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Mo. Supreme Court refuses MBC appeal

JEFFERSON CITY, Mo. (BP)–The Missouri Supreme Court has refused to hear an appeal by the Missouri Baptist Convention regarding recovery of the Windermere Corporation. The refusal was announced by the court clerk on May 5. The denial of the MBC’s application for transfer leaves in effect a decision by the Kansas City Court of Appeals, which affirmed a summary judgment in favor of Windermere Corporation entered by Cole County Judge Richard Callahan in 2008.

While this ends Missouri Baptists’ efforts to regain control of the corporation, it does not end a parallel lawsuit in Camden County seeking recovery of the conference center and related assets alleged to have been transferred fraudulently to the corporation.

In April, Camden County Judge Kenneth Hayden approved the Missouri Baptist Convention’s pleadings of fiduciary breach leveled against its former chief executive officer, Jim Hill, for orchestrating the incorporation of Windermere, the transfer of the real estate deeds, and the breakaway of the Windermere corporation, all while he was employed as the executive director of the MBC. Hill now heads a rival state convention of liberal and moderate churches. Windermere Corporation has ties with this competing body, the Baptist General Convention of Missouri.

Hill also has family ties to the development company which acquired 941 acres of the original 1,300-acre Lake of the Ozarks conference center three years after the Windermere board defaulted on a loan of more than $20 million in 2003 and then conveyed 941 acres to a lender by a “deed in lieu of foreclosure.” Hill’s brother, Jerry, and businessman Bill Jester of Springfield, Mo., created Windermere Development Company, LLC, and related companies to purchase the land from the lender and then subdivide it for re-sale.

Convention leaders say they will continue the course of action they announced in February, which involves seeking a jury trial on the petition pending in Camden County, where the Windermere property is located. A motion to streamline the petition was filed in Camden County by MBC attorneys on the afternoon of May 5, after the announcement by the Supreme Court was made. The Camden motion should be heard on May 12.

Now that the Missouri Supreme Court has ruled on the Cole County matter, the Cole County court is expected to lift a stay on other proceedings which has been in place since the March 2008 summary judgment was entered by Judge Callahan. After the stay is lifted, the judge will take up motions regarding the other four corporations which broke away: The Baptist Home, Missouri Baptist Foundation, Missouri Baptist College, and Word & Way.

MBC attorneys said that, before the stay, several motions regarding the other four entities already had been briefed. In particular, three of the corporate charters have a significant difference from the Windermere charter, which could produce a different legal result.

“All the opinions so far seem to agree that, if a corporate charter says that the MBC must approve charter changes, then the Convention might win those corporations back,” Randy Comer noted.

Comer is the chairman of the Agency Restoration Group, appointed by the Executive Board to seek the recovery Windermere and four other corporations which broke ties with the Convention in 2000 and 2001.

“The Windermere charter and the Word & Way charter did not have that clause, but the charters for the Baptist Home, the College, and the Foundation do say the MBC must approve amendments. We will ask the judge to enforce that clause as to these three corporations.”

In a press release May 5, Dan Bench, Windermere president and CEO, responded by saying he was “pleased” the judge “ruled for Windermere.”

Bench used the occasion to push the breakaway entity’s case with the public and urged the churches of “the MBC to accept these judicial rulings” and to put the litigation “behind us.”

MBC legal counsel Michael Whitehead expressed his disappointment in the Supreme Court refusal to hear the Windermere appeal. “We knew that the Court refuses to hear most appeals, but we are still disappointed that the Court will not hear this case,” Whitehead said. “It involves statutes which the Court has never before interpreted. Many other religious and secular non-profit corporations could have been helped by Supreme Court guidance.”

Whitehead predicted that some will try to make more out of the Supreme Court denial than is warranted. “By denying our request, the Court does not affirm the court of appeals decision, or make it the law of the State,” Whitehead explained. “The Supreme Court did not say it agreed with or upheld the court of appeals. It simply remained silent, chose not to hear us, and not to speak. It provided no Supreme Court guidance or precedent for these important issues.”

“For now, we know what the law is in the Western District of Missouri for cases like Windermere,” Whitehead added. “We will respect the law and will make the necessary adjustments to live with it. All Missouri non-profits will want to review their articles of incorporation in light of this decision, to try to protect the parent organization’s assets should a subsidiary simply walk away with the corporation.”
Reported by The Pathway, newsjournal of the Missouri Baptist Convention.

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