Pentecostal Holiness Church, Inc. v. Mauney

• Decision Date: 19 December 1972
• Docket Number: 70--946,Nos. 70--939,70--1084,s. 70--939
• Citation: 270 So.2d 762
• Court: Florida District Court of Appeals
• Parties: PENTECOSTAL HOLINESS CHURCH, INC., a South Carolina corporation, Appellant, v. Floyd M. MAUNEY et al., Appellees. The FLORIDA CONFERENCE OF the PENTECOSTAL HOLINESS CHURCH, INC., a non-profit Florida corporation, Appellant, v. Floyd M. MAUNEY et al., Appellees. Floyd M. MAUNEY and Connie L. Mauney, his wife, Appellants, v. The FLORIDA CONFERENCE OF the PENTECOSTAL HOLINESS CHURCH, INC., and Pentecostal Holiness Church, Inc., a South Carolina corporation, Appellees.

Page 762

270 So.2d 762

PENTECOSTAL HOLINESS CHURCH, INC., a South Carolina corporation, Appellant, v. Floyd M. MAUNEY et al., Appellees.

The FLORIDA CONFERENCE OF the PENTECOSTAL HOLINESS CHURCH, INC., a non-profit Florida corporation, Appellant, v. Floyd M. MAUNEY et al., Appellees.

Floyd M. MAUNEY and Connie L. Mauney, his wife, Appellants, v. The FLORIDA CONFERENCE OF the PENTECOSTAL HOLINESS CHURCH, INC., and Pentecostal Holiness Church, Inc., a South Carolina corporation, Appellees.

Nos. 70--939, 70--946, 70--1084.

District Court of Appeal of Florida, Fourth District.

Dec. 19, 1972.

Rehearing Denied Jan. 15, 1973.

William S. Turnbull, Orlando, for appellant The Florida Conference as to No. 70--946 and appellee as to Nos. 70--939 and 70--1084.

William E. Blyler of Patterson, Maloney & Frazier, Fort Lauderdale, for appellants Mauneys as to No. 70--1084 and appellees as to Nos. 70--939 and 70--946.

Sylvan B. Burdick of Burdick & Daves, West Palm Beach, for appellant Pentecostal Holiness Church as to No. 70--939 and appellee as to Nos. 70--946 and 70--1084.

WALDEN, Judge.

This consolidated appeal from three judgments results from the breach of a life support contract. The parties were Floyd M. Mauney and Connie Lee Mauney, his wife, the Board of Trustees of the Florida Conference of the Pentecostal Holiness Church and the Florida Conference of the Pentecostal Holiness Church, Inc., a non-profit corporation, which church group will be referred to as Florida. The Mauneys owned two nursing homes which had become increasingly difficult for them to operate due to their advancing age and failing health. They, having been members of the Florida church for some thirty-three years, suggested the conveyancing of these properties and others, worth approximately $200,000, to the church in return for an employment contract followed by a lifetime support contract for $1,000 per month. The Florida church was aware that the Mauneys had had license troubles and that the nursing homes needed some upgrading work done on them.

The agreement between the Trustees of the Pentecostal Holiness Church and the Mauneys stipulated that plaintiffs would convey their property (two nursing homes, a private residence, fourteen lots and portions of six other lots in Broward County, plus a lot and house in North Carolina) to the trustees of Pentecostal Holiness Church 'for the use and benefit of the ministry and membership of the Pentecostal Holiness Church.' All property was to revert back to plaintiffs in the event of breach or bankruptcy of the trustees. The plaintiffs conveyed their property to the church in 1961 pursuant to this contract which was drawn by the Mauneys' attorney, George Richardson, Esquire.

The trustees made payments to the Mauneys as promised until 1966. Between February and August 1966 plaintiffs received less than the stipulated $1,000 per month payments. The payments then stopped because the Florida Church was nearly bankrupt. The nursing home properties and certain lots did not revert back to the plaintiffs at that time, as it should have done under the contract terms, because they had been converted and were not reachable. The Mauneys recovered the Fort Lauderdale and North Carolina homes by foreclosure.

In 1967 plaintiffs filed suit for damages and imposition of a constructive trust against the Florida Conference of the Pentecostal Holiness Church, only; Florida counterclaimed and asserted affirmative defenses, which can be summarized as estoppel, laches, indefiniteness of contract terms, unconscionability of the contract, lack of consideration and fraud concerning the suitability and condition of the nursing homes. Plaintiffs were given leave to amend their complaint and added the national conference, Pentecostal Holiness Church, Inc., a South Carolina corporation, hereafter called South Carolina, as a party. The theory of the charge against South Carolina was that South Carolina was the principal and Florida the agent in the acquisition of the Mauneys' property. The trial court struck Florida's affirmative defenses and counterclaim, and granted summary judgment against South Carolina and Florida and in favor of the Mauneys.

The final summary judgment was amended three times. Plaintiffs were awarded a judgment for past due payments, plus interest, against South Carolina and Florida. An amended judgment struck the interest award. The Mauneys moved for rehearing and to vacate that judgment. The motion was denied. The Mauneys appeal the order denying vacation of the first amended judgment. A second amended final judgment was filed, reinstating the interest award solely as to Florida and striking the interest award from South Carolina. It was vacated due to clerical error and an identical third judgment entered.

South Carolina and Florida appeal from the judgments entered against them. We reverse the summary judgment entered against South Carolina and remand with directions to enter summary judgment in favor of South Carolina and against the Mauneys. We reverse the summary judgment entered in favor of the Mauneys against Florida and remand for further proceedings consistent with the views herein expressed. The Mauneys' appeal is moot since the amended final judgment was vacated.

While the pleading complications are manifest, we think it would be confusing and not enlightening to make a detailed analysis of them and content ourselves with a mention of only those as may be required for dispositive treatment.

As stated, the summary judgment against South Carolina should be reversed and the cause dismissed as to them. South Carolina was never a party to the arrangement, never received or held title to plaintiffs' property, never exercised any control over the Florida property and never paid the plaintiffs or was looked to for payment by the plaintiffs.

Repetitively, South Carolina was brought into the suit on the theory that it was the principal and Florida the agent in the acquisition of the Mauneys' property. It is necessary to review the Pentecostal Holiness Church structure to determine the relationship of the local and national church conferences in order to ascertain whether an agency relationship existed. If the church were organized as an episcopacy, a form of church government where the powers of government are vested in the Bishops who overlook and oversee the church concerns, an agency relationship would exist between South Carolina and Florida. In the congregational church organization each local body is a self-governing autonomous democracy, no agency relationship exists between the various church levels. The evidence regarding the church structure reveals without issue that the Pentecostal church is a combination of the episcopal and congregational forms; the local church has certain areas of authority that are granted to it by the biennial conference. The local Florida church is independent from the national conference, South Carolina, insofar as congregational financial affairs are concerned and decides such matters for itself; consequently no agency relationship existed between South Carolina and Florida regarding financial affairs. Local churches have the right to purchase, control and dispose of property. The Florida Conference exercised specific and general control over its finances, and had complete ownership and control over plaintiffs' property.

The attorney who drew up the contract for the Mauneys stated that he did not know anything about the South Carolina Conference when he drew up the contract and only intended to obligate the Florida corporation. He testified,

'Q All right, sir. Now, at that time or at any time around that time of August 21st, 1961, had your clients, the Mauneys, or any of the other parties representing the Florida Conference of the Pentecostal Holiness Church made any reference to you concerning a South Carolina corporation?

'A No, not that I can remember.

'Q By word or deed or instrument or otherwise were you in connection with those dealings at all concerned with a South Carolina corporation known as the Pentecostal Holiness Church, a South Carolina corporation?

'A No, I was concerned with involving the Florida Conference and the corporation they had.

'Q All right, sir. As an attorney then, would it be fair to state that it was your complete understanding that there was no South Carolina corporation as a party in this transaction?

'A I didn't have any knowledge of a South Carolina corporation, and so I was mainly interested in, as I stated before, obligating the Florida Conference and their corporation.

'Q All right. And I take it then you were never asked by your clients, Mr. and Mrs. Mauney, to provide any--to give them any protection by any provision or otherwise against a South Carolina corporation in this transaction?

'A I was never given such a name to put in the instrument.

'Q Now, prior to any of these letters referring to their having talked to a bishop in North Carolina, had the Mauneys ever indicated to you that their conduct in granting title to their properties down here to the Florida Conference was in any way premised upon any consideration or any dependency upon their part upon a South Carolina corporation?

'A Well, I'll have to go back to my original statement, and that was at the time the contract was written, We were attempting to or we were binding the Florida Conference and the corporation.' (Emphasis supplied.)

The Mauneys knew of South Carolina's existence, but understood that the contract bound Florida and that they were conveying their property to Florida. The depositions, testimony and evidence indicate South Carolina was not contemplated as a party to the agreement and the only intention of the parties was to obligate the Florida corporation. The contract phrase, 'for the use and benefit of the ministry and membership of the Pentecostal Holiness Church,' in the agreement was explained to mean Florida. This wording came...