In Polish National Catholic Church of Canada v. Polish National Catholic Church (decided 2014), Justice Archibald of the Ontario Superior Court of Justice held that a corporate applicant had no standing to assert the private rights of two members of the Catholic Church and that the claim should be struck as disclosing no reasonable cause of action.
The defendant, Polish National Catholic Church (the "Church") was an unincorporated voluntary religious association with 118 parishes in five dioceses across Canada and the US. Each diocese is led by a Diocesan Bishop who is responsible for administering the diocese. Each Bishop is assisted by a Diocesan Council, composed of the Diocesan Bishop and elected and appointed members of the diocese. One diocese in is Canada. It has eight active parishes in Canada.
The plaintiff, Polish National Catholic Church of Canada (the "Corporation") is a federal non-share capital corporation whose objects include to carry on the work of the Church in Canada. The Corporation constitutes one part of the Canadian diocese.
Bishop Bigaj was the pastor of the Hamilton parish and Diocesan Bishop of the Canadian Diocese. Bishop Bigaj was deposed by the Prime Bishop in 2013 following a dispute. Later in 2013, Anthony Jasinski, a Toronto businessman and, until then, a lay member of the Hamilton parish, was removed from his position on the Diocesan Council by the Prime Bishop after a falling out with the Prime Bishop over the disciplining of Bishop Bigaj.
Neither Bishop Bigaj nor Mr. Jasinski availed themselves of the internal appeal procedures that were provided for in the Church's constitution.
Bishop Bigaj and Mr. Jasinski were president and chairman of the corporate plaintiff, respectively.
The corporate plaintiff brought proceedings against the Church seeking several declarations, including that Bishop Bigaj continued to be a Bishop and priest of the Church and that Mr. Jasinski remained an elected member of the Supreme Council of the Church and a member of the Canadian Diocesan Council.
The defendant Church brought a motion to strike the entire claim on the basis that it did not disclose a reasonable cause of action.
The motion succeeded.
Justice Archibald accepted that:
● A corporation cannot initiate a proceeding that seeks declaratory relief regarding the private rights of two individuals to hold religious and administrative positions in the defendant Church.
● There is no, or insufficient, legal privity between the corporate plaintiff and the Church with regard to the subject matter of the dispute. Whether Bishop Bigaj was still a Bishop and a priest is an ecclesiastical matter and not a matter that had a direct connection with the corporate plaintiff. For the same reason, the corporate plaintiff had no interest in having Mr. Jasinski hold a particular position in the Church. That was both an ecclesiastical matter and a matter of personal concern of Mr. Jasinski.
● Accordingly, the Corporation had no private law interest in the relief it was seeking and was, therefore, not a proper plaintiff.
3. Key Observations
It is not clear why, if they had grounds to set aside their removal to offices within the Church, Bishop Bigaj and Mr. Jasinski did not bring proceedings in their personal capacities. For example, Bishop Bigaj could have overcome the fundamental objection of the court by bringing the application for declaratory relief in his personal capacity. Likewise, Mr. Jasinski could have brought an application for a declaration that he was still a member of Supreme Council of the Church and a member of the Canadian Diocese Council in his personal capacity. Instead, they chose to bring the proceedings in the name of a non-share capital corporation of which they were senior officers. It is basic to corporate law that a corporation is a separate legal person from that of its members and enjoys rights that are separate and distinct from those of its members. As a corollary, a member cannot bring proceedings in his or her personal name to claim a right that legally belongs to the corporation. But the converse corollary is also true. A corporation cannot bring proceedings to assert a claim that legally belongs to one or more of its members personally.
Had they brought their claims personally, it is likely that they would have failed on the grounds that they involved ecclesiastical matters and that their sole recourse was to have followed the Church's internal appeal processes, which they opted not to pursue. A corporation cannot be invoked to circumvent the need for the individuals, if they wanted redress, to abide by the Church's internal process.