2015 UT App 125
THE UTAH COURT OF APPEALS
DAO TRANG PHAP HOA,
Plaintiff, Counterclaim Defendant, and Appellee,
v.
VIETNAMESE UNIFIED BUDDHIST ASSOCIATION OF UTAH, THUAN
TRAN, HOA VO, AND CHUC PHAN,
Defendants, Counterclaim Plaintiff, and Appellants.
VIETNAMESE UNIFIED BUDDHIST ASSOCIATION OF UTAH,
Third-party Plaintiff and Appellant,
v.
VIETNAMESE-AMERICAN UNIFIED BUDDHIST CONGRESS
IN THE UNITED STATES OF AMERICA,
Third-party Defendant and Appellee.
Opinion
No. 20130998-CA
Filed May 21, 2015
Third District Court, Salt Lake Department
The Honorable Kate A. Toomey
No. 110911069
S. Grace Acosta, Attorney for Appellants Vietnamese
Unified Buddhist Association of Utah, Hoa Vo, and
Chuc Phan
Terry M. Plant and Stewart B. Harman, Attorneys for
Appellant Thuan Tran
David L. Mortensen, Jill M. Pohlman, and Dallis N.
Rohde, Attorneys for Appellees Dao Trang Phap Hoa
and Vietnamese-American Unified Buddhist
Congress in the United States of America
JUDGE JOHN A. PEARCE authored this Opinion, in which JUDGES
JAMES Z. DAVIS and J. FREDERIC VOROS JR. concurred.
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
PEARCE, Judge:
¶1 This matter concerns the ownership of a Buddhist temple.
The district court granted summary judgment to the entity that
holds title to the temple on claims that the title owner held the
temple in constructive trust for the members of an organization
that formerly owned the temple. Those members appealed the
grant of summary judgment. Because the district court did not
err in determining that the members lacked standing to assert a
constructive trust, we affirm.
BACKGROUND
¶2 In April of 1993, the Vietnamese Buddhist Alliance
Society of Utah (the Society) filed articles of incorporation with
the State of Utah. The Society started with approximately a
dozen members and was formed as a non-profit religious entity.
Thuan Tran, Hoa Vo, and Chuc Phan were appointed to its
board of trustees. In 1994, the Society became a member of the
Vietnamese-American Unified Buddhist Congress in the United
States of America (the Congress).
¶3 In 1994, the Society purchased two undeveloped lots with
plans to build a temple on them. In 1996, the Society decided not
to build on the lots but to instead purchase an unused library
and convert it into a temple. The Society acquired the building in
October of 1996, and the purchase deed transferred title to the
‚Vietnamese/Buddhist Alliance Church.‛1 The former library
was then consecrated as the Pho Quang Pagoda.
1. The Vietnamese/Buddhist Alliance Church was apparently
one of several names employed by the Society. In order to
‚correct vesting,‛ the property was quitclaimed to the Society
under its official name in March of 1997.
20130998-CA 2 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
¶4 At some point in 1999, a group of ‚about 19 people‛
including Te Phan, an original member of the Society, alleged
that Thuan Tran intended to deed the Pagoda to his heirs. To
quell such rumors, Thuan Tran proposed that the Society deed
the Pagoda to the Congress, apparently intending that the
Congress would ‚hold it for *the Society+.‛ Thuan Tran informed
the board of the Society of his plan and allegedly claimed that
the Congress would be the owner of the Pagoda ‚on paper only‛
and that the Society would retain control of the operation and
maintenance of the Pagoda. However, the board’s letter to the
Congress stated that they ‚voluntarily immolate all the
properties of Pho Quang [Pagoda] to [the Congress] without any
binding conditions.‛2 A majority of the Society’s members voted
to transfer ownership of the Pagoda, and Thuan Tran, in his role
as the president of the board of trustees, conveyed the Pagoda to
the Congress by quitclaim in March 2000 without any express
reservation of rights. None of the documents evidencing the
transfer mention or even suggest that the parties intended
Congress to hold the property in trust.
¶5 The Society last renewed its corporate registration with
the Utah Department of Commerce on March 4, 1999, and its
registration expired on June 26, 2001. Nevertheless, some
members of the Society continued to hold meetings. At a
November 20, 2005 meeting, those present voted to ‚change
*the+ corporate name.‛ However, on December 8, 2005, rather
than amending the Society’s articles of incorporation, Hoa Vo
and two other people registered a new entity named the
Vietnamese Unified Buddhist Association of Utah (the
Association) with the Utah Department of Commerce. Some, but
2. This letter was originally written in Vietnamese and we quote
the certified translation included in the record. From context and
the parties’ briefing, we understand the word ‚immolate‛ to
signify a transfer.
20130998-CA 3 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
not all, of the Society’s members became members of the
Association.
¶6 In 2009, the Congress appointed Thich Tri Lang, a
Buddhist monk, to manage the Pagoda. Thich Tri Lang was the
president of Dao Trang Phap Hoa, a religious organization that
was also a member of the Congress. In February of 2011, the
Congress transferred ownership of the Pagoda to Dao Trang
Phap Hoa and charged Thich Tri Lang with providing spiritual
guidance to those seeking it at the temple. This transfer was
memorialized in a quitclaim deed recorded on March 4, 2011.
¶7 On May 5, 2011, Dao Trang Phap Hoa filed a complaint
seeking to evict the Association from the Pagoda. The complaint
named as defendants the Association, Thuan Tran, Hoa Vo, and
Chuc Phan (Defendants). The Association filed a counterclaim
against Dao Trang Phap Hoa and a third-party complaint
against the Congress, alleging that the Congress held the Pagoda
in trust for the benefit of the Association. Both camps eventually
filed motions for summary judgment.
¶8 The district court first considered whether there was a
genuine issue of material fact as to the existence of a trust. It
determined that there was no documentary evidence of a written
trust. It next ruled that the Association could not show that an
oral express trust existed, because there was no evidence
‚establish*ing+ the Congress’s agreement to hold [the Pagoda] in
trust.‛ The district court also determined that the Association
lacked standing to seek imposition of a constructive trust.
Finally, the district court noted that the statute of limitations
appeared to bar the Association’s counterclaims. 3 The district
3. Although the district court noted that the claims appeared to
be time-barred, it determined that ‚the Court need not decide
this‛ issue in light of its other legal conclusions. Because the
(continued…)
20130998-CA 4 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
court granted summary judgment to the Congress and certified
its decision as final for appeal pursuant to rule 54(b) of the Utah
Rules of Civil Procedure.
ISSUES AND STANDARD OF REVIEW
¶9 Defendants contend (1) that the district court improperly
engaged in factfinding regarding the existence of an oral express
trust and (2) that the Association had standing to seek, and had
introduced sufficient evidence to support, imposition of a
constructive trust. On appeal from a district court’s summary
judgment ruling, we view the facts and all reasonable inferences
drawn therefrom in the light most favorable to the nonmoving
party and review the district court’s legal conclusions and
ultimate grant or denial of summary judgment for correctness.
Giles v. Mineral Res. Int’l, Inc., 2014 UT App 259, ¶ 2, 338 P.3d
825.
ANALYSIS
I. Standing
¶10 We first address whether the Association had standing to
seek imposition of a constructive trust. The district court
determined that the Association and the Society were distinct
legal entities:
Some of the members are the same, but not all, and
indeed some members of the Society are not
members of the Association. Likewise, the
(…continued)
statute of limitations was not a basis for the district court’s
decision, we do not address the issue on appeal.
20130998-CA 5 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
leadership of the organizations has not been
identical. There was no consolidation of the
organizations, and approximately four years
lapsed between the Society’s cessation of
operations and the initiation of the Association.
They have different articles of incorporation,
identified by different names.
The district court then noted that Defendants had not identified
‚any transfer, merger, or assignment that would support the
factual and legal conclusion that whatever the Congress owed to
the Society, it now owes to the Association.‛
¶11 On appeal, Defendants contend that they had no
obligation to ‚introduce such evidence because *their] theory is
that there was no transfer, merger, or assignment because the
group[] simply changed its name.‛ They then cite a litany of
evidence showing that the Society used multiple English names,
including ‚Vietnamese Unified Buddhist Association of Utah,‛
and a single Vietnamese name, ‚Hôi Phât Giaó Viêt Nam Thô’ng
Nhâ’t Utah.‛ Defendants also point to the significantly
overlapping (though not identical) membership of the two
organizations as evidence suggesting that they were a single
entity.
¶12 Defendants also refer to utility bills and bank statements
addressed to a multitude of names, including those of the
Society and the Association. Despite the disparate names, this
correspondence was sent to a single address. Defendants argue
that this evidence created a factual dispute as to whether the two
organizations were in fact a single entity whose name had been
changed.4
4. Defendants refer to many of the alternative names as ‚DBAs,‛
or ‚doing business as‛ names, but cite no evidence showing that
(continued…)
20130998-CA 6 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
¶13 Defendants do not dispute that the legal documents show
that the Society and the Association are two separate legal
entities.5 Instead, they argue that by pointing to evidence that
many of the members of the Society were also members of the
Association and acted as if the two entities were one and the
same, they created a genuine issue of material fact to be resolved
at trial regarding whether the Association was simply the
Society acting under a different name. Defendants do not,
however, provide any case law or other authority supporting
their argument that the district court was entitled to look past
the corporate filings because some of the members of the original
entity believed that the new organization was either a
continuation of or a successor to the original. Cf. Fletcher
Cyclopedia of the Law of Corporations § 2453 (2014) (‚An
amendment to change the corporate name follows the same
procedural steps as any other amendment to the articles or
certificate of incorporation.‛).
¶14 The issuance of a certificate of incorporation creates a new
corporation. See Vincent Drug Co. v Utah State Tax Comm’n, 407
P.2d 683, 684 (Utah 1965) (noting that ‚a corporation begins to
exist upon the issuance of the certificate of incorporation‛),
overruled on other grounds as recognized by American Vending Servs.,
(…continued)
the names were in fact DBAs registered with the Utah
Department of Commerce.
5. Several members of the Society voted to change the name of
the organization. However, instead of filing an amendment to
the Society’s articles of incorporation, Hoa Vo and two other
members registered a new corporate entity—the Association.
The Association had its own articles of incorporation and was
assigned a separate entity number by the Utah Department of
Commerce.
20130998-CA 7 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
Inc. v. Morse, 881 P.2d 917 (Utah Ct. App. 1994). And ‚[i]t is a
fundamental precept of corporate law that each corporation is a
separate legal entity.‛ Kreisler v. Goldberg, 478 F.3d 209, 213 (4th
Cir. 2007); In re Biorge, No. 10-23318, 2011 WL 1134109, at *1
(Bankr. D. Utah Mar. 28, 2011) (same).
¶15 Two corporate entities ‚are separate and distinct legal
entities‛ even if they have identical memberships and
ownerships. See Surgical Supply Ctr. v. Industrial Comm’n, Dep’t of
Emp’t Sec., 223 P.2d 593, 595 (Utah 1950); see also Institutional
Laundry, Inc. v. Utah State Tax Comm’n, 706 P.2d 1066, 1067–68
(Utah 1985) (per curiam) (holding that a subsidiary corporation
was a separate legal entity obligated to pay sales taxes on
services it provided to its parent corporation despite being
wholly owned by the parent corporation and having an identical
board of directors). Our supreme court has further held that two
corporations that had the same management and were
‚practically indistinguishable‛ were nevertheless separate
entities and thus ‚refuse*d+ to recognize them as the same entity
for standing to sue on a contract.‛ Holmes Dev., LLC v. Cook, 2002
UT 38, ¶ 53 n.6, 48 P.3d 895.
¶16 Defendants seek to avoid the reach of this principle by
arguing that the cases illustrating it all involved deliberate
attempts to operate as separate corporations. Defendants assert
that they fall outside that case law because they did not intend
for the Association and the Society to be two separate
corporations and they were ‚really a continuation of each other.‛
Defendants did not provide this court with any legal authority to
establish that this is a distinction of legal significance. The
undisputed evidence before the district court demonstrated that
the Society’s corporate registration lapsed in 2001 and the
Association was formed in 2008. There was no evidence before
the district court that any of the Society’s rights or obligations
were ever formally transferred to the Association. Without case
law or other authority attaching legal significance to the fact that
20130998-CA 8 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
some members believed and acted as if the Society and
Association were the same entity, we are left with the general
rule that two organizations with separate corporate filings are
treated as distinct entities.6
¶17 Accordingly, we conclude that the district court did not
err in determining that the Society and the Association were
separate legal entities and that the Association lacked standing
to press claims properly belonging to the Society.
II. Remaining Claims
¶18 Defendants contend that ‚*t+he juxtaposition of factual
claims by Plaintiff with factual claims by Defendants should
have precluded summary judgment.‛ Defendants complain that
the district court’s summary judgment ruling ‚contains
statements such as (1) ‘Defendants counter that’ or (2)
‘Defendants do not dispute this, but counter’ and then identifies
conflicting evidence.‛ However, the mere existence of conflicting
evidence does not preclude summary judgment when the
conflict pertains to an issue not material to the outcome of the
case. See Utah R. Civ. P. 56(c); Doyle v. Lehi City, 2012 UT App
342, ¶ 19, 291 P.3d 853. An evidentiary conflict relates to an
immaterial fact when either resolution of the conflict would lead
to the same legal result. See Doyle, 2012 UT App 342, ¶¶ 19–20;
see also Crossgrove v. Stan Checketts Props., LLC, 2015 UT App 35,
¶ 12, 344 P.3d 1163.
6. Defendants also argue that the district court erred by
weighing the corporate filings against evidence that some
members treated the Association as a continuation of the Society.
The district court did not weigh the evidence as much as it
determined that the evidence Defendants provided lacked legal
significance to answer the question before it.
20130998-CA 9 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
¶19 Defendants assert that an evidentiary conflict existed
concerning the intent of the Society and the intent of the
Congress at the time the Pagoda was quitclaimed to the
Congress. Defendants argue that this was material to
determining whether the Congress held the Pagoda in trust.
¶20 Defendants next assert that they presented sufficient
evidence to create a disputed issue of fact material to the
existence of a failed express trust. Again, they point to evidence
of the Society’s intent when it quitclaimed the Pagoda to the
Congress. They also note evidence suggesting that the Congress
did not act as if it owned the Pagoda.
¶21 Defendants also argue that the district court erred by
determining that ‚the Association failed to properly plead
constructive trust based upon unjust enrichment.‛ It is true that
the district court’s ruling noted that this ‚theory was not among
those pled in the Counterclaim and Third-Party Complaint.‛
However, the ruling continued, ‚*E+ven if it had been, the
Defendants cannot establish this claim.‛ The district court then
explained why such a theory would have failed on the merits.
¶22 Each of the evidentiary conflicts Defendants identify
concerns the existence of a trust. But none of the conflicts pertain
to who the beneficiary of a trust would be if a trust were proved
to exist. If the conflicts had been resolved in Defendants’ favor,
the result would simply have been that the Pagoda was held in
trust for the Society. As we explain above, Defendants are not
the Society, and they have not put forward any evidence
suggesting that the Society transferred any trust rights to the
Association or the other defendants. Accordingly, the claimed
factual conflicts addressed in Part II are immaterial to the
ultimate issue—whether Defendants possessed some legal right
in the Pagoda. Defendants have therefore failed to show that a
genuine issue as to any material fact exists.
20130998-CA 10 2015 UT App 125
Dao Trang Phap Hoa v. Vietnamese Unified Buddhist Ass’n of Utah
CONCLUSION
¶23 We conclude that the Association and the Society are
distinct legal entities and that even if the Association did raise a
genuine issue of material fact on the question of whether the
Congress held the Pagoda in trust for the Society, there is no
legal basis for the Association to claim that it possesses and can
enforce any right the Society enjoys. The evidentiary conflicts
identified by the district court and Defendants are immaterial,
and the district court did not err in granting summary judgment.
¶24 Affirmed.
20130998-CA 11 2015 UT App 125