Weaver v. Wood

• Decision Date: 19 June 1997
• Citation: 425 Mass. 270,680 N.E.2d 918
• Parties: Elizabeth A. WEAVER & another 1 v. Harvey W. WOOD & others. 2
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 918

680 N.E.2d 918

425 Mass. 270

Elizabeth A. WEAVER & another ¹ v. Harvey W. WOOD & others. ²

Supreme Judicial Court of Massachusetts,

Suffolk.

Argued Jan. 7, 1997.

Decided June 19, 1997.

Stephen M. Shapiro, Chicago, Illinois (Damian R. LaPlaca, Boston, with him), for defendants.

Cerise H. Lim-Epstein, Boston (Mary M. Diggins, with her), for plaintiffs.

Douglas Laycock, Austin, Texas, William L. Patton, and Laurie R. Wallach, Boston, for Americans United for Separation of Church and State & others, amici curiae, submitted a brief.

Before WILKINS, C.J., and ABRAMS, LYNCH, O'CONNOR, GREANEY, FRIED and MARSHALL, JJ.

MARSHALL, Justice.

Two members of the First Church of Christ, Scientist, in Boston (Church) ³ seek to challenge decisions of the directors of the Church and its publishing arm, The Christian Science Publishing Society (Publishing Society), to expand the Publishing Society's activities in the electronic media. The plaintiffs claim that the defendants failed to abide by the Church's relevant governing documents when they authorized major investments in television ventures in the late 1980's and the early 1990's in violation, it is alleged, of the defendants' fiduciary duties. The defendants moved for summary judgment on several grounds, including that these two individuals do not have standing to bring this action. A judge in the Superior Court denied their motion, concluding, as to standing, that the plaintiffs "are members of the Mother Church in a special and unique manner separate and distinct from any member of the public." ⁴ The defendants appealed, and we granted their application for direct appellate review. We conclude under well-settled principles of law long enforced by this court that the plaintiffs do not have standing to obtain judicial redress in this matter. We vacate the ruling of the judge below, and order that this action be dismissed.

1. Central to the plaintiffs' claim is their allegation that the defendants have failed to abide by two deeds of trust executed by Mary Baker G. Eddy, the founder of Christian Science, and the Church by-laws that are contained in a "Manual of The Mother Church" (Manual), also prepared and executed by Eddy. We summarize the relevant governing documents.

The Church was first organized in 1879 by Eddy and several of her followers under a corporate charter of the Commonwealth, later disbanded. In 1892, Eddy executed a deed of trust (1892 deed) conveying certain land in Boston to four grantees, subject to certain conditions. The deed provided that the grantees would serve as the "Christian Science Board of Directors" (board), a self-perpetuating body, ⁵ and further provided that the board would cause a church to be built on the land in which to teach the doctrine and practice of Christian Science. The 1892 deed charged the board with numerous other obligations relating to the fulfillment of Eddy's mission for Christian Science. It specified that the congregation worshiping in the church to be built "shall be styled 'The First Church of Christ, Scientist,' " but makes no reference to individual members of the Church. They are not identified as beneficiaries in any respect.

In 1895, Eddy published the first edition of her Manual, including what Eddy identified as the Church by-laws. ⁶ The by-laws described the officers of the Church, including a "Christian Science Board of Directors," and granted the power to transact all Church business exclusively to the board. ⁷ Prior to her death in 1910, Eddy amended the Manual and the by-laws several times. As described by the defendants, after Eddy's death the Manual became the "permanent, unchanged rules of governance" of the Church, with all authority to direct the affairs of the Church resting in the board. See Eustace v. Dickey, 240 Mass. 55, 71, 132 N.E. 852 (1921) ("the entire management ... passed into the hands of the directors, a self-perpetuating body, all this at the suggestion and with the approval of Mrs. Eddy"). The Manual grants no voting rights to the members of the Church. See id. at 70, 132 N.E. 852 ("Members of the church had no voting power").

Article XXIV, § 4 of the by-laws provides for a three- committee on finance, appointed annually by the board. As described in the Manual, the committee on finance is required to hold quarterly meetings, and its three members are required to "keep themselves thoroughly informed as to the real estate owned by this Church and the amount of funds received by the Treasurer of The Mother Church." The committee on finance is also charged with the responsibility of an annual audit of the Church's finances "by an honest, competent accountant." In the event that the committee on finance determines that there has been any possible "deviation from duty," the Manual charges that it shall "visit the Board of Directors, and, in a Christian spirit and manner, demand that each member thereof comply with the By-laws of the Church." If any director fails to heed this admonition, "he may be dismissed from office and the vacancy supplied by the Board." Thus, the ultimate fiscal responsibility for the Church rests with the board.

In 1898, Eddy executed an additional deed of trust (1898 deed) that established the Publishing Society "for the purpose of more effectually promoting and extending the religion of Christian Science." The 1898 deed directs the trustees of the Publishing Society to "account of all the business done by them" and, every six months, to pay over to the Church treasurer "all surplus funds over and above the sum necessary to defray" the Publishing Society's running business expenses. The Publishing Society trustees are charged with the management of all of its operations, subject to the comprehensive and final authority of the board. The 1898 deed does not grant to any members of the Church any beneficial rights. "It is manifest from the structure of the [1898] trust deed as well as from its express words that the single and only design of the founder was to promote and extend the religion of Christian Science as taught by Mrs. Eddy. Every part of the trust deed re-inforces and makes even more plain the avowed purpose of Mrs. Eddy that her sole and completely dominating aim in establishing the trust was to promote and extend the religion of Christian Science as taught by her." Eustace v. Dickey, supra at 73, 132 N.E. 852.

Since its inception the Publishing Society has produced many publications including a daily newspaper, The Christian Science Monitor (since 1908), and various radio programs (since the 1930's). Beginning in the mid-1980's the Publishing Society began pursuing the medium of television as a means of accomplishing its mission. In its fiscal year 1986, the Publishing Society initiated a monthly television program in conjunction with the Independent News Network, which became a weekly program in July 1986. The Church also purchased a Boston-area television station, ultimately investing more than $60 million in that venture. From September, 1988, through January, 1992, a daily television program produced by the Church entitled "World Monitor" aired on the cable television's Discovery Channel. In 1991 the Church proceeded with a plan to develop a twenty-four hour television network called "The Monitor Channel." It was launched in May, 1991, and soon began incurring significant losses. From May, 1991, through the end of fiscal year 1992, the Monitor Channel had deficits in excess of $30 million. The Monitor Channel ceased broadcast operations in April, 1992.

The defendants claim that these various television ventures were undertaken to "promote" and "extend" Christian Science, to advance the Church's religious interests and to fulfil its mission as described by Eddy in her 1898 deed. The failure of the television ventures and the accumulation of significant debts in connection with those ventures form the crux of the plaintiffs' allegations against the defendants.

2. We turn to consider whether the plaintiffs have standing to maintain this action. The plaintiffs describe themselves as "life-long members in good standing" of the Church; they do not claim to be members of the Publishing Society. They have never held office in the Church, nor are they directors of the Church or trustees of the Publishing Society. Is their status as members sufficient--without more--to confer standing on them?

We begin by stating what may seem entirely obvious: the Church is a public charity, established by Eddy under a series of charitable trusts. ⁸ The 1892 instrument executed by Eddy conveyed land in trust for the purpose of building a "suitable and convenient church edifice," in which to "maintain public worship in accordance with the doctrines of Christian Science in said church." Her second deed, executed in 1898, granted property in trust to the Publishing Society for "promoting and extending the religion of Christian Science." In addition to these two trusts, in the residuary clause of her will Eddy made a further gift to the Church in trust for the "purpose of more effectually promoting and extending the religion of Christian Science." In Chase v. Dickey, 212 Mass. 555, 566, 99 N.E. 410 (1912), we concluded that her residuary clause created a charitable trust and that the "[r]elief of spiritual destitution and religious or moral ignorance, intolerance or perversity, is a good public charity." See Krauthoff v. Attorney Gen., 240 Mass. 88, 89, 132 N.E. 865 (1921).

In the case of a private trust, only a named beneficiary, or one suing on his or her behalf, can maintain an action to enforce a trust. Collector of Taxes of Lowell v. Slafsky, 332 Mass. 700, 127 N.E.2d 309 (1955); 3 A.W. Scott & W.F. Fratcher, Trusts §§ 200, 209 (4th ed.1988). When a trust is charitable, and is created not to benefit one or more individuals but is devoted to purposes that are beneficial to a broader community, the Legislature has determined that the...