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Samaria Iglesia Evangelica, Inc. v. Lorenzo

United States District Court, D. Massachusetts

July 16, 2018

SAMRIA IGLESIA EVANGELICA, INC. and SAMRIA EVANGELICAL CHURCH, INC., Plaintiffs,
v.
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)

          Leo T. Sorokin United States District Judge

         Plaintiff 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.[1] 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).[2] Separately, Samaria PR moved for leave to file a First Amended Complaint 9 (“FAC”), Doc. No. 18, and Defendants opposed, Doc. No. 19.

         For the 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).

         I. BACKGROUND[3]

         Samaria 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.

         On 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.

         On 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).

         On 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.

         In 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.

         Samaria 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.

         II. MOTION TO AMEND

         Plaintiff 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.[4] 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.[5] 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.

         Fed. R. 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 matter.

         III. MOTI ...


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