Fountain of Youth Church, Inc. v. Fountain

Citations

• 225 Conn. App. 856

Syllabus

The plaintiff church appealed to this court from the judgment of the trial court granting the motion by the defendants, F and F Co., to dismiss its action alleging fraud, constructive trust, conversion, and statutory theft. In its operative complaint, the church alleged that it owned certain real property and that F had been named pastor of the church. More than one year after his appointment, F advised the church's board of directors at a board meeting that the church owed taxes and that the church should change its legal name and business structure in order to avoid that tax obligation. The church alleged that, unbeknownst to it and its board, F had incorporated F Co. prior to the board meeting, that F knew that the church, which was a tax-exempt entity, did not in fact owe any taxes despite his representations to the contrary, that F, in his purported role as president of the church, had filed documents dissolving the church as a corporation without receiving authorization from the church's board and that, without the knowledge of the church or its board, F signed and filed documents purporting to transfer the church's properties to F Co. and removed money from the church's bank accounts. The defendants filed a motion to dismiss the church's complaint, arguing, inter alia, that D and J, the persons who purported to have commenced the present action in the name of church, were not authorized to initiate litigation on behalf of the church and, therefore, the church lacked standing to bring the present action and the court consequently lacked subject matter jurisdiction. In support of their motion to dismiss, the defendants filed, inter alia, an affidavit of F and deposition testimony of D and J. The church filed an objection to the defendants' motion to dismiss, arguing, inter alia, that, contrary to the defendants' contentions, the church was not properly dissolved by a duly authorized action of its board of directors and that, because the church had not been prop