Writing for the majority<\/a>, Justice Debra Lehrmann said \u201cthe conference has statutory authority to sue SMU to enforce its rights under the articles\u201d and state business organization law. The conference may also pursue its claim for breach of contract, Lehrmann wrote, though the justices agreed SMU is entitled to summary judgment on the false filing claim. <\/p>\nThe Texas Supreme Court sent the case back to district court for further proceedings on the breach-of-contract claim.<\/p>\n
Bishop Laura Merrill, president of the conference\u2019s College of Bishops, and the Rev. Derrek Belase, chair of the conference\u2019s Mission Council, said in a joint statement that the court\u2019s opinion supports their original position that the university must seek the conference\u2019s approval to amend its articles of incorporation.<\/p>\n
\u201cOur desire is to see this matter brought to a peaceful resolution so that our historic connection to the university can be fruitfully maintained for future generations,\u201d they wrote. <\/p>\n
Megan Jacob, an SMU spokeswoman, said the university was still reviewing the 32-page opinion as of Friday afternoon but is pleased the justices recognized SMU\u2019s compliance when filing amendments with the secretary of state\u2019s office.<\/p>\n
\u201cWe\u2019re prepared to return to the trial court on the remaining issues, where we will continue to defend the SMU Board of Trustees\u2019 right to act in the best interests of the university,\u201d Jacob said in a statement. \u201cSMU remains proud of its Methodist heritage as we move forward with advancing SMU\u2019s mission and providing enriching education for all students.\u201d <\/p>\n
SMU is considered a nonmember, nonprofit corporation that operates for the public\u2019s benefit. Its articles of incorporation are not a contract between SMU and the conference, Lehrmann wrote. <\/p>\n
\u201cWhile the articles reflect that SMU would be \u2018controlled by\u2019 the conference, SMU is not required to act for the conference\u2019s benefit in the way that corporations must act for the benefit of their shareholders or members,\u201d she wrote. \u201cNor does the code provide for the equivalent of a shareholders\u2019 agreement in the nonprofit context.\u201d <\/p>\n
She continued: \u201cHowever, as with for-profit corporations, a nonprofit corporation\u2019s articles do constitute a contract between SMU and the state of Texas. The conference alternatively alleges in its petition that it is a third-party beneficiary of that contract and may pursue its breach-of-contract claim in that capacity. We agree.\u201d<\/p>\n
A section of the state\u2019s business organization law authorizes religious associations to be affiliated with a nonprofit educational corporation and elect and control the corporation\u2019s board, Lehrmann wrote.<\/p>\n
\u201cThat statute ensures the lawfulness of the 1996 articles\u2019 provisions giving the conference \u2014 a \u2018third party\u2019 to the contract \u2014 such control,\u201d she wrote. \u201cThe right to sue is available only to the third party to whom the contract expressly grants contractual rights \u2014 here, the conference. The fact that others (individual members of the conference and Methodist Church) might be within the class of people the corporation is intended to benefit would not entitle them to sue to enforce the articles as third-party beneficiaries because the articles confer no rights upon them.\u201d<\/p>\n
In a dissenting opinion<\/a> that disagrees only with the majority\u2019s breach-of-contract analysis, Justice Jane Bland said the court went too far.<\/p>\n\u201cWe should hold that a nonprofit\u2019s charter does not confer third-party beneficiary status via the state,\u201d she wrote. \u201cBy recognizing such a claim \u2014 one not even the conference advances \u2014 the court breaks new ground on its own.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"AUSTIN \u2014 A regional branch of the United Methodist Church with jurisdiction over Southern Methodist University can sue…\n","protected":false},"author":3,"featured_media":23474,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5135],"tags":[5229,359,356,1596,407,11412,358,3187,67,586,132,5230,68,2969],"class_list":{"0":"post-23473","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-dallas","8":"tag-america","9":"tag-austin","10":"tag-courts","11":"tag-dallas","12":"tag-education","13":"tag-faith","14":"tag-texas","15":"tag-tx","16":"tag-united-states","17":"tag-united-states-of-america","18":"tag-unitedstates","19":"tag-unitedstatesofamerica","20":"tag-us","21":"tag-usa"},"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@us\/114764501885261159","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts\/23473","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/comments?post=23473"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts\/23473\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/media\/23474"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/media?parent=23473"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/categories?post=23473"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/tags?post=23473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}