2026 Tex. Bus. 45
The Business Court of Texas,
Third Division
SRI SHIRDI SAI BABA TEMPLE§
OF AUSTIN, et al., §
Plaintiffs, §
§ Cause No. 25-BC03A-0020
v. §
SHIVA LAM, et al., §
§
Defendants.
§
═════════════════════════════════════════
Memorandum Opinion & Order on Motions for Summary Judgment
═════════════════════════════════════════
¶1 Before the Court are Plaintiffs’ Amended Traditional Motion for
Summary Judgment (Plaintiffs’ MSJ) and Defendants’ Traditional Motion for
Summary Judgment as to Claims Asserted by Plaintiff Individuals (Defendants’
MSJ). In addition to the exhibits to these motions, the parties have filed a Joint List
of Stipulated Facts (SF) and the Joint Exhibits (JX). The Court DENIES Plaintiffs’
MSJ and GRANTS Defendants’ MSJ.
Introduction
¶2 This is a dispute over the corporate governance of Sri Shirdi Sai Baba
Temple of Austin (the Temple), a Texas nonprofit corporation operating as a
religious institution. 1 The question is: what happens when a nonprofit corporation’s
certificate of formation says that it is a board-managed corporation with no members
but its bylaws say that it has members and is member-managed? The Business
Organizations Code provides a clear and simple answer: to the extent there is a
conflict between the certificate of formation and the bylaws, the certificate of
formation controls. The Court thus holds that the Temple’s certificate of formation
controls over the provisions of the Temple’s 2025 Bylaws purporting to shift
corporate management from its board of directors to its trustee-members.
Background
¶3 The Original Governing Documents. When the Temple was founded in
2007, it filed a certificate of formation with the Texas Secretary of State (the
Certificate of Formation) and adopted bylaws (the 2007 Bylaws). 2 The Certificate
of Formation vests management of the Temple in its board of directors and states
that the Temple “will have no members.” 3 Consistently, the 2007 Bylaws provide
1
SF 1–3; JX 1.
2
JX 1–2.
3
JX 1.
2
for a board of directors and place management of the Temple in the board’s hands. 4
Under these bylaws, new directors are determined by a vote of the board. 5
¶4 The Trustees. In 2015, the Temple established a board of trustees. 6
Although there is a document entitled “Bylaws of Sri Shirdi Sai Baba Temple of
Austin Board of Trustees,” 7 the Certificate of Formation and 2007 Bylaws do not
contemplate a board of trustees or vest any power in such a board. The Temple
appears to have understood that the trustees were there to assist the board of
directors, which remained the Temple’s governing body for business purposes. 8
¶5 The 2024 Board. In 2024, the Temple’s prior directors resigned in the
wake of a fraudulent donation-matching scheme discovered at the Temple. 9 The
Temple got a new board of directors (the 2024 Board) made up of the Defendants in
this lawsuit: Shiva Lam, Raj Gadde, Pammy Razdan, Narayana Koduri, and Ravi
Orugunty. 10 Plaintiffs and Defendants agree that the 2024 Board was intended to
4
JX 2. The 2007 Bylaws contemplate the possibility of members, “as provided for in the Articles of Incorporation” and “[s]ubject to the provisions of the Articles of Incorporation.” Id. The Texas Business Organizations Code provides that “articles of incorporation” and “certificate of formation” may be used synonymously.” TEX. BUS. ORGS. CODE § 1.006(1).
5
JX 2.
6
SF 6; JX 3.
7
JX 4.
8
JX 3.
9
SF 7; Second Am. Pet. at ¶ 25; Defs. MSJ Exhibit C (Lam Aff.) at ¶¶ 6–8.
10
SF 7–10; JX 8; JX 32. Lam, Gadde, Razdan, and Koduri were appointed to the 2024 Board by the prior board. SF 7. Orugunty joined the 2024 Board when another appointee resigned. SF 8–9.
3
convert the Temple from a board-managed corporation to a member-managed
corporation, with the managing members being the Temple’s trustees.
¶6 The Investigation of the Donation-Matching Scheme. One of the first
things the 2024 Board did was order an audit of the Temple’s finances in connection
with the previously discovered donation-matching scheme. 11 The audit took longer
than expected, purportedly due to a lack of cooperation from those under
investigation. 12 The 2024 Board received the audit results in June 2025. 13
Defendants assert that the auditor determined that certain Temple devotees likely
participated in the donation-matching scheme. 14 The Board unanimously voted to
prohibit Temple members involved in the fraudulent donation scheme from having
voting rights or serving as a director of the Temple for the next four elections. 15 This
gave rise to a dispute over who could be a candidate in the upcoming board election,
as some candidates—Plaintiffs Mahender Reddy and Lakshmi Kondubhatla—were
purportedly involved in the donations scheme.
11
Lam Aff. at ¶ 9.
12
Lam Aff. at ¶ 13; Defs. MSJ Exhibit D (Gadde Decl.) at ¶ 11.
13
Lam Aff. at ¶ 14; Gadde Decl. at ¶ 12.
14
Lam Aff. at ¶ 15; Gadde Decl. at ¶ 12.
15
Lam Aff. at ¶¶ 14–16.
4
¶7 The 2025 Bylaws. On July 13, 2025, the 2024 Board adopted amended
and restated bylaws (the 2025 Bylaws). 16 Unlike the 2007 Bylaws, the 2025 Bylaws
contained extensive provisions regarding the Temple’s General Body of Trustees
(GBT). 17 Under the 2025 Bylaws, “[t]he GBT will be the body of members that are
the owners of record of the temple,” 18 and any devotee who is over 18, in good
standing, and resides in the greater Austin area can become a trustee by donating a
specific amount to the Temple: a one-time membership fee of $20,000. 19 Devotees
may also make lesser donations to become patrons (but not trustees), making them
eligible to serve on various committees. 20
¶8 The 2025 Bylaws state: “The overall governance of the Corporation is
vested in GBT, which may delegate or withdraw powers from time to time to the
[board of directors] as the representatives of the GBT. The [GBT] will be responsible
for the long term operation of the [Temple].” It also purports to give the GBT the
power to elect the board of directors, remove board members, and reverse board
decisions, among other things. 21 In short, the 2025 Bylaws purport to convert the
16
SF 12–13; JX 9–10.
17
JX 10.
18
Id. at § 2.1.
19
Id. at § 2.2 & Appx. A.
20
Id. at Appx. A. Appendix A also provides for up to 20 honorary patrons. Id.
21
Id. at Arts. 3–5.
5
Temple from a board-managed corporation to a member-managed corporation with
the trustees as the corporation’s members—as intended by all parties in this case.
¶9 The 2025 Bylaws appear to have been drafted by non-attorney Temple
members. 22 The Temple had an attorney at this time, Michael Burg, but he does not
appear to have participated in drafting the 2025 Bylaws. 23 Defendants assert that
Burg’s involvement with the Temple during this period was limited due to family
health issues that ultimately resulted in him resigning in October. 24
¶10 On the same day it adopted the 2025 Bylaws, the 2024 Board sent an
email to the trustees informing them of the bylaws’ adoption (and other matters) and
identifying three “Next Steps”:
• Communication to Mike Burg about recent developments
• Mike B. will be asked to file the necessary paperwork to convert the
temple into a member-based organization.
• We are also in the process of securing appropriate insurance
coverage for all members and trustees. A request to the insurance
provider has been sent and we will be following up with them. 25
¶11 A few weeks later, Burg wrote a letter to the trustees, outlining the
rights, duties, and liabilities they would have under the Business Organizations
22
Lam Aff. at ¶ 19.
23
Id.; JX 9.
24
Lam Aff. at ¶¶ 17, 19, 25.
25
JX 9 (emphasis in original).
6
Code as the members of a member-managed corporation, stating: “As the Temple
moves forward to becoming a member-based organization; it is important to
understand your rights, duties and liabilities as Trustees and members of this
organization.” 26 The letter concludes: “The Board is currently working with
insurance providers to get liability insurance, following which the necessary
documents shall be filed with the Secretary of State to convert the Temple to a
member-based organization after which your organization can hold elections for a
new Board and [Executive Committee].” 27
¶12 The Disputed Election. In September 2025, the 2024 Board
established a five-member election committee to oversee an election by the trustees
of a new board of directors and executive committee, which was planned for
November 15, 2025. 28 The election committee consisted of Raja Babu, Rupa
Govindarajan, James Kandasamy, Tapati Parvataneni, and Ravi Mayavaram. 29 The
dispute over candidate eligibility continued, including among the election
committee. This led the 2024 Board to retain an attorney, Russell Sloan, to advise
on candidate eligibility and how to properly conduct the election. 30
26
JX 11.
27
Id.
28
SF 14.
29
SF 15.
30
SF 16–17; Lam Aff. at ¶ 26.
7
¶13 After reviewing the Temple’s corporate documents, Sloan advised the
2024 Board and the rest of the Temple that the 2025 Bylaws were not effective
because they conflicted with the Certificate of Formation, which placed
management power in the board of directors and stipulated that the Temple would
have no members. 31 He recommended that the election be delayed three weeks (until
December 6) to allow the 2024 Board to file an amended Certificate of Formation
and adopt new amended bylaws converting the Temple to a member-managed
corporation so that the election would be valid. 32 He proposed this timeline:
33
¶14 On October 27, the 2024 Board held a board meeting at which Sloan
presented his legal assessment. 34 The 2024 Board then unanimously voted to revoke
31
JX 12–14; see also SF 18–19.
32
JX 13–14.
33
JX 14.
34
JX 13; see also SF 18.
8
the 2025 Bylaws and reinstate the 2007 Bylaws until new bylaws could be
approved. 35 The 2024 Board scheduled another meeting for a few days later,
November 1, at which Sloan presented his proposals for new bylaws and a short
delay of the election. 36
¶15 The dispute over candidate eligibility burgeoned into a dispute over
whether to delay the election. The candidate faction that wanted to move forward
with the election dubbed themselves “Team Trust” and created a website with their
supported slate of candidates, which included the two candidates whose eligibility
was disputed: Plaintiffs Lakshmi Kondubhatla and Mahender Reddy. 37 Two
members of the election committee, Raja Babu and James Kandasamy, sided with
Team Trust and pushed to hold the election on November 8 despite Sloan’s advice
that the election would not be valid. 38 The election committee’s other three
members—Rupa Govindarajan, Tapati Parvataneni, and Ravi Mayavaram—
preferred following Sloan’s recommendation; they ultimately resigned from the
committee over concerns about Babu and Kandasamy’s efforts to push forward with
35
JX 13.
36
Id.; SF 21.
37
SF 20; Lam Aff. at ¶¶ 15–16, 24; Gadde Decl. at ¶¶ 12–13, 26.
38
JX 20–24; SF 24–25.
9
the election. 39 With only two members of the committee remaining, the 2024 Board
voted to terminate the election committee. 40
¶16 Despite the objections of legal counsel, the 2024 Board, and three of
the five members of the (now terminated) election committee, Babu and Kandasamy
moved forward with their plans to conduct an election on November 8. 41 The Team
Trust candidates supported this, but other candidates objected to being included on
the ballot. 42 On November 8, 2025, Babu and Kandasamy, purporting to act as the
election committee, invited the Temple’s trustees to vote in an election by email
ballot between November 8 and 10 (the Disputed Election). 43 The same day, the
president of the Temple’s executive committee, Ravi Burujula, sent an email to the
Temple’s members stating that the election was unauthorized, invalid, and contrary
to legal advice, and encouraging members not to participate in the election. 44
¶17 On November 11, Babu and Kandasamy sent an email announcing the
results of the Disputed Election, identifying Mahender Reddy, Lakshmi
Kondubhatla, Vijay Joglekar, Praveen Rapolu, Raghavendra Setty, and Venkat
39
JX 16; SF 22.
40
JX 17; SF 23.
41
JX18–24; SF 25.
42
SF 27, 31; Lam Aff. at ¶¶ 35–36.
43
JX 20.
44
Defs. MSJ Exh. D–4.
10
Ambati as the newly elected board of directors (the Plaintiff Board). 45 Three of these
individuals—Reddy, Kondubhatla, and Ambati—are Plaintiffs in this lawsuit. 46
Babu and Kandasamy represented in the email that they had “a Trustee voter list of
144” and that 76 trustees participated in the election. 47 If this is accurate, 48 nearly
half the Temple’s trustees did not participate in the Disputed Election.
¶18 Meanwhile, the 2024 Board moved forward with plans to amend the
Certificate of Formation and enact new bylaws, scheduling a meeting for that
purpose on November 21, 2025, with an election to follow on December 6. 49 Sloan
announced this plan to the Temple’s members at a meeting on November 16. 50 The
next day, the Plaintiff Board hired legal counsel to file an amended certificate of
formation and this lawsuit, both of which were filed the following day. 51 The
Plaintiff Board notified the 2024 Board of the lawsuit on November 20—the day
45
SF 27; JX 25.
46
The fourth individual Plaintiff is Subba Kondubhatla, who is a member of the Temple but was not a candidate in the Disputed Election. See Second Am. Pet. at ¶ 9.
47
JX 25.
48
Defendants point out that Plaintiffs have admitted in Court filings that there are 143 trustees. See, e.g., Second Am. Pet. at ¶¶ 1, 59.
49
SF 32; Lam Aff. at ¶ 37.
50
SF 32.
51
SF 33–34.
11
before the 2024 Board’s planned board meeting to amend the certificate and enact
new bylaws. 52
Plaintiffs’ MSJ
¶19 Plaintiffs seek summary judgment declaring that the 2025 Bylaws are
the Temple’s valid, governing bylaws under Texas law. They argue that this result
is required by the Business Organizations Code, the church-autonomy doctrine, and
general principles of equity. The Court disagrees.
A. With respect to the Temple’s corporate governance, the Certificate of
Formation controls over the conflicting provisions of the 2025 Bylaws.
¶20 As detailed below, the Court applies neutral principles of Texas
corporate law and concludes that the provision of the 2025 Bylaws purporting to
place corporate governance in hands of the trustee-members, rather than the board
of directors, directly conflict with the Temple’s elections in its Certificate of
Formation, and the certificate controls over the conflicting provisions of the bylaws.
1. There is a conflict between the Temple’s Certificate of Formation and
provisions of the 2025 Bylaws.
¶21 All parties agree that the Certificate of Formation vests management of
the Temple in its board of directors and states that the Temple “will have no
members.” 53 These are both very straightforward, check-box options on the
52
Id.; Lam. Aff. at ¶ 37.
53
JX 1.
12
certificate of formation form. 54 The Temple checked the box for a board-managed
nonprofit corporation instead of a member-managed nonprofit corporation:
55
Likewise, the Temple checked the box indicating that it would not have members
instead of the box indicating that it would have members:
56
¶22 Defendants argue that these provisions directly conflict with the
provisions of the 2025 Bylaws that purport to place corporate management of the
Temple in the hands of the GBT, the Temple’s members. 57 The Court agrees.
¶23 Relying on the church-autonomy doctrine and general principles of
equity, Plaintiffs argue that the 2025 Bylaws were effective to convert the Temple
54
Id.
55
Id.
56
Id.
57
JX 10.
13
to a member-managed organization, with the trustees as its managing members. 58
Those arguments are addressed below. However, somewhat inconsistently,
Plaintiffs also argue that the 2025 Bylaws do not conflict with the Certificate of
Formation because they do not convert the Temple to a member-managed
corporation but rather, “continue to vest the management of the Temple in the board
of directors,” and the board merely elected to delegate certain authority to the
GBT. 59
¶24 Plaintiffs are correct that the Business Organization Code “allows the
board of directors’ authority to be delegated,” and the 2024 Board could have
delegated its authority to the trustees. 60 But that is not what they did. Rather than
retaining corporate management in the board and delegating such power from the
board of directors to the GBT, the 2025 Bylaws purport to vest original management
power in the GBT and authorize delegation of authority from the GBT to the board:
“The overall governance of the [Temple] is vested in GBT, which may delegate or
withdraw powers from time to time to the [board of directors] as representatives of
58
Plfs. MSJ at ¶¶ 21–40.
59
Plfs. MSJ at ¶ 43.
60
Plfs. MSJ at ¶ 44 (citing TEX. BUS. ORGS. CODE § 22.218(a)(1) (“The certificate of formation or bylaws of the corporation … may designate one or more committees to have and exercise all, or a specified portion, of the authority of the board of directors of the corporation in management of the corporation.”)).
14
the GBT.” 61 Even then, the powers delegated to the board under the 2025 Bylaws
are expressly at the discretion of the GBT to grant or withdraw at will, and the GBT
has explicit authority to override the board’s decisions. 62 In short, the 2025 Bylaws
purport to do exactly what everyone intended them to do: convert the Temple from
a board-managed corporation with no members to a member-managed corporation
with the trustees as the managing members. 63 In fact, in contravention of their
delegation argument, Plaintiffs expressly plead that the 2025 Bylaws did convert
the Temple into a member-managed nonprofit corporation. 64
¶25 There is a direct conflict between the 2025 Bylaws’ purported
conversion of the Temple to a member-managed corporation and the Certificate of
Formation, which identifies the Temple as a board-managed corporation that has no
members.
2. Where there is a conflict, a certificate of formation controls over bylaws.
¶26 Section 22.102 of the Business Organization Code, which governs a
nonprofit corporation’s bylaws, dictates that the bylaws may only contain
61
JX 10.
62
Id.
63
Id.
64
Second Am. Pet. at ¶ 6; see also id. at ¶¶ 48, 56. They also plead that the 2024 Board promised to convert the Temple to a member-based organization and is bound by that promise and that it is the will of the trustees that the Temple become a “member-managed organization.” Id. at ¶¶ 45, 47, 59; see also id. at ¶¶ 64, 67, 75, 77. Plaintiffs took the same position in their discovery responses, including repeatedly admitting that “the 2025 Bylaws were intended to establish a governance structure under which Trustees functioned as members.” Defs. Resp. Exh. P–1 at 7–10.
15
provisions that are “consistent with law and the certificate of formation.” 65 In an
abundance of clarity, the Code further specifies that when bylaws erroneously
include a provision that conflicts with the certificate of formation, the certificate of
formation trumps: “A provision of a certificate of formation of a corporation that is
inconsistent with a bylaw controls over the bylaw, except as provided by Subsection
(b).” 66 The exception in Subsection (b) relates to changes in the number of directors
and is not implicated here. 67 Here, then, the Temple’s board-management selection
in its Certificate of Formation trumped the 2025 Bylaws’ member-management
provisions. 68 No party contends that the Certificate of Formation was amended to
resolve this conflict at any time before the day this lawsuit was filed. Thus, the 2025
Bylaws were not effective to shift corporate management of the Temple from the
board of directors to the GBT.
¶27 Plaintiffs argue that construing Section 22.103 to mean what it plainly
says is “absurd and unworkable,” asserting that “an 18-year-old certificate of
formation is not intended to be an obstacle” to a nonprofit corporation’s
65
TEX. BUS. ORGS. CODE § 22.102(b) (emphasis added).
66
Id. § 22.103(a).
67
See id. § 22.103(b) (“A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.”). 68
Id. § 22.103; see also id. § 3.009 (requiring certificate of formation for nonprofit corporation to state if it is to have no members or if it is to be member managed).
16
intentions. 69 The Court agrees that certificates of formation are not intended to be
obstacles to a corporation’s effectuation of its desired management structure, but
disagrees that the statute has that effect. Section 22.103 simply resolves a
foreseeable problem (an unintentional conflict in a corporation’s governing
documents) with a clear answer (specifying which document controls in that event),
giving everyone notice of what the outcome will be. A certificate of formation for a
Texas nonprofit corporation is not an unnecessarily complicated and burdensome
document. It is a fill-in-the-blank and check-box form that is publicly available. 70
The same is true of the form for amending a certificate of formation. 71 And the
Business Organizations Code freely allows amendment of the certificate. 72 Plaintiffs
assert that they filed such an amendment the same day they filed this suit, and
Defendants assert they were in the process of doing the same, in conjunction with
adopting new bylaws to correspond with the amendment, when Plaintiffs notified
them of this suit.
¶28 Plaintiffs argue that the statute creates a “Catch 22” because filing the
amended certificate of formation before enacting new bylaws strips the board of
69
Plfs. MSJ at ¶¶ 45–46.
70
The form is available on the Secretary of State’s website, with instructions for use. See Business and Nonprofit Forms, TEX. SEC’Y OF STATE, https://www.sos.state.tx.us/corp/forms boc.shtml. 71
This form and accompanying instructions are also available on the Secretary of State website. 72
TEX. BUS. ORGS. CODE § 3.051(a).
17
directors of power, such that it could not enact new bylaws to enable member
management, while amending the bylaws first renders the bylaws inconsistent and
thus void. 73 Plaintiffs argue that this “trap” can be avoided by interpreting the
statute so that “it does not impose a necessary order of steps to transition.” But the
problem for plaintiffs is not any supposed order-of-steps requirement because no
party asserts that the Temple amended (or even attempted to amend) the Certificate
of Formation at any time before the date this lawsuit was filed.
¶29 Regardless, this supposed conundrum is imagined; there is no great
difficulty in amending bylaws and the certificate of formation when the change to
the bylaws affects one of the fundamental subject matters covered by the
certificate. 74 First, amendments to a corporation’s certificate of formation and
bylaws can be, and often are, approved by the corporation’s governing persons
contemporaneously. Second, the Business Organizations Code authorizes
corporations to file amendments to certificates of formation that will not go into
effect immediately, allowing time to effectuate other necessary measures such as
changes to the bylaws. 75 There is, in fact, a check box on the Certificate of
73
Plfs. MSJ at ¶¶ 46–48.
74
Id. at ¶ 46.
75
TEX. BUS. ORGS. CODE §§ 3.056(a), 4.052(b).
18
Amendment form where the filing entity indicates when the amendment will be
effective:
76
¶30 To accomplish the stated goal of switching the Temple to a membermanaged nonprofit corporation, the Temple’s board of directors could have
approved and filed new bylaws and an amended certificate of formation at the same
time, or it could have approved and filed the certificate of formation with a future
effective date first, then amended the bylaws. There may well be other means to
accomplish this goal, but these two examples are sufficient to demonstrate that
there is no “Catch 22.”
B. Plaintiffs have not shown that either the church-autonomy doctrine or general
principles of equity support their position.
¶31 Plaintiffs argue that even if the Temple has not undertaken the legal
steps necessary to become a member-managed nonprofit corporation governed by
76
Certificate of Amendment, available at https://www.sos.state.tx.us/corp/forms boc.shtml.
19
the 2025 Bylaws, the Court should declare it to be so by court order, bypassing the
steps required by the legislature for all other business entities. To support this
argument, Plaintiffs invoke the church-autonomy doctrine and unspecified
principles of equity. But Plaintiffs have not shown that either theory supports their
position here.
1. Plaintiffs have not shown that the church-autonomy doctrine supports
their position.
¶32 Texas courts apply a “neutral principles methodology,” under which
they lack jurisdiction to decide, and “must defer to the decisions of appropriate
ecclesiastical decision makers” with respect to, “questions of an ecclesiastical or
inherently religious nature,” but “apply neutral principles of law to nonecclesiastical issues involving religious entities,” including issues of corporate
formation and governance, “in the same manner as they apply those principles to
other entities and issues.” 77 This case presents a non-ecclesiastical issue of
corporate governance that can be decided by neutral application of Texas corporate
law, such that the Court has jurisdiction. 78 Here, as in Southern Methodist University
v. South Central Jurisdictional Conference of the United Methodist Church, the
Temple “chose to establish [itself] as a nonprofit corporation subject to Texas
77
S. Methodist Univ. v. S. Cent. Jurisdictional Conf. of the United Methodist Church, 716 S.W.3d 475, 482 (Tex. 2025) (quoting Masterson v. Diocese of Nw. Tex., 422 S.W.3d 594, 605–06 (Tex. 2013)).
78
See, e.g., S. Methodist Univ., 716 S.W.3d at 482; Masterson, 422 S.W.3d at 606.
20
corporations law,” and Plaintiffs’ “claims may be resolved by looking solely to
Texas statutes and [the Temple’s] articles of incorporation.” 79 The Court thus
applies the neutral-principles methodology, which “respects and enforces the
manner in which religious entities and their adherents choose to structure their
organizations and their property rights.” 80
¶33 Plaintiffs argue that the Court should exercise jurisdiction (at least so
long as the Court agrees with them) 81 and hold that they prevail under the churchautonomy doctrine. Plaintiffs are correct that the United States and Texas
79
S. Methodist Univ., 716 S.W.3d at 482; see also n.4, supra.
80
Id. at 483 (quoting Masterson, 422 S.W.3d at 606) (alterations omitted).
81
Initially, all parties agreed that the Court has jurisdiction over this case. Second Am. Pet. at ¶ 16; Joint Proposed Scheduling Order at 1; see also S. Methodist Univ., 716 S.W.3d at 483 (“[T]he Conference is the entity seeking relief from the courts, which of course may grant such relief only if they have jurisdiction over the dispute and the parties.”). Now, even though all claims at issue are claims that Plaintiffs themselves brought in this Court and repeatedly pleaded the Court has jurisdiction over, Plaintiffs appear to argue the Court has jurisdiction only to rule in favor of Plaintiffs and lacks jurisdiction to decide the Plaintiffs are not entitled to prevail. Plfs. Resp. at 1, 6. While there may be circumstances in which the Court’s jurisdiction is outcome-dependent, the Court concludes that this is not such a situation. Plaintiffs’ argument seems to be that the Court can only decide who has control over legal, secular governance issues but not who has control over ecclesiastical decisions. The Court need not and does not decide who controls the Temple’s ecclesiastical decisions in disposing of this case. Plaintiffs also cite several cases for the proposition that a court cannot tell a church who its members should be. Here too, the Court need not and does not decide who the Temple’s members are or can be—only the legal procedure under the Business Organizations Code for converting the Temple from a board-managed nonprofit corporation with no members to a member-managed nonprofit corporation with members. Moreover, the Court notes that this opinion and the Business Organization Code relate only to corporate membership and do not attempt to regulate a religious organization’s constituency, congregation, or other membership for ecclesiastic purposes.
21
Constitutions mandate robust protection of religious freedom. 82 But they fail to
show how those principles support their position here.
¶34 Plaintiffs argue that because the Temple has a congregational, rather
than hierarchical, religious structure, the Temple has chosen to be governed by
majority control. 83 According to Plaintiffs, the following factors demonstrate that
the Temple is congregational: “(1) the Temple is not affiliated with a parent
organization; (2) there are no ascending order of ecclesiastical judicatories in which
the Temple is subject to review and control; (3) the Temple is not subject to the
jurisdiction of any higher religious constitution; (4) there is no parent church
charter; (5) the repository of legal title resides with the Temple; and (6) there is no
standardized body that licenses or ordains ministers.” 84 Thus, Plaintiffs argue:
“Since the Temple is a congregational religious organization, ‘all ecclesiastical
remedies rest within the congregation itself.’” 85
¶35 All of this may be true, but the next steps of Plaintiffs’ argument fall
short. First, while all “ecclesiastical remedies” may rest with the congregation, the
82
See, e.g., U.S. CONST. amend. I (“Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof[.]”); TEX. CONST. art. I, § 6 (“No human authority ought, in any case whatever, to control or interfere with the rights of conscience in matters of religion, and no preference shall ever be given by law to any religious society or mode of worship.”). 83
Plfs. MSJ at ¶¶ 27–30.
84
Id. ¶ 27.
Id. at ¶ 28 (quoting Mangum v. Swearingen, 565 S.W.2d 957, 958 (Tex. App.—San Antonio 1978, 85
writ ref’d n.r.e.)).
22
parties’ dispute is over what steps were necessary to convert the Temple from a
board-managed corporation to a member-managed corporation—a nonecclesiastical matter than can be decided by the application of neutral laws.
Plaintiffs themselves admit in their petition: “Whether and how a corporation’s
directors or those entitled to control its affairs can change its articles of
incorporation and bylaws are secular, not ecclesiastical, matters.” 86
¶36 Importantly, all parties in this case agree that the Temple’s governance
ultimately should be placed in the hands of its trustees. 87 The issue before the Court
is simply whether the 2025 Bylaws accomplished that task or whether further action
needed to be taken. Ultimately, the dispute before the Court is one of corporate
management that does not hinder the Temple’s self-governance, and the Court need
not and does not resolve any ecclesiastical issues to decide it. 88
¶37 Plaintiff argues that some provisions of the 2025 Bylaws give the
trustees authority to make decisions that have the potential to touch on
ecclesiastical matters, rather than matters of corporate governance. But Plaintiffs
86
Second Am. Pet. at ¶ 69.
87
See, e.g., Plfs. MSJ at ¶¶ 7, 10, 29, 50; Defs. MSJ at 5.
88
See Masterson, 422 S.W.3d at 608 (distinguishing between ecclesiastical issues like a bishop’s determinations of which worshipers were loyal and constituted parish and secular issues like “whether the corporation’s bylaws were complied with when the vote occurred”); see also id. at 609 (“Absent specific, lawful provisions in a corporation’s articles of incorporation or bylaws otherwise, whether and how a corporation’s directors or those entitled to control its affairs can change its articles of incorporation and bylaws are secular, not ecclesiastical, matters.”).
23
have not asserted any claims regarding any ecclesiastical decision or shown any ripe
controversy between the parties over any ecclesiastical matter. 89 The actual, ripe
controversy shown by the pleadings is over whether the Temple’s Certificate of
Formation had to be amended before the members could elect a new board of
directors and executive committee under the 2025 Bylaws. 90 “To be sure, ‘courts
must be careful not to intrude upon internal matters of church governance,” 91 such
that they “impermissibly opine on matters of church doctrine.” 92 But the Court need
not do so here to resolve the summary-judgment motions before it.
¶38 Second, Plaintiffs do not seek to vest control of the Temple in all of its
devotees, regular attendants, or even all devotees who paid a membership
donation. 93 Instead, Plaintiffs seek to vest corporate control in the small segment of
devotees who paid the highest ($20,000) membership fee and thus became trustees.
Plaintiffs asserted at oral argument that these trustees, alone, constitute the
Temple’s “congregation.” But the basis on which Plaintiffs rely to establish that the
89
See, e.g., Plfs. Resp. at 6–7, 9–10. For example, no party asks the Court to resolve any remaining dispute over candidate eligibility.
90
See generally, Second Am. Pet.
91
S. Methodist Univ., 716 S.W.3d at 482 (quoting Westbrook v. Penley, 231 S.W.3d 389, 397 (Tex. 2007)).
92
Id.; see also n.103 and accompanying text, infra.
93
The parties agree that at least 10,000 individuals attend the Temple’s for worship services and festivals each year and at least 5,000 individuals attend the Temple’s prayer services and festivals each year. Defs. Resp. Exh. P-1 at 12.
24
Temple is congregational—facts tending to show that no higher authority controls
the Temple or its property—do not also tend to establish that the Temple’s
congregation is only its biggest donors. The only basis Plaintiffs cite for their
position that the trustees alone constitute the Temple’s congregation is the 2025
Bylaws. But the 2025 Bylaws were adopted by the 2024 Board—the same body that
later revoked them. 94 Moreover, the 2025 Bylaws do not say that the trustees
constitute the Temple’s entire congregation. 95 To the contrary, the 2025 Bylaws
indicate that the trustees do not constitute the entire congregation by imposing on
the trustees responsibility to “safeguard the temple’s reputation and act in its best
interest, avoiding conflicts of interest and making decisions that benefit the entire
congregation.” 96
¶39 Finally, the Temple had the same congregational structure in 2007
when it elected not to have members and to place corporate governance in the hands
of a board of directors. 97 No party contends those original elections were invalid. It
is not clear to the Court why it would be inherently inconsistent for the Temple to
94
SF 12; JX 9. Throughout most of their MSJ, Plaintiffs assert that the 2024 Board adopted the 2025 Bylaws. See Plfs. MSJ at ¶¶ 2, 10, 11, 20, 29–31, 33, 41. But at one point Plaintiffs assert that “the Temple (by its Trustees, or congregation) ratified the [2025] Bylaws.” Plfs. MSJ at ¶ 31. Plaintiffs cite no evidence in support of this proposition and have not pointed to any evidence that the Temple’s congregation or its trustees (those of the congregation who pay the membership fee) ever took any vote on the 2025 Bylaws.
95
JX 10.
96
Id. at § 2.1(3).
97
JX 1–2.
25
elect to have a congregational ecclesiastical structure and a board-managed
corporate structure, which is exactly what the Temple did from 2007 through 2025.
Nor is the Court aware of any requirement that the trustees must constitute the
Temple’s entire congregation to be made the Temple’s managing members once the
Certificate of Formation and bylaws are properly amended. The Temple is free to
change its chosen corporate-governance structure, and the statutorily prescribed
steps for doing so do not inhibit that choice. The Temple simply failed to file an
amended certificate of formation when it enacted the 2025 Bylaws—an error that is
readily remedied. Even Plaintiffs assert: “[a]n amended certificate of formation is a
simple form that takes a few hours to file.” 98
¶40 Plaintiffs next argue that the 2025 Bylaws establish that it is the “will
of the majority” that the overall governance of the Temple be vested in the trustees
rather than its board of directors, and the Court cannot “second-guess” that will. 99
Again, the 2025 Bylaws were adopted by the same people who later revoked them:
the 2024 Board. 100 It is not clear how these bylaws establish “the will of the
majority.” Regardless, as discussed above, whether the Temple should be managed
by a board of directors or its trustees is not in dispute in this lawsuit; the only dispute
98
Plfs. MSJ at ¶ 37.
99
Id. at ¶ 29 (citation and brackets from original omitted, citing JX 10 at ¶ 2.1). 100
SF 12; JX 9.
26
is over what legal steps must be taken to accomplish that goal and whether that goal
was accomplished before this lawsuit. The Business Organizations Code answers
that question and does not interfere with the Temple’s ability to elect to be member
managed. It was the Temple that elected to be board managed in the first place, 101
and the process for changing that election is both simple and neutral. 102
¶41 The constitutions and laws of Texas and the United States
unquestionably provide robust protection of religious freedom and a religious
establishment’s right to decide for itself, free from governmental interference,
matters of faith, doctrine, and church governance. 103 There is simply no evidence of
any impediment to those rights here.
2. Unspecified doctrines of equity do not support the Plaintiffs’ position.
¶42 Plaintiffs assert that the 2024 Board could have, and should have,
amended the Certificate of Formation sooner, and unfairly used its failure to do so
101
JX 1, 2.
102
See TEX. BUS. ORGS. CODE §§ 22.101–.108.
103
E.g., In re Lubbock, 624 S.W.3d 506, 513 (Tex. 2021) (“Churches have a fundamental right under the First Amendment to decide for themselves, free from state interference, matters of church governance as well as those of faith and doctrine.”); Our Lady of Guadalupe Sch. v. Morrissey-Berru, 591 U.S. 732, 737 (2020) (“The First Amendment protects the right of religious institutions ‘to decide for themselves, free from state interference, matters of church government as well as those of faith and doctrine.’” (quoting Kedroff v. Saint Nicholas Cathedral of Russian Orthodox Church in N. Am., 344 U.S. 94, 116 (1952))); see also S. Methodist Univ., 716 S.W.3d at 498–99 (Young, J., concurring) (describing this “broad prohibition against the ‘government’ in toto” as a principle that “does not merely confer rights, as important as they are; it also provides an absolute boundary dividing civil governmental power from a wholly different realm of sovereignty”).
27
to revoke the 2025 Bylaws. 104 Plaintiffs argues that “[p]rinciples of equity prohibit
Defendants from benefiting from their own fault,” and therefore “the Temple asks
that the Court, as a matter of equity, to declare the [2025] Bylaws as the valid,
governing bylaws of the Temple.” 105 But Plaintiffs never identify which equitable
doctrine they are relying on, much less attempt to show how the evidence
establishes the elements of any such doctrine. 106 Moreover, Plaintiffs provide no
authority indicating that a court can rely on general principles of equity to override
an express statutory mandate.
C. Plaintiffs have not carried their burden as summary-judgment movants.
¶43 In conclusion, Plaintiffs have not shown that, as a matter of law, they
are entitled to summary judgment on their request for a declaration that the 2025
Bylaws are valid under Texas law. The Court therefore DENIES Plaintiffs’ MSJ.
104
Plfs. MSJ at ¶¶ 35–37.
105
Id. at ¶ 40.
106
Although Plaintiffs do not specify any particular equitable doctrine in their MSJ, they label this argument “equitable estoppel” in their response to Defendants’ MSJ. Pltfs. Resp. at 13. “Equitable estoppel requires proof of five elements: [‘](1) a false representation or concealment of material facts; (2) made with knowledge, actual or constructive, of those facts; (3) with the intention that it should be acted on; (4) to a party without knowledge or means of obtaining knowledge of the facts; (5) who detrimentally relies on the representations.[’]” PDT Holdings, Inc. v. City of Dallas, 712 S.W.3d 597, 603 (Tex. 2025) (quoting Shields Ltd. P’ship v. Bradberry, 526 S.W.3d 471, 486 (Tex. 2017)). Plaintiffs make no effort to argue that these elements five elements are present here or identify summary-judgment evidence tending to support these elements.
28
Defendants’ MSJ
¶44 As discussed above, Plaintiffs assert claims for declaratory judgment 107
and promissory estoppel. 108 Defendants seeks summary judgment on both counts.109
A. Plaintiffs’ declaratory-judgment action fails as a matter of law.
¶45 Plaintiffs seek declaratory judgment that:
(1) the 2025 Bylaws are the Temple’s current, governing bylaws;
(2) any actions taken by the 2024 Board in contravention of the 2025
Bylaws after their ratification (on July 13, 2025) are invalid; and
(3) any actions taken by the Temple related to its internal governance after
ratification of the 2025 Bylaws are valid. 110
¶46 The Court cannot issue these declaratory judgments because, as
discussed above, the 2025 Bylaws are trumped by the Certificate of Formation with
respect to whether the Temple’s corporate governance rests in the hands of its board
of directors or its members. The Plaintiffs’ declaratory-judgment claims thus fail as
a matter of law.
107
Second Am. Pet. at ¶¶ 66–73.
108
Id. at ¶¶ 74–77.
109
Defendants’ MSJ is directed only at the claims asserted by the individual Plaintiffs, as Defendants assert that the individual Plaintiffs lack authority to bring (the same) claims on behalf of the Temple and the Court lacks jurisdiction over claims purportedly asserted on behalf of the Temple. In conjunction with this opinion, the Court entered an order granting Defendants’ Rule 12 Motion to Show Authority and striking the claims Plaintiffs assert on behalf of the Temple. Defendants’ MSJ thus addresses the claims of all Plaintiffs remaining in the case. 110
Second Am. Pet. at ¶¶ 69, 71, 73; see also SF 12–13; JX 9–10.
29
¶47 In their response to Defendants’ MSJ, Plaintiffs raise many of the
arguments addressed above. They also argue that fact issues prevent summary
judgment on these claims. 111 But most of the “fact issues” Plaintiffs identify are not
actually disputes over what occurred but rather what the legal effect of those
occurrences are. In deciding the motions at issue here, the Court does not rely on
any controverted facts; it relies only on the stipulated facts and facts established by
uncontroverted evidence.
¶48 Plaintiffs also raise defensive theories, addressed below.
1. Plaintiffs have not raised a fact issue on their equitable estoppel defense.
¶49 Plaintiffs raise a defense they label “equitable estoppel,” asserting
essentially the same argument addressed above under general principles of equity. 112
Specifically, Plaintiffs contend that Defendants should have amended the certificate
of formation when they adopted the 2025 Bylaws and promised—but failed—to do
so. Based on this, they argue that “[e]quitable principles do not permit the
Defendants to benefit from their own bad acts” and “[t]here is a fact issue whether
equity allows Defendants to maintain their control due to their own failure to
act.” 113
111
Plfs. Resp. at 10–19.
112
See “Plaintiffs’ MSJ,” Part B(2), supra.
113
Plfs. Resp. at 13–14.
30
¶50 A party asserting estoppel bears the burden of proving the essential
elements of the doctrine asserted. 114 To prevail on equitable estoppel, Plaintiffs must
prove that (1) Defendants misrepresented or concealed material facts;
(2) Defendants had actual or constructive knowledge of those facts; (3) Defendants
intended Plaintiffs to act in reliance on their misrepresentation or concealment;
(4) Plaintiffs did not have knowledge or means of obtaining knowledge of the true
facts; and (5) Plaintiffs detrimentally relied on the representation or concealment. 115
Plaintiffs’ summary-judgment response does not address these elements or attempt
show that the summary-judgment evidence raises a fact issue on each of these
elements. For example, Plaintiffs do not argue or identify evidence to show that, at
the time of the Disputed Election, they did not know and could not have discovered
that the Certificate of Formation had not been amended to select member
management instead of board management. To the contrary, the Stipulated Facts
and Joint Exhibits reflect that the Temple’s devotees were informed of the
Certificate of Formation problem on October 29, 2025, before the Disputed
114
Concord Oil Co. v. Alco Oil & Gas Corp., 387 S.W.2d 635, 639 (Tex. 1965).
See PDT Holdings, 712 S.W.3d at 603; Shields Ltd., 526 S.W.3d at 486; Johnson & Higgins of 115
Tex., Inc. v. Kenneco Energy, Inc., 962 S.W.2d 507, 515–16 (Tex. 1998).
31
Election. 116 And certificates of formation are public records filed with the Secretary
of State and available to the public. 117
2. Plaintiffs have not raised a fact issue on waiver or ratification.
¶51 Next, Plaintiffs argue that from July 13 to October 27, 2025, “over
three months[,] the Defendants repeatedly represented and acted as though the
[2025] Bylaws were the governing bylaws, including initiating the November
elections,” and that “Defendants’ words and acts create a fact issue of whether they
waived any right to later challenge the bylaws that they themselves adopted, or
alternatively ratified any defective acts by initially supporting those acts.” 118
¶52 As an initial matter, waiver and ratification are generally affirmative
defenses or pleas in avoidance that must be pleaded by the party asserting them. 119
Plaintiffs have not pleaded either. 120
116
SF 19; JX 14.
117
See Copies and Certificates, TEX. SEC’Y OF STATE, https://www.sos.state.tx.us/corp/copies.shtml.
118
Plfs. Resp. at 14; see also id. at 15.
119
See TEX. R. CIV. P. 94; ConocoPhillips Co. v. Hahn, 704 S.W.3d 515, 526 (Tex. 2024) (“[R]atification is a plea in avoidance and thus is an affirmative defense which must be pleaded.” (quoting Petroleum Anchor Equip., Inc. v. Tyra, 419 S.W.2d 829, 834 (Tex. 1967) (alteration in original)); T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 223 (Tex. 1992) (holding that, because plaintiff failed to plead waiver, it lost the right to argue that defendants waived their right to assert impairment of collateral defense); Royal Typewriter Co. v. Vestal, 572 S.W.2d 377, 378– 79 (Tex. App.—Houston [14th Dist.] 1978, no writ) (holding that plaintiff was required to plead ratification in response to defendants’ pleaded defenses). Defendants have pleaded revocation of the 2025 Bylaws. See First Am. Answer at ¶ 2.
See generally, Second Am. Pet. Plaintiffs’ live petition makes no reference to waiver at all. Id. 120
While the petition references ratification, all such references are to the 2024 Board’s original
32
¶53 Waiver is “an intentional relinquishment of a known right or
intentional conduct inconsistent with claiming that right.” 121 To prevail on waiver,
Plaintiffs must show that Defendants (1) held an existing right, (2) had knowledge
of its existence, and (3) actually intended to relinquish the right or engaged in
intentional conduct inconsistent with the right. 122 Even assuming this defense is
applicable here and could be used to make the 2025 Bylaws control over the
Certificate of Formation in contravention of Section 22.102 of the Business
Organization Code, Plaintiffs’ summary-judgment response does not identify these
elements or attempt to show how the evidence raises a fact issue on all such
elements. Nor does Plaintiffs’ response explain how complying with the 2025
Bylaws before discovering that they conflicted with the Certificate of Formation
demonstrates an intent to relinquish the right to revoke the 2025 Bylaws after
learning of the conflict.
¶54 “Ratification is [1] the adoption or confirmation by a person [2] with
knowledge of all material facts [3] of a prior act [4] which did not then legally bind
adoption of the 2025 Bylaws in July 2025, which the parties refer to as “ratification” of them. See id. at ¶¶ 43–45, 56, 58, 61, 68, 71, 73, 75.
Jernigan v. Langley, 111 S.W.3d 153, 156 (Tex. 2003) (quoting Sun Exploration & Prod. Co. v. 121
Benton, 728 S.W.2d 35, 37 (Tex. 1987), and citing U.S. Fid. & Guar. Co. v. Bimco Iron & Metal Corp., 464 S.W.2d 353, 357 (Tex. 1971)).
122
See Ulico Cas. Co. v. Allied Pilots Ass’n, 262 S.W.3d 773, 778 (Tex. 2008).
33
him and [5] which he had the right to repudiate.” 123 Again, even assuming this
defense is applicable here, Plaintiffs do not address these elements or attempt to
show that the evidence raises a fact issue on each of them. For example, Plaintiffs
do not attempt to identify evidence that the 2024 Board was aware of the conflict
between the 2025 Bylaws and the Certificate of Formation before Sloan discovered
it and informed the board (and shortly thereafter, the rest of the Temple) of the issue.
¶55 Additionally, the Business Organizations Code provides a procedure
for nonprofit corporations to ratify “a defective corporate act” that would otherwise
be “ineffective, void, or voidable solely as a result of a failure of authorization.” 124
No party pleaded that this procedure was satisfied here, nor are these statutory
provisions addressed in the parties’ summary-judgment briefing.
¶56 For the reasons above, the Court GRANTS Defendants’ request for
summary-judgment on Plaintiffs’ declaratory-judgment claims.
B. Plaintiffs’ promissory-estoppel claim fails as a matter of law.
¶57 In support of their claim for promissory estoppel, Plaintiffs allege that:
the 2024 Board repeatedly “promised to file an amended certificate of formation to
change the Temple to a member-based organization, hold elections, and elect a new
Board of Directors, all in accordance with the [2025] Bylaws,” and the Temple’s
123
BPX Operating Co. v. Strickhausen, 629 S.W.3d 189, 196 (Tex. 2021).
124
TEX. BUS. ORGS. CODE § 22.502(a); see also id. §§ 22.502(b)(2)–(3), 22.503–.512.
34
members substantially relied on that promise to their detriment. 125 Defendants
argue that this claim fails as a matter of law because Plaintiffs “have disclaimed any
right to monetary relief or damages, which is the exclusive remedy available for
[promissory estoppel].” 126 Plaintiffs respond that the authorities Defendants rely on
address what kind of monetary damages are available for a promissory-estoppel
claim—reliance versus expectation—not whether a party must have monetary
damages to pursue such a claim. 127 They concede that they do not seek monetary
damages, but they argue that “courts are permitted to grant injunctive relief based
on promissory estoppel claims” 128 and point out that they seek injunctive relief. 129
The Court holds that Plaintiffs’ promissory-estoppel claim fails as a matter of law
because Plaintiffs do not seek damages and the injunctive relief they seek is not the
kind of restorative relief available for that claim.
¶58 “Promissory estoppel generally is a defensive doctrine in that it estops
a promisor from denying the enforceability of the promise.” 130 It is quasi-contractual
125
Second Am. Pet. at ¶¶ 74–77.
126
Defs. MSJ at 18–19.
127
Plfs. Resp. at 19.
Id. (citing Sw. Water Servs., Inc. v. Cope, 531 S.W.2d 873, 877 (Tex. App.—Fort Worth 1975, 128
writ ref’d n.r.e.)).
129
Id.
Trammell Crow Co. No. 60 v. Harkinson, 944 S.W.2d 631, 636 (Tex. 1997) (citing Wheeler v. 130
White, 398 S.W.2d 93, 96 (Tex. 1965)); see also Moore Burger, Inc. v. Phillips Petroleum Co., 492 S.W.2d 934, 936 (Tex. 1972).
35
in nature and may be raised when the promise is unenforceable under a strict
contract theory. 131 Depending on the court and the context, Texas courts of appeals
have sometimes recognized promissory estoppel as a valid basis for an affirmative
claim and sometimes limited promissory estoppel to defensive uses. 132 For purposes
of this opinion, the Court assumes (without deciding) promissory estoppel can be
asserted as an affirmative claim here.
¶59 The Court agrees with Plaintiffs that Defendants’ authority establishes
that the appropriate damages for promissory estoppel are reliance damages rather
than expectation damages—not that damages are the exclusive remedy for
See, e.g., Sun Oil Co. (Del.) v. Maeley, 626 S.W.2d 726, 734 (Tex. 1981); Wheeler, 398 S.W.2d at 131
96–97.
132
See, e.g., Lotito v. Knife River Corp.-S., 391 S.W.3d 226, 227 (Tex. App.—Waco 2012, no pet.) (discussing precedent and holding that promissory estoppel is basis for affirmative claim in bid construction cases but not employment cases); Stanley v. CitiFinancial Mortg. Co., 121 S.W.3d 811, 820 (Tex. App.—Beaumont 2003, pet. denied) (“Appellants, in this case, seek to use the doctrine of promissory estoppel as an affirmative basis for relief. While recognizing there is authority to the contrary, this Court has held, and holds in this case, that promissory estoppel is defensive only, and cannot constitute a basis for affirmative relief.” (footnote omitted)); Robbins v. Payne, 55 S.W.3d 740, 747 (Tex. App.—Amarillo 2001, pet. denied) (“Promissory estoppel is a defensive doctrine which permits one who has relied on a promise to prevent an attack on the enforceability of the promise. The doctrine does not establish a cause of action or, in the words of our supreme court, does ‘not operate to create liability where it does not otherwise exist.’” (citations omitted, quoting Hruska v. First State Bank of Deanville, 747 S.W.2d 783, 785 (Tex. 1988))); Jefferson Cnty. Drainage Dist. No. 6 v. Lower Neches Valley Auth., 876 S.W.2d 940, 953 (Tex. App.—Beaumont 1994, writ denied) (“We interpret the recent Texas Supreme Court opinions on the doctrine of estoppel as denying estoppel as a basis for affirmative relief.”); see also Hruska, 747 S.W.2d at 785 (“The function of waiver or estoppel is to preserve rights, not to create independent causes of action. Waiver and estoppel are defensive in nature and operate to prevent the loss of existing rights. They do not operate to create liability where it does not otherwise exist.” (citations omitted)).
36
promissory estoppel. 133 Generally, the elements of promissory estoppel are: “(1) a
promise, (2) foreseeability of reliance thereon by the promisor, and (3) substantial
reliance by the promisee to his detriment.” 134 Monetary damages are not an
element—perhaps because of the doctrine’s primarily defensive nature. The Court
thus agrees with Plaintiffs that the absence of damages is not, alone, fatal to their
promissory estoppel claim; at least in theory, their request for an injunctive relief
could be an alternative, equitable remedy available on that claim.
¶60 However, Defendants’ authorities also reflect that the relief available
for promissory estoppel, whether asserted defensively or as an affirmative claim, is
for the reliance injury rather than the expectation injury—i.e., the remedy is to put
the claimant back in the position the claimant was in before relying on the
defendant’s promise, not the position the claimant expected to be in if the defendant
had fulfilled the promise. 135 These cases discuss this concept in the context of
133
See Sun Oil, 626 S.W.2d at 734; Thomas Oilfield Servs., LLC v. Clark, No. 12-18-00344-CV, 2019 WL 3024765, at *2 (Tex. App.—Tyler July 10, 2019, no pet.); Range v. Calvary Christian Fellowship, 530 S.W.3d 818, 831 (Tex. App.—Houston [14th Dist.] 2017, pet. denied); Lamajak, Inc. v. Frazin, 230 S.W.3d 786, 794 (Tex. App.—Dallas 2007, no pet.).
English v. Fischer, 660 S.W.2d 521, 524 (Tex. 1983); see also RESTATEMENT (SECOND) OF 134
CONTRACTS § 90.
135
See, e.g., Fretz Const. Co. v. S. Nat. Bank of Houston, 626 S.W.2d 478, 483 (Tex. 1981) (“Damages recoverable in a case of promissory estoppel are not the profit that the promisee expected, but only the amount necessary to restore him to the position he would have been in had he not acted in reliance on the promise.’); Wheeler, 398 S.W.2d at 97 (“Where the promisee has failed to bind the promisor to a legally sufficient contract, but where the promisee has acted in reliance upon a promise to his detriment, the promisee is to be allowed to recover no more than reliance damages measured by the detriment sustained. Since the promisee in such cases is partially responsible for his failure to bind the promisor to a legally sufficient contract, it is reasonable to
37
damages, because that was the remedy sought there (and in most such cases), but
the underlying principle is equally applicable to equitable relief: “all that is required
to achieve justice is to put the promisee in the position he would have been in had he
not acted in reliance upon the promise.” 136 The injunctive relief Plaintiffs seek here
does not fit the bill.
¶61 Plaintiffs seek an injunction that “orders Defendants to cease any acts
touching upon the management of the Temple, vacate the Temple’s principal office,
and turnover all books, records, and other effects of the Temple to the newly elected
board of directors.” 137 This injunctive relief is plainly designed to effectuate the
declaratory judgments Plaintiffs seek, 138 and Plaintiffs sought it before they even
pleaded a promissory-estoppel claim. It is likely unavailable given the Court’s
substantive rulings on the Plaintiffs’ declaratory-judgment claims. But even if the
conclude that all that is required to achieve justice is to put the promisee in the position he would have been in had he not acted in reliance upon the promise.”); Bechtel Corp. v. CITGO Prods. Pipeline Co., 271 S.W.3d 898, 928 (Tex. App.—Austin 2008, no pet.) (“CITGO's damages are not reimbursement for any amounts it expended in reliance on the promises, but compensation for consequential losses CITGO claimed it incurred when appellants failed to perform their promises. Such damages are in the nature of expectancy damages: they place CITGO in the position it claims it would have been had the promises been kept. Such damages are not recoverable through promissory estoppel.”).
136
Wheeler, 398 S.W.2d at 97.
137
Second Am. Pet. at ¶ 24.
138
Indeed, the injunctive-relief section of Plaintiffs’ operative petition is titled “Request for Ancillary Injunctive Relief” (emphasis added) and specifically bases the request for an injunction on the assertion that the Plaintiff Board “manages the Temple” and needs the requested relief to carry out that role. See Second Am. Pet. ¶¶ 7–8, 10, 65, 79.
38
requested injunction were otherwise suitable for Plaintiffs’ promissory-estoppel
claim, it would not be an appropriate remedy for that claim because it does not seek
the kind of relief available under a promissory-estoppel theory—i.e., it does not seek
to put Plaintiffs in the position they were in before they relied on Defendants’
alleged promises.
¶62 For these reasons, the Court GRANTS Defendants’ request for
summary judgment on Plaintiffs’ claim for promissory estoppel.
Conclusion
¶63 The Court DENIES Plaintiffs’ MSJ and GRANTS Defendants’ MSJ.
This is not a final judgment, as Defendants’ claim for attorney’s fees under the
Declaratory Judgment Act remains pending. Defendants must file any motion for
attorney’s fees by July 24, 2026, and Plaintiffs must file any response by July 31,
2026. Any party may request an oral hearing on any motion for attorney’s fees by
complying with Third Division Court Procedure VI(C) by July 27, 2026; otherwise,
it will be submitted to the Court on written submission at 9 a.m. on August 3, 2026.
Date signed: July 14, 2026
Hon. Melissa Andrews
Judge of the Texas Business Court,
Third Division
39