Congregation Yetev Lev D'Satmar, Inc. v. 26 Adar N.B. Corp.

219 A.D.2d 186, 641 N.Y.S.2d 680, 1996 N.Y. App. Div. LEXIS 4447
CourtAppellate Division of the Supreme Court of the State of New York
DecidedApril 22, 1996
StatusPublished
Cited by18 cases

This text of 219 A.D.2d 186 (Congregation Yetev Lev D'Satmar, Inc. v. 26 Adar N.B. Corp.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Congregation Yetev Lev D'Satmar, Inc. v. 26 Adar N.B. Corp., 219 A.D.2d 186, 641 N.Y.S.2d 680, 1996 N.Y. App. Div. LEXIS 4447 (N.Y. Ct. App. 1996).

Opinion

OPINION OF THE COURT

Friedmann, J.

On this appeal, we are asked to consider whether a religious corporation may set aside several court-authorized transfers and mortgages of religious property due to purported deviations from statutory requirements and from the religious corporation’s proper internal procedures when the claimed deviations were not disclosed until many years after the various transactions had been completed and when the invalidation of those transactions would seriously prejudice subsequent bona fide purchasers and mortgagees.

By a verified petition dated May 10, 1978, the third-party defendants Leopold Lefkowitz and Solomon Sender, the Presi[188]*188dent and Secretary, respectively, of the plaintiff Congregation Yetev Lev D’Satmar, Inc. (hereinafter Yetev Lev), commenced a proceeding in the Supreme Court, Kings County, for leave to convey the premises located at 533-539 Bedford Avenue, Brooklyn, New York, to the defendant Congregation Beth Joel (hereinafter Beth Joel) for $100,000 ($35,000 in cash and $65,000 subject to an existing mortgage held by the Dime Savings Bank of Williamsburg). Attached to the petition were (1) the minutes of a special meeting of the membership of Yetev Lev that had been held on April 18, 1978, at which a resolution authorizing the sale had been unanimously passed, (2) a copy of the resolution adopted at a special meeting of Yetev Lev’s three-member Board of Trustees which also approved the sale, and (3) a legal description of the property which made it clear that the conveyed premises also included 540-541 Bedford Avenue. The buildings on the property include a synagogue and a home that was built for Yetev Lev’s Grand Rabbi Joel Teitelbaum and his wife Feige.

On the basis of the foregoing documents, the Supreme Court, Kings County (Pino, J.), issued an order, dated June 6, 1978, permitting the conveyance. The order expressly incorporated by reference a legal description of the property, making it clear that 540-541 Bedford Avenue (the synagogue) was part of the property being conveyed.

By a deed recorded in June of 1978, the five parcels located at 533-541 Bedford Avenue were conveyed by Yetev Lev to Beth Joel. Subsequently, the following legend was inscribed on the front of the synagogue: "House of Worship-House of Joel; To the Memory of the Satmar Rabbi — Provided by Rebbitzin Alte Feige Teitelbaum.” Yetev Lev’s financial statement for 1978 notes the sale of the property, and the property is not listed on the "Schedule of Real Property and Improvements” contained in Yetev Lev’s 1978 and 1979 financial statements.

In August of 1978, following the receipt of court approval, Beth Joel used the property to obtain a building mortgage loan from Manufacturers Hanover Trust Company in the principal amount of $1,000,000, to be used in connection with the establishment of a new community in the Town of Monroe, Orange County.

In October 1980, Beth Joel commenced a proceeding in the Supreme Court, Kings County, for leave to sell the property to the defendant Beth Feige, Inc. (hereinafter Beth Feige), another religious corporation. By an order dated November 12, 1980, the Supreme Court (Jordan J.) authorized the convey[189]*189anee. In December 1989, after obtaining an order from the Supreme Court, Kings County (Shaw, J.), Beth Feige procured a mortgage loan from the defendant Bay Ridge Federal Savings and Loan Association in the principal sum of $1,125,000, secured by the property that is the subject of this appeal.

In February 1990, Beth Feige petitioned the court for permission to sell the property to the defendant 26 Adar N.B. Corp. On March 21, 1990, the application was granted by the Supreme Court, Kings County (Rappaport, J.).

In the meantime, a schism had divided the worshipers at the synagogue into factions. In April 1990, 26 Adar N.B. Corp. and its owner, the defendant Nachman Brach, installed metal gates over the entrance to the synagogue, apparently in an effort to keep out the members of Yetev Lev.

In May of 1990, the plaintiffs commenced this action, alleging that the 1978 transfer of the property and all subsequent transfers and mortgages of the property were invalid because they had been procured by numerous false and fraudulent representations which had misled the courts into approving them. For example, the plaintiffs averred that the 1978 petition falsely represented that the initial sale of the property to Beth Joel had been authorized by Yetev Lev’s Board of Trustees and general membership, that the trustees and membership had deemed it beneficial to sell the property, and that the fair market value of the property was $100,000. The plaintiffs also averred in affidavits from various officers and members of Yetev Lev that, in fact, Yetev Lev had six trustees in 1978, despite its representation in the 1978 petition that it had only three trustees. Thus, the plaintiff argues that, since the property could have been alienated only with the approval of two thirds of its trustees, the sale to Beth Joel, which had been approved by only two trustees (i.e., Lefkowitz and Sender) was invalid. In addition, the plaintiffs averred that no proposal to sell the property had ever been presented to the membership of Yetev Lev, despite the minutes of the special membership meeting that was held on April 18, 1978, to the contrary. (Sender no longer remembers signing the minutes of that meeting and/or insists that he signed them without reading them.) The plaintiffs further averred that the synagogue could not have been conveyed in 1978 because its address, 541 Bedford Avenue, does not appear on the petition. Finally, the plaintiffs averred that all subsequent transfers and mortgages of the property were tainted by similar irregularities. [190]*190The Supreme Court granted the plaintiffs summary judgment and declared that Yetev Lev is the owner of the property. We now reverse and dismiss the complaint.

As a threshold matter, we note that, when there is a discrepancy between the street address and the legal description of a piece of real property, the legal description controls (see, 1A Warren’s Weed, New York Real Property, Description, §§ 11.01-11.02 [4th ed]; see also, N-PCL 511 [a] [4]).

The documentary evidence establishes beyond peradventure that the various sales and mortgages of 533-541 Bedford Avenue, Brooklyn, that are challenged on this appeal, were effectively brought about by binding resolutions of the Yetev Lev’s congregation and Board of Trustees, as well as by properly obtained court orders (see, Religious Corporations Law § 12 [1], [8]; N-PCL 511). The plaintiff may not now, many years after these transactions were consummated, render them void by submitting self-serving affidavits (in defiance of several facially valid petitions, supporting documentation, court orders, and public records of the property’s ownership) contending, inter alia, that these transactions were never properly authorized by the statutorily mandated number of trustees and congregants (see, e.g., Pennsylvania Baptist Convention v Regular Baptist Church, 377 Pa 631, 636, 105 A2d 296, 298).

Not-For-Profit Corporation Law § 203, which is applicable to religious corporations pursuant to N-PCL 103 and 201 and Religious Corporations Law § 2-b (see, e.g., Rector of St. Bartholomew’s Church v Committee to Preserve St. Bartholomew’s Church, 84 AD2d 309; Matter of Lueken, 97 Misc 2d 201; see also, Business Corporation Law § 203), provides, inter alia,

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Bluebook (online)
219 A.D.2d 186, 641 N.Y.S.2d 680, 1996 N.Y. App. Div. LEXIS 4447, Counsel Stack Legal Research, https://law.counselstack.com/opinion/congregation-yetev-lev-dsatmar-inc-v-26-adar-nb-corp-nyappdiv-1996.