                                       COURT OF CHANCERY
                                               OF THE
                                        STATE OF DELAWARE

TAMIKA R. M ONTGOMERY-REEVES                                        New Castle County Courthouse
       VICE CHANCELLOR                                              500 N. King Street, Suite 11400
                                                                   Wilmington, Delaware 19801-3734

                                            July 5, 2016




      Ms. Sinina Talley                            Ms. Ruth Norman
      100 Brooklyn Avenue                          212 Manhattan Avenue
      Apartment LL                                 Roosevelt, NY 11575
      P.O. Box 7143
      Freeport, NY 11520                           Mr. Theodore Norman
                                                   212 Manhattan Avenue
      Ms. Wendy Scott                              Roosevelt, NY 11575
      P.O. Box 1742
      Apex, NC 27502                               Ms. Theresa Washington
                                                   220 Christiana Road
      Mr. Danny Washington                         New Castle, DE 19720
      155 West Greenwich Street
      Apartment W520
      Hempstead, NY 11550


             Re:     Trinity School of the Bible Trustees Sinina Talley, et al. v. Trinity
                     School of the Bible Officers Ruth Norman, et al.
                     Civil Action No. 11923-VCMR

      Dear Parties:

             I have considered the filings in this case, the exhibits attached thereto, and

      the applicable laws. For the reasons stated herein, the plaintiffs’ complaint (the

      “Complaint”) is dismissed without prejudice.
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
Page 2 of 4

       Pro se litigants Sinina Talley, Wendy Scott, and Danny Washington

(“Plaintiffs”), and Theresa Washington, Ruth Norman, and Theodore Norman

(“Defendants”), are members of Trinity School of the Bible (“Trinity”), a

Delaware not-for-profit corporation. 1          Trinity is a religious education and

charitable community outreach center. 2           The parties hereto are members of

Trinity’s board (the “Board”).

       On May 18, 2014, Delores Washington, the founder and former president of

Trinity, passed away leaving the Board with the six above-listed members. After

Delores Washington’s death, a myriad of disagreements arose among the Board.3

On July 7, 2014, Plaintiffs contacted the Delaware Center for Justice to request

mediation services, but Defendants refused to participate in any mediation. On

January 21, 2016, Plaintiffs filed the Complaint in this action against Defendants.

       In the Complaint, Plaintiffs allege a series of mismanagement claims against

Defendants that appear to be derivative in nature.4 For example, Plaintiffs argue


1
       The facts are drawn from the Complaint and the exhibits attached thereto.
2
       Compl. at 2.
3
       Id.
4
       See, e.g., id. at 3 (“The Plaintiffs are aggrieved because they have suffered
       extreme disrespect and abuse in attempting to carry out their roles as trustees
       which in turn would propel the school forward. As stated, because the School
       Board has been barred from functioning normally, including legally as a Non-
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
Page 3 of 4

that Defendant Theresa Washington seized control of Trinity’s bank accounts by

misrepresenting to PNC and M&T Banks that the Board authorized her to close

those bank accounts. Further, Defendants allegedly failed to hold and attend Board

meetings as needed and when appropriate, which prevented Plaintiffs from

carrying out their duties as trustees. Similarly, Defendants purportedly refused to

disclose lease information and financial statements. In sum, Plaintiffs contend that

“Trinity School of the Bible, its students and the community as a whole ha[ve]

[sic] been injured by the misconduct of Defendant . . . .”5

       These claims are derivative in nature and, therefore, belong to Trinity.6 A

corporate entity may appear as a party in this Court only if represented by a

member of the Delaware Bar.7 Likewise, a derivative plaintiff seeking to enforce



       Profit, the mission of the school and the school itself is in danger of permanent
       closure and forfeiture of its privilege to maintain its 501(c)3 status.”); see also id.
       at 5 (alleging, among other things, corporate misconduct, malfeasance, breach of
       fiduciary duties, misappropriation of funds, and fraud).
5
       Id. at 13.
6
       See Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1033 (Del.
       2004); see also Kramer v. W. Pac. Indus., Inc., 546 A.2d 348, 353 (Del. 1988) (“A
       claim of mismanagement . . . represents a direct wrong to the corporation that is
       indirectly experienced by all shareholders. . . . Thus, the wrong alleged is entirely
       derivative in nature.”).
7
       Transpolymer Indus., Inc. v. Chapel Main Corp., 582 A.2d 936 (Del. 1990)
       (TABLE) (“While a natural person may represent himself or herself in court even
       though he or she may be an attorney licensed to practice, a corporation, being an
Trinity School of the Bible Trustees, et al. v. Trinity School of the Bible Officers, et al.
Civil Action 11923-VCMR
July 5, 2016
Page 4 of 4

rights on behalf of a corporation must be represented by counsel. 8 Because

Plaintiffs may not pursue this action pro se, the Complaint is dismissed without

prejudice.

       IT IS SO ORDERED.


                                                  Sincerely,


                                                  /s/ Tamika Montgomery-Reeves

                                                  Vice Chancellor

TMR/jp




       artificial entity, can only act through its agents and, before a court only through an
       agent duly licensed to practice law.”).
8
       Lygren v. Mirror Image Internet, 992 A.2d 1237 (Del. 2010) (TABLE)
       (“[C]orporate appellants Parfi and Plenteous may not pursue this appeal because
       they are not represented by counsel, as required by Delaware law.”); see also
       Pinnavaia v. J.P. Morgan Chase & Co., 2015 WL 5657026, at *1 (Del. Ch. Sept.
       11, 2015) (“A derivative plaintiff seeks to ‘enforce a right of a corporation,’ and
       corporations appearing in this Court may only do so through counsel. Thus, the
       derivative plaintiff who asserts the rights of the corporation must also be
       represented by counsel.”).
