                                        PRECEDENTIAL

        UNITED STATES COURT OF APPEALS
             FOR THE THIRD CIRCUIT
                 ______________

                       No. 17-3086
                     ______________

  REV. DR. WILLIAM DAVID LEE, a/k/a W. David Lee

                            v.

       SIXTH MOUNT ZION BAPTIST CHURCH OF
 PITTSBURGH, d/b/a Sixth Mount Zion Missionary Baptist
Church; TIMOTHY RALSTON, Individually and d/b/a Sixth
    Mount Zion Missionary Baptist Church; NATHANIEL
      YOUNG, Individually and d/b/a Sixth Mount Zion
Missionary Baptist Church; GEOFFREY KEVIN JOHNSON,
 Individually and d/b/a Sixth Mount Zion Missionary Baptist
   Church; ROCHELLE JOHNSON, Individually and d/b/a
Sixth Mount Zion Missionary Baptist Church; ALEXANDER
 HALL, Individually and d/b/a Sixth Mount Zion Missionary
  Baptist Church; RAYMOND JACKSON, Individually and
 d/b/a Sixth Mount Zion Missionary Baptist Church; JAMES
     GROVER, Individually and d/b/a Sixth Mount Zion
Missionary Baptist Church; ARTHUR HARRIS, Individually
   and d/b/a Sixth Mount Zion Missionary Baptist Church;
   JEROME TAYLOR, Individually and d/b/a Sixth Mount
Zion Missionary Baptist Church; TOMMIE NELL TAYLOR,
 Individually and d/b/a Sixth Mount Zion Missionary Baptist
  Church; ROY ELDER, Individually and d/b/a Sixth Mount
               Zion Missionary Baptist Church
               Rev. Dr. William David Lee,
                        Appellant
                    ______________

              ON APPEAL FROM THE
       UNITED STATES DISTRICT COURT
 FOR THE WESTERN DISTRICT OF PENNSYLVANIA
              (D.C. No. 2:15-cv-01599)
         District Judge: Hon. Nora B. Fischer
                   ______________

                   Argued July 12, 2018
                    ______________

Before: SHWARTZ, ROTH, and RENDELL, Circuit Judges.
             (Filed: September 5, 2018)

Gregg L. Zeff      [ARGUED]
Zeff Law Firm, LLC
100 Century Parkway, Ste 305
Mount Laurel, NJ 08054
             Counsel for Appellant

Alan E. Cech
Adam K. Hobaugh
Murtagh, Hobaugh & Cech, LLC
110 Swinderman Road
Wexford, PA 15090

Daniel Blomberg [ARGUED]
Eric Rassbach
The Becket Fund for Religious Liberty
1200 New Hampshire Ave, NW




                            2
Suite 700
Washington, D.C. 20036
            Counsel for Appellee


Andrew G.I. Kilberg
David W. Casazza
Brian M. Lipshutz
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036

            Counsel for Amici Curiae Church of God in
            Christ, Inc., mPact Churches, Plymouth
            Brethren, and Bishop William H. Stokes


Todd R. Geremia
Jones Day
250 Vesey Street
New York, NY 10281

Victoria Dorfman
Mark R. Kubisch
Daniel D. Benson
Jones Day
51 Louisiana Avenue NW
Washington, DC 20001

            Counsel for Amici Curiae Douglas Laycock,
            Michael W. McConnell, Thomas C. Berg, Carl
            H. Esbeck, Richard W. Garnett, and Robert F.
            Cochran




                           3
                      ______________

                         OPINION
                      ______________

SHWARTZ, Circuit Judge.

       Reverend Dr. William David Lee was terminated from
his position as pastor of the Sixth Mount Zion Missionary
Baptist Church (“the Church”) and sued the Church for
allegedly breaching his employment contract. The District
Court granted summary judgment in the Church’s favor
because the adjudication of Lee’s contract claim would
impermissibly entangle the Court in religious doctrine in
violation of the First Amendment’s Establishment Clause. We
agree and will affirm.
                              I

                             A1

       In December 2012, the Church’s Deacon board
recommended, and the Church voted unanimously to accept,
Lee for the position of church pastor. In March 2013, Lee and
Church officials executed an employment contract (“the
Agreement”) establishing that Lee would serve as the Church’s

      1
         Lee filed a motion for summary judgment, and each
party filed a statement of material facts. Lee did not respond
to the Church’s statement of material facts, which were based
on Lee’s deposition testimony and Church documents
quantifying the financial and attendance decreases under Lee’s
tenure. Lee has not challenged the District Court’s use of the
Church’s additional facts, and we will accept them too.




                              4
pastor for a twenty-year term, beginning December 2012 and
subject to for-cause early termination. If the Church removed
Lee without cause before the twenty-year term expired, it
would be required to pay Lee the salary and benefits he would
have received for the unexpired term of the Agreement, subject
to additional reductions. The Agreement specified that Lee
could be terminated for cause if he “commits any serious moral
or criminal offense (“serious offense”)—including but not
limited to adultery, embezzlement, or fraud—is convicted of a
felony, or commits any other act which is a violation of
applicable law” or if he became incapacitated through illness
or injury. App. 39 (Agreement § 12.3).

        The Agreement also allowed either party to terminate
upon “material breach” of the Agreement and specified that the
enumerated rights of termination existed in addition to “any
other rights of termination allowed . . . by law.” App. 39
(Agreement § 12.3). Under the Agreement, Lee agreed to
“abide by the employment policies and procedures existing or
established by the Church from time to time,” App. 37
(Agreement § 7c) (capitalization altered). This provision
incorporated the Church’s constitution and bylaws and was a
“material term” of the Agreement. App. 38 (Agreement § 11).
Furthermore, the Agreement required Lee to “lead the pastoral
ministries of the Church and . . . work with the Deacons and
Church staff in achieving the Church’s mission of proclaiming
the Gospel to believers and unbelievers.” App. 35 (Agreement
§ 2.5) (capitalization altered).

       All executing parties understood that the congregation
was required to approve the Agreement for it to become
effective. During an April 2013 congregation meeting, Lee
acknowledged that his failure to perform his job “would




                              5
constitute cause for termination under the Agreement.” App.
165 ¶¶ 25-27. He also said that “just cause” would occur if the
Church “[was] not growing . . . [was] stagnant, . . . [or was] not
a better place,” and that “if [he did not] perform [his] duties
well, [he would be] out.” App. 166-67 ¶¶ 28-32. Based on
these statements, the congregation approved the Agreement.

        Twenty months later, in December 2014, Church
leaders gathered the congregation and recommended that the
Church “vacate the pulpit immediately,” “void the pastor’s[]
employment contract,” and approve the severance terms. App.
101 ¶ 16; App. 164 ¶ 16. They presented three reasons for their
recommendation: (1) “Failures in Financial Stewardship,” (2)
“Failures in Spiritual Stewardship,” and (3) “Failure[s] to
Respond to Church Leaders.” App. 45. Specifically, the
Church reported that from 2013-14, there was a 39% decline
in tithes and offerings, a 32% drop in Sunday morning worship
attendance, a 61% decrease in registered members, a doubling
of Church expenditures, and a decline in the quality of the
Church’s community outreach. Furthermore, according to the
Church, Lee scheduled but then cancelled several meetings to
discuss these financial and ministerial issues between June and
December 2014. Based on the recommendations of Church
leaders, the congregation voted in January 2015 to terminate
Lee’s employment.

                                B

       Lee filed a complaint against the Church and eleven of
its deacons, alleging breach of contract due to termination
without cause and seeking $2,643,996.40 in damages. The
District Court dismissed Lee’s claims against the individual
deacons because they were not parties to the Agreement.




                                6
        Lee moved for summary judgment on his breach of
contract claim against the Church and both parties submitted
briefs, with the Church asserting several defenses,2 including
that Lee committed material breach of contract. Lee did not
file a reply brief. After briefing, the District Court “became
skeptical” that the case could proceed under the First
Amendment’s Free Exercise and Establishment Clauses and
ordered both parties to file additional briefs addressing whether
the “ministerial exception,” grounded in the Religion Clauses
of the First Amendment, prevented the court from adjudicating
Lee’s contract claim. Lee v. Sixth Mount Zion Church of
Pittsburg, Civ. No. 15-1599, 2017 WL 3608140, at *9 (W.D.
Pa. Aug. 22, 2017). After receiving supplemental briefs, the
District Court determined that (1) the Agreement could be
terminated by one party upon the other party’s material breach,
(2) Lee failed to respond at all to the Church’s defenses, and
(3) the matter could not proceed due to the application of the
First Amendment’s ministerial exception, which restricts
government involvement in religious affairs. Id. at *15, 22, 37.
The District Court therefore denied Lee’s motion for summary
judgment and entered judgment in favor of the Church. Id. at
*37. Lee appeals.




       2
        In addition to asserting Lee committed material breach
of contract, the Church alleged the following defenses: lack of
consideration, unconscionability, fraud in the inducement,
fraud in the execution, duress, misrepresentation, and the
existence of a subsequent agreement which modified the
Agreement.




                               7
                               II3

       We review orders granting summary judgment de novo.
Daubert v. NRA Grp., LLC, 861 F.3d 382, 388 (3d Cir. 2017).
Summary judgment is warranted if a party shows there is no
genuine dispute as to any material fact and the party is entitled
to judgment as a matter of law. Id. (citation and internal
quotation marks omitted).

       A court may grant summary judgment to a non-moving
party, as long as the opposing party has notice and an
opportunity to respond. See Fed. R. Civ. P. 56(f) (“After
giving notice and a reasonable time to respond, the court may:
(1) grant summary judgment for a nonmovant; (2) grant the
motion on grounds not raised by a party; or (3) consider
summary judgment on its own after identifying for the parties
material facts that may not be genuinely in dispute.”). In fact,
with notice to the parties, a court may enter summary judgment
in favor of a non-moving party sua sponte. Celotex Corp. v.
Catrett, 477 U.S. 317, 326 (1986) (“[D]istrict courts are widely
acknowledged to possess the power to enter summary
judgments sua sponte, so long as the losing party was on notice
that she had to come forward with all of her evidence”
(emphasis omitted)); Gibson v. Mayor of Wilmington, 355
F.3d 215, 222-23 (3d Cir. 2004) (recognizing authority “to
allow a court to grant summary judgment to a non-moving
party” but requiring that the other party is “on notice that the
court is considering a sua sponte summary judgment motion”
(emphasis and citation omitted)).


       3
       The District Court had jurisdiction under 28 U.S.C. §
1332. We have jurisdiction under 28 U.S.C. § 1291.




                               8
        Here, the District Court granted summary judgment to
the Church, a non-moving party, after the District Court gave
notice to the parties that it was considering the applicability of
the ministerial exception and receiving supplemental briefing
regarding “whether and to what extent the . . . exception . . .
affects further adjudication of this matter.” Lee, 2017 WL
3608140, at *9. The District Court’s order seeking arguments
on the ministerial exception specifically referenced Rule 56(f),
which allows courts to grant judgment to a non-moving party
or grant judgment on grounds not raised by a party, thereby
providing notice that it was considering entering summary
judgment based on the ministerial exception. Under these
circumstances, Lee received adequate notice and opportunity
to present all relevant arguments and evidence concerning the
ministerial exception. Accordingly, the District Court’s order
granting summary judgment to the Church, a non-moving
party, was procedurally sound, and we will proceed to examine
the merits.4

       4
          The ministerial exception is an affirmative defense.
Hosanna-Tabor Evangelical Lutheran Church & Sch. v.
E.E.O.C., 565 U.S. 171, 195 n.4 (2012) (stating that the
ministerial exception “operates as an affirmative defense to an
otherwise cognizable claim, not a jurisdictional bar”).
Although the District Court, not the Church, first raised the
ministerial exception, the Church is not deemed to have waived
it because the exception is rooted in constitutional limits on
judicial authority. See E.E.O.C. v. R.G. & G.R. Harris Funeral
Homes, Inc., 884 F.3d 560, 581-82 (6th Cir. 2018) (holding
that a defendant “has not waived the ministerial-exception by
failing to raise it . . . because ‘[t]his constitutional protection is
. . . structural’” (citation omitted)); Conlon v. InterVarsity
Christian Fellowship, 777 F.3d 829, 836 (6th Cir. 2015)




                                  9
                                III

      Lee argues that the ministerial exception does not apply
and the District Court erroneously granted judgment to the
Church. We disagree.

        The First Amendment provides that “Congress shall
make no law respecting an establishment of religion, or
prohibiting the free exercise thereof.” U.S. Const. amend. I.
The First Amendment’s Establishment Clause prevents
“excessive government entanglement with religion,” while its
Free Exercise Clause “protects not only the individual’s right
to believe and profess whatever religious doctrine one desires,
but also a religious institution’s right to decide matters of faith,
doctrine, and church governance.” Petruska v. Gannon Univ.,
462 F.3d 294, 306, 311 (3d Cir. 2006) (internal citation and
quotation marks omitted).

      In Hosanna-Tabor Evangelical Lutheran Church &
School v. E.E.O.C., 565 U.S. 171, 181, 188 (2012), the
Supreme Court recognized, based on these two Clauses, a
“ministerial exception” that “bar[s] the government from


(explaining that Hosanna-Tabor’s rationale for recognizing the
ministerial exception establishes that “the Constitution does
not permit private parties to waive the First Amendment’s
ministerial exception” because “[t]he constitutional protection
is not only a personal one; it is a structural one that
categorically prohibits federal and state governments from
becoming involved in religious leadership disputes”).
Moreover, Lee did not argue before the District Court that the
Church waived the defense. Therefore, it was appropriate for
the District Court to consider the ministerial exception.




                                10
interfering with the decision of a religious group to fire one of
its ministers.” Hosanna-Tabor involved a disabled religion
teacher who was fired from a religious school and sued,
alleging that her termination violated the Americans with
Disabilities Act. 565 U.S. at 176-80. The Supreme Court held,
on a motion for summary judgment, that the suit was barred
under the ministerial exception because “[t]he members of a
religious group put their faith in the hands of their ministers,”
and “[r]equiring a church to accept or retain an unwanted
minister . . . . interferes with the internal governance of the
church, depriving the church of control over the selection of
those who will personify its beliefs.” Id. at 180-81, 188-89,
194. “By imposing an unwanted minister, the state infringes
the Free Exercise Clause, which protects a religious group’s
right to shape its own faith and mission through its
appointments[,]” and “[a]ccording the state the power to
determine which individuals will minister to the faithful also
violates the Establishment Clause, which prohibits government
involvement in such ecclesiastical decisions.” Id. at 188-89.
Even though the discharged teacher did not seek reinstatement
at the school and instead requested frontpay, “[a]n award of
such relief would operate as a penalty on the Church for
terminating an unwanted minister, and would be no less
prohibited by the First Amendment than an order overturning
the termination,” since it would still “depend on a
determination that [the religious school] was wrong to have
relieved [the teacher] of her position, and it is precisely such a
ruling that is barred by the ministerial exception.” Id. at 194.

       Hosanna-Tabor        involved    a    statutorily-based
employment discrimination suit, and the Supreme Court
explicitly declined to state whether the ministerial exception
“bars other types of suits, including actions by employees




                               11
alleging breach of contract . . . by their religious employers.”
Id. at 196. Before Hosanna-Tabor, our Court recognized that
the ministerial exception precludes, under the Free Exercise
Clause, judicial action or application of state or federal law
limiting a religious organization’s choice of spiritual
messenger. Petruska, 462 F.3d at 306, 310. We also noted that
“a church is always free to burden its activities voluntarily
through contract, and such contracts are fully enforceable in
civil court” because “[e]nforcement of a promise, willingly
made and supported by consideration, in no way constitutes a
state-imposed limit upon a church’s free exercise rights.” Id.
at 310 (citation and internal quotation marks omitted). Even
assuming a church can contractually limit its free exercise
rights,5 a court nonetheless must be cognizant of the ministerial
exception when asked to adjudicate a contractual dispute, as a
court’s resolution of the dispute may involve “excessive
government entanglement with religion,” and thereby offend
the Establishment Clause. Id. at 311 (citation and internal
quotation marks omitted). Such “[e]ntanglement may be
substantive—where the government is placed in the position of
deciding between competing religious views—or procedural—
where the state and church are pitted against one another in a
protracted legal battle.” Id. Thus, a court may resolve only
disputes that “turn[] on a question devoid of doctrinal
implications” and “employ neutral principles of law to
adjudicate.” Askew v. Trs. of Gen. Assembly of Church of the
Lord Jesus Christ of the Apostolic Faith Inc., 684 F.3d 413,
418-19 (3d Cir. 2012); see also Rweyemamu v. Cote, 520 F.3d

       5
        Since we resolve this case on entanglement grounds,
we need not address whether Hosanna-Tabor allows for
contractual waiver of free exercise rights, as acknowledged in
Petruska.




                               12
198, 207 (2d Cir. 2008) (stating that the ministerial exception
is not a “complete barrier to suit” and that “a case may proceed
if it involves a limited inquiry that . . . can prevent a wide-
ranging intrusion into sensitive religious matters” (internal
citation and quotation marks omitted)).

       Here, the parties dispute whether Lee was properly
terminated with or without cause in accordance with the
employment agreement. Section 12.3 of the Agreement allows
either party to terminate the contract upon the “material
breach” of the Agreement’s terms.6 App. 39. Material breach

6
    The Agreement provision states, in full:

         Termination for Cause: This AGREEMENT
         may be terminated at the option of either party
         upon thirty (30) days prior written notice by
         either party of the material breach of the terms of
         this AGREEMENT by the other party, which
         breach is not cured within such thirty (30) days.
         The rights of termination set forth in this contract
         are in addition to any other rights of termination
         allowed to either party by law. Without limiting
         other rights or grounds for termination which the
         CHURCH may have under this Agreement or by
         law, it is agreed that the CHURCH may
         terminate this Agreement for cause upon the
         occurrence of any of the following events:

           i.   The pastor commits any serious moral or
                criminal offense (“serious offense”)—
                including but not limited to adultery,
                embezzlement, or fraud—is convicted of




                                 13
is not defined in the contract, but the Agreement identifies as a
“material term” the requirement that Lee “[w]ill abide by the
employment policies and procedures existing or established by
the Church from time to time.” App. 37 (Agreement § 7c), 38
(§ 11). The terms of the Agreement, which incorporate the
Church’s constitution and bylaws, establish that Lee’s role as
pastor involved spiritual leadership in furthering the mission of
the Church and that he could be removed for failing in this role.

        The Church argues that Lee materially breached the
Agreement by failing to provide adequate spiritual leadership,
as reflected in decreased church contributions and attendance
during Lee’s tenure. In particular, the Church cites a report by
a joint board of Deacons and Trustees discussing, among other
things, Lee’s “failures in spiritual stewardship” reflected by a
“drop in [the] number of registered members,” “drop in [the]
number of Sunday morning worshippers,” and “drop in [the]
level of tithes and offerings,” and concludes that the Church’s
“capacity to cultivate new ambassadors for Christ has grown
progressively more negative than positive over the two years


              a felony, or commits any other act which
              is a violation of applicable law (except for
              misdemeanors or traffic offenses); or
        ii.   The pastor becomes incapacitated by
              reason of illness, injury or other disability
              so that he cannot, in the reasonable good
              faith opinion of the Church, fully carry
              out and perform his duties and
              responsibilities under this Agreement for
              a period of at least six (6) months.

App. 39 (Agreement § 12.3).




                               14
of Pastor Lee’s leadership,” “[he] dimi[ni]shed [the Church’s]
capacity to fulfill the great mission” described in “Matt[hew]
28:19-20,” and “[u]nder [his] leadership we were unable to
launch and sustain the type of ministries likely to promote the
spiritual health of families, neighborhoods, and the city.” App.
51-55 (emphasis omitted and capitalization altered). Lee has
not pointed to any materials in the record to contradict the
Church’s reasons for his dismissal but instead responds that the
case turns on “the question of whether or not the attendance
and financial issues plaguing [the Church] were [Lee’s]
fault. . . .” Reply Br. at 3.

        While the amount of church contributions and members
is a matter of arithmetic, assessing Lee’s role, if any, in causing
decreased giving and reduced membership in the Church
requires a determination of what constitutes adequate spiritual
leadership and how that translates into donations and
attendance—questions that would impermissibly entangle the
court in religious governance and doctrine prohibited by the
Establishment Clause. See, e.g., Fratello v. Archdiocese of
N.Y., 863 F.3d 190, 203 (2d Cir. 2017) (“Judges are not well
positioned to determine whether ministerial employment
decisions rest on practical and secular considerations or
fundamentally different ones that . . . are perfectly sensible—
and perhaps even necessary—in the eyes of the faithful.”);
Rweyemamu, 520 F.3d at 209 (“[H]ow are we, as Article III
judges, to gainsay the Congregatio Pro Clericis’ conclusion
that Father Justinian is insufficiently devoted to ministry? How
are we to assess the quality of his homilies?”); Minker v. Balt.
Annual Conference of United Methodist Church, 894 F.2d
1354, 1357 (D.C. Cir. 1990) (“[E]valuation of the ‘gifts and
graces’ of a minister must be left to ecclesiastical institutions.”
(citation omitted)). Moreover, parsing the precise reasons for




                                15
Lee’s termination is akin to determining whether a church’s
proffered religious-based reason for discharging a church
leader is mere pretext, an inquiry the Supreme Court has
explicitly said is forbidden by the First Amendment’s
ministerial exception. Hosanna-Tabor, 565 U.S. at 194-95
(rejecting the argument that a church’s religious-based reason
for firing a teacher was mere pretext by explaining that the
argument “misses the point of the ministerial exception,”
which “is not to safeguard a church’s decision to fire a minister
only when it is made for a religious reason” but “instead [to]
ensure[] that the authority to select and control who will
minister to the faithful—a matter ‘strictly ecclesiastical,’—is
the church’s alone” (citation omitted)), id. at 205-06 (Alito, J.,
& Kagan, J., concurring) (explaining that engaging in the
pretext inquiry to “probe the real reason” for a church leader’s
firing would require impermissible judgments about church
doctrine and how important particular religious beliefs are
(emphasis omitted)); see also Werft v. Desert Sw. Annual
Conference of the United Methodist Church, 377 F.3d 1099,
1103 (9th Cir. 2004) (“[I]t is the decision [by a church to
terminate a minister] itself which is exempt[;] the courts may
not even look into the reasoning.”); Rweyemamu, 520 F.3d at
207 (“[T]he First Amendment prohibits . . . [courts] from
inquiring into an asserted religious motive to determine
whether it is pretextual.” (internal citation and quotation marks
omitted)); Minker, 894 F.2d at 1360 (“[A]ny inquiry into the
Church’s reasons for asserting that [the pastor] was not suited
for a particular pastorship would constitute an excessive
entanglement in its affairs.”). Such inquiry would intrude on
internal church governance, require consideration of church




                               16
doctrine, constitute entanglement prohibited under the
ministerial exception, and violate the Establishment Clause.7

       Our sister circuit courts have repeatedly dismissed
breach of contract claims asserted by terminated religious
leaders against their religious institution employers based on
the ministerial exception. See Bell v. Presbyterian Church
(U.S.A.), 126 F.3d 328, 329-32 (4th Cir. 1997); Lewis v.
Seventh Day Adventists Lake Region Conference, 978 F.2d
940, 941-43 (6th Cir. 1992); Natal v. Christian & Missionary

       7
         While we focus on entanglement, we are also mindful
that the ministerial exception “applies to any claim, the
resolution of which would limit a religious institution’s right
to choose who will perform particular spiritual functions,”
even outside the context of entanglement. Petruska, 462 F.3d
at 299. Courts have recognized that church decisions regarding
its choice of religious leader are especially sacrosanct, and any
intrusion upon such decisions would violate the right of free
exercise. Hosanna-Tabor, 565 U.S. at 188, 204; see also Werft,
377 F.3d at 1103 (“[T]he ministerial relationship lies so close
to the heart of the church that it would offend the Free Exercise
Clause simply to require the church to articulate a religious
justification for its personnel decisions.” (citation omitted));
Minker, 894 F.2d at 1356-57 (“[D]etermination of whose voice
speaks for the church is per se a religious matter. We cannot
imagine an area of inquiry less suited to a temporal court for
decision[.]”); McClure v. Salvation Army, 460 F.2d 553, 558-
59 (5th Cir. 1972) (“The relationship between an organized
church and its ministers is its lifeblood. The minister is the
chief instrument by which the church seeks to fulfill its
purpose. Matters touching this relationship must necessarily
be recognized as of prime ecclesiastical concern.”).




                               17
All., 878 F.2d 1575, 1576-77 (1st Cir. 1989); Hutchinson v.
Thomas, 789 F.2d 392, 392-96 (6th Cir. 1986). Indeed, we are
not aware of any court that has ruled on the merits (i.e., not
applied the ministerial exception) of a breach of contract claim
alleging wrongful termination of a religious leader by a
religious institution. Instead, there have been only cases
allowing a discharged plaintiff the opportunity to proceed
beyond the pleading stage and attempt to show with discovery
that resolution of his or her claim would not entangle courts in
internal religious doctrine and governance. See Petruska, 462
F.3d at 310-12 (vacating and remanding the district court’s
dismissal of a chaplain’s breach of contract claim alleging that
religious university changed—through restructuring—the
responsibilities she was entitled to have, and stating that the
claim at the “outset” did not turn on an ecclesiastical inquiry,
but if further proceedings “raise issues which would result in
excessive entanglement, the claims may be dismissed on that
basis on summary judgment”); Minker, 894 F.2d at 1355,
1359-61 (vacating and remanding the district court’s order
dismissing a terminated pastor’s breach of oral contract claim
alleging that the church did not live up to its promise to provide
the pastor with a better placement at the earliest possible time;
the court noted that the parties disputed whether a contract even
existed, which could be resolved without intruding upon
religious doctrine, but recognized that if discovery showed that
the pastor’s claim required assessment of religious doctrine
then summary judgment should be granted for the church, as
“any inquiry into the Church’s reasons for asserting that
[plaintiff] was not suited for a particular pastorship would
constitute an excessive entanglement in its affairs”). However,
such cases are inapposite here where discovery has been
completed, the parties do not dispute the existence of a
contract, and the record demonstrates that further inquiry into




                               18
the Church’s reasons for terminating Lee would
inappropriately intrude on internal Church doctrine and
governance concerning a pastor’s fulfillment of his duties.
In addition, Lee’s assertion that application of the ministerial
exception here would allow the church to rely on civil courts
to enforce its contracts but simultaneously invoke religion
when a contracting party seeks to enforce the contract against
the church is unavailing. The ministerial exception does not
apply to, and courts may decide, disputes that do not implicate
ecclesiastical matters. See Rweyemamu, 520 F.3d at 208;
Leavy v. Congregation Beth Shalom, 490 F. Supp. 2d 1011,
1026-27 (N.D. Iowa 2007).

       For all of these reasons, the District Court correctly
entered judgment in favor of the Church.

                              IV

       For the foregoing reasons, we will affirm.




                              19
