Kamchi v. Weissman

• Decision Date: 31 December 2014
• Citation: 125 A.D.3d 142,1 N.Y.S.3d 169
• Court: New York Supreme Court — Appellate Division
• Parties: David KAMCHI, et al., appellants, v. Charna WEISSMAN, etc., et al., respondents.

125 A.D.3d 142

1 N.Y.S.3d 169

David KAMCHI, et al., appellants,

v.Charna WEISSMAN, etc., et al., respondents.

Supreme Court, Appellate Division, Second Department, New York.

Dec. 31, 2014.

Kaiser Saurborn & Mair, P.C., New York, N.Y. (Henry L. Saurborn, Jr., of counsel), for appellants.

Savad Churgin, Nanuet, N.Y. (Susan Cooper and Joseph Churgin of counsel), for respondents.

Zane and Rudofsky, New York, N.Y. (Edward S. Rudofsky of counsel), for amicus curiae United Synagogue of Conservative Judaism.

PETER B. SKELOS, J.P., THOMAS A. DICKERSON, JOHN M. LEVENTHAL, and L. PRISCILLA HALL, JJ.

DICKERSON, J.

Introduction

The plaintiffs are members of the Congregation Shaarey Israel (hereinafter the Congregation), and the Congregation's former rabbi, Michael Dick (hereinafter the Rabbi). The defendants include members of the Congregation's Board of Trustees (hereinafter the Board). The Rabbi had been employed as rabbi of the Congregation by an agreement which was to expire on July 31, 2011. As that date approached, the Board voted to deny the Rabbi renewal or extension of his employment agreement. According to the plaintiffs, on several occasions, members of the Congregation called for a congregation-wide vote on the matter. However, the Board refused to allow such a vote. The plaintiffs commenced this action alleging that the Board had usurped the Congregation's authority to choose its own spiritual leader, in violation of both Religious Corporations Law § 200 and the Congregation's bylaws, by not only declining to extend or renew the Rabbi's contract, but by also blocking the Congregation members' efforts to be heard and participate in this decision. The defendants moved to dismiss the complaint, inter alia, for failure to state a cause of action. The Supreme Court granted that branch of the motion which was to dismiss the complaint for failure to state a cause of action, concluding that neither Religious Corporations Law § 200 nor the Congregation's bylaws prohibited the Board from making the determination not to renew or extend the Rabbi's contract. For the reasons that follow, we conclude that Religious Corporations Law and the Congregation's bylaws do not grant the Board the power to make the determination to remove a rabbi. We further conclude that the plaintiffs have viable causes of action premised on the defendants' alleged violation of Religious Corporations Law and the Congregation's bylaws based on their allegations that the Board made its determination not to renew or extend the Rabbi's employment contract in the face of opposition from members of the Congregation who were denied an opportunity to vote on the matter. Accordingly, the Supreme Court erred in granting that branch of the defendants' motion which was pursuant to CPLR 3211(a)(7) to dismiss the complaint for failure to state a cause of action.

Factual and Procedural Background

The plaintiffs David and Lynn Kamchi and Carol Boxer are members of the Congregation. The Rabbi is an ordained rabbi, and was formerly the rabbi of the Congregation. The defendants are members of the Board, including the defendant Charna Weissman, who, at all relevant times, was the President of the Congregation.

As set forth in the complaint, by written agreement dated March 24, 2009, the Congregation agreed to employ the Rabbi for a three-year term, from August 1, 2008, through July 31, 2011. On October 28, 2010, at a meeting of the Board, Weissman, without issuing prior notice that such a decision was under consideration, proposed that the Rabbi be denied renewal or extension as spiritual leader of the Congregation. A vote was taken and the Board approved Weissman's proposal.

On November 18, 2010, the Board held another meeting. At that meeting, members of the Congregation objected to the Board's vote, claiming that it violated the Congregation's bylaws as well as New York statutory law. These members called for a vote by the entire Congregation as to whether to extend or renew the Rabbi's agreement to act as spiritual leader of the Congregation. The Board refused to allow such a vote to go forward.

In December 2010, 12 Board members submitted a petition demanding that Weissman call a special meeting of the Congregation to discuss the continued employment of the Rabbi by the Congregation following the expiration of his original agreement and, thereafter, for a vote on the matter. On December 21, 2010, Weissman announced that the Board had scheduled a special meeting of the Congregation for January 11, 2011. The plaintiffs allege that Weissman indicated that a vote concerning the Rabbi's future with the Congregation would be held at the meeting. However, when that meeting was eventually held on March 8, 2011, after being rescheduled, an agenda was distributed which indicated that no vote would be taken, but rather only a discussion would be held. According to the plaintiffs, upon realizing that the written agenda did not provide for a vote, many Congregation members simply left the meeting. Nonetheless, at the meeting, a motion was made, and seconded, to approve a new three-year term for the Rabbi. However, the defendant Joel Scheinert, whom Weissman appointed to oversee the meeting, refused to allow a vote on the motion.

The plaintiffs further claim that during the meeting, the defendant Bill Bradin defamed the Rabbi in front of those Congregation members in attendance. Specifically, Bradin allegedly stated,

"that [the Rabbi] did not show up for morning services; that he failed to perform outreach for young families; that he used a different prayer book than the Congregation; that he failed to lead Friday services when special evenings were planned for the same day; that he allowed non-[k]osher foods into the Congregation's kitchen and did not properly control the kosher validation of the kitchen; and, that he did not lead the Jewish High Holiday services."

The plaintiffs allege that Bradin's statements "cast [the Rabbi] in a negative light and reflected adversely on his competence as a rabbi, and harmed his standing and reputation with the congregants and others in the community." The plaintiffs further allege that Bradin's statements were made with the intent to "undermine [the Rabbi's] authority as the spiritual leader of the congregation, and also to aid and further the defendants' goal to interfere with and prevent the efforts by [the Rabbi] and some members of the congregation to secure his continued employment."

On March 24, 2011, Weissman was presented with another petition, signed by 29 Congregation members, demanding that the Congregation be permitted to vote on whether to retain the Rabbi beyond the expiration of his original agreement. However, Weissman and other Board officers refused to allow a vote. At a Board meeting on April 28, 2011, Weissman rejected the petition, and thereafter she and the Board's officers refused to schedule a special meeting for the Congregation to vote on whether to retain the Rabbi.

The plaintiffs commenced this action against Weissman, Bradin, and other members of the Board. In the first cause of action, the plaintiffs alleged that the defendants' actions violated Religious Corporations Law §§ 5 and 200. In the second cause of action, the plaintiffs alleged that the defendants' actions were arbitrary and capricious and violated the Congregation's bylaws. In the third cause of action, the plaintiffs alleged that the individual officers "abused their positions of trust and otherwise acted wrongfully, in bad faith and with malice" by manipulating the Board's vote on the retention of the Rabbi and by refusing to allow the Congregation to vote on the issue. The plaintiffs sought damages in the first three causes of action. In the fourth cause of action, the plaintiffs alleged that the defendants' actions, "motivated by malice and ill intent toward" the Rabbi, "intentionally and tortiously interfered with and damaged [the Rabbi's] relationship with the congregation, both economically and spiritually." In the fifth cause of action, the plaintiffs alleged that "Bradin slandered and defamed" the Rabbi. The fourth and fifth causes of action sought damages on behalf of the Rabbi only. In the sixth cause of action, the plaintiffs sought a judgment "declaring that the defendants have violated their rights, ordering the defendants to undertake remedial measures, and enjoining defendants from engaging [in] similar future unlawful conduct." In the seventh cause of action, the plaintiffs alleged that the Rabbi sustained damages because the defendants' "actions in conspiring to deny him the opportunity of a renewal or extension of his employment as [the Congregation's] rabbi violated his rights under law."

The defendants moved pursuant to CPLR 3211(a)(7) and (11) to dismiss the complaint on the grounds that it failed to state a cause of action, and that they were entitled to a qualified immunity under Not–For–Profit Corporation Law (hereinafter N–PCL) 720–a. In support of their motion, the defendants contended that the first, second, third, fourth, sixth, and seventh causes of action failed to state cognizable claims because their actions in voting to deny the Rabbi a renewal or extension of his contract were not barred by either Religious Corporations Law § 200 or the Congregation's bylaws. The defendants also contended that the fifth cause of action, alleging defamation, failed to state a cause of action because Bradin's statements were nonactionable expressions of opinion, or were privileged, and such privilege could only be overcome by a showing of actual malice, which was absent here. The defendants additionally maintained that they were entitled to a qualified privilege under N–PCL 720–a because they were officers and trustees of a tax-exempt religious organization, and the complaint did not allege conduct constituting the gross negligence which would be necessary to defeat the privilege.

To substantiate their claim that they were entitled to a...