Meshel v. Ohev Sholom Talmud Torah

• Decision Date: 10 March 2005
• Docket Number: No. 03-CV-952.,03-CV-952.
• Citation: 869 A.2d 343
• Parties: David MESHEL, et al., Appellants, v. OHEV SHOLOM TALMUD TORAH, et al., Appellee.
• Court: D.C. Court of Appeals

869 A.2d 343

David MESHEL, et al., Appellants, v. OHEV SHOLOM TALMUD TORAH, et al., Appellee.

No. 03-CV-952.

District of Columbia Court of Appeals.

Argued December 15, 2004.

Decided March 10, 2005.

Jesse A. Witten, Washington, with whom David Felsen was on the brief, for appellants.

David Epstein for appellees.

Nathan J. Diament filed an amicus curiae brief for The Institute for Public Affairs of the Union of Orthodox Jewish Congregations of America, in support of appellants.

Barton D. Moorstein, Abba Cohen, David Zwiebel, and Mordechai Biser filed an amicus curiae brief for Agudath Israel of America, in support of appellants.

Before SCHWELB and WASHINGTON, Associate Judges, and KRAVITZ, Associate Judge, Superior Court of the District of Columbia.¹

KRAVITZ, Associate Judge:

A provision in the corporate bylaws of an Orthodox Jewish congregation organized under District of Columbia law provides that any claim of a member against the congregation that cannot be amicably resolved shall be referred to a "Beth Din" of Orthodox Jewish rabbis for a binding decision according to Jewish law. Three members of the congregation invoked this provision and sought a Beth Din to resolve an internal dispute concerning the governing structure of the congregation and the ownership of its property. When the congregation refused to participate in a Beth Din, the three members brought an action in the trial court pursuant to the District of Columbia Uniform Arbitration Act seeking an order compelling the congregation and a private organization alleged to be its alter ego to submit to binding arbitration before a Beth Din as required by the bylaws.

The congregation and its alleged alter ego filed a motion to dismiss the action for lack of subject matter jurisdiction on the ground that the religion clauses of the First Amendment precluded the trial court from determining whether the Beth Din provision in the bylaws is an agreement to arbitrate subject to judicial enforcement under the Arbitration Act. Finding that it could not resolve the members' action to compel arbitration without impermissibly entangling itself in ecclesiastical matters, the trial court granted the motion to dismiss.

We reverse. We conclude that well-established, neutral principles of contract law can be used to determine whether the Beth Din provision in the bylaws is an enforceable arbitration agreement and, if so, whether the parties' dispute falls within its scope. We therefore hold that the civil courts have jurisdiction consistent with the First Amendment to resolve the action to compel arbitration.

On the merits, we conclude that the Beth Din provision does constitute an enforceable agreement between the congregation and its members to arbitrate their underlying dispute before a Beth Din of Orthodox Jewish rabbis, and we accordingly direct the trial court to compel the congregation to comply with its agreement. As for the private organization alleged to be the congregation's alter ego, we remand to the trial court for findings based upon a further development of the factual record.

I.

Because a clear understanding of the facts underlying the parties' dispute is necessary to our analysis, we review the facts in detail.

Appellee Ohev Sholom Talmud Torah ("Ohev Sholom") is a religious society incorporated in 1958 pursuant to the District of Columbia Religious Societies Act, D.C.Code § 29-701 et seq. (2001). As set forth in its articles of incorporation, Ohev Sholom's principal purposes are to establish, maintain, and conduct a synagogue and a religious school for children in accordance with the tenets of the traditional Hebrew Orthodox faith and to carry on other religious, educational, and charitable activities consistent with those usually associated with a traditional Orthodox Jewish synagogue and school. Since 1960, Ohev Sholom has owned and operated an Orthodox Jewish synagogue located in the District of Columbia at 7712 Sixteenth Street, N.W.

Ohev Sholom is a stand-alone, "congregational" religious organization. Unlike many churches and other religious entities that operate within "hierarchical" religious organizations and are required, on issues of faith, governance, and worship, to comply with the decisions of higher ecclesiastical authorities within those organizations, Ohev Sholom is a self-governing entity that has no higher ecclesiastical body or authority to which it must answer.

The rights and duties of Ohev Sholom's members, officers, and board of directors are set forth in articles of incorporation that were filed at the time of Ohev Sholom's organization and in corporate bylaws that were initially adopted in 1959 and subsequently revised in 1966, 1987, and 1996. The bylaws span fifteen single-spaced pages in the record and are divided into sixteen articles entitled "Congregation," "Membership," "Dues," "Death Benefits," "Officers and Duties," "Board of Directors," "Election and Removal of Officers and Directors," "Meetings," "Gabaim," "Rabbi, Cantor, Shamos and Executive Director," "Committees," "Societies," "Amendments," "Life Time Seats," "Cemetary Rules and Regulations," and "Effective Date." The bylaws contain no separate article or section dedicated to general or miscellaneous provisions.

The bylaws leave to the membership of the congregation the power to hire and fire rabbis and other senior staff. Otherwise, however, the bylaws provide that Ohev Sholom's affairs are to be governed by a single board of directors consisting of seven elected officers, twenty-one directors elected by the congregation to staggered three-year terms, all past board presidents, other "life members" elected by the congregation, and two directors appointed by Ohev Sholom's sisterhood. The bylaws entrust custody of all of Ohev Sholom's property to the board of directors and empower the board to enter into contracts on behalf of the congregation. The congregation's seven officers — a president, three vice presidents, a treasurer, a recording secretary, and a financial secretary — are to be elected to one-year terms by the congregation's membership at its annual meeting each May and are to be installed on a date later in May set by the incumbent president. The president of the congregation is to act as the chairman of the board of directors. The bylaws themselves are subject to amendment only by a two-thirds vote of the congregation's membership.

The bylaws provide that regular meetings of the congregation are to be held at least three times per year, including the annual meeting in May, and that regular meetings of the board of directors are to be held each month on the first Monday of the month that is not a legal or religious holiday. Special meetings of the full congregation or the board of directors may be called by the president. Notice of any meeting of either the congregation or the board must be mailed at least one week in advance of the meeting to all persons eligible to attend, and the purpose of any special meeting must be stated in the notice. No business other than that stated in the notice may be considered at a special meeting of the congregation or the board.

Article II of the bylaws, entitled "Membership," contains thirteen sections. Under the various provisions set forth therein, any person over the age of eighteen who is of the Jewish faith and of good moral character is eligible for membership in Ohev Sholom. Once admitted, a member able to pay regular dues is required to do so, and all members who have paid their dues and are otherwise in good standing are entitled to vote at meetings of the membership of the congregation. Married couples are entitled to a single vote.

Section 12 of Article II, first adopted as part of the 1966 revisions to the bylaws and then maintained through the subsequent revisions in 1987 and 1996, provides a mandatory alternative dispute resolution mechanism for unresolved disputes between members of Ohev Sholom and the congregation:

Any claim of a member against the Congregation which cannot be resolved amicably shall be referred to a Beth Din of Orthodox Rabbis for a Din Torah. The decision of the Beth Din shall be binding on the member and the Congregation. Failure to comply with this provision shall be grounds for disciplinary action.

A Beth Din, interpreted literally as a "house of judgment" or "house of the law," is a panel of rabbis that sits without a jury and decides private disputes through the application of Jewish law, known as Halacha. Jewish law encompasses a broad range of subjects, from matters of religious doctrine and ritual to issues more commonly addressed in the civil courts, such as divorce and other family disputes, disagreements over corporate governance, and conflicts related to contracts and other commercial transactions. It does so because under Jewish law disputes between Jews are, to the extent possible, to be decided by other Jews through the mechanism of a Beth Din. A Din Torah is the judgment of a Beth Din.

Our two amici curiae inform us that some Beth Din panels are ad hoc and hear a relatively small number of cases, while others, such as the Beth Din of America, a national organization headquartered in New York, are permanent entities that operate pursuant to detailed procedural rules and hear hundreds of cases each year.² Here in the District of Columbia, the Rabbinical Council of Greater Washington is a Beth Din of Orthodox rabbis that is available to arbitrate private disputes in accordance with Jewish law. The record establishes that on two separate occasions, in 1998 and 2001, Ohev Sholom, acting through its board of directors, sought the convening of Beth Dins through the Rabbinical Council of Greater Washington to resolve commercial disputes with vendors.

As indicated previously, Ohev Sholom has owned and operated an Orthodox Jewish synagogue in the District of Columbia since 1960. For more than thirty years, the synagogue located at 7712 Sixteenth...