United States District Court, D. Massachusetts
SAMRIA IGLESIA EVANGELICA, INC. and SAMRIA EVANGELICAL CHURCH, INC., Plaintiffs,
HECTOR LORENZO, JOSE DAVID OSORIO, NANCY MARIN, AIDA L. PEREZ, ELIEZER ANDUJAR, and IGLESIA DE DIOS CRISTO EL REY, INC., Defendants.
ORDER ON MOTION TO AMEND (DOC. NO. 18) AND MOTION TO
DISMISS (DOC. NO. 7)
Sorokin United States District Judge
Samaria Iglesia Evangelica, Inc. (“Samaria PR”),
on its own behalf and on behalf of Samaria Evangelical
Church, Inc. (“Samaria MA”), filed this action
seeking rescission of, and damages from, an allegedly
improper transfer of a church building. Doc. No. 1.
Defendants moved for dismissal of the Complaint for lack of
diversity jurisdiction pursuant to 28 U.S.C. §1332 and
for lack of standing pursuant to Fed.R.Civ.P. 12(b)(1). Doc.
No. 7. Plaintiff opposed. Doc. No. 8. In order to assess both the
jurisdiction and standing questions, the Court ordered the
parties to file organizational documents relevant to Samaria
PR's relationship to Samaria MA. Doc. No. 11. The parties
responded with various documents and a joint report. Doc.
Nos. 14, 16, and 17 (and attachments to each). Separately,
Samaria PR moved for leave to file a First Amended Complaint
9 (“FAC”), Doc. No. 18, and Defendants opposed,
Doc. No. 19.
reasons that follow, the Court ALLOWS Plaintiff's motion
to amend (Doc. No. 18) and ALLOWS in part and DENIES in part
Defendants' motion to dismiss (Doc. No. 7).
MA is a church corporation organized under the laws of
Massachusetts and registered with the Secretary of the
Commonwealth since June 21, 1971. Doc. No. 18-2 at 1-5.
Samaria MA was incorporated with the stated purpose of
“establishing and maintaining the public worship of
God, in accordance with the principles and doctrines of the
Bible and the Samaria Evangelical Church Rules with head
curator in Palmer, Puerto Rico[.]” Doc. No. 18-1
¶¶ 9-10. The initial Board of Directors of Samaria
MA comprised five agents of Samaria PR. Id.
¶¶ 14-15. Samaria PR claims to have been at all
relevant times Samaria MA's “only and controlling
member on all essential matters.” Id. ¶
19. From its formation, Samaria MA has received various forms
of financial support from Samaria PR. Id.
¶¶ 19, 29-34.
March 14, 1978, Samaria MA acquired a property located at 367
Dudley Street, Roxbury, Massachusetts. Id. ¶
20. The deed to the property was recorded in Samaria MA's
name and signed by one of Samaria MA's initial directors.
Id. ¶¶ 20-21.
September 3, 2008, Samaria PR appointed Defendant Jose David
Osorio to be Samaria MA's pastor. Id. ¶ 33.
In a signed document memorializing the appointment, Osorio
undertook to “[p]reserve the properties received and
[to] not make any transactions with them without prior
authorization.” Doc. No. 1-8 at ¶ 3 (English
translation of Spanish original at Doc. No. 1-7).
November 16, 2015, persons purporting to be regular attendees
at Samaria MA, including the individual Defendants, held a
meeting and elected the individual Defendants to be the new
directors of Samaria MA. Doc. No. 18-1 ¶¶ 41-42.
This meeting was held without prior notice to the initial
directors-still the directors of record-or to Samaria PR.
Id. The Secretary of the Commonwealth recorded a
notice of the change of directors on November 18, 2015.
Id. ¶ 43.
April 2016, Samaria MA, acting through its new directors,
sold the church property for $10 to Defendant Iglesia de Dios
Cristo el Rey, Inc. (“Dios Cristo el Rey”).
Defendant Osorio represented Dios Cristo el Rey in the sale.
Id. ¶ 46. Defendant Hector Lorenzo, acting on
behalf of Samaria MA, prepared a quitclaim deed in connection
with the sale. Doc. No. 18-2 at 23-25.
PR challenges both the election of new directors and the sale
of the church property. The FAC alleges, on behalf of Samaria
MA, usurpation of corporate leadership (Count 1) and
fraudulent transfer of property without authority or
consideration (Counts 2, 3, and 4). The FAC also alleges, on
behalf of Samaria PR, violation of the corporate purpose of
Samaria MA (Count 5), harm to Samaria PR's reputation
(Count 6), loss of revenue from Samaria MA (Count 7), and
breach of employment contract (Count 8). Doc. No. 18-1.
MOTION TO AMEND
seeks to amend the Complaint to add three of the individual
Defendants- Eliezer Andujar, Aida Perez, and Nancy Marin-to
existing Count 8, which alleges breach of employment
contract. Doc. No. 18 ¶ 3. Plaintiff relies on
documents that it says establish that Samaria PR had employed
these three Defendants to serve Samaria MA in certain roles:
resignation letters signed by Marin and Andujar, Doc. Nos.
16-10 to 16-13, a certificate of appointment as co-missionary
for Perez, Doc. Nos. 16-14 and 16-15, and “Appointments
of Samaritan Workers” forms indicating acceptance of
the position of “Evangelist” by Andujar, Doc. No.
20-1, “Admonisher” by Marin, Doc. No. 20-2, and
“Co-Pastor” by Perez, Doc. No.
20-3. Defendants opposed the motion to amend,
countering that these Defendants' appointments by Samaria
PR to roles within Samaria MA did not create employment
relationships between these Defendants and Samaria PR. Doc.
No. 19 at 3.
Civ. P. 15(a)(2) provides that leave to amend a complaint
prior to trial should be “freely give[n] when justice
so requires.” Defendants argue that the Court should
nonetheless deny the motion because the amendment would be
futile. Doc. No. 19. Here, however, the proposed amendment
states a plausible claim for relief against these three
Defendants, for reasons that the Court explains below. Thus,
Plaintiff's motion to amend (Doc. No. 18) is ALLOWED, and
the Court deems the FAC to be the operative complaint in this