March 6, 2018
From Richland County L. Casey Manning, Circuit Court Judge
Timothy J. Newton and Peter E. Farr, both of Murphy &
Grantland, PA, of Columbia, for Appellant.
Kenneth C. Hanson and Walter Marion Riggs, both of Hanson Law
Firm, PA, of Columbia, for Respondent.
Refuge Temple Church of God in Christ, Inc. (the Church)
appeals from the circuit court's order granting judgment
to Delories Jenkins (Respondent) for breach of contract,
arguing the circuit court erred in (1) ruling on this case
because civil courts lack subject matter jurisdiction to rule
on ecclesiastical matters; (2) finding the alleged contract
at issue was properly executed and approved; and (3) finding
the Church waived its objections by operating pursuant to the
alleged contract for several years. We reverse.
Elder Edward Jenkins, Respondent's husband, founded the
Church in June 1997. Pastor Jenkins served as the
Church's incorporator, first pastor, and chair of the
Board of Directors (Board). Pastor Jenkins incorporated the
Church under the laws of South Carolina as a nonprofit
corporation through Articles of Incorporation (the Articles)
filed in June 1997. Article V of the Articles states a
three-director Board manages the affairs of the Church.
Article VI of the Articles reveals the initial Board
consisted of Pastor Jenkins, Connie Bowman, and Gary James,
initial Board of the Church adopted bylaws in June 1997.
These bylaws provide the congregation's members would be
nonvoting members and the Board members would be voting
members. The bylaws require individuals to attend worship
services at the Church for at least three consecutive months
prior to consideration for membership. The bylaws authorize
the Board to manage the affairs of the Church, impose upon
the Board a fiduciary obligation to the Church, and mandate
the Board will consist of no less than three members. The
bylaws establish a majority of the Board shall constitute a
quorum, and specify the act of a majority of the Board shall
be the act of the Board. The bylaws grant the pastor the
authority to fill any vacancy in the Board with the advice
and consent of a majority of the present Board. Finally, the
bylaws allow the Board to authorize any officer or agent of
the Church to enter into any contract or execute and deliver
any instrument on behalf of the Church.
March 13, 2002, the Board, consisting of Pastor Jenkins,
Bowman, and Daniel Webster Ward, Jr., held a special meeting
to consider and vote on an employment agreement entitled
"Pastor's Employment and Retirement Agreement"
(the Agreement) to retain Pastor Jenkins as the Church's
pastor for life. After discussion, Ward made a motion to
approve the Agreement, which Bowman seconded. The Board
unanimously adopted the Agreement.
four of the Agreement, entitled "Death of Pastor,"
provides in pertinent part:
In the event of the Pastor's death, if Pastor is survived
by his spouse, [Respondent], a monthly sum equivalent to the
Pastor's monthly salary and housing allowance, which will
become salary at the time of his death shall be paid to
[Respondent] for the remainder of her life, even if she
leaves the church.
six of the Agreement explains the Agreement is binding on all
parties, revokes all prior employment agreements with respect
to Pastor Jenkins, and states, "It is also agreed that
in the event of Pastor's death or total disability, this
Agreement shall become irrevocable."
Church employed and paid Pastor Jenkins until his death on
April 4, 2004. After Pastor Jenkins's death, the Church
began paying Respondent $1, 575 each month. On April 5, 2005,
the Church's new pastor, Pastor Elder Wayne Penn,
received a letter from Mozzini Justice, an accounting firm
hired by the Church, informing him that Respondent had been
receiving a housing allowance and salary from the Church and
recommending the Church reclassify the payment as a
retirement plan as opposed to income for tax purposes because
the payments "weren't quite legitimate." On
February 4, 2010, the Church wrote a letter to Respondent
proclaiming the Church could no longer afford to keep paying
her the monthly amount of $1, 575. The letter explained the
Church had been compensating Respondent "in honor of the
service of yourself and your late husband, our pastor, the
Elder Edward Jenkins and to help you financially during the
transition." The Church's letter stated Respondent
would receive the regular payment amount for February and
March 2010, and then a reduced amount of $500 from April 2010
until December 2010, at which time the payments would cease.
However, Respondent never received another payment after a
$500 check in April 2010.
February 25, 2011, Respondent filed a complaint against the
Church alleging breach of contract, failure to pay wages
under the South Carolina Payment of Wages Act,  and tortious
interference with contract. After presenting her case in a
bench trial, Respondent withdrew her claim for tortious
interference with contract and dismissed the individual
defendants named in her lawsuit, leaving only the Church in
its official capacity. In its order granting judgment to
Respondent, the circuit court found the Agreement a valid and
enforceable contract, determined the Board possessed the
authority to execute the Agreement, and noted the Church
honored the Agreement with Respondent from 2004 to January
2010. As to her second cause of action, the circuit court
found Respondent ...