Presbytery of the Twin Cities Area, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A16-0945

Presbytery of the Twin Cities Area,
Appellant,

vs.

Eden Prairie Presbyterian Church, Inc.
d/b/a Prairie Community Church of the Twin Cities,
Respondent.

Filed April 24, 2017
Affirmed
Reilly, Judge

Hennepin County District Court
File No. 27-CV-14-16226

Eric E. Caugh, Rolf E. Gilbertson, Zelle LLP, Minneapolis, Minnesota (for appellant)

Russell S. Ponessa, Mark T. Berhow, Hinshaw & Culbertson LLP, Minneapolis, Minnesota
(for respondent)

Considered and decided by Reilly, Pr esiding Judge; Hooten, Judge; and Smith,
Tracy M., Judge.
U N P U B L I S H E D O P I N I O N
REILLY, Judge
Appellant Presbytery of the Twin Cities Ar ea (PTCA) challenges the district court’s
summary judgment ruling on disputes over real and personal prope rty rights between
PTCA, an incorporated representative of th e Presbyterian Church, U.S.A. (PCUSA), and

2
respondent Eden Prairie Church, Inc., d/b/a Prairie Community Church of the Twin Cities
(EPPC), a congregation organized as a Minneso ta nonprofit corpora tion. PTCA asserts
that the district court erred by (1) applying neutral principles of law to determine ownership
of the disputed property, instead of deferring to PCUSA’s re solution of the dispute under
the ecclesiastical-abstention doctrine; (2) conc luding that language in the Book of Order
did not create an irrevocable trust under Minne sota law; and (3) ru ling that respondent
validly revoked a trust created in its articles of incorporation. Because this dispute is based
solely in property law and is not doctrinal in nature, we apply neutral principles of law and
affirm.
FACTS
Over its more than 163-year existence, EPPC has voluntarily affiliated with at least
five different Presbyterian denominations. 1 During this time, EPPC paid for all real and
personal property using only member gifts, tithes, a nd offerings. In 1958, EPPC
incorporated as a Minnesota nonprofit corporation, whose stated purpose was “to provide
services of worship and to cultivate the re ligious life of its members according to the
evangelical tenets of the Christian faith” and the standards of the Presbyterian Church. At
that time, EPPC was affiliated with the United Presbyterian Church, U.S.A., not PCUSA.
The following year, EPPC adopt ed the constitution of the United Presbyterian Church,
U.S.A.; this constitution did not reference a trust clause. In 1983, the United Presbyterian

1 “Denomination” refers to the national religi ous organization; “presbytery” refers to the
religious organization at the district level, responsible for the congregations within
designated boundaries or the district; “ses sion” refers to the governing board of the
congregation; and “congregation” refers to the local church.

3
Church merged with another national denomination, Presbyterian Church (U.S.A.), to form
PCUSA, and, as a result of the merger, EP PC became affiliated with PCUSA and PTCA.
At the time of the merger, the constitution of PCUSA, the Book of Order, provided that:
All property held by or for a congregation, a presbytery, a
synod, the General Assembly, or [PCUSA], whether legal title
is lodged in a corporation, a trustee or trustees, or an
unincorporated association, and whether the property is used
in programs of a congregation or of a higher council or retained
for the production of income, is held in trust nevertheless for
the use and benefit of [PCUSA].

EPPC did not amend its constitution, articles of incorporation, or bylaws at that time
to adopt the Book of Order. In 1994, EPPC first recognized the Book of Order in its
governing documents when it amended its bylaws to include the following:
1. [EPPC], being a participa ting congregation of [PCUSA],
recognizes that the Constitution of said Church is, in all its
provisions, obligatory upon it and its members.
. . .
18. These By-laws may be amende d subject to the charter of
the corporation, the laws of the State of Minnesota, and the
Constitution of [PCUSA] at any annual meeting or at any
special meeting, by a majority vote of the voters present,
provided that a full reading of the same shall have been made
in connection with the call of the meeting.
. . .
20. These By-laws or the charte r of this corporation may not
be amended contrary to, or so as not to include, the provisions
of the Constitution of [PCUSA].

In December 1996, EPPC entered into a purchase agreement with Wheaton College,
as trustee of the Hone Unitrust, and Ernest and Carol Hone to purchase the disputed
property. The first warranty de ed conveyed only tw o-thirds of the disputed property to
EPPC; Carol Hone later conveye d and warranted the remaining one-third of the property

4
to EPPC. PTCA and PCUSA were not parties to either purchase agreement and were not
recited as guarantees on the warranty deeds.
In 1999, EPPC expressly recognized the Book of Order trust clause in its articles of
incorporation, but retained the right to amend its articles by adopting the following
language:
This corporation shall be a constituent church of and affiliated
with [PCUSA], and shall be subject to its polity and discipline
as contained in the Constitution of [PCUSA]. The legal title to
all property held by this corpor ation, whether the property is
used in the programs of this corporation or held for the
production of income, is held in trust, nevertheless, for the use
and benefit of [PCUSA].
. . .
These Articles of Incorporation may be amended by a majority
of the active members of the congregation at any annual
meeting or at any special mee ting of the congregation called
for that purpose, provided that notice of the meeting at which
such amendments are to be c onsidered shall include the full
text of the proposed amendments.

In a letter dated September 14, 2010, th e EPPC session called a special meeting to
vote on removal of the trust language contained in its articles of incorporation and bylaws.
A quorum of EPPC’s duly enrolled members attended the special session and voted to
amend the documents to remove all referen ces to the trust clause. The proposed
amendments passed by a vote of 160 to 1 and were officially adopted on December 7, 2010.
Shortly thereafter, EPPC filed these documents with the state.
Two years after EPPC amended its documents to remove all references to the trust
clause, PCUSA adopted the “Gracious Separation” policy, which established a mandatory
two-step separation process for congregations wishing to depart based on perceived

5
differences in theological belief, perspective, and polity. Under th is policy, departing
congregations were required to participate in the disaffilia tion process, where a PCUSA
appointed response team would assess the congregation to determine whether disaffiliation
was the appropriate remedy. If the team conc luded that the majority of the congregation
supported disaffiliation, PCUS A would appoint a negotiation team to evaluate the
congregation’s request for removal and to propose a settlement recommendation. The
policy noted that congregations may not be dismissed until they “make an appropriate
contribution to the Presbytery.”
Sometime in 2012, EP PC initiated the disaffiliation process under the gracious
separation policy, and PCUSA appointed an in itial-response team to determine whether
disaffiliation was appropriate. Because the te am concluded that the majority of the
congregation supported disaffiliation, EPPC moved into the s econd stage of disaffiliation
and PCUSA appointed a negotiation team. Af ter settlement negotiations failed, EPPC
called a special meeting, where the session unanimously voted to disaffiliate from PCUSA.
EPPC later notified PCUSA of the unilateral termination of its voluntary affiliation. PTCA,
however, refused to acknowledge EPPC’s disaffiliation, informing EPPC that completion
of the gracious separation policy is th e only means by which a congregation may
disaffiliate. In September 2014, PTCA proposed a motion to assume original jurisdiction
of EPPC and voted on the motion at a meeting, which EPPC declined to attend. After the
motion passed, PTCA assumed jurisdiction over the session and informed EPPC that, if it
wished to contest PTCA’s a ssertion of original jurisdiction, EPPC must appeal the
decision. EPPC did not file a timely appeal.

6
On September 26, 2014, PTCA filed a summons and complaint seeking a
declaratory judgment enforcing its decision re garding the property and assets of EPPC,
alleging conversion and breach of fiduciary duties, and seeking an order ejecting EPPC
from the disputed property. EPPC filed an answer denying the allegations in the complaint
and asserting various defenses . The parties filed cross-motions for summary judgment,
disputing the validity of EPPC’s unilateral disaffiliation and the ownership of EPPC’s real
and personal property located in Eden Prairie, Minnesota. The district court concluded that
it could resolve the church property disput e without violating the First Amendment’s
prohibition on excessive entanglement with religion by applying neutral principles of law.
The district court refrained from deciding issues involving gracious separation and original
jurisdiction. Based on the arguments and record presented, the district court issued an order
denying PTCA’s motions, granting EPPC’s motions, and concluding that EPPC owns the
disputed property and that the property is not held in trust fo r PCUSA. The district court
directed the parties to address any remaining issues through informal briefing. Both parties
submitted briefing, and, after reviewing th e parties’ submissions, the court entered
judgment pursuant to the summary-judgment order.
This appeal followed.
D E C I S I O N
I. Standard of Review.
On appeal from summary judgment, we mu st determine “whether there are any
genuine issues of material fact and whether a party is entitled to judgment as a matter of
law.” Citizens State Bank v. Raven Trading Partners, Inc. , 786 N.W.2d 274, 277 (Minn.

7
2010). Summary judgment is properly rendered when “the pleadings, depositions, answers
to interrogatories, and admissions on file, togeth er with the affidavits, if any, show that
there is no genuine issue as to any material fact and that either party is entitled to a judgment
as a matter of law.” Minn. R. Civ. P. 56.03. Where the material facts are undisputed, we
review de novo the district court’s application of the law. Citizens State Bank, 786 N.W.2d
at 277. We also review constitutiona l-interpretation questions de novo. Pfeil v. St.
Matthews Evangelical Lutheran Church, 877 N.W.2d 528, 536 (Minn. 2016).
II. The district court did not err by applyi ng neutral principles of law to the
property dispute, instead of deferring to the governing ecclesiastical body’s
decision under the ecclesiastical-abstention doctrine.

PTCA first urges this court to apply the ecclesiastical-abstention doctrine or church
autonomy doctrine, arguing that the neutral pr inciples approach is available only in
“limited circumstances.” The Minnesota Supreme Court recently clarified that the
ecclesiastical-abstention doctrine, which is rooted “in a line of U.S. Supreme Court
decisions regarding church property and church schisms,” is not a jurisdictional bar and
does not implicate subject-matter jurisdiction. Pfeil, 877 N.W.2d at 532-34. After
examining the jurisprudential history of the doctrine, the supreme court determined the
following principles may be distilled from governing United States Supreme Court cases:
(1) civil courts may not overturn decisions of governing ecclesiastical bodies concerning
purely ecclesiastical matters; (2) courts may no t hear cases that require the judiciary to
resolve issues of polity or in terpret church doctrine; and (3) courts may only resolve
disputes involving religious organizations relying exclusively on neutral principles of law,
court rulings will not disturb a ruling of a governing ecclesiastical body on a matter of

8
doctrine, and the adjudication will not interfere with an internal church decision affecting
the polity and mission of the religious organization. Id. at 534.
Traditionally, we analyzed the ecclesi astical-abstention doctrine “as an
Establishment Clause question and applied the three-pronged test announced in Lemon v.
Kurtzman” when evaluating such claims. Id. at 537 (citing Lemon, 403 U.S. 602, 612-13,
91 S. Ct. 2105, 2111 (1971)). Under the Lemon test, state action is valid if it: (1) has a
secular purpose, (2) does not inhibit or advance religion in its primary effect, and (3) does
not foster excessive governmental entanglement with religion. Pfeil, 877 N.W.2d at 537.
But the court in Pfeil recognized that the ecclesiastical-abstention doctrine is grounded in
not only the Establishment Clause, but also the Free Exercise Clause, when evaluating
whether a claim would interfere with an internal decision of a religious institution and
impact an organization’s faith and mission. Id. at 537. The court, however, concluded that
analyses under both clauses “appear to be substantially similar inquiries.” Id. We must
therefore determine whether adjudication in th is case will foster excessive governmental
entanglement with religion or interfere with an internal decision of the PCUSA that affects
the faith and mission of the denomination. Id.
“Under the entanglement doctrine, a state may not inquire into or review the internal
decisionmaking or governance of a religious institution.” Odenthal v. Minn. Conference
of Seventh-Day Adventists , 649 N.W.2d 426, 435 (Minn. 2002). But an entanglement
problem does not exist “when civil courts use neutral principles of law—rules or standards
that have been developed and are applied without particular regard to religious institutions

9
or doctrines—to resolve disputes even though those disputes involve religious institutions
or actors.” State v. Wenthe, 839 N.W.2d 83, 90 (Minn. 2013).
It is undisputed that the Book of Order es tablishes a method for resolving disputes
and the ecclesiastical governin g body issued a ruling in acc ordance with the procedures
established in the Book of Order. The United States Supreme Court recently clarified that
whether the ecclesiastical-abstent ion doctrine applies, or whether neutral principles may
be used in a particular case, depends on whether adjudication would result in “government
interference with an internal church decision that affects the faith and mission of the church
itself.” Hosanna-Tabor Evangelical Lutheran Church & School v. EEOC , 565 U.S. 171,
190, 132 S. Ct. 694, 702 (2012). PTCA contends that the dispute at issue here affects the
faith and mission of the church and is therefor e purely ecclesiastical because the Book of
Order denotes that property “is a tool for the accomplishment of the mission of Jesus Christ
in the world” and establishes the trust in which property is held. However, counsel
conceded at oral argument that we may take judicial notice of PCUSA’s Book of Order as
it appears on the organization’s website. On appeal, PTCA included in its addendum the
most recent version of the Book of Order, which in cludes, for the firs t time, the clause:
“property . . . is a tool for the accomplishment of the mission of Jesus Christ in the world.”
Prior versions of the Book of Order, which governed the dispute at issue here, did not
include this language and there is no evidence that otherwise suggests that the property
dispute poses a question of church doctri ne or polity. Thus, application of the

10
ecclesiastical-abstention doctrine is inappropriate here, 2 and we conclude that the district
court did not err by applying neutral principles of law.
Jones v. Wolf articulates the history of church property disputes and civil courts’
authority to resolve these disputes using neutral principles of law. 443 U.S. 595, 99 S. Ct.
3020 (1979). In Jones, the Court noted that the “[s]ta te has an obvious and legitimate
interest in the peaceful resolution of property disputes, and in providing a civil forum where
the ownership of church property can be determined conclusively.” Id. at 602, 99 S. Ct. at
3025. The First Amendment, however, requi res that civil courts defer to religious
institutions’ resolutions of issues conc erning religious doctrine or polity. Id. But this

2 Even if this clause were properly before the court, federal and state courts caution against
such blind and compulsory de ference to religious organiza tions’ resolutions of church
property disputes. We particularly co ncur with the discussion set forth in Colonial
Presbyterian Church v. Heartland Presbytery , in which the Missouri Court of Appeals
warned:

An undivided local church is not materially different from an
individual religious person, an d no one would suggest that a
national church could convey to its elf in trust property that is
titled exclusively and unequivocally in one of its individual
followers, even if that person had pledged allegiance to the
national church or its constitution. . . .
Indeed, in such cases, it would arguably violate the First
Amendment and the Fourteenth Amendment for a state to
impose a rule of deference so iron-clad as to force a local
church to either (1) continue its association with a national
church whose religious beliefs the local church no longer
shared; or (2) disassociate and, in so doing, put itself at the
financial mercy of the nationa l church which could . . .
appropriate to itself all of the local church ’s property, despite
having no legal right to do so under neutral principles of law.

375 S.W.3d 190, 197 n.10 (Miss. 2012).

11
limitation does not bar state civil courts from resolving church property disputes entirely;
instead, a state may “adopt any one of vari ous approaches for se ttling church property
disputes so long as it involves no consideration of doctrinal matters, whether the ritual or
liturgy of worship or th e tenets of faith.” Id. (quotation omitted). Following Jones, the
Minnesota Supreme Court adopted the neutral-principles approach in Piletich v. Deretich,
reiterating the Supreme Court’s observation th at a state has an “obvious and legitimate
interest in the peaceful resolution of property disputes, and in providing a civil forum where
the ownership of church property can be determined conclusively.” 328 N.W.2d 696, 700
(Minn. 1982) (quoting Jones, 443 U.S. at 602, 99 S. Ct. at 3025). Minnesota courts may
therefore apply the neutral-principles approach to resolve church property disputes where
the court may “resolve the matter by relying ex clusively on neutral principles of law, the
court does not disturb the ruling of a governing ecclesiastical body with respect to issues
of doctrine, and the adjudication does not interfe re with an internal church decision that
affects the faith and mission of the church itself.” Pfeil, 877 N.W.2d at 534.
In this case, the district court relied on Piletich as grounds for denial of PTCA’s
summary-judgment motion and as grounds for granting EPPC’s cross-motion for summary
judgment. Piletich involved “a dispute over the id entity of persons entitled to [a
congregation’s] real and personal property.” 328 N.W.2d at 698. In that case, the majority
of the congregation voted agai nst recognizing the church diocese’s reorganization, and
acquired control and possession of the property. Id. On review, the supreme court
classified the action as an inter-congregational dispute, which ought “to be determined by
documents and proceedings of the local church government.” Id. at 700. In these instances,

12
states may avoid excessive entanglement issues by “applying principles of law in a purely
secular manner, taking care not to decide dis putes on the basis of doctrinal manners, and
deferring to decisions of church hierarchy only when church rules or constitutions or state
statutes specifically require.” Id. at 701. Because the church in Piletich was not
hierarchical and the dispute was not doctrinal, the supreme court applied the neutral rule
of majority representation, and affirmed th e district court’s order granting summary
judgment in favor of the majority. Id. at 699-700, 702-03.
As in Piletich, the district court determined the dispute at issue here was based solely
in property law and was not doctrinal, and, as we discussed earlier, we agree. But PTCA
argues that the district court erred by concluding that resolution of the property dispute was
not hierarchical in nature. “Through appropriate reversionary clauses and trust provisions,
religious societies can specify w h a t i s t o h a p p e n t o c h u r c h property in the event of a
particular contingency, or what religious body will dete rmine the ownership in the event
of a schism or doctrinal controversy.” Jones, 443 U.S. at 603, 99 S. Ct. at 3025. “[T]he
First Amendment requires that civil courts de fer to adjudications by the highest tribunals
in a ‘hierarchical’ church organization on issues of religious doctrine or polity.” Piletich,
328 N.W.2d at 699. If, in these instances, “interpretation of the instruments of ownership
would require the civil court to resolve a reli gious controversy, then the court must defer
to the resolution of the doctrinal issue by the authoritative ecclesiastical body.” Jones, 443
U.S. at 604, 99 S. Ct. at 3026.
PTCA argues its governing body is hierarch ical because: (1) EPPC is governed by
the Book of Order and, by joining PCUSA, bound itself to PTCA’s rules and governance

13
structure and (2) the Book of Order commits the resolution of this dispute to the Presbytery.
This argument, without more, is unavailing. To satisfy the hierarchical standard adopted
in Piletich, the hierarchical ruling must concer n an issue of polity or doctrine. Piletich,
328 N.W.2d at 699. PTCA ar gues the property dispute is a matter of polity or faith:
“property is the temporal tool for the accomplishment of the mission of Jesus Christ in the
temporal world.” (“G-4.0201 Property as a Tool for Mission: The property of the
[PCUSA], of its councils and entities, and of its congregation, is a tool for the
accomplishment of the mission of Jesus Christ in the world.”). Because, as we indicated
earlier, we reject this notion and caution ag ainst “compulsory deference to religious
authority in resolving church property disputes,” Jones, 443 U.S. at 605, 99 S. Ct. at 3026,
we conclude that the distri ct court did not err by decidi ng this dispute using neutral
principles of law.
III. The trust clause in EPPC’s articles of incorporation created a valid,
enforceable revocable trust.

Finally, applying neutral principles of la w, we address whether the trust clause
mandates that EPPC transfer the disputed property to PCUSA. This issue comes before us
from the district court’s grant of EPPC’s motion for summary judgment. We review a
grant of summary judgment de novo. Allen v. Burnet Realty, LLC , 801 N.W.2d 153, 156
(Minn. 2011). And we review a district cour t’s interpretation of a written document de
novo, which in this case incl udes the Book of Order, Article s of Incorporation, and the
Bylaws. See In re Pamela Andrea s Stisser Grantor Trust , 818 N.W.2d 495, 502 (Minn.
2012).

14
Under Minnesota law, the requirements fo r a valid express trust include: “(1) a
designated trustee with enforceable duties; (2) a designated beneficiary vested with
enforceable rights; and (3) a de finite trust res in which the trustee has legal title and the
beneficiary has the beneficial interest.” Thomas B. Olson & Assoc., P.A. v. Leffert, Jay &
Polglaze, P.A., 756 N.W.2d 907, 914-15 (Minn. App. 2008) (quoting Bond v. Comm’r of
Revenue, 691 N.W.2d 831, 837 (Minn. 2005)). An express trust “is created only if the
settlor demonstrates, by external expressi on, the intent to create a trust.” Id. at 915
(quotation and citation omitted). Minnesota law examines the intent of the settlor at the
time the trust was purportedly created. In re Bush’s Trust, 249 Minn. 31, 42-43, 81 N.W.2d
615, 619-20 (1957). The law doe s not require that the settlor use any particular form or
words to create a valid trust; rather, it requires the settlor establish “a definite, unequivocal,
explicit declaration of trust.” Id. This may be shown through circumstantial evidence, if
the circumstances “show with reasonable cert ainty or beyond a reasonable doubt that a
trust was intended to be created.” Id. (quotation omitted).
A. EPPC’s amendment to its articles of incorporation, adopting the trust language
contained in the Book of Order, is a valid expression of its intent as settlor to
create a trust.

In this case, the Book of Order contains language, deemed the “trust clause,” which
provides that all real and personal property “held by or for a congregation,” regardless of
legal title, is held in trust “for the use and be nefit” of PCUSA, and is a statement of the
intent of the entire denomination. Relying on this language, PTCA argues that EPPC’s
intent, as settlor, to create an express trust may be inferred by virtue of the democratic
process through which the trus t clause was added to the Book of Order, EPPC’s own

15
adoption of the Book of Order, and EPPC’s conduct after doing so. The trust language in
the Book of Order, however, did not create an express trust as it is devoid of any language
demonstrating the specific intent of EPPC to create a trust under Minnesota law. At most,
the language contained in the Book of Order is indicative of the intent of the beneficiary,
PCUSA, not the settlor, EPPC. Because Minnesota law requires an external expression of
the settlor’s intent, the trust language in the Book of Order did not create an express trust—
mere existence of trust language in a govern ing document, even one adopted through a
democratic process, is not sufficient to esta blish the requisite intent of the settlor. See In
re Bush’s Trust, 249 Minn. at 42-43, 81 N.W.2d at 619-20 (“[N]o trust is created unless
the settlor manifests, by external expression, an intent to create th at relationship which
embraces the essential elements of a trust. . . .”); see also Restatement (Second) of Trusts
§ 4, cmt a. (1959) (commenting that a valid trust requires a manifestation, by external
expression, of the settlor’s intention to create a trust). We also note that other jurisdictions
have similarly declined to find that a valid trust was created solely by language contained
in the Book of Order. See, e.g., Presbytery of Ohio Valley, Inc. v. OPC, Inc., 973 N.E.2d
1099, 1112 (Oh. 2012) (declining to find an express trust where there was no writing signed
contemporaneously with the in sertion of the trust provisi on in the PCUSA constitution);
Heartland Presbytery v. Ga shland Presbyterian Church , 364 S.W.2d 575, 591 (Mo. Ct.
App. 2012) (holding that the provisions of PCUSA’s Book of Order is not necessarily

16
binding on the congregation, without some effective expression of the congregation’s
agreement to be bound by those provisions). 3
An express trust may still be created, however, when a congregation amends its
articles of incorporation and bylaws to include trust language. See Presbytery of Greater
Atlanta, Inc. v. Timberri dge Presbyterian Church, Inc. , 719 S.E.2d 446, 458 (Ga. 2011)
(applying neutral principles of law and holding an implied trust existed in favor of PCUSA
based on specific language in governing documents adopted by th e local and general
churches and not contradicted by the deeds). In Hope Presbyterian Church of Rogue River
v. Presbyterian Church , a congregation amended its bylaws shortly after the United
Presbyterian Church merged with the Presbyterian Church, U.S.A. 291 P.3d 711, 713-14,
352 Or. 668, 672 (2012). The amended documents stated the congregation is “governed in
all its provisions by the Constitution of the [PCUSA],” which included the Book of Order.
Id. at 714, 352 Or. at 672. Over 20 years later, the congregation initiated the disaffiliation
process. Id. at 714-15, 352 Or. at 672. Under the neutral-principles approach, the Oregon
Supreme Court applied trust law to the undisput ed facts and concluded that the inclusion
of trust language in governing documents created an express trust. Id. at 722-24, 357 Or.
at 686-90. As support for this determinatio n, the court cited th e congregation’s long-
standing affiliation, familiarity with the Book of Order, and pres ence at the meeting
approving the merger and amended Book of Order. Id. at 724-25, 352 Or. at 690-91.

3 EPPC also argued that the trust language contained in the Book of Order failed to create
an enforceable trust because it violated Minnesota’s statute of frauds. See Minn. Stat.
§ 513.04 (2016). Because we determine that th e trust language in th e Book of Order did
not create a valid enforceable trust, we decline to address this argument.

17
Like Hope Presbyterian, EPPC created an express trust when it modified its articles
of incorporation in 1999, esta blishing that “legal title to all property is held by this
corporation . . . in trust, nevertheless, for th e use and benefit” of PCUSA. The language
contained in the articles satisfied the trust formation requirements: it designated a trustee,
EPPC; a beneficiary, PCUSA; a nd definite res, “legal title to all property held by this
corporation,” which included the property at issue here. The article was also an
unequivocal declaration of the intent of the settlor, EPPC, to create the trust. EPPC had
been affiliated with PCUSA for over 20 years at the time of disaffiliation, EPPC attended
the meeting approving the merger and adop ting the amended Book of Order, and EPPC
amended its articles of incorporation to incl ude the trust language. By adopting the trust
language into its articles of incorporation, EPPC unambiguously expressed its intent to
place all property held into a tr ust for the use and benefit of PCUSA, and EP PC’s intent
was further bolstered by the circumstance s under which EPPC am ended its governing
documents to include the trust language.
B. Because EPPC was authorized to remove the trust language from its articles of
incorporation, its revocation of the trust was valid.

Before EPPC removed the trust language from its articles of incorporation in 2010,
the PCUSA general assembly ruled that each congregation “lacks the power to adopt
changes to its articles of incorporation, regu lations, by-laws, or standing rules that are
contrary to the Constitution” of PCUSA. PTCA therefore c ontends that EPPC continues
to hold the property in trust for the use and benefit of PCUSA.

18
A settlor may revoke an express trust in two ways: (1) the settlor may expressly
retain the power to revoke the trust in the instrument in which the trust was created or
(2) the settlor may obtain the consent of all trust beneficiaries, if the settlor fails to reserve
the right to revoke. Matter of Schroll, 297 N.W.2d 282, 284 (Minn. 1980); see also Minn.
Stat. § 501C.0602(a) (2016) (“Unless the terms of a trust expressly provide that the trust is
revocable, the settlor may not revoke or amend the trust.”). If the settlor fails to retain the
power to revoke the trust, the power is lost and unilateral revocation is impermissible.
Schroll, 297 N.W.2d at 284; Minn. Stat. § 501C.0 602(a). Where the terms of a trust
unambiguously set forth the settlor’s authority to amend or revoke, we must enforce those
terms. See, e.g., Conn. Gen. Life Ins. Co. v. First Nat’l Bank of Minneapolis, 262 N.W.2d
403, 405 (Minn. 1977) (holding attempted revocation ineffective where revocation action
failed to comply with the terms of the trust).
The interpretation of a trust agreement is a question of law we review de novo. In
re Trust created by Hill , 499 N.W.2d 475, 482 (Minn. App. 1993), review denied (Minn.
July 15, 1993). Whether language reserving the power to modify a trust also reserves the
power to revoke a trust is a question of interpretation. See Restatement (Third) of Trusts,
§ 331, cmt. h (2003) (“If the settlor reserves a power to modify the trust, it is a question of
interpretation to be determined in view of the language used and all circumstances whether
and to what extent the power is subject to restrictions. If the power to modify is subject to
no restrictions, it includes a power to revoke the trust.”). Where th e instrument creating
the trust includes unambiguous language reta ining the power to modify, the power to
revoke is coextensive under Minnesota la w, unless the document expressly states

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otherwise. Matter of Schroll , 297 N.W.2d at 284 n.1 (citi ng Restatement (Second) of
Trusts, § 330, 331, 338 & comments a, h (1959)). Thus, where the unambiguous terms of
a trust establish the settlor’s authority to amend or revoke the trust, Minnesota courts must
enforce those terms. See, e.g., In re Matter of Florance, 343 N.W.2d 297, 301 (Minn. App.
1984) (holding amendment effective where trust settlor unambiguously reserved the right
to amend and observed terms of trust), aff’d in relevant part, rev’d on other grounds, 360
N.W.2d 626, 629 (Minn. 1985).
Article 10 of EPPC’s 1999 articles of incorporation provides that the articles “may
be amended by a majority of the active members of the congregation at any annual meeting
or at any special meeting calle d for that purpose, provided th at notice of the meeting at
which such amendments are to be considered shall include the full text of the proposed
amendments.” This language expressly retained the power to amend the trust. Relying on
Black’s Dictionary, the district court properly concluded that the right to revoke is a type
of amendment. The definition of “amend” is “to change the wording of; specif., to formally
alter . . . by striking out, inserting, or substituting words.” Black’s Law Dictionary 98 (10th
ed. 2014). “Revoke” is more narrowly defined as “to annul or make void by taking back
or recalling; to cancel, rescind, repeal, or reverse.” Id. 1515. The unambiguous language
preserving EPPC’s power to amend expressly reserved its power to revoke the trust.
Because EPPC followed Minnesota law when exercising its power to revoke the trust, and
because EPPC unambiguously retained the authority to revoke the trust, it was within its
rights when it amended its articles in 2010 to remove all references to the trust.
Accordingly, the trust was properly revoked.

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PTCA’s only other argument regarding revo cation—that the plain language of the
Book of Order and EPPC’s bylaws prevents congregations from revoking the trust—is
unavailing. After careful review of the record , the district court concluded that the Book
of Order does not prohibit a congregation fro m retaining the right to amend articles of
incorporation, and the undisputed facts support this conclusion. The Book of Order allows
EPPC “to receive, hold, encumber, manage, and transfer property, real or personal, for the
congregation, provided that in buying, selling, and mortgaging real property, the trustees
shall act only after the approval of the congregation, granted in a duly constituted meeting.”
Moreover, G-4.203 of the Book of Order includes no referen ce restricting or prohibiting
congregations’ authority to amend or revoke th e trust. And while it is true that EPPC’s
bylaws limit amendment “subject to the Cons titution of PCUSA,” amendment is further
“subject to the Articles of Incorporation” of EPPC and the “laws of the State of Minnesota.”
Minnesota law permits amendm ent of bylaws as permitted in the governing documents.
See Minn. Stat. § 317A.181, subd. 1a (“Bylaws may be amended in the manner provided in
the articles or bylaws.”). Thus, EPPC retained the power to revoke the trust and properly
revoked the trust by removing all trust language in 2010.4
Affirmed.

4 Finally, we reject appellant’s contention that the district court was obligated to (1) defer
to the presbytery’s ruling, after the presbytery assumed original jurisdiction, and (2) decide
the issues of original jurisdiction and disaffiliation. Compulsory deference to ecclesiastical
governing bodies’ rulings is not required when courts may decide the dispute relying solely
on neutral principles of law. We also note that appellant filed the summons and complaint
in this case, seeking a ruling from our courts. Moreover, resolution of this matter does not
require review of the lawfulness of PTCA’s a ssertion of original jurisdiction and EPPC’s
disaffiliation.