (the Department). After considering the arguments presented (including those of amici curiae), the text and history of CPRA, and other applicable authorities, the Court concluded: (1) a nonprofit entity like CAA might be an “other local public agency” only in exceptional circumstances not present here; (2) under a four-factor test adopted based on persuasive out-of-state authority, there was not substantial evidence for the trial court’s ruling that CAA was an “other local public agency”; (3) FOIA did not apply to CAA; and (4) the Department’s regulation did not require CAA to provide public access to its records generally. Accordingly, the trial court’s order was vacated. View "Community Action Agency of Butte County v. Super. Ct." on Justia Law
Turner v. Victoria
Debra Turner, formerly a director and president of the Conrad Prebys Foundation (Foundation), appealed judgments of dismissal in favor of the Foundation and its directors, following orders sustaining demurrers to her probate and civil actions. In those actions, Turner alleged the other Foundation directors breached their fiduciary duties in preapproving a settlement range for Laurie Victoria, who served both as a Foundation director and as the trustee of the Conrad Prebys Trust (Trust), to negotiate a settlement of a trust challenge by a disinherited heir. Turner also challenged Victoria’s actions as trustee. Several months after commencing her action, Turner’s term as a Foundation director and officer expired when she was not reelected to her positions during the annual election process. The civil and probate courts determined that Turner lost standing to maintain her causes of action. The issue this case presented for the Court of Appeal's review centered on whether a director of a nonprofit public benefit corporation who brings an action on behalf of the nonprofit public benefit corporation could lose standing to pursue its claims if the director was not reelected during the litigation. The Court of Appeal concluded the statutory scheme and public policy considerations required a continuous relationship with the public benefit corporation that was special and definite to ensure the litigation was pursued in good faith for the benefit of the corporation. "If a plaintiff does not maintain such a relationship, the statutory scheme provides the nonprofit public benefit corporation with protection through the Attorney General, who may pursue any necessary action either directly or by granting an individual relator status." Because Turner lost standing to pursue her causes of action, the Court affirmed the judgments of dismissal as to Turner acting in her capacity as a former director and officer. The case was remanded, however, with directions for the civil and probate courts to grant 60 days leave to amend, limited to the issue of whether a proper plaintiff could be substituted to pursue the existing claims. The Attorney General could consider during that 60-day period whether granting relator status to Turner, or another individual, for these claims was appropriate. View "Turner v. Victoria" on Justia Law
Woods v. Seattle’s Union Gospel Mission
The issue in this case was whether the Washington legislature extended a privilege or immunity to religious and other nonprofit, secular employers and whether, in providing the privilege or immunity, the legislature affected a fundamental right without a reasonable basis for doing so. Lawmakers enacted Washington’s Law Against Discrimination (WLAD) to protect citizens from discrimination in employment, and exempted religious nonprofits from the definition of “employer.” In enacting WLAD, the legislature created a statutory right for employees to be free from discrimination in the workplace while allowing employers to retain their constitutional right, as constrained by state and federal case law, to choose workers who reflect the employers’ beliefs when hiring ministers. Matthew Woods brought an employment discrimination action against Seattle’s Union Gospel Mission (SUGM). At trial, SUGM successfully moved for summary judgment pursuant to RCW 49.60.040(11)’s religious employer exemption. Woods appealed to the Washington Supreme Court, contesting the constitutionality of the statute. SUGM argued RCW 49.60.040(11)’s exemption applied to its hiring decisions because its employees were expected to minister to their clients. Under Our Lady of Guadalupe School v. Morrissey-Berru, 140 S. Ct. 2049 (2020), plaintiff’s employment discrimination claim must yield in a few limited circumstances, including where the employee in question was a minister. Whether ministerial responsibilities and functions discussed in Our Lady of Guadalupe were present in Woods’ case was not decided below. The Supreme Court determined RCW 49.60.040(11) was constitutional but could be constitutionally invalid as applied to Woods. Accordingly, judgment was reversed and the case remanded to the trial court to determine whether SUGM met the ministerial exception. View "Woods v. Seattle's Union Gospel Mission" on Justia Law
Freedom Found. v. Teamsters Local 117
The Freedom Foundation was a nonprofit organization that describes itself as committed to “advanc[ing] individual liberty, free enterprise and limited, accountable government in the Evergreen State.” The Foundation brought citizen’s actions against Teamsters Local 117; Service Employees International Union Political Education and Action Fund (SEIU PEAF); and Governor Inslee, the Department of Social and Health Services, and Service Employees International Union 775 for various alleged violations of Washington’s Fair Campaign Practices Act (FCPA). In consolidated appeals, the issue common to all was whether the Freedom Foundation satisfied the FCPA’s prerequisites before filing their citizen’s actions. In each case, the superior courts ruled the Foundation failed to meet a 10-day deadline required by the FCPA and, accordingly, entered judgment for respondents. After review, the Washington Supreme Court agreed and affirmed. With respect to the Foundation's suit against the Teamsters Local 117, the Supreme Court determined that though the superior court erred by granting judgment on the pleadings to the union, the court’s entry of judgment would have been proper as summary judgment, and was thus affirmed. This result precluded the Foundation’s other challenges to the superior court’s rulings, which were therefore not addressed. As to the union's cross-appeal of its counterclaim against the Foundation under 42 U.S.C. 1983, the Foundation was not a state actor, was not wielding powers traditionally and exclusively reserved to the State, and therefore was not subject to suit under section 1983. View "Freedom Found. v. Teamsters Local 117" on Justia Law
In Re: Appeal of Coatesville Area Sch Dist
Two taxing districts undertook parallel challenges to a property’s partial tax exemption. Appellee Huston Properties, Inc. (“Taxpayer”), owned the subject property (the “Property”). In 2013, Taxpayer, claiming to be a charitable institution, sought tax-exempt status for the Property for the 2014 tax year. After a hearing, the Chester County Board of Assessment Appeals granted a partial exemption, reasoning that that portion of the Property was used for charitable purposes. The City of Coatesville appealed that decision to the Court of Common Pleas. Six days later, the Coatesville Area School District, another taxing authority encompassing the Property, lodged its own appeal, also challenging the Property’s partially-tax-exempt status. The School District also intervened in the City's case. Ultimately, the trial court affirmed the Board's grant of a partial exemption. Both the City and the School District appealed to the Commonwealth Court, and Taxpayer cross-appealed as to each, seeking fully-exempt status for the Property. In a memorandum decision, the Commonwealth Court vacated and remanded to the trial court for more specific findings to support the partial tax exemption. On remand, the trial court set forth particularized findings and conclusions, and re-affirmed its earlier decision assessing the Property. At this juncture, the City elected not to appeal to the Commonwealth Court. The School District appealed the ruling in its own case, but it did not appeal the identical, simultaneous ruling which contained the City’s docket number. Taxpayer moved to quash the School District’s appeal. The Commonwealth Court granted the motion and dismissed the appeal observing that the common pleas court’s ruling in the City’s case became final after no party appealed it. Because the School District had intervened in that matter, it was a party to those proceedings. With that premise, the court found that res judicata and collateral estoppel barred it from reaching the merits. The Pennsylvania Supreme Court found that issue preclusion under the rubric of collateral estoppel should not have been applied to defeat the School District’s ability to obtain merits review of its substantive arguments in the intermediate court. The Commonwealth Court's judgment was vacated and the matter remanded for a merits disposition of the consolidated cross-appeals. View "In Re: Appeal of Coatesville Area Sch Dist" on Justia Law
Neppel, et al. v. Development Homes, et al.
Pamela Neppel, individually and as the parent and legal guardian of Z.N., an incapacitated individual, appealed amended judgment entered after a jury trial. She also appealed denying leave to amend her complaint, an order for an amended judgment, and an order denying her motion for attorney fees and costs. Development Homes, Inc. (DHI) cross appealed an order denying its motion for judgment as a matter of law. Z.N., at the time of the incident giving rise to this case, was living at a residential care facility operated by DHI. Neppel was Z.N.’s mother. Neppel filed this lawsuit alleging Z.N. was raped by another resident, referred to as S.O., who lived on the same floor of the facility as Z.N.’s housemate. Neppel alleged DHI had knowledge S.O. was a sexual predator and Z.N. was susceptible to abuse, yet DHI withheld information from her about the risk of placing the two together. Neppel also alleged DHI did not immediately report the rape or provide prompt and adequate medical care for Z.N. Along with DHI, Neppel sued various DHI employees, as well as S.O.’s co-guardians. The case was tried to a jury on counts of negligence and intentional infliction of emotional distress. The jury returned a verdict awarding Neppel and Z.N. $550,000 in damages. The jury specifically awarded Z.N. $100,000 for damages caused by DHI’s negligence. The jury also awarded Z.N. and Neppel $400,000 and $50,000 in damages, respectively, for past and future severe emotional distress caused by DHI. The jury did not find any of the individually-named defendants liable. DHI filed a motion to amend the judgment asserting it was entitled to charitable immunity under N.D.C.C. ch. 32-03.3, which set liability limits for certain charitable organizations. The court granted the motion and entered an amended judgment that applied the $250,000 charitable organization liability limit. After review, the North Dakota Supreme Court affirmed the order denying Neppel leave to amend her complaint and the order denying her motion for attorney fees and costs. The Supreme Court reversed the order denying DHI’s motion for judgment as a matter of law, finding Neppel’s appeal from the order for amended judgment was moot. View "Neppel, et al. v. Development Homes, et al." on Justia Law
In re Trust of Mary Baker Eddy
The Second Church of Christ, Scientist, Melbourne (Australia) appealed a circuit court order denying it standing to request affirmative relief and enforce certain charitable trusts created by the will of Mary Baker Eddy. Mary Baker Eddy founded the Church of Christian Science and, upon her death in 1910, her will established two testamentary trusts, known as the Clause VI Trust and Clause VIII Trust. In previous litigation concerning these trusts, we upheld the validity of the trusts and established that the bequest in Clause VIII was to be held in trust for two purposes, church building repair and “promoting and extending the religion of Christian Science as taught by [Mrs. Eddy].” The underlying litigation commenced in 2015, when Second Church, an alleged qualified beneficiary of the Clause VIII Trust, sought to review, and potentially object to, the annual accounting filed by the trustees. In March 2018, the trial court issued an order finding that Second Church failed to satisfy its burden to demonstrate that it had standing. The trial court acknowledged the general rule that when a trust is determined to be charitable, it becomes the duty of the attorney general to ensure that the rights of the public in the trust are protected and that the trust is properly executed. The court further noted that New Hampshire law was unclear as to whether a possible beneficiary of a charitable trust, like Second Church here, had standing. Looking to other jurisdictions for guidance, the trial court determined that most jurisdictions have ruled that a possible beneficiary is generally not entitled to sue for enforcement of the trust. After considering how other courts have applied the doctrine of special interest standing, the trial court applied a five-factor test, often referred to as the Blasko test. The trial court found that none of the factors weighed in favor of granting Second Church standing. The New Hampshire Supreme Court found no reversible error in the trial court's judgment and affirmed Second Church lacked standing. View "In re Trust of Mary Baker Eddy" on Justia Law
Pgh History v. Ziegler
This case involved questions of how the attorney-client privilege should apply in the context of derivative litigation. The nonprofit corporations involved in this matter were the Pittsburgh History and Landmarks Foundation (“the Foundation”) and its subsidiary, the Landmarks Financial Corporation (“the Corporation”), which managed the Foundation’s endowment. Plaintiffs were five former members of the Boards of Trustees of the Foundation and the Corporation who alleged they were improperly and ineffectively removed from the Boards in an attempt to thwart their oversight of the Foundation’s president, whom they believed was engaging in actions that were improper and not in accord with the Foundation’s mission. The Foundation’s Board created a Governance Task Force to review various practices of the Foundation; the Task Force recommended that both Boards be reduced substantially in number. The Foundation Board approved this recommendation and removed all trustees then serving from both Boards; significantly smaller boards were elected and as a result of these consolidations, and Derivative Plaintiffs lost their seats on the Boards. In accord with standard procedures for bringing a derivative action adopted by the Pennsylvania Supreme Court in Cuker v. Mikalauskas, 692 A.2d 1042 (Pa. 1997). The Supreme Court rejected the Commonwealth Court’s adoption of a qualified attorney-client privilege as set forth in Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), which the Supreme Court viewed as inconsistent with prior Pennsylvania caselaw emphasizing predictability in the application of the attorney-client privilege. However, the Commonwealth Court’s decision not to apply the fiduciary or co-client exceptions to the attorney-client privilege under the facts of this case was affirmed. The matter was remanded for further al court and the Commonwealth Court and remanded the matter to the trial court for further proceedings. View "Pgh History v. Ziegler" on Justia Law
American Charities v. O’Bannon
Utah officials had interpreted its old law to require Plaintiff Rainbow Direct Marketing to register and obtain a permit in the State of Utah to be a professional fundraising consultant. Rainbow viewed these requirements as unconstitutional and unsuccessfully sued in district court. But during the appeal, Utah substantially revised its law, prompting officials to concede that the new restrictions did not apply to Rainbow. The Tenth Circuit concluded this change in the law rendered the appeal moot. View "American Charities v. O'Bannon" on Justia Law