ROSICRUCIAN FELLOWSHIP v. ROSICRUCIAN FELLOWSHIP NON SECTARIAN CHURCH

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District Court of Appeal, Fourth District, California.

ROSICRUCIAN FELLOWSHIP v. ROSICRUCIAN FELLOWSHIP NON-SECTARIAN CHURCH et al.

Civ. 3663.

Decided: July 06, 1950

Rollin L. McNitt, Los Angeles, Homer C. Compton, and Edythe Jacobs, Los Angeles, of counsel, for appellants. Stewart, Shaw & Murphey, Los Angeles, Luce, Forward, Kunzel & Scripps and Fred Kunzel, San Diego, of counsel, for respondents.

Action for injunction. Cross-complaint for declaratory relief.

In this action, filed September 26, 1944, plaintiff corporation seeks an injunction against the defendants The Rosicrucian Fellowship Non-Sectarian Church, a corporation, five individuals named as directors and incorporators thereof and the Rosicrucian Probationers Association, restraining them from transacting business under the name ‘The Rosicrucian Fellowship Non-Sectarian Church’; from soliciting any of the students, probationers or disciples of ‘The Rosicrucian Fellowship’ for free-will offerings or financial or other support; from using any of the copyrighted books or other literature used by plaintiff in disseminating the principles or teachings of the Rosicrucian Philosophy; from interfering in the business and operation of plaintiff; and from interfering with the conduct of meetings, services or lectures given by plaintiff or under its direction or sponsorship. Plaintiff also asks that the defendants be required to deliver up to The Rosicrucian Fellowship all of the financial contributions and free-will offerings received by them to date from the students, probationers and disciples, and all copies of mailing lists containing the names and addresses of such students, probationers and disciples of The Rosicrucian Fellowship.

The defendants, who allege that they represent all of the probationers and disciples of the Rosicrucian Philosophy residing in the United States and a majority of all probationers and disciples in the world, ask in their cross-complaint for declaratory relief; that the court fix and determine their rights in the real and personal property held in trust by the plaintiff; that cross-complainants and all other students, probationers and disciples, as members of the church institution and the members of defendants' corporation, be declared to be the beneficiaries of said trust property and entitled to the use and enjoyment thereof without interference or molestation by the plaintiff, its officers or trustees; that cross-complainants be declared to be entitled to the possession, use and enjoyment of the plates and stencils containing the names of the students, probationers or disciples, and the machinery and other personal property for the transposition of the same; that it be adjudged that the copyright upon the emblem and insignia of the Fellowship is owned by Mrs. Max Heindel and that the Fellowship, defendant corporation, and all other students, probationers and disciples are entitled to the use of said insignia and emblem without molestation or interference by cross-defendants; that Mrs. Heindel be declared to be the owner of all copyrights, books, pamphlets and letters described in a contract dated November, 1935, between Mrs. Heindel and plaintiff (attached to the Cross-Complaint as Exhibit ‘E’); that the said contract be declared to be null and void; that it be adjudged that the sole right of plaintiff corporation in and to said books, pamphlets, letters and copyrights thereof are as set forth in a contract between The Rosicrucian Fellowship, its trustees, and Mrs. Max Heindel, dated October 23, 1931 (attached to the Cross-Complaint as Exhibit ‘D’); that it be determined that the defendant corporation, cross-complainant, is entitled to print, publish, sell and use each and all of said books, pamphlets and letters under license from Mrs. Heindel; that cross-defendants be required to render an accounting and that they be required to pay any sums found due thereon.

The trial court decreed that plaintiff take nothing by its complaint; that plaintiff corporation owns and holds certain real property in the city of Oceanside, together with the improvements, fixtures and all personal property thereon as trustee, in trust for the use, benefit and enjoyment of the cross-complainants as members of the unincorporated church association organized in 1908 and 1909, and as members of The Rosicrucian Fellowship Non-Sectarian Church, as beneficiaries; that cross-complainants, as such beneficiaries, are entitled to the use and enjoyment of said real property, improvements, fixtures and all other personal property in and upon said real property in the conduct of ecclesiastical and esoteric functions of the Rosicrucian Philosophy without molestation or interference from the cross-defendants.

The trial court then designated and determined the ecclesiastical and esoteric functions of The Rosicrucian Fellowship and decreed that the use and enjoyment of the said real and personal property by cross-complainants, as such beneficiaries, is and shall be the dominant use and enjoyment thereof; that the cross-defendants have not acquired and do not have any right to exercise or control any of the said ecclesiastical or esoteric functions or to use any of the said real or personal property for any of said functions; that the probationers and disciples of the Rosicrucian Philosophy have not waived their right to organize themselves into a permanent organization with a complete system of church government, or to assert or exercise full and complete control of all said ecclesiastical or esoteric functions of the Rosicrucian Philosophy; that the plaintiff corporation, The Rosicrucian Fellowship, acting by and through its trustees, has and shall hereafter have the right and is entitled to the use and enjoyment of said real and personal property in the conduct of certain designated temporal functions, all for the account and benefit of the members of the said unincorporated church association and defendant corporation beneficiaries thereof; that the said use of said real property, improvements, fixtures and personal property for said temporal or secular purposes shall be servient to the rights of said probationers and disciples to the use and enjoyment thereof in the conduct of the said ecclesiastical and esoteric functions and purposes, as members of said church; that the probationers and disciples of the unorganized church association, prior to July 6, 1944, and as members of The Rosicrucian Fellowship Non-Sectarian Church, from continuous usage at all times from November, 1909, are entitled to use and enjoy the name ‘The Rosicrucian Fellowship’ and the said insignia and emblem without molestation or interference from cross-defendants, or any of them; that the probationers and disciples of the Rosicrucian Philosophy, as members of the said unorganized church association, and as members of The Rosicrucian Fellowship Non-Sectarian Church, as beneficial owners, are entitled to the use and enjoyment of the names and addresses of all students, probationers and disciples, and multigraph plates and machinery necessary for the transposition thereof, free from interference or molestation by cross-defendants, or any of them.

The court found Mrs. Heindel to be the owner of all copyrights upon books, pamphlets and letters written by Mr. and Mrs. Max Heindel and other probationers and disciples and the insignia and emblem thereon, subject to the nonexclusive right of the plaintiff corporation to print, publish and sell the same under an agreement between Mrs. Heindel and plaintiff corporation dated October 23, 1931.

The court determined that the contract of October 9, 1934, (Exhibit ‘E’ to the Cross-Complaint) had been breached and was terminated and is null and void. The cross-defendants were enjoined from claiming or asserting ownership of the said real and personal property, except as trustees for the use, benefit and enjoyment of the probationers and disciples of the Rosicrucian Philosophy as beneficiaries; from interfering with said probationers and disciples in the use and enjoyment of the trust property in the conduct and study of the established ecclesiastical or esoteric functions; from claiming or asserting the exclusive right to the use of the name ‘The Rosicrucian Fellowship’ or the said insignia or emblem; from preventing or interfering in any way with the use by said probationers and disciples of the names and addresses of such students, probationers and disciples and the stencils, multigraph plates and machinery necessary for the transposition thereof; from writing or mailing certain letters to students and probationers concerning the activities of cross-complainants, and from doing any act to prevent or deter such probationers or disciples from becoming members of defendant corporation.

Facts

In the fall of 1907 one Max Heindel studied Mystic Christianity known as the ‘Rosicrucian Philosophy’ in the Black Forest of Germany, under the Ancient Order of Rosicrucian Brothers, organized in the sixteenth century by Christian Rosenkruez. In 1908, in New York, Heindel wrote ‘The Cosmo-Conception of Mystic Christianity’, based upon his studies in Europe. From 1908 to November, 1910, he lectured and taught the Rosicrucian Philosophy in numerous cities of the United States to induce the public to study and accept that teaching or interpretation of the Christian faith. He organized and established groups, called ‘centers', in Ohio and Washington and designated as ‘students' those who became interested in said teaching and until they had completed a sufficient study or a course of lessons written and prescribed by him. When the ‘students' had completed said studies, attained sufficient learning of said Christian teaching and had executed a written pledge to live in accord with said teaching, they were designated as ‘probationers'. ‘Probationers', after additional study, devotion and faithful demonstration of religious life and the execution of a further pledge in accord with said teachings, were designated as ‘disciples'. As a part of said religious faith, each and every probationer and disciple was taught individual religious self-reliance and self-discipline and obligated himself alone and in conjunction with all other probationers and disciples, to preach the gospel and heal the sick, and, by sacrifice, to mutually assist each and all other probationers and disciples and to serve humanity in the relief of human suffering.

Max Heindel married Augusta Foss (Heindel) in 1910 and Mrs. Heindel assisted in the writing of lectures and monthly esoteric letters and lessons to students, probationers and disciples of the Rosicrucian Philosophy.

Between 1910 and 1913 ‘centers' were established in Los Angeles; San Francisco; Sacramento; Yakima, Washington; and Portland, Oregon. The probationers and disciples constituted an unincorporated church association and were known as and used the name ‘The Rosicrucian Fellowship’.

In 1911 Max Heindel purchased real property, known as ‘Mt. Ecclesia’, near the city of Oceanside. This property was improved with funds contributed by Mrs. Heindel, from funds received from students, probationers and disciples, from receipts from the sale of books, pamphlets and other writings of Mr. and Mrs. Max Heindel, and the operation of lodging facilities and cafeteria on the said real property. By letters signed, addressed and mailed to students, probationers and disciples, Max Heindel declared that he held ‘Mt. Ecclesia’, together with all buildings and personal property thereon and thereat, in trust, for the use, benefit and enjoyment of students, probationers and disciples of the Rosicrucian Fellowship.

In 1913 the Heindels and three other persons, who were nonbelievers in the said teachings, caused the plaintiff corporation to be formed for the purpose of establishing a college or seminary for the study of the principles of the teachings known as ‘Rosicrucian Philosophy’. The articles of incorporation were amended in 1925 to include in the corporate purposes the establishment of a non-sectarian church for advocating and disseminating the principles and teachings of the Rosicrucian Philosophy and universal brotherhood and to establish a sanitarium.

In 1935 the name of the corporation was changed to ‘The Rosicrucian College’. By further amendment in 1940, the name of the corporation was changed to ‘The Rosicrucian Fellowship’ and its purposes were stated in part to be ‘to establish and maintain a non-sectarian church or religious organization, * * * with power to appoint, ordain and consecrate its ministers, * * * to advocate, teach and disseminate the principles and teachings of the Christian religion as interpreted by the Rosicrucian Philosophy. * * *’ and to print, publish, sell and/or otherwise distribute and dispose of the books, writings, magazines and other literary productions of the Heindels pertaining to the principles and teachings of the Rosicrucian Philosophy.

Plaintiff corporation was organized without the approval or consent of the students or members of the unincorporated church association. The by-laws and all amendments thereto provided, among other things, that the trustees of the plaintiff corporation be elected from members of the corporation; and that the only members of the said corporation were the trustees, or such persons as the trustees might designate. The by-laws were adopted and amended without the knowledge, approval or consent of the students, probationers or disciples as members of the unincorporated church association known as ‘Rosicrucian Fellowship’.

From 1913 until January 6, 1919, the date of his death, Max Heindel retained title to Mt. Ecclesia. During this period the Heindels, with the assistance of other probationers and and disciples, as members of the unincorporated church association, conducted all ecclesiastical and esoteric functions of the Rosicrucian Philosophy for the unincorporated church association.

All books, pamphlets and letters on the Rosicrucian Philosophy written by the Heindels until January 6, 1919, were copyrighted and registered in the name of the owner, Max Heindel. After January 6, 1919, Mrs. Max Heindel continued to print and publish additional books, pamphlets and letters, which she copyrighted in her name.

The estate of Max Heindel was distributed to Mrs. Heindel and she has at all times since been the owner of all copyrights upon all of said books, pamphlets and letters and all plates and mattrices for the publication thereof, subject to the rights of the plaintiff corporation under a license agreement executed by Mrs. Heindel on October 23, 1931, and on October 9, 1934.

In 1920 Mrs. Heindel executed a grant deed to the plaintiff corporation, as grantee and trustee, of the real property at Mt. Ecclesia and all improvements, fixtures and personal property thereon and thereat, in trust, for the use, benefit and enjoyment of the probationers and disciples of the Rosicrucian Philosophy, as members of the unincorporated church association known as ‘The Rosicrucian Fellowship’. Thereafter, the plaintiff corporation acquired real property adjacent to Mt. Ecclesia and improved the same from funds in part received from probationers and disciples.

From 1913 to April 24, 1945, plaintiff corporation conducted certain temporal and secular functions and printed, published and sold books, pamphlets and letters written by the Heindels and had, and now has, possession and use of the mailing lists of the students, probationers and disciples and addressograph plates and machinery for the transposition thereof.

From time to time after January 10, 1913, the plaintiff corporation approved and recommended rules and regulations for the removal of names of students, probationers and disciples from the mailing list for delinquency in mailing monthly report cards or blanks for a period of ninety days and for immoral conduct. They authorized classes for the training of probationers as lecturers; the issuance of charters to ‘centers', the compilation of various statements made in the said copyrighted books, pamphlets and letters into correspondence courses, and the establishment of esoteric and healing departments at Mt. Ecclesia. All of these acts were done without the consent or approval of the unorganized church members or the defendant corporation.

In 1931 a controversy arose between Mrs. Heindel and the plaintiff corporation. Mrs. Heindel moved to Oceanside and undertook the establishment of a separate plan or organization for the purpose of disseminating the teachings of the Rosicrucian Philosophy and formed a corporation sole known as the ‘Max Heindel Rose Cross Fellowship’. In that year she and plaintiff corporation executed an agreement, dated October 23, 1931, granting a nonexclusive license to the plaintiff corporation for certain purposes, which agreement will be hereinafter discussed.

On October 9, 1934, a new contract was executed between Mrs. Heindel and plaintiff corporation modifying the 1931 agreement and granting plaintiff an exclusive license for certain purpose, which agreement will also be hereinafter discussed.

In 1943 a number of the members of the unincorporated church formed an association known as the ‘The Rosicrucian Probationers Association’. This association was for the purpose of organizing a permanent church institution and to establish an ecclesiastical government therefor. There were approximately 400 probationers and disciples in the United States who were members, and the association continued to operate and exist until July 6, 1944. On that date the association was incorporated under the name of ‘The Rosicrucian Fellowship Non-Sectarian Church’. This corporation was organized for the purpose, among other things, of carrying on, disseminating and perpetuating the teachings of the principles of the Rosicrucian Philosophy. By-laws, rules and regulations were adopted providing for a complete system of representative church government to carry on the ecclesiastical and esoteric functions of the original unorganized church association.

Both plaintiff and defendant corporations attempted to exercise the control over the ecclesiastical and esoteric functions of the unorganized church. The plaintiff corporation amended its by-laws to provide for the suspension or removal of students, probationers or disciples under conditions imposed by them and mailed out letters to members of the unorganized church in an attempt to prevent the members of the unorganized church from organizing a permanent church organization and from becoming members thereof.

It was alleged by cross-complainants that plaintiff, after 1943, have taken possession of all forms of confidential discipleship instructions and have refused to deliver possession thereof to the defendant corporation. These activities on the part of both corporations led to the filing of the present action. Both parties claim that they are entitled to the use and enjoyment of all names and addresses of all students, probationers and disciples and plates, stencils and the machinery for transposition thereof.

Issues

The issues, as stated by appellant are: (1) Did the trial court have jurisdiction to render the judgment? (2) Is the judgment within the issues raised by the pleadings? (3) Did the trial court commit reversible error in its rulings in admission and exclusion of evidence?

As stated by respondents, the primary issues are: (1) The determination of the rights of the parties to use, possess and enjoy the real and personal properties at ‘Mt. Ecclesia’ in the conduct of the ecclesiastical functions of the Rosicrucian Philosophy, a religious belief. (2) The property rights of the parties (a) To use the name ‘The Rosicrucian Fellowship’; (b) To print, publish, sell and use copyrighted books and documents under written license agreements from Mrs. Heindel, owner of said copyrights; (c) To use the emblem or insignia upon said copyrighted documents; (d) The ownership of copyrighted documents and literature; and (e) The use and possession of the mailing lists of members (probationers) and the students of the Rosicrucian Philosophy, together with plates and machinery for the transposition thereof.

A determination of the controversy before us involves first, a consideration of the judgment in Weaver, et al. v. Meynke, No. 107939, in the Superior Court of San Diego County. That action was by members of the Rosicrucian Fellowship Church against the Rosicrucian Fellowship, a corporation, and its trustees. The judgment therein (referred to as the ‘Haines Judgment’) has become final and is binding upon the parties hereto. There is no contention here that it is not res adjudicata as to the issues there raised. The said judgment provides in part:

‘The persons who constitute the believers in and the followers of the Rosicrucian Philosophy constitute a church known as the Rosicrucian Fellowship, as distinguished from the Rosicrucian Fellowship, a corporation, without any ecclesiastical organization or system of government; that said church, as such, owns no real or personal property; that all of the real and personal property conveyed or transferred to or controlled by said corporation is owned by said corporation; and that said corporation holds all of said real and personal property as trustee for the members of said church for the purposes allowed by the articles of incorporation, as amended, and the by-laws of said corporation, and the laws of the State of California.’

The trial court in the instant action found, on substantial evidence, that Mrs. Heindel was the owner of all copyrights upon books, pamphlets and letters written by Mr. and Mrs. Heindel and other probationers and disciples and the insignia and emblem thereon, subject to the provisions of the 1931 license contract.

Plaintiff corporation owns the real property here involved and certain personal property, all of which must be used by plaintiff corporation as trustee for the members of the unorganized church. Any use of such property not in violation of the duties of plaintiff corporation, as trustee, is, therefore, not the subject of control by the courts. Plaintiff corporation was organized by the Heindels and three other persons to establish a college or seminary for the study and teachings of the principles of the Rosicrucian Philosophy and, by amendment, its purposes included the establishment and maintenance of a non-sectarian church or religious organization. The members of the corporation were and are its trustees and their nominees. The students, probationers and disciples of the unorganized church are not members of the corporation and have no voting power in the election of its officers. Since the students, probationers and disciples of the Rosicrucian Fellowship have never been organized and since no system of church government has been adopted by them, it follows that neither of the corporations here involved represent or have the right to control the unorganized church in the exercise of its ecclesiastical and esoteric functions and the dissemination of its teachings.

A religious organization possesses a dual nature and status, Wheelock v. First Presbyterian Church, 119 Cal. 477, 486, 51 P. 841, and the plaintiff corporation is the trustee for all of the members of the unincorporated church holding title to the property, with power to manage and control the same for the unincorporated church. This unincorporated church has no polity as such. Its membership is widely scattered throughout the world and the establishment of a church organization among its members presents a problem of considerable magnitude. However, we are not here concerned with the establishment of a church organization. By reason of the division of state and church under our system of political and religious freedom it has been very generally recognized that the civil courts have no ecclesiastical jurisdiction and will only interfere in a controversy in a religious organization when property or civil rights are involved. Watson v. Jones, 13 Wall. 679, 80 U.S. 679, 20 L.Ed. 66; Dyer v. Superior Court, 94 Cal.App. 260, 269, 271 P. 113; Church of Christ of Long Beach v. Harper, 83 Cal.App. 41, 46, 256 P. 476. The rule announced in these cases is that the only basis for the court's interference in an ecclesiastical controversy is that some property or civil right is involved. In the instant case, no ecclesiastical rule, custom or regulation has been regularly adopted by the unorganized church herein involved.

Insofar as the judgment herein provided that the parties or any of them had or did not have the right to exercise or control any of the ecclesiastical or esoteric functions of the unorganized church, such determination was beyond the power of the court and unnecessary to a determination of the property rights of the parties. The use of the real and personal property of plaintiff corporation is only limited by the trust, the by-laws and the laws of this state. The use and possession of the personal property owned by Mrs. Heindel is, within the issues framed by the pleadings, limited by the license contracts of 1931 and 1934.

By the terms of the 1931 contract, Mrs. Heindel granted an irrevocable, non-exclusive license and permit to plaintiff to publish, sell and distribute at its pleasure the books and pamphlets covered by all copyrights. It was agreed by the parties that Mrs. Heindel should have the undisputed ownership of the copyrights and all rights secured thereby until her death, subject, however, to the right of the Fellowship to print, publish, sell and distribute such books; that the Fellowship would provide Mrs. Heindel for the duration of her lifetime an annuity of $125.00 per month. It was not contended at the trial that this contract was not in force as between the parties, but there was a controversy concerning the contract of October 9, 1934, executed by the same parties. This latter contract recited that Mrs. Heindel had organized a corporation sole, known as the Max Heindel Rose Cross Philosophies, which corporation was a successful, going concern engaged in disseminating the Rosicrucian teachings and had a large following of students, probationers and disciples; that the corporation had on hand monies, numerous books, pamphlets and other material used in teaching the Rosicrucian Philosophy and in addition thereto, had a right to a legacy of $10,000; that the two groups had agreed to a union and a consolidation of activities with the purpose of teaching the Rosicrucian Philosophy in a more effective manner. The agreement then provided, in consideration of $1.00 and other good and valuable considerations, that the Rose Cross Philosophies Corporation be abandoned and dissolved; that the books of the Rose Cross Philosophies owned and on hand be invoiced, at printer's cost, and delivered to and become the property of the Rosicrucian Fellowship; that the Fellowship pay to the Rose Cross Corporation the amount of the inventories and appraisal, estimated to be between $2,500 and $3,500.

It was agreed that the 1931 contract should remain in force, except as modified therein; that the plaintiff corporation be granted the exclusive right to print and distribute the copyrighted books, pamphlets and documents covered by all copyrights, and that at the death of Mrs. Heindel they should become the exclusive property of plaintiff corporation. The amount of the annuity provided in the 1931 contract was fixed at the sum of $125.00 monthly. Mrs. Heindel was granted living quarters in the Rose Cross Lodge at the headquarters of plaintiff corporation for life and in addition, was allowed her sustenance at the cafeteria for the same period. It was agreed that Mrs. Heindel should be elected a trustee of the corporation and chairman of the executive or governing committee and that she was to become manager in charge of the Fellowship's activities. Mrs. Heindel was to write, prepare and supervise the preparation of the students and probationers' lessons and letters. It was further provided that a part of the consideration of the contract should be the assurance to Mrs. Heindel that if at any time she ceased to be active in connection with the work and retired from authority, that she should then become president emeritus of the organization for life; that her annuities, living quarters and her sustenance should continue during her lifetime and that she should co-operate with the Fellowship to the end that the teachings of the Rosicrucian Fellowship might be given to the world to the best possible advantage.

After the execution of this agreement, the Max Heindel Rose Cross Philosophies Corporation was dissolved; its assets were taken over by plaintiff corporation at their inventory value and Mrs. Heindel received $3,200 from plaintiff corporation therefor. She returned to headquarters at Mt. Ecclesia about January 1, 1935 and resumed writing the probationers' letters and students' monthly lessons. She was elected trustee of plaintiff corporation, chairman of the executive or governing committee and president of the corporation and was appointed editor of the magazine published by the corporation.

The minutes of plaintiff corporation recite certain activities on the part of Mrs. Heindel occurring early in 1942 as reasons for her removal as president of appellant corporation, which removal was effected on February 20, 1943, when the officers of plaintiff corporation were elected for the ensuing year and Mrs. Heindel was not re-elected as chairman of the executive committee, or as trustee.

The trial court found in this connection that the sole consideration for the contract of 1934 was ‘the agreements and covenants' therein contained to be kept and performed by the cross-defendant and its trustees, as follows: That Mrs. Heindel would be elected and maintained at all times thereafter as trustee, chairman of the executive or governing committee and manager in charge of said corporation's activities; that said corporation would cause vacancies to be created in its board of trustees for the said purpose; that Mrs. Heindel at no time offered to return any part of the consideration paid to her under the contract; that the provisions of said contract were and are severable. The court adjudged that the contract had been breached, terminated and was null and void. We conclude that the conclusion reached by the court in this respect was erroneous.

The agreement provides for the election of Mrs. Heindel as trustee but does not provide that she should be maintained at all times thereafter as such trustee. As a part of the consideration of the contract, Mrs. Heindel agreed to cooperate with the Fellowship to the end that the teachings of the Rosicrucian Philosophy might be disseminated to the best possible advantage. To hold that she was entitled to be retained and re-elected as such trustee under any and all circumstances would place an unwarranted construction on the terms of the contract. In addition to that found by the trial court to be the ‘sole consideration’, the contract provides that Mrs. Heindel was to receive lodging and sustenance for the rest of her life. She received $3,200 for the inventory of assets of the Max Heindel Rose Cross Philosophies; she moved into the Rose Cross Lodge and thereafter was permitted to build a cottage, where she resided until the trial of this action. The cooperation of Mrs. Heindel with the plaintiff corporation was also one of the material considerations set forth in the agreement.

The reasons given in the resolution of plaintiff corporation for the removal of Mrs. Heindel as president are: That she attempted on January 29, 1942, to terminate the tenure of office of the secretary, the treasurer and bookkeeper and that she withdrew moneys from the bank belonging to plaintiff corporation and removed and withheld assets of the corporation. If true, these reasons constituted good cause for her removal and also demonstrate her lack of cooperation in carrying out the purposes of the 1934 contract.

Mrs. Heindel retained benefits which she received under the contract and has made no offer of restoration of such benefits. Moreover, it was decreed in the ‘Haines Judgment’: ‘That the removal of Mrs. Max Heindel as president of said corporation in February, 1942, by the trustees of said corporation was legal.’

We find no substantial evidence in the record to support the trial court's finding with respect to the ‘sole considerations of the contract’ of 1934 and its resulting decree that said contract had been breached, terminated and was null and void. We conclude that the 1934 contract was still in effect at the time of the trial of the action. It follows that plaintiff corporation has the exclusive license to use the personal property of Mrs. Heindel in accordance with the terms of the contract.

Plaintiff corporation holds the real property conveyed to it, and all personal property conveyed by the 1934 agreement, in trust, for the use and benefit of all the members of the unorganized church association, including those members of said association who are also members of defendant corporation. As such trustee, plaintiff corporation has the exclusive rights of control and management of the property held by it and the duty to use its property to serve the interests of the beneficiaries. A breach of duty in this respect may be enforced by the beneficiaries in a proper action.

In the instant case it was stipulated that there is no attempt to remove the trustees for malfeasance or failure to carry out the purposes of plaintiff corporation. Since there is no ‘spiritual head’ of the unorganized church, as described in the Haines Judgment, and since no system of church government has been regularly set up by the membership of the unorganized church, groups of members, such as defendant corporation who represent only a part of the church, have no right to exercise exclusive control and management of the church affairs or property. Defendant corporation itself is not a member of such church and has no right of control of the actions of plaintiff corporation, except as it represents part of the beneficiaries. The persons who constitute the believers in and the followers of the Rosicrucian Philosophy constitute a church, without any ecclesiastical organization or system of government. No rules and regulations having been adopted governing the exercise of the right to disseminate the teachings of the Rosicrucian Philosophy, the courts cannot set up a system of church government or determine who may or may not disseminate the doctrines of this philosophy.

Defendant corporation was organized July 6, 1944. This incorporation was not an organization of the entire membership of the original unincorporated church, and the corporation thus formed, does not have the right to govern members of the original unorganized church who are not members of the Rosicrucian Fellowship Non-Sectarian Church.

Since we have concluded that the 1934 contract was not breached by plaintiff, it follows that the plaintiff corporation has the exclusive control and management of the physical properties of the unorganized church and the control of the ecclesiastical functions thereof is vested in the entire membership of the church until such time as a church organization is established providing otherwise.

The trial court concluded and declared in its judgment ‘that the probationers and disciples of the unorganized church association, prior to July, 1944, and as members of the Rosicrucian Fellowship Non-Sectarian Church, from continuous usage at all times from November, 1909, are entitled to use and enjoy the name ‘The Rosicrucian Fellowship’ and the said insignia and emblem without molestation or interference from cross-defendants, or any of them'. Cross-defendants were permanently enjoined ‘from claiming or asserting the exclusive right to the use and enjoyment of the name ‘The Rosicrucian Fellowship’ or the said insignia or emblem, or from interfering in any way with the use thereof by the cross-complainants'.

Under the provisions of the 1934 contract, Mrs. Heindel was to write, prepare or supervise the preparation of the students' lessons and letters, and the probationers' letters, which are to be signed ‘Rosicrucian Fellowship, by Mrs. Heindel’. This provision clearly indicates that plaintiff corporation is authorized under the contract to use the name ‘Rosicrucian Fellowship’ and the provision of the judgment limiting plaintiffs' use thereof was erroneous. Plaintiff corporation has been carrying on the business of a religious corporation for many years, using the name ‘Rosicrucian Fellowship, a corporation’. Defendant corporation acquired no exclusive right to the use of said name. Flagrant violation of the rights of plaintiff to use the name ‘Rosicrucian Fellowship’ in the conduct of their corporate business entitles plaintiffs to injunctive relief. Law v. Crist, 41 Cal.App.2d 862, 865, 107 P.2d 953.

Since we have determined that the judgment herein must be reversed for the errors noted, it is not necessary to decide other questions raised on this appeal.

The judgment is reversed.

MUSSELL, Justice.

BARNARD, P. J., and GRIFFIN, J., concur.