Trinity School of the Bible Trustees Sinina Talley v. Trinity School of the Bible Officers Ruth Norman ( 2016 )

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
TAMIKA R. M ONTGOMERY-REEVES New Castle County Courthouse
VICE CHANCELLOR 500 N. King Street, Suite 11400
Wilmington, Delaware 19801-3734
July 5, 2016
Ms. Sinina Talley Ms. Ruth Norman
100 Brooklyn Avenue 212 Manhattan Avenue
Apartment LL Roosevelt, NY 11575
P.O. Box 7143
Freeport, NY 11520 Mr. Theodore Norman
212 Manhattan Avenue
Ms. Wendy Scott Roosevelt, NY 11575
P.O. Box 1742
Apex, NC 27502 Ms. Theresa Washington
220 Christiana Road
Mr. Danny Washington New Castle, DE 19720
155 West Greenwich Street
Apartment W520
Hempstead, NY 11550
Re: Trinity School of the Bible Trustees Sinina Talley, et al. v. Trinity
School of the Bible Officers Ruth Norman, et al.
Civil Action No. 11923-VCMR
Dear Parties:
I have considered the filings in this case, the exhibits attached thereto, and
the applicable laws. For the reasons stated herein, the plaintiffs’ complaint (the
“Complaint”) is dismissed without prejudice.
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
Page 2 of 4
Pro se litigants Sinina Talley, Wendy Scott, and Danny Washington
(“Plaintiffs”), and Theresa Washington, Ruth Norman, and Theodore Norman
(“Defendants”), are members of Trinity School of the Bible (“Trinity”), a
Delaware not-for-profit corporation. 1 Trinity is a religious education and
charitable community outreach center. 2 The parties hereto are members of
Trinity’s board (the “Board”).
On May 18, 2014, Delores Washington, the founder and former president of
Trinity, passed away leaving the Board with the six above-listed members. After
Delores Washington’s death, a myriad of disagreements arose among the Board.3
On July 7, 2014, Plaintiffs contacted the Delaware Center for Justice to request
mediation services, but Defendants refused to participate in any mediation. On
January 21, 2016, Plaintiffs filed the Complaint in this action against Defendants.
In the Complaint, Plaintiffs allege a series of mismanagement claims against
Defendants that appear to be derivative in nature.4 For example, Plaintiffs argue
1
The facts are drawn from the Complaint and the exhibits attached thereto.
2
Compl. at 2.
3
Id.
4
See, e.g., id. at 3 (“The Plaintiffs are aggrieved because they have suffered
extreme disrespect and abuse in attempting to carry out their roles as trustees
which in turn would propel the school forward. As stated, because the School
Board has been barred from functioning normally, including legally as a Non-
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
Page 3 of 4
that Defendant Theresa Washington seized control of Trinity’s bank accounts by
misrepresenting to PNC and M&T Banks that the Board authorized her to close
those bank accounts. Further, Defendants allegedly failed to hold and attend Board
meetings as needed and when appropriate, which prevented Plaintiffs from
carrying out their duties as trustees. Similarly, Defendants purportedly refused to
disclose lease information and financial statements. In sum, Plaintiffs contend that
“Trinity School of the Bible, its students and the community as a whole ha[ve]
[sic] been injured by the misconduct of Defendant . . . .”5
These claims are derivative in nature and, therefore, belong to Trinity.6 A
corporate entity may appear as a party in this Court only if represented by a
member of the Delaware Bar.7 Likewise, a derivative plaintiff seeking to enforce
Profit, the mission of the school and the school itself is in danger of permanent
closure and forfeiture of its privilege to maintain its 501(c)3 status.”); see also id.
at 5 (alleging, among other things, corporate misconduct, malfeasance, breach of
fiduciary duties, misappropriation of funds, and fraud).
5
Id. at 13.
6
See Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1033 (Del.
2004); see also Kramer v. W. Pac. Indus., Inc., 546 A.2d 348, 353 (Del. 1988) (“A
claim of mismanagement . . . represents a direct wrong to the corporation that is
indirectly experienced by all shareholders. . . . Thus, the wrong alleged is entirely
derivative in nature.”).
7
Transpolymer Indus., Inc. v. Chapel Main Corp., 582 A.2d 936 (Del. 1990)
(TABLE) (“While a natural person may represent himself or herself in court even
though he or she may be an attorney licensed to practice, a corporation, being an
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
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rights on behalf of a corporation must be represented by counsel. 8 Because
Plaintiffs may not pursue this action pro se, the Complaint is dismissed without
prejudice.
IT IS SO ORDERED.
Sincerely,
/s/ Tamika Montgomery-Reeves
Vice Chancellor
TMR/jp
artificial entity, can only act through its agents and, before a court only through an
agent duly licensed to practice law.”).
8
Lygren v. Mirror Image Internet, 992 A.2d 1237 (Del. 2010) (TABLE)
(“[C]orporate appellants Parfi and Plenteous may not pursue this appeal because
they are not represented by counsel, as required by Delaware law.”); see also
Pinnavaia v. J.P. Morgan Chase & Co., 2015 WL 5657026, at *1 (Del. Ch. Sept.
11, 2015) (“A derivative plaintiff seeks to ‘enforce a right of a corporation,’ and
corporations appearing in this Court may only do so through counsel. Thus, the
derivative plaintiff who asserts the rights of the corporation must also be
represented by counsel.”).