(dissenting). I fully agree with my associates that civil courts have no ecclesiastical jurisdiction and should not take cognizance of a schism or division within a religious society, unless some-property or civil right is involved. I also agree that “so long as the effects of the schism or division are confined to spiritual, religious, ecclesiastical, or theological matters, it furnishes no basis for interference by the civil courts at all, however vitally it may affect the interests of the society as an ecclesiastical or spiritual body.” I also believe that where-“a religious organization h-as, under its form of government, a tribunal constituted with jurisdiction'to decide differences between its members as to the creed, teaching, or doctrine, the civil courts should not undertake to review or revise the judgment in reference to such matters.” And that such decision when properly made ought to be accepted by the civil courts as conclusive upon the question of creed, doctrine, or teaching, regardless of any opinion that the judges of civil courts may entertain as to the correctness of the determination.
The courts, however, recognize that rights of property or of contract of religious organizations are under the protection of the law, and the actions of their members subject to its restraints. They also recognize the principle that property dedicated by way of trust to the purpose of sustaining and propagating definite religious doctrines is held in trust *298for and must be utilized for tbe purpose to which it has been dedicated. Watson v. Jones, 13 Wall. 679, 20 L. ed. 666.
While this does not mean that when the majority members of a religious organization adopt certain changes in doctrine or religious views they thereby become seceders and lose their identity as, or rights in, such organization, even a majority may not (where the members have unalterably bound the organization and dedicated church property to the propagation of certain definite religious doctrines) wholly abandon the tenets so adopted, or abandon the organization itself without losing their interest in the church properly. There is a radical difference between ■an abandonment of the fundamental tenets of a church and a mere difference of opinion among the members of an organization as to what are its true doctrines and teachings. Mack v. Klime, 129 Ga. 1, 24 L.R.A. (N.S.) 688, 58 S. E. 181.
In this state, religious organizations may be incorporated in the manner provided for formation of corporations in general. Comp. Laws 1913, § 5005. Such corporations are placed on the same general basis as corporations organized for educational, benevolent, charitable, or scientific purposes. § 5005, supra.
In the instant case we are dealing with a corporation formed for certain definite purposes, and whose entire property has been transferred, over the protest of minority members, to another corporation for a mere nominal consideration.
The complaint under consideration alleges that in 1908 the plaintiff and defendants associated themselves together and organized a religious corporation under the laws of this state, under the name of the Evangelical Lutheran Emmaus Church of Ashley, the purpose of which, as stated in the articles of corporation, was to maintain and promote, religious worship according to the usages of the German Evangelical Lutheran Synod of Missouri. That said corporation affiliated itself with the German Evangelical Lutheran Synod of Missouri, and adopted a constitution and confession of faith prescribed by, and required of the the churches affiliated with, said Synod. That in said constitution and confession it as specifically agreed to be beyond the power of the congregation to alter the confession of faith then adopted. That said constitution provided that “if at any time ... a separation should take place on account of doctrines, the property of the congregation and all the *299benefits therewith connected shall remain with those members who shall adhere to the confession set forth (in ¶ 3 of the constitution) and who pledge their ministers and teachers to the same.” That this religious •corporation acquired certain church property of the value of $1,200; that such property had been purchased almost wholly with moneys contributed by the Missouri Synod for such purpose, and was being devoted to the propagation of certain given doctrines espoused by such synod and sot forth in the confession of the local church.
That in 1913 the defendants organized a new and separate religious •corporation under the name of German Evangelical Lutheran Emmaus Church of Ashley, and as such affiliated themselves with the Iowa Synod; that the Iowa Synod rejects many of the doctrines adopted as fundamental and unalterable in the confession of faith of the Evangelical Lutheran Emmaus Church of Ashley. That the plaintiff is not a member of this latter corporation. That the defendants as members of the Evangelical Lutheran Emmaus Church of Ashley voted to sell and did sell all of the church property of the Evangelical Lutheran Emmaus Church of Ashley to the German Evangelical Lutheran Church of Ashley for the grossly inadequate sum of $1.
While there is an implied contract of association among the members of all corporations that a majority may bind the whole body as to all transactions within the scope of the corporate powers, it is of the essence of the same implied contract (even as applied to business corporations) that the corporate powers shall be exercised only to accomplish the objects for Avhich they were called into existence, and that the majority does not control those powers to prevent or destroy the original purposes of the corporation. Thomp. Corp. § 4496.
It is a well-settled principle of law that persons interested in two corporations cannot use their powers as directors or majority stockholders in one to obtain some personal'or pecuniary interest for the other corporation at the expense of the minority members of the first corporation. In such cases, where a conflict between interest and duty arises, the courts of equity Avill scrutinize the transaction with care, and, in case fraud or breach of trust appears, the transaction will be set aside. See Thomp. Oorp. §§ 4507, 4512; Cook, Oorp. 5th ed. §§ 670, 662.
It should be remembered that the questions on this appeal arise on a demurrer to the complaint. The demurrer admits all facts well pleaded. *300The complaint must be liberally construed with a view to substantial justice between the parties. Comp. Laws 1913, § 7458. It seems to me that the facts stated in the complaint, and admitted by the demurrer, are sufficient to require a court to entertain jurisdiction, and entitle plaintiff to some appropriate relief.